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Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
−Removed: There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Warning Concerning Forward-Looking Statements
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These forward-looking statements include, among others, statements about:
−Removed: economic and market conditions and their potential impacts on us, our hotel managers and our tenants;
+Added: economic and market conditions and their potential impacts on us, our tenants and our hotel managers;
expectations regarding demand for corporate travel and lodging;
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our capital expenditure plans and commitments;
−Removed: our expected use of proceeds;
our ability to incur additional debt;
−Removed: our ability to rebalance our hotel portfolio towards full-service urban and leisure-oriented properties through asset sales and the future composition of our portfolio;
−Removed: our ability to reduce leverage initially and incur debt in the future for business purposes and capital expenditures through our planned sales of hotels;
−Removed: our contemplated disposition program;
−Removed: our ability to acquire single-tenant freestanding properties that are either service oriented, non-discretionary or e-commerce resistant;
−Removed: potential extension of our IHG agreement;
+Added: our continued focus on reducing debt;
+Added: our transition to a company with the majority of our properties being service-focused retail net lease properties through the growth of our net lease portfolio and improving the performance of the Retained Hotels;
+Added: our pending or potential property dispositions;
and the amount and timing of future distributions.
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Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
−Removed: • The ability of Sonesta to successfully operate the hotels it manages for us,
−Removed: • Our ability and the ability of our managers and tenants to operate under unfavorable market and commercial real estate industry conditions due to, among other things, uncertainties surrounding interest rates and inflation, supply chain disruptions, emerging technologies, volatility in the public equity and debt markets, effect of or changes to tariffs or trading policies, pandemics, geopolitical instability and tensions, any U.S.
+Added: • Our ability and the ability of our tenants and managers to operate under unfavorable market and commercial real estate industry conditions due to, among other things, uncertainties surrounding interest rates and inflation, supply chain disruptions, emerging technologies, volatility in the public equity and debt markets, changing tariffs and trade policies and related uncertainty, geopolitical instability and tensions, pandemics, any U.S.
government shutdown, economic downturns or a possible recession, labor market conditions or changes in real estate utilization,
+Added: • The ability of Sonesta to successfully operate the hotels it manages for us,
+Added: • Our ability to repay or refinance our debts as they mature or otherwise become due,
• Our ability to sell properties at prices we target, and the timing of such sales,
+Added: • Our ability to raise or appropriately balance the use of debt or equity capital,
• Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions,
−Removed: • Our ability to repay or refinance our debts as they mature or otherwise become due,
• Our ability to maintain sufficient liquidity, including the availability of borrowings under our revolving credit facility and the VFN,
• Our ability to pay interest on and principal of our debt,
+Added: • Whether and the extent to which our tenants and managers will pay the contractual amounts of returns, rents or other obligations due to us,
• The impact of changes in U.S.
and foreign government administrative policies, including the imposition of or increases in tariffs and changes to existing trade agreements, on macroeconomic conditions, supply chains and the cost of products our operators use, and on the results of operations of our operators and us,
−Removed: • Whether and the extent to which our managers and tenants will pay the contractual amounts of returns, rents or other obligations due to us,
−Removed: • Competition within the commercial real estate, hotel, transportation and travel center and other industries in which our managers and tenants operate, particularly in those markets in which our properties are located,
+Added: • Competition within the commercial real estate, hotel, transportation and travel center and other industries in which our tenants and managers operate, particularly in those markets in which our properties are located,
+Added: • Potential defaults under our leases and management agreements by our tenants and managers,
• Our ability to make cost-effective improvements to our properties that enhance their appeal to hotel guests and net lease tenants,
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• Our ability to identify properties that we want to acquire or to negotiate acceptable purchase prices, acquisition financing terms, management agreements or lease terms for new properties, or ability to complete acquisitions,
−Removed: • Our ability to raise or appropriately balance the use of debt or equity capital,
−Removed: • Potential defaults under our management agreements and leases by our managers and tenants,
−Removed: • Our ability to increase hotel room rates and rents at our net leased properties as our leases expire in excess of our operating expenses and to grow our business,
−Removed: • Our ability to increase and maintain hotel room and net lease property occupancy at our properties,
−Removed: • Our ability to engage and retain qualified managers and tenants for our hotels and net lease properties on satisfactory terms,
+Added: • Our ability to increase rents at our net leased properties as our leases expire and hotel room rates in excess of our operating expenses and to grow our business,
+Added: • Our ability to increase and maintain net lease property and hotel room occupancy at our properties,
+Added: • Our ability to engage and retain qualified tenants and managers for our net lease properties and hotels on satisfactory terms,
• Our ability to diversify our sources of rents and returns that improve the security of our cash flows,
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• Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
−Removed: • Acts of terrorism, outbreaks of pandemics or other public health safety events or conditions, war or other hostilities, global climate change or other man-made or natural disasters beyond our control, and
+Added: • Acts of terrorism, war or other hostilities, outbreaks of pandemics or other public health safety events or conditions, global climate change or other man-made or natural disasters beyond our control, and
• Other matters.
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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.