What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-28 · 184 added, 100 removed, 591 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except share and per-share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Investment in hotel properties, net $ 4,891,792 $ 5,023,457

15 unchanged sentences

Shareholders' equity:

Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 676,724 at March 31, 2026 and December 31, 2025), 100,000,000 shares authorized;

27,068,962 shares issued and outstanding at March 31, 2026 and December 31, 2025

Preferred shares of beneficial interest, $ .01 par value (liquidation preference $ 639,548 and $ 676,724 at June 30, 2026 and December 31, 2025, respectively), 100,000,000 shares authorized;

25,581,924 and 27,068,962 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Common shares of beneficial interest, $ .01 par value, 500,000,000 shares authorized;

112,985,227 and 113,188,134 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

112,451,844 and 113,188,134 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 3,925,438 3,969,875

10 unchanged sentences

For the three months ended

June 30, For the six months ended

2026 2025 2026 2025

Room $ 259,713 $ 257,600 $ 474,238 $ 454,610

23 unchanged sentences

Distributions to preferred shareholders ( 9,919 ) ( 10,632 ) ( 20,346 ) ( 21,263 )

Repurchase of preferred shares 6,999 — 6,999 —

Net income (loss) attributable to common shareholders $ 20,659 $ 7,424 $ ( 9,042 ) $ ( 36,154 )

Net income (loss) per share available to common shareholders, basic and diluted $ ( 0.26 ) $ ( 0.37 )

Weighted-average number of common shares, basic and diluted 113,331,501 119,204,243

Net income (loss) per share available to common shareholders, basic $ 0.18 $ 0.06 $ ( 0.08 ) $ ( 0.30 )

Net income (loss) per share available to common shareholders, diluted $ 0.17 $ 0.06 $ ( 0.08 ) $ ( 0.30 )

Weighted-average number of common shares, basic 112,741,241 118,172,417 113,034,743 118,685,483

Weighted-average number of common shares, diluted 127,105,098 118,383,446 113,034,743 118,685,483

Pebblebrook Hotel Trust

2 unchanged sentences

For the three months ended

June 30, For the six months ended

2026 2025 2026 2025

Comprehensive Income:

10 unchanged sentences

(in thousands, except share data)

For the three months ended March 31, 2026

For the three months ended June 30, 2026

Preferred Shares Common Shares Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Distributions and retained deficit Total Shareholders' Equity Non-Controlling Interests Total Equity

Shares Amount Shares Amount

Balance at December 31, 2025

Balance at March 31, 2026

27,068,962 $ 271 112,985,227 $ 1,130 $ 3,966,623 $ 3,268 $ ( 1,534,069 ) $ 2,437,223 $ 94,304 $ 2,531,527

Repurchase of preferred shares ( 1,487,038 ) ( 15 ) — — ( 35,315 ) — 6,999 ( 28,331 ) — ( 28,331 )

Issuance of common shares for Board of Trustees compensation — — 5,248 — 77 — — 77 — 77

7 unchanged sentences

Net income (loss) — — — — — — 23,579 23,579 1,334 24,913

Balance at June 30, 2026

25,581,924 $ 256 112,451,844 $ 1,125 $ 3,925,438 $ 6,098 $ ( 1,514,549 ) $ 2,418,368 $ 95,034 $ 2,513,402

Pebblebrook Hotel Trust

Consolidated Statements of Equity - Continued

(in thousands, except share data)

For the three months ended June 30, 2025

Shares Amount Shares Amount

Balance at March 31, 2025

27,600,000 $ 276 118,278,405 $ 1,183 $ 4,060,426 $ 10,892 $ ( 1,437,622 ) $ 2,635,155 $ 91,261 $ 2,726,416

Issuance of shares, net of offering costs — — — — ( 41 ) — — ( 41 ) — ( 41 )

Repurchase of common shares — — ( 111,599 ) ( 1 ) ( 999 ) — — ( 1,000 ) — ( 1,000 )

Share-based compensation — — — — 2,284 — — 2,284 1,238 3,522

Distributions on common shares/units — — — — — — ( 1,196 ) ( 1,196 ) ( 28 ) ( 1,224 )

Distributions on preferred shares/units — — — — — — ( 10,632 ) ( 10,632 ) ( 1,164 ) ( 11,796 )

Other comprehensive income (loss):

