Summit Hotel Properties, Inc. (INN)

CIK: 0001497645. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1497645. Latest filing source: 0001497645-26-000015.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001497645.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001497645.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001497645-26-000040.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2025, and our unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Unless stated otherwise or the context otherwise requires, references in this report to “we,” “our,” “us,” “our company” or “the company” mean Summit Hotel Properties, Inc. and its consolidated subsidiaries.

Cautionary Statement about Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “forecast,” “project,” “potential,” “continue,” “likely,” “will,” “would” or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and the ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

•global, national, regional and local economic and geopolitical conditions and events, including wars or potential hostilities, such as future terrorist attacks, that may negatively affect business transient, group, international and other travel or consumer behavior;

•changes in federal or state regulations or policies, such as the effect of significantly increased tariffs or retaliatory responses to increased tariffs, that could affect the labor market or our business;

•the effect of government shut-downs;

•macroeconomic conditions related to, and our ability to manage, inflationary pressures for commodities, labor and other costs of our business;

•consumer purchasing power and overall behavior, or a potential recessionary environment, which could adversely affect our costs, liquidity, consumer confidence, and demand for travel and lodging;

•levels of spending for business and leisure travel;

•adverse changes in occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) and other lodging property operating metrics;

•potential changes in operations, including as a result of new regulations or changes in brand standards;

•financing risks, including the risk of leverage and the corresponding risk of default on our existing indebtedness and potential inability to refinance or extend the maturities of our existing indebtedness;

•effects of infectious disease outbreaks or pandemics;

•default by borrowers to which we lend or provide seller financing;

•supply and demand factors in our markets or sub-markets;

•the effect of alternative accommodations on our business;

•financial condition of, and our relationships with, third-party property managers and franchisors;

•the degree and nature of our competition;

•increased interest rates or continued high rates of interest;

•increased renovation costs, which may cause actual renovation costs to exceed our current estimates;

•supply-chain disruption, which may reduce access to operating supplies or construction materials and increase related costs;

•changes in zoning laws;

•significant increases in real property taxes;

•significant increases in insurance costs or availability, including losses in excess of estimates for self-insured risks;

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•risks associated with lodging property acquisitions, including the ability to ramp up and stabilize newly acquired lodging properties with limited or no operating history or that require substantial amounts of capital improvements for us to earn economic returns consistent with our expectations at the time of acquisition;

•risks associated with dispositions of lodging properties, including our ability to successfully complete the sale of lodging properties under contract to be sold, including the risk that the purchaser may not have access to the capital needed to complete the purchase;

•the nature of our structure and transactions such that our federal and state taxes are complex and there is risk of successful challenges to our tax positions by the Internal Revenue Service (“IRS”) or other federal and state taxing authorities;

•availability of and the abilities of our property managers and us to retain qualified personnel at our lodging property and corporate offices;

•our failure to maintain our qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “IRC”);

•changes in our business or investment strategy;

•availability, terms and deployment of capital;

•general volatility of the capital markets and the market price of our common stock;

•environmental uncertainties and risks, including related to natural disasters;

•our ability to recover fully under third-party indemnities or our existing insurance policies for insurable losses and our ability to maintain adequate or full replacement cost “all-risk” property insurance policies on our properties on commercially reasonable terms;

•a data breach or significant disruption of our information technology systems and networks, or those of our brand or third-party property manager partners, due to cybersecurity incidents may result in losses that are greater than insurance coverages or indemnities from service providers. Cybersecurity incidents could also result in, among other things, a loss of business due to a decline in consumer confidence;

•our ability to manage rapidly advancing artificial intelligence technology related to our business;

•our ability to effectively manage our joint ventures with our joint venture partners;

•current and future changes to the IRC;

•our ability to continue to maintain an effective corporate responsibility program;

•our ability to successfully implement our share repurchase program or implement future share repurchase programs;

•the other factors discussed under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Overview

Summit Hotel Properties, Inc. is a self-managed lodging property investment company that was organized in June 2010 and completed its initial public offering in February 2011. We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. Our lodging properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, and leisure attractions. Substantially all of our assets are held by, and all of our operations are conducted through, our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”). Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At March 31, 2026, we owned, directly and indirectly, approximately 89% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding 6.25% Series E and 5.875% Series F preferred units of limited partnership interest. NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC own all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership (“Series Z Preferred Units”), which was issued as part of the NCI Transaction (as defined in “Note 5 -Debt” to the accompanying Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”

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At March 31, 2026, our portfolio consisted of 94 lodging properties with a total of 14,226 guestrooms located in 24 states of the United States of America. We own our lodging properties in fee simple, except for six lodging properties which are subject to ground leases or subleases. As of March 31, 2026, we own 100% of the outstanding equity interests in 52 of the 94 lodging properties. We own a 51% controlling interest in 39 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90% equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.

Our hotel properties primarily operate under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide (“Hilton”), Hyatt® Hotels Corporation (“Hyatt”) and InterContinental® Hotels Group (“IHG”). We also own two independent lodging properties.

We have elected to be taxed as a REIT for federal income tax purposes commencing with our short taxable year ended December 31, 2011. To qualify as a REIT, we cannot operate or manage our lodging properties. Accordingly, all of our lodging properties are leased to our taxable REIT subsidiaries (“TRS Lessees” or “TRSs”). All of our lodging properties are operated pursuant to lodging property management agreements between our TRS Lessees and professional, third-party lodging property management companies that are not affiliated with us as follows:

Management Company

Number of

Properties

Number of

Guestrooms

Affiliates of Aimbridge Hospitality, LLC

48 

7,323 

OTO Development, LLC

11 

1,560 

Affiliates of Magna Hospitality Group, L.C.

10 

1,619 

Stonebridge Realty Advisors, Inc. and affiliates

7 

1,042 

Crestline Hotels & Resorts, LLC

7 

927 

Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott, Inc.

3 

413 

White Lodging Services Corporation

2 

453 

Hersha Hospitality Management

2 

338 

MIA Hospitality Management, LLC

2 

264 

InterContinental Hotel Group Resources, Inc., an affiliate of IHG

1 

252 

Blink Data Services, LLC

1 

35 

Total

94 

14,226 

Our typical lodging property management agreement requires us to pay a base fee to our lodging property manager calculated as a percentage of lodging property revenues. In addition, our

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Industry Trends and Outlook

Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of demand, and therefore lodging revenues, include changes in gross domestic product, corporate profits, capital investments, employment, government policy, inbound international travel, and consumer and corporate sentiment. From a cost perspective, elevated inflation increased the cost of salaries, wages, supplies, material, freight, insurance, and energy in recent years. A portion of these costs were partially offset by increases in average guestroom rates for lodging properties. Expense growth has moderated to a pace consistent with historical long-term inflation rates; however, certain costs remain above historical levels and could be further affected by changes in tariff policies and agreements.

During 2025, we experienced a modest same-store revenue decline resulting primarily from a reduction in government-related and inbound international travel. Ongoing macroeconomic uncertainty has had a negative effect on consumer and corporate sentiment and spending, and resulted in modest near-term pricing pressure in certain lodging demand segments. This uncertainty has been driven by various factors, including the current political environment, recent policy changes, such as tariff policies, and ongoing concerns related to inflationary pressures. The medium- and long-term outlook for the industry remain favorable as forecasted room night demand growth and increases in average daily rate, coupled with minimal supply growth, are expected to drive industry RevPAR growth over the next several years.

Operating Performance Metrics

We use a variety of performance indicators and other information to evaluate the financial condition and operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP, as well as other financial information that is not prepared in accordance with GAAP. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the performance of individual lodging properties, groups of lodging properties or our business as a whole. We periodically compare historical information to our internal budgets as well as industry-wide information. These key indicators include:

•Hotel EBITDA — Hotel EBITDA is a measure of the operating performance of our lodging properties after excluding the effects of financing decisions, tax systems, and non-cash expenses such as depreciation and amortization.