Change in fair value of derivative instruments — — — — — ( 83 ) — ( 83 ) ( 39 ) ( 122 )

Amounts reclassified from other comprehensive income — — — — — ( 3,939 ) — ( 3,939 ) — ( 3,939 )

Net income (loss) — — — — — — 18,056 18,056 1,229 19,285

Balance at June 30, 2025

27,600,000 $ 276 118,166,806 $ 1,182 $ 4,061,670 $ 6,870 $ ( 1,431,394 ) $ 2,638,604 $ 92,497 $ 2,731,101

Pebblebrook Hotel Trust

1 unchanged sentence

(in thousands, except share data)

For the three months ended March 31, 2025

For the six months ended June 30, 2026

2 unchanged sentences

27,068,962 $ 271 113,188,134 $ 1,132 $ 3,969,875 $ 605 $ ( 1,503,262 ) $ 2,468,621 $ 94,117 $ 2,562,738

Repurchase of preferred shares ( 1,487,038 ) ( 15 ) — — ( 35,315 ) — 6,999 ( 28,331 ) — ( 28,331 )

Issuance of common shares for Board of Trustees compensation — — 77,206 1 901 — — 902 — 902

7 unchanged sentences

Net income (loss) — — — — — — 4,305 4,305 2,172 6,477

Balance at March 31, 2025

Balance at June 30, 2026

25,581,924 $ 256 112,451,844 $ 1,125 $ 3,925,438 $ 6,098 $ ( 1,514,549 ) $ 2,418,368 $ 95,034 $ 2,513,402

Pebblebrook Hotel Trust

Consolidated Statements of Equity - Continued

(in thousands, except share data)

For the six months ended June 30, 2025

Shares Amount Shares Amount

Balance at December 31, 2024

27,600,000 $ 276 119,285,394 $ 1,193 $ 4,072,265 $ 16,550 $ ( 1,392,860 ) $ 2,697,424 $ 90,450 $ 2,787,874

Issuance of shares, net of offering costs — — — — ( 41 ) — — ( 41 ) — ( 41 )

Issuance of common shares for Board of Trustees compensation — — 54,451 1 744 — — 745 — 745

Repurchase of common shares — — ( 1,394,220 ) ( 14 ) ( 15,598 ) — — ( 15,612 ) — ( 15,612 )

Share-based compensation — — 221,181 2 4,336 — — 4,338 2,404 6,742

Distributions on common shares/units — — — — — — ( 2,380 ) ( 2,380 ) ( 40 ) ( 2,420 )

Distributions on preferred shares/units — — — — — — ( 21,263 ) ( 21,263 ) ( 2,328 ) ( 23,591 )

Other comprehensive income (loss):

Change in fair value of derivative instruments — — — — ( 36 ) ( 1,941 ) — ( 1,977 ) 15 ( 1,962 )

Amounts reclassified from other comprehensive income — — — — — ( 7,739 ) — ( 7,739 ) — ( 7,739 )

Net income (loss) — — — — — — ( 14,891 ) ( 14,891 ) 1,996 ( 12,895 )

Balance at June 30, 2025

27,600,000 $ 276 118,166,806 $ 1,182 $ 4,061,670 $ 6,870 $ ( 1,431,394 ) $ 2,638,604 $ 92,497 $ 2,731,101

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(in thousands)

For the three months ended

For the six months ended

Operating activities:

16 unchanged sentences

Improvements and additions to hotel properties ( 24,426 ) ( 49,508 )

Proceeds from sales of hotel properties 16,108 —

Property insurance proceeds 3,175 2,386

6 unchanged sentences

Repurchases of common shares ( 13,860 ) ( 15,612 )

Repurchases of preferred shares ( 2,466 ) —

Distributions — common shares/units ( 2,295 ) ( 2,412 )

10 unchanged sentences

cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.

As of March 31, 2026, the Company owned interests in 44 hotels with a total of 11,052 guest rooms.

As of June 30, 2026, the Company owned interests in 43 hotels with a total of 10,937 guest rooms.

The hotel properties are located in:

16 unchanged sentences

The Company is the sole general partner of the Operating Partnership.

As of March 31, 2026, the Company owned 98.8 % of the common limited partnership units issued by the Operating Partnership ("common units").

As of June 30, 2026, the Company owned 98.8 % of the common limited partnership units issued by the Operating Partnership ("common units").

The remaining 1.2 % of the common units are owned by the other limited partners of the Operating Partnership.

53 unchanged sentences

Acquisition and Disposition of Hotel Properties

The Company did not acquire any hotel properties during the three months ended March 31, 2026 or 2025.

The Company did not dispose of any hotel properties during the three months ended March 31, 2026.

The following table summarizes disposition transactions during 2025 (in thousands):

Hotel Property Name Location Sale Date Sale Price

The Company did not acquire any hotel properties during the six months ended June 30, 2026 or 2025.

The following table summarizes disposition transactions during 2026 and 2025 (in thousands):

Hotel Property Name Location Sale Date Sales Price

Chamberlain West Hollywood Hotel Los Angeles, CA May 27, 2026 $ 43,500

Montrose at Beverly Hills Los Angeles, CA November 19, 2025 $ 44,250

The Westin Michigan Avenue Chicago Chicago, IL December 3, 2025 72,000

For the three months ended March 31, 2026 and 2025, the accompanying consolidated statements of operations and comprehensive income included operating loss of $ 0.1 million and $ 5.5 million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold.

The Company received $ 26.1 million of the sales price of the Chamberlain West Hollywood Hotel in the form of 1,347,614 preferred shares and received $ 4.0 million of the sales price of the Montrose at Beverly Hills in the form of 208,447 preferred shares.

For the three and six months ended June 30, 2026, the accompanying consolidated statements of operations and comprehensive income included operating income of $ 0.4 million and $ 0.8 million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold.

For the three and six months ended June 30, 2025, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $ 3.4 million and $( 2.3 ) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold.

The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company's operations and financial results, and therefore, did not qualify as discontinued operations.

Investment in Hotel Properties

Investment in hotel properties as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Investment in hotel properties as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

June 30, 2026 December 31, 2025

Land $ 740,046 $ 754,384

11 unchanged sentences

As a result of this review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.

During the three months ended March 31, 2026, the Company recognized an impairment loss of $ 7.7 million for one hotel as a result of its fair value being lower than its carrying value.

During the six months ended June 30, 2026, the Company recognized an impairment loss of $ 8.8 million for one hotel as a result of its fair value being lower than its carrying value.

The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using purchase and sale agreements and information from marketing efforts for this property.

During the three months ended March 31, 2025, no impairment losses were incurred.

During the six months ended June 30, 2025, no impairment losses were incurred.

Lease Assets and Lease Liabilities

4 unchanged sentences

The operating lease right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements.

As of March 31, 2026, the Company's lease liabilities consisted of operating lease liabilities of $ 333.0 million and finance lease liabilities of $ 44.7 million.

As of June 30, 2026, the Company's lease liabilities consisted of operating lease liabilities of $ 335.9 million and finance lease liabilities of $ 44.9 million.

As of December 31, 2025, the Company's lease liabilities consisted of operating lease liabilities of $ 333.1 million and finance lease liabilities of $ 44.6 million.

The finance lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

The Company's debt consisted of the following as of March 31, 2026 and December 31, 2025 (dollars in thousands):

The Company's debt consisted of the following as of June 30, 2026 and December 31, 2025 (dollars in thousands):

Balance Outstanding as of

Interest Rate at March 31, 2026

Maturity Date March 31, 2026 December 31, 2025

Interest Rate at June 30, 2026

Maturity Date June 30, 2026 December 31, 2025

Unsecured revolving credit facilities

29 unchanged sentences

(1) Borrowings bear interest at floating rates.

Interest rate at March 31, 2026 gives effect to interest rate hedges.

Interest rate at June 30, 2026 gives effect to interest rate hedges.

(2) The Company has the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.

12 unchanged sentences

The margins for revolving credit facility loans range in amount from 1.45 % to 2.50 % for SOFR-based loans and 0.45 % to 1.50 % for Base Rate-based loans, depending on the Company's leverage ratio.

As of March 31, 2026, the Company had no outstanding borrowings, $ 8.8 million of outstanding letters of credit and a borrowing capacity of $ 641.2 million remaining on the senior unsecured revolving credit facility.

As of June 30, 2026, the Company had no outstanding borrowings, $ 8.8 million of outstanding letters of credit and a borrowing capacity of $ 641.2 million remaining on the senior unsecured revolving credit facility.