•Hotel Gross Operating Profit — Hotel Gross Operating Profit (“GOP”) is a measure of the profitability of our lodging properties from core operations and represents Hotel EBITDA exclusive of property taxes, insurance, and management fees.

•Occupancy — Occupancy represents the total number of guestrooms occupied divided by the total number of guestrooms available.

•Average Daily Rate — ADR represents total room revenues divided by the total number of paid occupied guestrooms.

•Revenue Per Available Room — RevPAR is the product of ADR and Occupancy.

Occupancy, ADR and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important metric for monitoring operating performance at the individual lodging property level and across our business as a whole. We evaluate individual lodging property RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and market-by-market basis. ADR and RevPAR are based only on room revenue. Room revenue depends on demand (as measured by occupancy), pricing (as measured by ADR), and our available supply of lodging property guestrooms. Our ADR, occupancy and RevPAR performance may be affected by macroeconomic factors such as regional and local employment growth, personal income and corporate earnings, office vacancy rates and business relocation decisions, air travel and other business and leisure travel, new lodging property construction, and the pricing strategies of competitors. In addition, our ADR, occupancy and RevPAR performance is dependent on the continued success of our partners, franchisors and brands.

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Lodging Property Portfolio Activity

We continually evaluate alternatives to refine our portfolio to drive growth and create value. In the normal course of business, we evaluate opportunities to acquire additional properties that meet our investment criteria and opportunities to recycle capital through the disposition of properties. As such, the composition and size of our portfolio of properties may change materially over time. Significant changes to our portfolio of properties could have a material effect on our Consolidated Financial Statements.

During the fourth quarter of 2023, the GIC Joint Venture entered into a purchase and sale agreement with a third-party to sell the 127-guestroom Hyatt Place Dallas (Plano), TX for $10.3 million. We reclassified the property in Assets held for sale, net at December 31, 2023 and recorded a write-down of $4.0 million in the fourth quarter of 2023 for the excess of the net carrying amount of the portfolio of properties over the net selling price less estimated costs to sell. We completed the sale of the property in February 2024 under the terms described above.

In April 2024, we completed the sale of the 202-guestroom Courtyard by Marriott and the 208-guestroom SpringHill Suites by Marriott, both located in New Orleans, LA, for an aggregate selling price of $73.0 million, which resulted in a gain of approximately $28.3 million.

In April 2024, the GIC Joint Venture completed the sale of the 119-guestroom Hilton Garden Inn - Bryan (College Station), TX for $11.0 million. The net selling price of the lodging property approximated its net book value on the closing date.

In October 2024, we completed the sale of the 101-guestroom Four Points by Marriott San Francisco Airport for $17.7 million, which resulted in a gain of approximately $0.4 million.

In December 2024, the GIC Joint Venture acquired the Hampton Inn located in Revere (Boston), MA and the Hilton Garden Inn located in Tysons Corner (Vienna), VA with an aggregate total of 399 guestrooms for a combined purchase price of $96.0 million. The purchase price (including approximately $0.3 million of acquisition costs) was funded through a combination of a $2.9 million escrow deposit, capital contributions from our GIC Joint Venture partner totaling $21.5 million, $49.5 million of borrowings on our expanded GIC Joint Venture Credit Facility (See “Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 - Debt”), and our capital contribution of $22.4 million from proceeds from the sale of the Four Points by Marriott San Francisco Airport and cash on hand.

In February 2025, we closed on the sale of a 5.99-acre parcel of undeveloped land in San Antonio, TX for a selling price of $1.3 million, which approximated its carrying amount.

In October 2025, the GIC Joint Venture completed the sale of the 107-guestroom Courtyard by Marriott, Amarillo, Texas for a selling price of $20.0 million, which resulted in a gain of approximately $4.2 million.

In October 2025, we completed the sale of the 123-guestroom Courtyard by Marriott in Kansas City, MO for a selling price of $19 million, which resulted in a gain of approximately $2.5 million.

In November 2025, the GIC Joint Venture entered into a purchase and sale agreement to sell the 122-guestroom Hilton Garden Inn, Longview, TX for a selling price of $12.3 million. We reclassified the carrying value of the property to Assets held for sale, net at December 31, 2025 and recorded a write-down of $1.8 million in the fourth quarter of 2025 for the excess of the net carrying amount of the lodging property over the net selling price less estimated costs to sell. We completed the sale of the property on February 20, 2026 under the terms described above.

See “Part II – Item 8. – Financial Statements and Supplementary Data –Note 3 - Investments in Lodging Property, net” to the Consolidated Financial Statements for additional information concerning our asset acquisitions, development, and dispositions.

Revenues and Operating Expenses

Our revenues are derived from lodging operations and consist of room revenue, food and beverage revenue and other revenue. As a result of our focus on lodging properties with efficient operating models, substantially all of our revenues are related to the sales of guestrooms. Our other revenue consists of ancillary revenues related to meeting rooms, parking and other guest services provided at certain of our properties.

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Our property operating expenses consist primarily of expenses incurred in the day-to-day operation of our lodging properties. Many of our expenses are fixed, such as essential lodging property staff, real estate taxes, insurance, and depreciation. These expenses generally do not decrease even if the revenues at our lodging properties decrease. Room expense includes housekeeping and front office wages and payroll taxes, room supplies, laundry services and other costs. Food and beverage expense primarily includes the cost of food, the cost of beverages and associated labor costs. Other operating expenses include labor and other costs associated with administrative departments, sales and marketing, repair and maintenance, utility costs and franchise fees.

Results of Operations

The comparisons that follow should be reviewed in conjunction with the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Comparison of 2025 to 2024

The following table contains key operating metrics for our total portfolio and our same-store portfolio for the year ended December 31, 2025 compared with the year ended December 31, 2024 (dollar amounts in thousands, except ADR and RevPAR). Our same-store portfolio consists of properties that we owned as of December 31, 2025 and that we have owned at all times since January 1, 2024.

2025

2024

Year-over-Year

Dollar Change

Year-over-Year

Percentage Change

Total 

Portfolio

(95 Properties)

Same-Store (1)

Portfolio

(93 properties)

Total 

Portfolio

(97 properties)

Same-Store

Portfolio

(93 properties)

Total 

Portfolio

(95/97 properties)

Same-Store

Portfolio

(93 properties)

Total 

Portfolio

(95/97 properties)

Same-Store

Portfolio

(93 properties)

Revenues:

Room

$

643,795 

$

619,235 

$

650,713 

$

632,036 

$

(6,918)

$

(12,801)

(1.1)

%

(2.0)

%

Food and beverage

43,213 

42,098 

40,865 

40,080 

2,348 

2,018 

5.7 

%

5.0 

%

Other

42,464 

41,342 

40,205 

39,014 

2,259 

2,328 

5.6 

%

6.0 

%

    Total

$

729,472 

$

702,675 

$

731,783 

$

711,130 

$

(2,311)

$

(8,455)

(0.3)

%

(1.2)

%

Expenses:

Room

$

151,441 

$

146,024 

$

146,790 

$

142,682 

$

4,651 

$

3,342 

3.2 

%

2.3 

%

Food and beverage

32,933 

31,949 

30,964 

30,305 

1,969 

1,644 

6.4 

%

5.4 

%

Other lodging property operating expenses

231,282 

221,841 

224,409 

216,958 

6,873 

4,883 

3.1 

%

2.3 

%

Total

$

415,656 

$

399,814 

$

402,163 

$

389,945 

$

13,493 

$

9,869 

3.4 

%

2.5 

%

Occupancy

73.7 

%

73.7 

%

73.6 

%

73.7 

%

n/a

n/a

0.1 

%

(0.1)

%

ADR

$

164.85 

$

165.22 

$

167.48 

$

168.15 

$

(2.63)

$

(2.93)

(1.6)

%

(1.7)

%

RevPAR

$

121.44 

$

121.73 

$

123.19 

$

124.01 

$

(1.75)

$

(2.28)

(1.4)

%

(1.8)

%

  (1)    Same-store information includes operating results for 93 hotels owned by the Company as of January 1, 2024, and at all times during the years ended December 31, 2025, and 2024.