The Company is required to pay an unused commitment fee at an annual rate of 0.20 % or 0.30 % of the unused portion of the senior unsecured revolving credit facility, depending on the amount of borrowings outstanding.

3 unchanged sentences

Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount.

Standby letters of credit of $ 8.8 million and $ 7.9 million were outstanding as of March 31, 2026 and December 31, 2025, respectively.

As of March 31, 2026, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.

Standby letters of credit of $ 8.8 million and $ 7.9 million were outstanding as of June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026, the Company also has a $ 20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes.

On November 27, 2024, PHL amended the agreement governing the PHL Credit Facility to extend the maturity to October 2028.

2 unchanged sentences

The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility.

As of March 31, 2026, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of March 31, 2026, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

As of June 30, 2026, the Company had no borrowings under the PHL Credit Facility and had $ 20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of June 30, 2026, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

2 unchanged sentences

The term loans are subject to the debt covenants in the Credit Agreement.

As of March 31, 2026, the Company was in compliance with all debt covenants of its term loans.

As of June 30, 2026, the Company was in compliance with all debt covenants of its term loans.

The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities.

3 unchanged sentences

The Convertible Notes 2026 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.75 % per annum, payable semi-annually in arrears on June 15th and December 15th of each year.

As of March 31, 2026 and December 31, 2025, the Convertible Notes 2026 had $ 0.3 million and $ 0.4 million, respectively, of unamortized issuance costs outstanding.

Prior to June 15, 2026, the Convertible Notes 2026 are convertible upon certain circumstances.

On and after June 15, 2026, holders may convert any of their Convertible Notes 2026 into the Company's common shares of beneficial interest ("common shares") at the applicable conversion rate at any time at their election until two days prior to the maturity date.

As of June 30, 2026 and December 31, 2025, the Convertible Notes 2026 had $ 0.2 million and $ 0.4 million, respectively, of unamortized issuance costs outstanding.

Holders may convert any of their Convertible Notes 2026 into the Company's common shares of beneficial interest ("common shares") at the applicable conversion rate at any time at their election until two days prior to the maturity date.

The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes 2026, which represents an initial conversion price of approximately $ 25.47 per share.

1 unchanged sentence

Upon conversion of the Convertible Notes 2026, the Company may choose to pay or deliver cash, common shares or a combination of cash and shares.

As of March 31, 2026 and December 31, 2025, the if-converted value of the Convertible Notes 2026 did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes 2026, at its option, upon certain circumstances.

4 unchanged sentences

The Convertible Notes 2030 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.625 % per annum, payable semi-annually in arrears on January 15th and July 15th of each year.

As of March 31, 2026 and December 31, 2025, the Convertible Notes 2030 had $ 9.2 million and $ 9.8 million, respectively, of unamortized issuance costs outstanding.

As of June 30, 2026 and December 31, 2025, the Convertible Notes 2030 had $ 8.6 million and $ 9.8 million, respectively, of unamortized issuance costs outstanding.

Prior to July 15, 2029, the Convertible Notes 2030 are convertible upon certain circumstances.

3 unchanged sentences

Upon conversion of the Convertible Notes 2030, the Company will settle the conversion by paying cash up to the aggregate principal amount of the Convertible Notes 2030 to be converted and cash, common shares or a combination of cash and common shares, at the Company's election, with respect to the remainder, if any, of the conversion obligation in excess of the aggregate principal amount.

As of March 31, 2026 and December 31, 2025, the if-converted value of the Convertible Notes 2030 did not exceed the principal amount.

As of June 30, 2026, the Convertible Notes 2030 were not convertible.

Prior to July 20, 2028, the Company may not redeem the Convertible Notes 2030.

13 unchanged sentences

The indenture governing the Senior Notes 2029 contains covenants that are customary for similar securities and require the Company to maintain total unencumbered assets as of the end of each fiscal quarter of not less than 150 % of total unsecured indebtedness calculated on a consolidated basis.

As of March 31, 2026, the Company was in compliance with all such covenants.

As of June 30, 2026, the Company was in compliance with all such covenants.