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The total portfolio information above for the years ended December 31, 2025 and 2024 reflects operating results for various portions of each year for certain lodging properties as a result of the sales and acquisitions of lodging properties. The following table details how the acquisition and disposition transactions affect each reporting year:

Portion of Operating Results Included

Transaction

For the Years Ended December 31,

Date

2025

2024

Acquired Properties:

For the Year Ended December 31, 2024 (the “2024 Acquired Properties”):

Portfolio of Two Lodging Properties

December 2024

Full Period

Partial Period

Sold Properties:

For the Year Ended December 31, 2025 (the “2025 Sold Properties”):

Courtyard by Marriott - Amarillo, TX

October 2025

Partial Period

Full Period

Courtyard by Marriott - Kansas City, MO

October 2025

Partial Period

Full Period

For the Year Ended December 31, 2024 (the “2024 Sold Properties”):

Four Points by Marriott San Francisco Airport

October 2024

None

Partial Period

Courtyard by Marriott and SpringHill Suites - New Orleans, LA

April 2024

None

Partial Period

Hilton Garden Inn - College Station, TX

April 2024

None

Partial Period

Hyatt Place - Dallas (Plano), TX

February 2024

None

Partial Period

Changes from the year ended December 31, 2025 compared with the year ended December 31, 2024 were due to the following:

•Revenues and RevPAR. Room revenues for our total portfolio decreased by $6.9 million for the year ended December 31, 2025 compared with the year ended December 31, 2024 as a result of a $12.8 million decrease in same-store revenues driven primarily by reduced government-related and inbound international travel, partially offset by a $5.9 million increase in room revenues due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2025 Sold Properties and the 2024 Sold Properties (collectively, the “Sold Properties”).

On a same-store basis, occupancy decreased approximately 0.1% and ADR decreased 1.7% during the year ended December 31, 2025, which resulted in a 1.8% decrease in same-store RevPAR. For the total portfolio, we experienced an increase of approximately 0.1% in occupancy and a decrease of 1.6% in ADR during the year ended December 31, 2025. This resulted in a decrease in RevPAR of 1.4% for the year ended December 31, 2025 compared with the year ended December 31, 2024.

•Room Expenses. Room expenses for our total portfolio increased by $4.7 million for the year ended December 31, 2025 compared with the year ended December 31, 2024 as a result of a $1.4 million increase in room expenses due to the net effect of the sale of the 2024 and 2025 Sold Properties, and the acquisition of the 2024 Acquired Properties, coupled with a $3.3 million increase in same-store room expenses due to increased labor and benefits expenses.

•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues increased by $2.3 million for the year ended December 31, 2025 compared with the year ended December 31, 2024 primarily as a result of a $2.0 million increase in same-store food and beverage revenues due to the completion of renovations at various properties and additional banquet and catering revenues due to special events. In addition, food and beverage revenues increased $0.3 million due to the net effect of the sale of the Sold Properties and the acquisition of the 2024 Acquired Properties. Total portfolio food and beverage expenses increased by $2.0 million due to a $1.6 million increase in same store food and beverage expenses, which is commensurate with the increase in food and beverage revenues, in addition to a $0.4 million increase due to the net effect of the sale of the Sold Properties and the acquisition of the 2024 Acquired Properties.

•Other Hotel Operating Revenues and Expenses. Other lodging property operating revenues for our total portfolio increased by $2.3 million for the year ended December 31, 2025 compared with the year ended December 31, 2024 as a result of a $2.3 million increase in same-store Other lodging property and operating revenues primarily related to an increase in parking, resort fees, and marketplace sales.

47

The $6.9 million increase in total portfolio Other lodging property operating expenses for the year ended December 31, 2025 in comparison with the year ended December 31, 2024 was driven by a $2.0 million increase in Other lodging property operating expenses due to the net effect of the sale of the Sold Properties, and the acquisition of the 2024 Acquired Properties, coupled with a $4.9 million increase in same-store Other lodging property operating expenses that resulted from increased labor costs, sales and marketing costs, and utilities.

The following table includes other consolidated income and expenses for 2025 compared with the prior year (dollar amounts in thousands):

For the Twelve Months Ended

December 31,

2025

2024

Dollar Change

Percentage Change

Property taxes, insurance and other

$

54,691 

$

54,116 

$

575 

1.1 

%

Management fees

15,760 

15,866 

(106)

(0.7)

%

Depreciation and amortization

149,610 

146,436 

3,174 

2.2 

%

Corporate general and administrative

32,816 

31,891 

925 

2.9 

%

Loss on impairment and write-down of assets

1,833 

6,723 

(4,890)

(72.7)

%

Gain on disposal of assets, net

6,579 

28,912 

(22,333)

(77.2)

%

Interest expense

80,692 

82,632 

(1,940)

(2.3)

%

Interest income

1,178 

1,906 

(728)

(38.2)

%

Gain on extinguishment of debt

— 

3,000 

(3,000)

nm¹

Other income, net

2,994 

4,384 

(1,390)

(31.7)

%

Income tax expense (benefit)

842 

(8,743)

(9,585)

nm¹

(1)    Not meaningful

Changes from the year ended December 31, 2025 compared with the year ended December 31, 2024 were due to the following:

•Property Taxes, Insurance and Other. The $0.6 million increase in Property taxes, insurance and other during the year ended December 31, 2025 is primarily due to a $1.1 million increase in property taxes as a result of increased property assessment values in certain locations and higher cash refunds in the prior year as a result of successful appeals, a $0.4 million increase in business taxes primarily due to franchise tax refunds received in the prior year, and $0.2 million increase due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of the Sold Properties, offset by a $1.2 million decrease in insurance premiums in the current year.

•Management Fees. Management fees decreased during the year ended December 31, 2025 by $0.1 million due to the net effect of the sale of the Sold Properties and the acquisition of the 2024 Acquired Properties. Same-store management fees were relatively flat from the prior year to the current year as a result of a decrease in management fees related to lower revenues during the year ended December 31, 2025, offset by certain management fee adjustments in prior years.

•Depreciation and Amortization. Depreciation and amortization increased by $3.2 million for the year ended December 31, 2025 compared with the prior year primarily due to an increase of $2.9 million in depreciation and amortization due to the net effect of the sale of the Sold Properties, and the acquisition of the 2024 Acquired Properties, in addition to a $0.3 million increase in same-store depreciation and amortization due to assets placed in service as a result of completed renovations.

•Corporate General and Administrative. Corporate general and administrative expenses increased by $0.9 million for the year ended December 31, 2025 compared with the prior year primarily due to a $0.7 million increase in non-cash stock compensation expenses, and an increase of approximately $0.2 million in professional fees and corporate employee-related costs.

•Loss on Impairment and Write-down of Assets. During the year ended December 31, 2025, the Company recorded a loss on write-down of assets of $1.8 million to reduce the carrying amount of one property classified as Held for sale at December 31, 2025 to its expected net selling price less estimated costs to sell.

48

During the year ended December 31, 2024, the Company recorded a Loss on impairment of assets of $6.7 million to reduce the carrying amount of one property to its estimated fair value.