Mortgage Loans

10 unchanged sentences

Interest Expense

The components of the Company's interest expense consisted of the following for the three months ended March 31, 2026 and 2025 (in thousands):

The components of the Company's interest expense consisted of the following for the three and six months ended June 30, 2026 and 2025 (in thousands):

For the three months ended

June 30, For the six months ended

2026 2025 2026 2025

Unsecured revolving credit facilities $ 558 $ 502 $ 1,085 $ 999

2 unchanged sentences

Unsecured senior notes

6,375 6,405 12,750 12,597

Mortgage loans 672 3,191 1,664 6,354

4 unchanged sentences

The Company estimates the fair value of its fixed rate convertible senior notes using public market prices and is classified within Level 1 of the fair value hierarchy.

The estimated fair value of the Company's fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of March 31, 2026 and December 31, 2025 was $ 1.2 billion.

The estimated fair value of the Company's fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of June 30, 2026 and December 31, 2025 was $ 1.4 billion and $ 1.2 billion, respectively.

The fair value of the Company's variable rate debt approximates its carrying value.

Future Minimum Principal Payments

As of March 31, 2026, the future minimum principal payments for the Company's debt are as follows (in thousands):

As of June 30, 2026, the future minimum principal payments for the Company's debt are as follows (in thousands):

2026 $ 351,163

7 unchanged sentences

All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at March 31, 2026 and December 31, 2025 consisted of the following, by maturity date (dollars in thousands):

The Company's interest rate swaps at June 30, 2026 and December 31, 2025 consisted of the following, by maturity date (dollars in thousands):

Aggregate Notional Value as of

Hedge Type Interest Rate Range (SOFR) Maturity March 31, 2026 December 31, 2025

Hedge Type Interest Rate Range (SOFR) Maturity June 30, 2026 December 31, 2025

Swap-cash flow 3.02 % - 3.03 %

15 unchanged sentences

The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of March 31, 2026 and December 31, 2025, the Company's interest rate swap assets had an aggregate fair value of $ 3.3 million and $ 0.7 million, respectively.

As of March 31, 2026 and December 31, 2025, the Company's interest rate swap liabilities had an aggregate fair value of zero and $ 0.9 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company's interest rate swap assets had an aggregate fair value of $ 6.2 million and $ 0.7 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company's interest rate swap liabilities had an aggregate fair value of zero and $ 0.9 million, respectively.

Interest rate swap assets are included in prepaid expenses and other assets and interest rate swap liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets.

The Company expects approximately $ 2.6 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

The Company expects to reclassify approximately $ 4.2 million from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income.

The following table presents revenues by geographic location for the three months ended March 31, 2026 and 2025 (in thousands):

The following table presents revenues by geographic location for the three and six months ended June 30, 2026 and 2025 (in thousands):

For the three months ended

Southern Florida/Georgia $ 89,545 $ 85,455

June 30, For the six months ended

2026 2025 2026 2025

San Diego, CA $ 91,311 $ 86,700 $ 174,633 $ 161,911

San Francisco, CA 47,481 33,741

Southern Florida/Georgia 76,232 70,951 165,777 156,406

Boston, MA 81,882 80,956 127,218 127,729

San Francisco, CA 40,976 37,309 88,457 71,050

Los Angeles, CA 44,483 44,630 86,785 78,927

5 unchanged sentences

______________________

(1) Other includes:

Chicago, IL, Newport, RI and Santa Cruz, CA .

(1) Other includes Chicago, IL, Newport, RI and Santa Cruz, CA .

Payments from customers are primarily made when services are provided.

6 unchanged sentences

Common Share Repurchase Program

On October 21, 2025, the Company's Board of Trustees authorized a common share repurchase program of up to $ 150.0 million of common shares.

On October 21, 2025, the Company's Board of Trustees authorized a share repurchase program of up to $ 150.0 million of common shares.

Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement.

1 unchanged sentence

Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares.

During the three months ended March 31, 2026, the Company repurchased 405,821 common shares for an aggregate purchase price of $ 4.9 million, or an average of approximately $ 12.12 per share.

As of March 31, 2026, $ 145.1 million of common shares remained available for repurchase under this program.

During the six months ended June 30, 2026, the Company repurchased 944,452 common shares for an aggregate purchase price of $ 12.9 million, or an average of approximately $ 13.63 per share.

As of June 30, 2026, $ 137.1 million of common shares remained available for repurchase under this program.

Common Dividends

The Company declared the following dividends on common shares/units for the three months ended March 31, 2026:

The Company declared the following dividends on common shares/units for the six months ended June 30, 2026:

Dividend per Share/Unit For the Quarter Ended Record Date Payable Date

$ 0.01 March 31, 2026 March 31, 2026 April 15, 2026

$ 0.01 June 30, 2026 June 30, 2026 July 15, 2026

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $ 0.01 par value per share ("preferred shares").

The following preferred shares were outstanding as of March 31, 2026 and December 31, 2025:

Security Type March 31, 2026 December 31, 2025

The following preferred shares were outstanding as of June 30, 2026 and December 31, 2025:

Security Type June 30, 2026 December 31, 2025

6.375 % Series E

9 unchanged sentences

The Preferred Shares do not have any maturity date and are not subject to mandatory redemption.

The Company may redeem the Series E and Series F Preferred Shares at any time.

The Series G and Series H Preferred Shares may not be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company's continuing qualification as a REIT or as discussed below.

On or after such dates, the Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $ 25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption.

The Company may redeem the Preferred Shares at any time.

The Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $ 25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption.

Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE American or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $ 25.00 per share, plus any accrued and unpaid distributions through the date of redemption.

1 unchanged sentence

The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.

Preferred Share Repurchase Program

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 100.0 million of the Preferred Shares.

Preferred Share Repurchase Programs

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $ 100.0 million of the Preferred Shares (the "2023 Preferred Share Repurchase Program").

Under the terms of the program, the Company may repurchase up to an aggregate of $ 100.0 million of its 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

During the three months ended March 31, 2026, no Preferred Shares were repurchased.

As of March 31, 2026, $ 74.1 million of Preferred Shares remained available for repurchase under this program.

During the six months ended June 30, 2026, the Company repurchased and retired 1,487,038 Preferred Shares for an aggregate purchase price of $ 28.6 million, or an average of approximately $ 19.22 per share.

This includes 1,347,614 Preferred Shares received as partial consideration for the sale of Chamberlain West Hollywood Hotel and 139,424 Preferred Shares repurchased in the market.

As of June 30, 2026, $ 45.6 million remained available for repurchase of Preferred Shares under this program.

On July 24, 2026, the Company's Board of Trustees authorized a new share repurchase program of up to $ 50.0 million of Preferred Shares (the "2026 Preferred Share Repurchase Program"), which will commence upon the completion of the 2023 Preferred Share Repurchase Program.

Under the 2026 Preferred Share Repurchase Program, the Company may repurchase up to an aggregate of $ 50.0 million of its 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions.

The program does not require the Company to repurchase any specific number of Preferred Shares.

The program does not have an expiration date and may be suspended, modified or discontinued at any time.

The programs do not require the Company to repurchase any specific number of Preferred Shares.

The programs do not have an expiration date and may be suspended, modified or discontinued at any time.

Preferred Dividends

The Company declared the following dividends on preferred shares for the three months ended March 31, 2026:

The Company declared the following dividends on preferred shares for the six months ended June 30, 2026:

Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date

1 unchanged sentence

$ 0.40 March 31, 2026 March 31, 2026 April 15, 2026

6.375 % Series E

$ 0.40 June 30, 2026 June 30, 2026 July 15, 2026

6.30 % Series F

$ 0.39 March 31, 2026 March 31, 2026 April 15, 2026

6.30 % Series F

$ 0.39 June 30, 2026 June 30, 2026 July 15, 2026

6.375 % Series G

$ 0.40 March 31, 2026 March 31, 2026 April 15, 2026

6.375 % Series G

$ 0.40 June 30, 2026 June 30, 2026 July 15, 2026

5.70 % Series H

$ 0.36 March 31, 2026 March 31, 2026 April 15, 2026

5.70 % Series H

$ 0.36 June 30, 2026 June 30, 2026 July 15, 2026

Non-controlling Interest of Common Units in Operating Partnership

Holders of Operating Partnership units ("OP units") have certain redemption rights that enable OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company's option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one -for-one basis.

Holders of Operating Partnership common units ("OP units") have certain redemption rights that enable OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company's option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one -for-one basis.

The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units.

As of March 31, 2026 and December 31, 2025, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.

As of March 31, 2026, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units.

As of June 30, 2026 and December 31, 2025, the Operating Partnership had 16,291 OP units held by third parties, excluding LTIP units.

As of June 30, 2026, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units.