•Gain on Disposal of Assets, net. The gain on disposal of assets, net of $6.6 million for the year ended December 31, 2025 was primarily the result of a $4.2 million gain recorded on the sale of the Courtyard by Marriott in Amarillo, TX, and a $2.5 million recorded on the sale of the Courtyard by Marriott Kansas City, MO.

The gain on disposal of assets, net of $28.9 million for the year ended December 31, 2024 was primarily the result of a $28.3 million gain recorded on the sale of a portfolio of two lodging properties in New Orleans, LA, a $0.4 million gain recorded on the sale of the Four Points by Marriott San Francisco Airport and an aggregate $0.2 million gain recorded on the sale of Hilton Garden Inn - Bryan (College Station), TX and the Hyatt Place - Dallas (Plano), TX.

•Interest Expense. Interest expense decreased by $1.9 million primarily due to a reduction in interest rates for the year ended December 31, 2025 compared with the prior year, partially offset by a $0.3 million increase in amortization of deferred financing costs related to the refinancing of the $400 million 2025 GIC Joint Venture Term Loan (as defined in “Part II - Item 8. - Financial and Supplementary Data - Note 6 - Debt”

•Interest Income. Interest income decreased by $0.7 million during the year ended December 31, 2025 primarily due to $0.4 million of non-cash interest income related to the amortization of the Onera Purchase Option recorded during the year ended December 31, 2024, which became fully amortized in September 2024, combined with a $0.3 million decrease related to lower average cash balances invested in money market accounts, as well to a decrease in interest rates.

•Gain on Extinguishment of Debt. The gain on extinguishment of debt for the year ended December 31, 2024 was the result of the repayment of the MetaBank Loan (as defined in “Part II - Item 8. - Financial and Supplementary Data - Note 6 - Debt” to the accompanying Consolidated Financial Statements) in June 2024 prior to its scheduled maturity date, which resulted in a gain on extinguishment of debt of $3.0 million after legal fees and unamortized debt issuance costs that were written-off on the closing date.

•Other Income, net. Other income, net for the year ended December 31, 2025 consists primarily of third-party tenant income of $3.1 million, the realization of $2.2 million of tax rebates related to the NCI Transaction and $0.5 million in amortization of key money liabilities, partially offset by a net casualty loss of $1.6 million, $0.3 million of expensed debt transaction costs related to the refinancing of the 2022 GIC Joint Venture Term Loan with the $400 million 2025 GIC Joint Venture Term Loan (both of which are as defined in “Part II - Item 8. - Financial and Supplementary Data - Note 6 - Debt” to the accompanying Consolidated Financial Statements), and $0.9 million of costs related to property manager transitions.

Other income, net for the year ended December 31, 2024 consists primarily of third-party tenant income of $2.2 million, the realization of $2.0 million of tax rebates related to the NCI Transaction, and miscellaneous income of $1.0 million, partially offset by debt transaction costs of $0.6 million and a net casualty loss of $0.2 million.

•Income Tax Expense (Benefit). Income tax expense amounted to $0.8 million, during the year ended December 31, 2025, and was primarily related to federal and state income taxes on our TRSs.

Income tax benefit amounted to $8.7 million during the year ended December 31, 2024 and was primarily due to the reversal of a significant portion of our valuation allowance totaling $12.1 million, partially offset by current federal and state income tax expenses of $2.6 million, and deferred tax expense of $0.8 million for the year ended December 31, 2024. We reversed the valuation allowance during the year ended December 31, 2024 based on our determination that it is probable that we will realize the tax benefits related to a significant portion of our deferred tax assets.

For information about our key operating metrics and results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023, refer to “Part II – Item 7. – Management's Discussion and Analysis of Financial Conditions and Results of Operations - Results of Operations” of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

49

Non-GAAP Financial Measures

We disclose certain “non-GAAP financial measures,” which are measures of our historical financial performance. Non-GAAP financial measures are financial measures not prescribed by GAAP. These measures are as follows: (i) Funds From Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”), (ii) EBITDA, Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”) and Adjusted EBITDAre (as described below). We caution investors that amounts presented in accordance with our definitions of non-GAAP financial measures may not be comparable to similar measures disclosed by other companies, since not all companies calculate these non-GAAP financial measures in the same manner. Our non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss) as a measure of our operating performance. Our non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, debt service obligations and other commitments and uncertainties. Although we believe that our non-GAAP financial measures can enhance the understanding of our financial condition and results of operations, these non-GAAP financial measures are not necessarily better indicators of any trend as compared to a comparable measure prescribed by GAAP such as net income (loss).

FFO and AFFO

As defined by Nareit, FFO represents net income or loss (computed in accordance with GAAP), excluding preferred dividends, gains (or losses) from sales of real property, impairment losses on real estate assets, items classified by GAAP as extraordinary, the cumulative effect of changes in accounting principles, plus depreciation and amortization related to real estate assets, and adjustments for unconsolidated partnerships, and joint ventures. AFFO represents FFO excluding amortization of deferred financing costs, franchise fees, equity-based compensation expense, transaction costs, debt transaction costs, premiums on redemption of preferred shares, losses from net casualties, non-cash interest income and non-cash income tax related adjustments to our deferred tax asset. Unless otherwise indicated, we present FFO and AFFO applicable to our common shares and common units. We present FFO and AFFO because we consider FFO and AFFO an important supplemental measure of our operational performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO and AFFO when reporting their results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and AFFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, and certain transaction costs related to lodging property acquisition activities and debt, FFO and AFFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. Our computation of FFO differs slightly from the computation of Nareit-defined FFO related to the reporting of depreciation and amortization expense on assets at our corporate offices, which is de minimus. Our computation of FFO may also differ from the methodology for calculating FFO used by other equity REITs and, accordingly, may not be comparable to such other REITs. FFO and AFFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP), as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions. Where indicated in this Annual Report on Form 10-K, FFO is based on our computation of FFO and not the computation of Nareit-defined FFO unless otherwise noted.

EBITDA, EBITDAre and Adjusted EBITDAre

EBITDA

EBITDA represents net income or loss, excluding: (i) interest, (ii) income tax expense and (iii) depreciation and amortization. We believe EBITDA is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions.

50

EBITDAre and Adjusted EBITDAre

In September 2017, Nareit proposed a standardized performance measure, called EBITDAre, which is based on EBITDA and is expected to provide additional relevant information about REITs as real estate companies in support of growing interest among generalist investors. The conclusion was reached that, while dedicated REIT investors have long been accustomed to utilizing the industry’s supplemental measures such as FFO and net operating income to evaluate the investment quality of REITs as real estate companies, it would be helpful to generalist investors for REITs as real estate companies to also present EBITDAre as a more widely known and understood supplemental measure of performance. EBITDAre is intended to be a supplemental non-GAAP performance measure that is independent of a company’s capital structure and will provide a uniform basis for one measurement of the enterprise value of a company compared to other REITs.

EBITDAre, as defined by Nareit, is calculated as EBITDA, excluding: (i) loss and gains on disposition of property and (ii) asset impairments, if any. We believe EBITDAre is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional non-recurring or unusual items described below provides useful supplemental information to investors regarding our ongoing operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.