All of the outstanding LTIP units are held by officers of the Company.

1 unchanged sentence

On February 5, 2026, the Board of Trustees granted time-vesting restricted awards of 183,587 LTIP Class B units to executive officers.

As of March 31, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested.

As of June 30, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested.

As of December 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

1 unchanged sentence

Non-controlling Interest of Preferred Units in Operating Partnership

On May 11, 2022, in connection with the acquisition of Inn on Fifth, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0 % Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units").

On May 11, 2022, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0 % Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units").

The Series Z Preferred Units rank senior to the OP units and on parity with the Operating Partnership's Series E, Series F, Series G and Series H Preferred Units.

Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0 % of the liquidation preference value of $ 25.00 per share.

At any time, holders of Series Z Preferred Units may elect to convert some or all of their units into any other series of the Operating Partnership's preferred units outstanding at that time.

After the second anniversary of the issuance of the Series Z Preferred Units, holders may elect to redeem some or all of their units for, at the Company's election, cash, common shares having an equivalent value or preferred shares on a one -for-one basis.

After May 11, 2029, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one -for-one basis.

At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company's election, cash or common shares having an equivalent value.

As of March 31, 2026 and December 31, 2025, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

Holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company's election, cash, common shares having an equivalent value or a like number of Preferred Shares of a series selected by the redeeming holder.

As of June 30, 2026 and December 31, 2025, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

Share-Based Compensation Plan

5 unchanged sentences

All outstanding share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements.

As of March 31, 2026, there were 3,468,815 common shares available for issuance under the Plan.

As of June 30, 2026, there were 3,463,261 common shares available for issuance under the Plan.

Service Condition Share Awards

1 unchanged sentence

These shares generally vest over three to five years based on continued service or employment.

The following table provides a summary of service condition restricted share activity for the three months ended March 31, 2026:

The following table provides a summary of service condition restricted share activity for the six months ended June 30, 2026:

Shares Weighted-Average

3 unchanged sentences

Vested ( 215,397 ) $ 16.47

Unvested at March 31, 2026

Unvested at June 30, 2026

390,872 $ 12.85

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 0.6 million and $ 0.7 million , respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2026, the Company recognized approximately $ 0.5 million and $ 1.1 million, respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 0.8 million and $ 1.5 million , respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

2 unchanged sentences

The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2029 based on the performance criteria set forth in the award agreements for the period of performance from January 1, 2026 through December 31, 2028.

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 1.3 million of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2026, the Company recognized approximately $ 1.4 million and $ 2.7 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 1.5 million and $ 2.8 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.

Long-Term Incentive Partnership Units

As of March 31, 2026, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.

As of June 30, 2026, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units.

All of the outstanding LTIP units are held by officers of the Company.

2 unchanged sentences

The fair value of each award was determined based on the closing price of the Company's common shares on the grant date of $ 11.89 per unit with an aggregate grant date fair value of $ 2.2 million.

As of March 31, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested.

As of June 30, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested.

As of December 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested.

Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described in Note 7.

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $ 0.5 million and $ 1.2 million, respectively, in expense related to these LTIP units.

For the three and six months ended June 30, 2026, the Company recognized approximately $ 0.5 million and $ 1.0 million, respectively, in expense related to these LTIP units.

The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company's accompanying consolidated balance sheets.

For the three and six months ended June 30, 2025, the Company recognized approximately $ 1.2 million and $ 2.4 million, respectively, in expense related to these LTIP units.

The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company's accompanying consolidated balance sheets.

As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders.

8 unchanged sentences

For the three months ended

June 30, For the six months ended

2026 2025 2026 2025

Net income (loss) attributable to common shareholders $ 20,659 $ 7,424 $ ( 9,042 ) $ ( 36,154 )

Dividends paid on unvested share-based compensation ( 8 ) ( 8 ) ( 15 ) ( 17 )

Net income (loss) available to common shareholders — basic and diluted $ ( 29,708 ) $ ( 43,587 )

Weighted-average number of common shares — basic and diluted 113,331,501 119,204,243

Net income (loss) per share available to common shareholders — basic and diluted $ ( 0.26 ) $ ( 0.37 )

For the three months ended March 31, 2026 and 2025, 1,453,598 and 1,390,560 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three months ended March 31, 2026 and 2025, 13,739,215 and 29,441,175 , respectively, of common shares underlying the Convertible Notes 2026 have been excluded from diluted shares as their effect would have been anti-dilutive.