51

EBITDAre and Adjusted EBITDAre

The following is a reconciliation of our GAAP net income to EBITDAre for the years ended December 31, 2025, 2024 and 2023 (in thousands):

2025

2024

2023

Net (loss) income

$

(11,677)

$

38,891 

$

(28,116)

Depreciation and amortization

149,610 

146,436 

150,924 

Interest expense

80,692 

82,632 

86,798 

Interest income on cash deposits

(506)

(829)

(568)

Income tax expense (benefit)

842 

(8,743)

2,798 

EBITDA

218,961 

258,387 

211,836 

Loss on impairment and write-down of assets

1,833 

6,723 

16,661 

(Gain) loss on disposal of assets and other dispositions, net

(6,579)

(28,912)

385 

EBITDAre

214,215 

236,198 

228,882 

Recoveries of credit losses

— 

— 

(1,230)

Amortization of key money liabilities

(517)

(486)

(498)

Equity-based compensation

8,793 

8,132 

7,742 

Debt transaction costs

462 

647 

461 

Gain on extinguishment of debt

— 

(3,000)

— 

Non-cash interest income

— 

(400)

(531)

Non-cash lease expense, net

505 

464 

481 

Casualty losses, net

1,573 

177 

2,112 

Loss related to non-controlling interests in consolidated joint ventures

3,721 

8,499 

14,824 

Adjustments related to non-controlling interests in consolidated joint ventures

(54,858)

(58,793)

(62,681)

Non-cash state taxes and other, net

953 

754 

460 

Adjusted EBITDAre

$

174,847 

$

192,192 

$

190,022 

Adjusted EBITDAre decreased $17.3 million for the year ended December 31, 2025 in comparison with the year ended December 31, 2024 as a result of a decrease in Hotel EBITDA (see “Part II - Item 8. - Financial Statements and Supplementary Data - Note 18 – Segment Reporting”) due to a decline in same-store RevPAR resulting from a reduction in government-related and inbound international travel, and the net effect of the acquisition of the 2024 Acquired Properties and the sale of the Sold Properties.

For information about our Adjusted EBITDAre for the year ended December 31, 2024 compared with the year ended December 31, 2023, refer to “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

52

FFO and AFFO

The following is a reconciliation of our GAAP net income to FFO and AFFO for the years ended December 31, 2025, 2024 and 2023 (in thousands, except per common share/Common Unit amounts): 

2025

2024

2023

Net (loss) income

$

(11,677)

$

38,891 

$

(28,116)

Preferred dividends

(15,875)

(15,875)

(15,875)

Distributions to and accretion of redeemable non-controlling interests

(2,626)

(2,626)

(2,626)

Loss related to non-controlling interests in consolidated joint ventures

3,721 

8,499 

14,824 

Net (loss) income applicable to common shares and Common Units

(26,457)

28,889 

(31,793)

Real estate-related depreciation

147,343 

142,493 

146,187 

Loss on impairment and write-down of assets

1,833 

6,723 

16,661 

(Gain) loss on disposal of assets and other dispositions, net

(6,579)

(28,912)

385 

FFO adjustments related to non-controlling interests in consolidated joint ventures

(30,920)

(34,033)

(34,662)

FFO applicable to common shares and Common Units

85,220 

115,160 

96,778 

Recoveries of credit losses

— 

— 

(1,230)

Amortization of deferred financing costs

6,884 

6,582 

5,910 

Amortization of franchise fees

703 

671 

595 

Amortization of intangible assets, net

1,047 

2,786 

3,642 

Equity-based compensation

8,793 

8,132 

7,742 

Debt transaction costs

462 

647 

461 

Gain on extinguishment of debt

— 

(3,000)

— 

Non-cash interest income

— 

(400)

(531)

Non-cash lease expense, net

505 

464 

481 

Casualty losses, net

1,573 

177 

2,112 

Deferred tax (benefit) expense

(331)

762 

84 

Reversal of valuation allowance on deferred tax assets

— 

(12,061)

— 

AFFO adjustments related to non-controlling interests in consolidated joint ventures

(2,160)

(1,468)

(3,612)

Non-cash state taxes and other, net

953 

754 

460 

AFFO applicable to common shares and Common Units

$

103,649 

$

119,206 

$

112,892 

 FFO per common share/Common Unit

$

0.70 

$

0.93 

$

0.79 

AFFO per common share/Common Unit (1)

$

0.85 

$

0.96 

$

0.92 

Weighted average diluted common shares/Common Units:

FFO and AFFO (2)(3)

121,981 

124,313 

122,355 

(1)    AFFO for the years ended December 31, 2025, 2024 and 2023 has not been adjusted for interest related to the Convertible Notes for purposes of calculating AFFO per common share/Common Unit because we intended to settle the principal portion of the Convertible Notes in cash. In February 2026, we repaid the outstanding balance of the Convertible Notes.

(2)    Includes Common Units in the Operating Partnership held by limited partners (other than us and our subsidiaries) because the Common Units are redeemable for cash or, at our election, shares of our common stock.

(3)    The weighted average diluted common shares/common units used to calculate FFO and AFFO per common share/Common Unit for the years ended December 31, 2025, 2024 and 2023 includes the dilutive effect of our outstanding restricted stock awards. These shares were excluded from our weighted average shares outstanding used to calculate net (loss) income per share for the years ended December 31, 2025 and 2023 because they would have been antidilutive. The weighted average common shares/Common Unit used to calculate FFO and AFFO per common share/Common Unit exclude the potential dilution related to our Convertible Notes as we intended to settle the principal of the Convertible Notes in cash. In February 2026, we repaid the outstanding balance of the Convertible Notes.

53

A reconciliation of weighted average diluted common shares to non-GAAP weighted average diluted common shares/Common Units for FFO and AFFO is as follows (in thousands):

2025

2024

2023

Weighted average common shares outstanding - diluted

106,850 

132,365 

105,548 

Non-GAAP adjustment for restricted stock awards (1)

1,864 

1,780 

837 

Non-GAAP adjustment for dilutive effects of Common Units

13,267 

15,946 

15,970 

Non-GAAP adjustment for dilutive effect of shares of common stock issuable upon conversion of convertible debt

— 

(25,778)

— 

Non-GAAP weighted diluted share of common stock and Common Units

121,981 

124,313 

122,355 

(1)    Adjustment reflects the difference between the total weighted-average unvested restricted time-based shares outstanding as of the reporting date and the weighted-average restricted time-based shares computed for diluted earnings per share under the treasury stock method in accordance with GAAP, plus the difference between the estimated total weighted average unvested restricted performance-based shares expected to vest based on achievement of the performance measures as if the vesting date were the reporting date and the estimated weighted-average unvested restricted performance-based shares computed for diluted earnings per share under the treasury stock method in accordance with GAAP.

AFFO applicable to common stock and Common Units decreased by $15.6 million for the year ended December 31, 2025 compared with the year ended December 31, 2024 primarily as a result of a decrease in Hotel EBITDA (see “Part II - Item 8. - Financial Statements and Supplementary Data - Note 18 – Segment Reporting”) due to a decline in same-store RevPAR resulting from a reduction in government-related and inbound international travel, and the net effect of the acquisition of the 2024 Acquired Properties and the disposition of the Sold Properties.

For information about our AFFO for the year ended December 31, 2024 compared with the year ended December 31, 2023, refer to “Part II – Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures” of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Liquidity and Capital Resources

Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of any applicable interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and distributions to our stockholders and holders of Common and Preferred Units in our Operating Partnership when declared. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash stock-based compensation), which are generally paid from operating cash flows, were $24.0 million, $23.8 million and $24.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. We generally expect our corporate overhead expenses to remain consistent with the level of our operating activities and market conditions for goods and services.

Our long-term cash uses are primarily related to the costs of acquiring additional lodging properties, renovations and other non-recurring capital expenditures that periodically are made with respect to our lodging properties, dividends and distributions to our stockholders and holders of Common and Preferred Units in our Operating Partnership when declared, and scheduled debt payments, including maturing loans.

Our property acquisition and disposition activity for the years ended December 31, 2025 and 2024 was as follows:

•In February 2024, the GIC Joint Venture completed the sale of the 127-guestroom Hyatt Place Dallas (Plano), TX for $10.3 million. At December 31, 2023, we reclassified the property in Assets held for sale and recorded a write-down of $4.0 million to reduce the carrying amount of the lodging property to the selling price less estimated costs to sell. As such, the net selling proceeds approximated the net carrying amount of the Sale Portfolio at closing.

•In April 2024, we completed the sale of the 202-guestroom Courtyard by Marriott and the 208-guestroom SpringHill Suites by Marriott, both located in New Orleans, LA, for an aggregate selling price of $73.0 million, which resulted in a gain of approximately $28.3 million.

54

•In April 2024, the GIC Joint Venture completed the sale of the 119-guestroom Hilton Garden Inn - Bryan (College Station), TX for $11.0 million. The net selling price of the lodging property approximated its net book value on the closing date.

•In October 2024, we completed the sale of the 101-guestroom Four Points by Marriott San Francisco Airport for $17.7 million, which resulted in a gain of approximately $0.4 million.

•In December 2024, the GIC Joint Venture acquired the Hampton Inn located in Revere (Boston), MA and the Hilton Garden Inn located in Tysons Corner (Vienna), VA with an aggregate total of 399 guestrooms for a combined purchase price of $96.0 million. The purchase price (including approximately $0.3 million of acquisition costs) was funded through a combination of a $2.9 million escrow deposit, capital contributions from our GIC Joint Venture partner totaling $21.5 million, $49.5 million of borrowings on our expanded GIC Joint Venture Credit Facility and our capital contribution of $22.4 million using the proceeds from the sale of the Four Points by Marriott San Francisco Airport and cash on hand.

•In February 2025, we closed on the sale of a 5.99-acre parcel of undeveloped land in San Antonio, TX for $1.3 million, which approximated its carrying amount.

•In October 2025, the GIC Joint Venture completed the sale of the 107-guestroom Courtyard by Marriott, Amarillo, Texas for a selling price of $20.0 million, which resulted in a gain of approximately $4.2 million.

•In October 2025, we completed the sale of the 123-guestroom Courtyard by Marriott in Kansas City, MO for a selling price of $19.0 million, which resulted in a gain of approximately $2.5 million.

•In November 2025, the GIC Joint Venture entered into a purchase and sale agreement to sell the 122-guestroom Hilton Garden Inn, Longview, TX for a selling price of $12.3 million. We reclassified the carrying value of the property to Assets held for sale, net at December 31, 2025 and recorded a write-down of $1.8 million in the fourth quarter of 2025 for the excess of the net carrying amount of the lodging property over the net selling price less estimated costs to sell. We completed the sale of the property on February 20, 2026 under the terms described above.

Significant changes related to our outstanding debt agreements for the years ended December 31, 2025 and 2024 were as follows:

•In February 2024, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan document as a subsidiary guarantor, entered into a $200.0 million senior unsecured term loan financing (the “2024 Term Loan”) with Regions Bank. Proceeds from the 2024 Term Loan financing and advances on our $400 Million Revolver were used to repay in full the Company’s $225 million term loan that was scheduled to mature in February 2025. The 2024 Term Loan has an initial maturity date of February 2027 and can be extended for two 12-month periods by the Company, subject to certain conditions.

•In May 2024, we repaid the outstanding principal of the Bank of the Cascades loan that was scheduled to mature in December 2024 with no prepayment penalty. This repayment resulted in the release of the lodging property that was pledged as collateral for this mortgage loan.

•In June 2024, we repaid the outstanding balance of $42.3 million of a non-recourse loan with MetaBank (the “MetaBank Loan”) for $39.1 million prior to its scheduled maturity date. The payment represented a discount of $3.2 million and resulted in a gain on extinguishment of debt of $3.0 million after legal fees and unamortized debt issuance costs that were written-off on the closing date. As a result of this repayment, the three lodging properties previously held as collateral for the MetaBank Loan were released.

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•In March 2025, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $275 million delayed draw term loan (the 2025 Delayed Draw Term Loan”) with Bank of America, N.A., as administrative agent. The 2025 Delayed Draw Term Loan has an initial maturity date of March 27, 2028 and can be extended by the Company for two 12-month periods, subject to certain conditions. In February 2026, we drew the $275 million balance of the 2025 Delayed Draw Term Loan to refinance a significant portion of our Convertible Notes which matured in February 2026. The 2025 Delayed Draw Term Loan has an accordion feature which allows the Company to increase the total commitments to $325.0 million.

•In May 2025, the Brickell Joint Venture closed a $58 million mortgage loan (the “Brickell Mortgage Loan”) with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the $45.4 million outstanding balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June 2025. The Brickell Mortgage Loan provides for an interest rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 260 basis points, which represents a 40 basis point reduction from the previous loan. The Brickell Mortgage Loan will mature in May 2028, and can be extended by the Brickell Joint Venture for two 12-month periods, subject to certain conditions. Subsequent to the closing of the Brickell Mortgage Loan, we entered into a $58.0 million interest rate swap to fix SOFR until May 2028. Pursuant to the interest rate swap, we will pay a fixed rate of 3.57%.

•In July 2025, the Operating Partnership and the GIC Joint Venture entered into a $400 million term loan with Bank of America, N.A., as administrative agent (the “2025 GIC Joint Venture Term Loan”) to refinance and replace a $410 million senior secured term loan facility (the “2022 GIC Joint Venture Term Loan”) with Bank of America, N.A., that was used as part of the NCI Transaction, (a portfolio of 27 lodging properties, containing an aggregate of 3,709 guestrooms, and two parking structures containing 1,002 spaces, and various financial incentives). The 2025 GIC Joint Venture Term Loan provides for an interest rate equal to SOFR plus 235 basis points, which represents a 50 basis point reduction from the 2022 GIC Joint Venture Term Loan. The 2025 GIC Joint Venture Term Loan will mature on July 24, 2028 and can be extended by the GIC Joint Venture for two 12-month periods, subject to certain conditions.

•In August 2025, the GIC Joint Venture entered into two $150 million forward starting interest rate swaps to fix one-month term SOFR. The interest rate swaps have an effective date of January 13, 2026 and a termination date of January 13, 2028. The two $150 million interest rate swaps with an average SOFR rate of 3.26% will replace $300 million of existing GIC Joint Venture interest rate swaps with an average SOFR rate of 3.49% scheduled to mature in January 2026.

•In November 2025, we entered into a $125 million interest rate swap to fix one-month term SOFR. The interest rate swap has an effective date of December 31, 2025 and a termination date of December 31, 2027. This interest rate swap has an interest rate of 3.31% and replaces a $125 million swap with a rate of 2.92% that matured on December 31, 2025.

•In December 2025, we executed amendments to the $600 Million Senior Credit and Term Loan Facility, the 2024 Term Loan, the 2025 Delayed Draw Term Loan, and the GIC Joint Venture Credit Facility to reduce the interest payable pursuant to each respective credit agreement by removing the 10 basis point credit spread adjustment to the term SOFR rate therein.

To satisfy the requirements for qualification as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute annually at least 90% of our REIT taxable income to our stockholders, determined without regard to the deduction for dividends paid and excluding any net capital gains. We intend to distribute a sufficient amount of our taxable income to maintain our status as a REIT and to avoid tax on undistributed income. Because we anticipate distributing a substantial amount of our available cash from operations, if sufficient funds are not available to us from lodging property dispositions, our senior revolving credit and term loan facilities and other loans, we may need to raise additional capital to grow our business.

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Outstanding Indebtedness

At December 31, 2025, we had no outstanding borrowings on our $400 Million Revolver, $200.0 million outstanding on our $200 Million Term Loan and $200.0 million outstanding on our 2024 Term Loan (as defined under “Part II - Item 8. - Financial Statements and Supplementary Data - Note 6 – Debt”). Each of the credit facilities is currently supported by the 52 lodging properties included in the credit facility borrowing base. We also had $287.5 million of outstanding Convertible Notes. In March 2025, we closed on the 2025 Delayed Draw Term Loan to refinance a significant portion of our outstanding $287.5 million convertible notes when they mature in February 2026. As of December 31, 2025, we had not drawn any amounts under the 2025 Delayed Drawn Term Loan. In February 2026, using amounts available on the 2025 Delayed Drawn Term Loan and borrowings on our $400 Million Revolver, we repaid the outstanding $287.5 million Convertible Notes.

At December 31, 2025, the GIC Joint Venture had $250.0 million in outstanding loans and available commitments under our GIC Joint Venture Credit Facility consisting of borrowings on a $125.0 million term loan (after giving effect to an additional $50.0 million of borrowings under the accordion feature of the loan, which was used in the purchase of two lodging properties in December 2024) and a $125.0 million revolving line of credit. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the equity interests in the subsidiaries that hold the 15 lodging property borrowing base assets, and the related TRS entities that wholly own the TRS Lessees.

Additionally, to complete the NCI Transaction, the GIC Joint Venture entered into the 2022 GIC Joint Venture Term Loan and assumed a PACE loan totaling $6.5 million. In July 2025, the GIC Joint Venture entered into the 2025 GIC Joint Venture Term Loan to refinance and replace the 2022 GIC Joint Venture Term Loan. The 2025 GIC Joint Venture Term Loan has an accordion feature that permits an increase in the total commitments by up to $200 million, for aggregate potential borrowings of up to $600 million, and is secured by pledges of the equity in the entities (and affiliated entities) that own the remaining 24 lodging properties and two parking garages that were acquired as part of the NCI Transaction. The outstanding balances of the GIC Joint Venture Term Loan and the PACE loan were $390.7 million and $5.7 million, respectively, at December 31, 2025.

The GIC Joint Venture also has a mortgage loan outstanding of $12.3 million at December 31, 2025 related to the acquisition of the Embassy Suites in Tucson, AZ in December 2021.

At December 31, 2025, the Brickell Joint Venture had $58.0 million outstanding on the Brickell Mortgage Loan, which is secured by the dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel Miami Brickell.

At December 31, 2025, we have scheduled debt principal payments during the next 12 months totaling $0.5 million, not including the $287.5 million of Convertible Notes outstanding that was repaid in February 2026 using amounts available on the 2025 Delayed Draw Term Loan and borrowings on our $400 Million Revolver.

Currently, we have the capacity to pay scheduled principal payments using cash on hand or draws under our $400 Million Revolver. We have obtained financing through debt instruments that have staggered maturities and intend to continue to do so in the future. Our debt includes, and may include in the future, debt secured by first priority mortgage liens on certain lodging properties, debt secured by equity pledges, and unsecured debt. We believe that we will have adequate liquidity to meet the requirements for scheduled maturities and principal repayments. However, we can provide no assurance that we will be able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.

At December 31, 2025, we and our GIC Joint Venture are in compliance with all of our loan agreements, and we believe we will be in compliance with these agreements for at least the next four quarters. See “Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 – Debt” for additional information concerning our loans, loan amendments and our financing arrangements.

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     A summary of our debt at December 31, 2025 is as follows (dollar amounts in thousands):

Interest

Rate

Amortization Period

(Years)

Initial Maturity Date

Fully Extended Maturity Date

Number of 

Properties

Encumbered

Principal Amount Outstanding December 31, 2025

Principal Amount Outstanding December 31, 2024

2023 Senior Credit Facility

Bank of America, NA

$400 Million Revolver(1)

5.84% Variable

n/a

6/21/2027

6/21/2028

n/a

$

— 

$

10,000 

$200 Million Term Loan(1)

6.02% Variable

n/a

6/21/2026

6/21/2028

n/a

200,000 

200,000 

Total Senior Credit and Term Loan Facility

200,000 

210,000 

Convertible Notes (2)

1.50% Fixed

n/a

2/15/2026

2/15/2026

n/a

287,500 

287,500 

Term Loans

Regions Bank 2024 Term Loan Facility (1)

5.92% Variable

n/a

2/26/2027

2/26/2029

n/a

200,000 

200,000 

2025 Delayed Draw Term Loan (1) (2)

5.79% Variable

n/a

3/27/2028

3/27/2030

n/a

— 

— 

200,000 

200,000 

Total Operating Partnership Debt

687,500 

697,500 

Brickell Joint Venture Mortgage Loan

City National Bank of Florida

n/a

n/a

n/a

n/a

—

— 

46,060 

Wells Fargo Bank, N.A.

6.47% Variable

n/a

5/15/2028

5/15/2030

2

58,000 

— 

58,000 

46,060 

GIC Joint Venture Credit Facility and Term Loans

Bank of America, N.A.

$125 Million Revolver(3)

6.07% Variable

n/a

9/15/2027

9/15/2028

n/a

125,000 

125,000 

$125 Million Term Loan(3)

6.02% Variable

n/a

9/15/2027

9/15/2028

n/a

125,000 

125,000 

Bank of America, N.A. 2022 Term Loan

n/a

n/a

n/a

n/a

n/a

— 

396,037 

Bank of America, N.A. 2025 Term Loan (4)

6.27% Variable

n/a

7/24/2028

7/24/2030

n/a

390,730 

— 

Wells Fargo

4.99% Fixed

30

6/6/2028

6/6/2028

1

12,253 

12,526 

PACE loan(5)

6.10% Fixed

20

7/31/2040

7/31/2040

n/a

5,660 

5,884 

Total GIC Joint Venture Credit Facility and Term Loans

1

658,643 

664,447 

Total Joint Venture Debt

3

716,643 

710,507 

Total Debt

3

$

1,404,143 

$

1,408,007 

Pro rata debt outstanding(6)

$

1,075,608 

$

1,077,822 

(1) The 2023 Senior Credit Facility, the Regions Bank 2024 Term Loan Facility, and the 2025 Delayed Draw Term Loan are supported by a borrowing base of 52 unencumbered hotel properties and their affiliates.

(2) The $287.5 million of Convertible Notes were repaid in February 2026 using amounts available on the 2025 Delayed Drawn Term Loan and borrowings on our $400 Million Revolver.

(3) The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities (and affiliated entities) that own 15 lodging properties.

(4)    The GIC Joint Venture Term Loan with Bank of America, N.A. is secured by pledges of the equity in the entities (and affiliated entities) that own 24 lodging properties and two parking garages.

(5)    As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a PACE loan of approximately $6.5 million. The loan bears fixed interest at 6.10%, has an amortization period of 20 years, and matures on July 31, 2040. The PACE loan is secured by an assessment lien imposed by the County of Tarrant, Texas for the benefit of the lender.

(6)    Pro rata debt represents our portion of total debt taking into consideration only our pro rata share of joint venture debt.

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Capital Expenditures

During the year ended December 31, 2025, we funded $75.5 million of capital expenditures and $7.5 million of development expenditures on a consolidated basis. When taking into consideration only our pro rata portion related to our joint ventures, capital and development expenditures for the year ended December 31, 2025 were $64.2 million, and $6.7 million.

We anticipate spending an estimated $55.0 million to $65.0 million in capital expenditures across our portfolio (excluding the pro rata portion related to our joint venture partners) during the year ended December 31, 2026. We expect to fund these expenditures through a combination of cash on hand, working capital, cash flows from operations, restricted cash, borrowings under our $400 Million Revolver, or other potential sources of capital, to the extent available to us.

Cash Flow Analysis

The following table summarizes changes in cash flows for the years ended December 31, 2025 and December 31, 2024 (in thousands):

For the Years Ended December 31,

2025

2024

Change

Net cash provided by operating activities

$

149,030 

$

166,323 

$

(17,293)

Net cash used in investing activities

(43,387)

(71,499)

28,112 

Net cash used in financing activities

(112,789)

(94,234)

(18,555)

Net change in cash, cash equivalents and restricted cash

$

(7,146)

$

590 

$

(7,736)

Changes from the year ended December 31, 2025 compared with the year ended December 31, 2024 were due to the following:

•Net cash provided by operating activities. Cash provided by operating activities for the year ended December 31, 2025 was the result of net income of $149.5 million, after adjusting for non-cash items such as depreciation and amortization, equity-based compensation, reversal of our valuation allowance on deferred tax assets, gain on the disposition of assets, and gain on extinguishment of debt, partially offset by a net change in working capital of $0.4 million.

Cash provided by operating activities for the year ended December 31, 2024 was the result of net income of $164.3 million, after adjusting for non-cash items such as depreciation and amortization, loss on write-down of assets, recovery of credit losses, and equity-based compensation, and a net change in working capital of $2.1 million.

•Net cash used in investing activities. Cash used in investing activities for the year ended December 31, 2025 was primarily due to $75.5 million of renovation expenditures and $7.5 million of development expenditures, partially offset by $39.7 million in net cash proceeds from the sale of the 107-guestroom Courtyard by Marriott, Amarillo, Texas, the sale of the 123-guestroom Courtyard by Marriott in Kansas City, MO, and the sale of an undeveloped land parcel in San Antonio, TX in February 2025.

Cash used in investing activities for the year ended December 31, 2024 was primarily due to the acquisition of the 2024 Acquired Properties for $96.3 million, $89.3 million of renovation expenditures and $5.2 million of development expenditures, partially offset by the $109.4 million in net cash proceeds from the sale of the 2024 Sold Properties, and the collection of a $9.9 million tax incentive related to the NCI Transaction.

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•Net cash used in financing activities. Cash used in financing activities for the year ended December 31, 2025 was primarily due to the payment of dividends and distributions of approximately $82.0 million, repurchases of our common stock of approximately $15.4 million, financing costs of approximately $10.3 million primarily related to the 2025 Delayed Draw Term Loan and the refinancing of the GIC Joint Venture Term Loan, net repayments on our $400 Million Revolver of $10.0 million, net term loan repayments of $5.3 million, $1.6 million related to shares acquired for employee withholding requirements, $1.1 million in scheduled principal payments on mortgage debt, and $0.6 million related to the redemption of certain GIC Joint Venture preferred stock, partially offset by net proceeds from the refinancing of the Brickell Mortgage Loan totaling $12.6 million, and joint venture contributions by our GIC Joint Venture partner of $0.9 million.

Cash used in financing activities for the year ended December 31, 2024 was primarily due to the $93.3 million repayment of the MetaBank and Bank of the Cascades term loans, the payment of dividends and distributions of approximately $77.6 million, financing costs of approximately $3.5 million related to the 2024 Term Loan and our GIC Joint Venture Credit Facility, scheduled principal payments on mortgage loans of $1.4 million and $0.9 million related to shares acquired for employee withholding requirements, partially offset by net borrowings on our $400 Million Revolver of $10.0 million, contributions by our GIC Joint Venture partner of $22.5 million and borrowings on our GIC Joint Venture Term Loan of $50.0 million for the acquisition of the 2024 Acquired Properties.

For information about our consolidated cash flows for the year ended December 31, 2024 compared with the year ended December 31, 2023, refer to “Part II – Item 7. – Management's Discussion and Analysis of Financial Conditions and Results of Operations – Cash Flow Analysis” of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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Critical Accounting Policies and Estimates

We consider the following policies critical because they require estimates about matters that are inherently uncertain, involve various assumptions and require significant management judgment, and because they are important for understanding and evaluating our reported consolidated financial results. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Applying different estimates or assumptions may result in materially different amounts reported in our financial statements.

Acquisitions of Lodging Property and Purchase Price Allocation

Our acquisitions generally consist of land, land improvements, buildings, building improvements, furniture, fixtures and equipment, inventory, and assumed debt. We analyze the acquisition of a lodging property to determine if it qualifies as the purchase of a business or an asset acquisition. If substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets, the asset or asset group is not considered a business and we would record the transaction as an asset acquisition, which includes the capitalization of acquisition costs. For an asset acquisition, we allocate the purchase price paid to the assets acquired and the liabilities assumed in the transaction based on their relative fair values. For a business combination, we would record the assets and liabilities acquired at their respective estimated fair values.

When we acquire a lodging property, we estimate the fair values of the assets acquired and the liabilities assumed using all available information to make these fair value determinations, including discounted cash flow analyses and market comparable data. In addition, we make significant estimates regarding replacement costs for the buildings and furniture, fixtures and equipment, including estimated useful lives and judgments related to certain market assumptions. We also may engage independent valuation specialists to assist in the fair value determinations of the assets acquired and the liabilities assumed. Fair value determinations required numerous estimates and assumptions, such as estimates of future income growth, replacement cost per unit, value per acre or buildable square foot, capitalization rates, discount rates, borrowing rates, market rental rates, capital expenditures, and cash flow projections at the respective lodging properties. The determination of fair value is subjective and is based on assumptions and estimates that could differ materially from actual results in future periods.

The Company allocates the purchase price of acquired lodging properties based on the relative fair values of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Intangible assets may include certain value associated with the on-going operations of the lodging business being acquired as part of the property acquisition. Acquired intangible assets that derive their values from real property, or an interest in real property, are inseparable from that real property or interest in real property, do not produce or contribute to the production of income other than consideration for the use or occupancy of space, and are recorded as a component of the related real estate asset in our Consolidated Financial Statements. 

Investments in Lodging Property, net

Our lodging properties and related assets are recorded at cost, less accumulated depreciation. We capitalize development costs and the costs of significant additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include development, refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred.

When depreciable property and equipment is retired or disposed, the related costs and accumulated depreciation are removed from the balance sheet and any gain or loss is reflected in current operations. 

On a limited basis, we provide financing to developers of lodging properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the lodging property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in the real property, we reflect the loan in Investments in lodging property, net in our Consolidated Balance Sheets.

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Asset Impairment

Each quarter, we evaluate the net carrying amounts of our long-term assets for impairment when impairment indicators are present. We evaluate for impairment triggers based on qualitative factors such as macroeconomic trends, trends related to demand for travel and lodging, and current and projected trends related to local market conditions. We also evaluate for impairment triggers based on quantitative factors such as historical and projected revenue and profitability performance trends. When an impairment indicator is identified, we perform a recoverability analysis based on estimated future undiscounted cash flows for the asset. Forecasted undiscounted cash flows require substantial management judgment related to estimates of future revenues, expenses, and terminal capitalization rates used to derive residual value, which are based on historical results, our expectations related to revenue trends and future performance of the asset, our assessment of current and future market conditions and competition, our expectations related to performance of the overall economy, and third-party industry published forecasts. If we determine that an asset impairment exists, we will estimate the fair value of the asset and record a loss on impairment to record the asset at the lower of cost or fair value.

See “Part II – Item 8. – Financial Statements and Supplementary Data – Note 2 – Basis of Presentation and Significant Accounting Policies” for significant accounting policies and new accounting standards.

Recent Developments

On December 31, 2025, we determined that we no longer qualify as a large-accelerated filer or a well-known seasoned issuer under SEC rules. Accordingly, we are now an accelerated filer for Exchange Act reporting purposes. As a result, our Form 10-K filing deadline is extended to 75 days after year-end, and we are no longer eligible to use automatic shelf registration statements. Any new registration statements will require SEC review prior to effectiveness.