Undistributed earnings attributable to share-based compensation ( 125 ) ( 45 ) — —

Net income (loss) available to common shareholders — basic $ 20,526 $ 7,371 $ ( 9,057 ) $ ( 36,171 )

Interest expense on convertible notes 1,531 — — —

Net income (loss) available to common shareholders — diluted $ 22,057 $ 7,371 $ ( 9,057 ) $ ( 36,171 )

Weighted-average number of common shares — basic 112,741,241 118,172,417 113,034,743 118,685,483

Effect of dilutive share-based compensation 624,642 211,029 — —

Effect of dilutive convertible notes 13,739,215 — — —

Weighted-average number of common shares — diluted 127,105,098 118,383,446 113,034,743 118,685,483

Net income (loss) per share available to common shareholders — basic $ 0.18 $ 0.06 $ ( 0.08 ) $ ( 0.30 )

Net income (loss) per share available to common shareholders — diluted $ 0.17 $ 0.06 $ ( 0.08 ) $ ( 0.30 )

For the three and six months ended June 30, 2026, zero and 1,453,904 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2025, 998,501 and 1,390,978 , respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2026, zero and 13,739,215 , respectively, of common shares underlying the Convertible Notes 2026 have been excluded from diluted shares as their effect would have been anti-dilutive.

For the three and six months ended June 30, 2025, 29,441,175 of common shares underlying the Convertible Notes 2026 have been excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

The 3,104,400 Series Z Preferred Units have been excluded from diluted shares as their effect would have been anti-dilutive for all periods presented.

Commitments and Contingencies

4 unchanged sentences

Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds.

Termination fees range from zero to up to three times the annual base management and incentive management fees, depending on the agreement and the reason for termination.

Termination fees range from zero to up to two times the annual base management and incentive management fees, depending on the agreement and the reason for termination.

Certain of the Company's management agreements are non-terminable except upon the manager's breach of a material representation or the manager's failure to meet performance thresholds as defined in the management agreement.

2 unchanged sentences

The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

For the three months ended March 31, 2026 and 2025, combined base and incentive management fees were $ 8.4 million and $ 7.6 million, respectively.

For the three and six months ended June 30, 2026, combined base and incentive management fees were $ 11.1 million and $ 19.5 million, respectively.

For the three and six months ended June 30, 2025, combined base and incentive management fees were $ 11.2 million and $ 18.8 million, respectively.

Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

2 unchanged sentences

Restricted Cash

At March 31, 2026 and December 31, 2025, the Company had $ 8.4 million and $ 12.0 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

At June 30, 2026 and December 31, 2025, the Company had $ 9.4 million and $ 12.0 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Long-Term Property Operating and Finance Leases

At March 31, 2026, the following hotels were subject to leases as follows:

At June 30, 2026, the following hotels were subject to leases as follows:

Lease Properties Lease Type Lease Expiration Date

32 unchanged sentences

Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.

The components of ground rent expense for the three months ended March 31, 2026 and 2025 are as follows (in thousands):

The components of ground rent expense for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands):

For the three months ended

June 30, For the six months ended

2026 2025 2026 2025

Fixed ground rent $ 5,200 $ 4,825 $ 10,356 $ 9,635

5 unchanged sentences

Supplemental Information to Statements of Cash Flows (in thousands)

For the three months ended

For the six months ended

Interest paid, net of capitalized interest $ 45,228 $ 51,068

7 unchanged sentences

Write-down of investment $ 1,639 $ 2,662

Preferred shares received in connection with hotel sale $ 25,865 $ —

Operating Segment Information

The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to net income (loss) for the three months ended March 31, 2026 and 2025 (in thousands):

The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to net income (loss) for the three and six months ended June 30, 2026 and 2025 (in thousands):

For the three months ended

June 30, For the six months ended

2026 2025 2026 2025

Total revenues $ 407,142 $ 407,537 $ 752,798 $ 727,803

22 unchanged sentences

(1) Other segment items include expenses incurred for parking, spa, franchise fees and other hotel operating expenses.

(2) Corporate and other include corporate general and administrative and other operating income and expenses.

(2) Corporate and other includes corporate general and administrative and other operating income and expenses.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements