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Pebblebrook Hotel Trust (PEB)

CIK: 0001474098. 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=1474098. Latest filing source: 0001474098-26-000015.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,475,544,000USD20252026-02-25
Net income-65,811,000USD20252026-02-25
Assets5,348,174,000USD20252026-02-25

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001474098.json. Derived margins 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. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue816,421,000769,317,000828,678,0001,612,213,000442,888,000733,044,0001,391,891,0001,419,949,0001,453,309,0001,475,544,000
Net income73,704,00099,888,00013,393,000115,442,000-391,729,000-184,858,000-87,171,000-78,017,000-4,242,000-65,811,000
Operating income180,007,000135,380,00066,972,000229,342,000-292,709,000-89,791,00014,722,00037,810,00084,026,00043,798,000
Diluted EPS0.641.19-0.060.63-3.25-1.80-0.95-0.93-0.39-0.90
Assets2,809,259,0002,590,868,0006,978,348,0006,498,555,0006,076,366,0006,261,190,0006,133,540,0005,824,973,0005,693,338,0005,348,174,000
Liabilities1,200,143,0001,087,342,0003,208,418,0002,866,619,0002,812,040,0003,097,285,0003,048,997,0002,974,628,0002,905,464,0002,785,436,000
Stockholders' equity1,605,684,0001,498,901,0003,759,835,0003,621,208,0003,257,337,0003,156,181,0002,996,515,0002,763,500,0002,697,424,0002,468,621,000
Cash and cash equivalents33,410,00025,410,00083,366,00030,098,000124,274,00058,518,00041,040,000183,747,000206,650,000184,185,000
Net margin9.03%12.98%1.62%7.16%-88.45%-25.22%-6.26%-5.49%-0.29%-4.46%
Operating margin22.05%17.60%8.08%14.23%-66.09%-12.25%1.06%2.66%5.78%2.97%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001474098.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.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.12reported discrete quarter
2022-Q32022-09-300.10reported discrete quarter
2023-Q12023-03-31-0.27reported discrete quarter
2023-Q22023-06-30384,343,00044,725,0000.24reported discrete quarter
2023-Q32023-09-30395,799,000-57,142,000-0.57reported discrete quarter
2023-Q42023-12-31334,088,000-42,672,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31314,069,000-28,350,000-0.32reported discrete quarter
2024-Q22024-06-30397,110,00030,936,0000.16reported discrete quarter
2024-Q32024-09-30404,530,00043,657,0000.24reported discrete quarter
2024-Q42024-12-31337,600,000-50,485,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31320,266,000-32,947,000-0.37reported discrete quarter
2025-Q22025-06-30407,537,00018,056,0000.06reported discrete quarter
2025-Q32025-09-30398,723,000-33,067,000-0.37reported discrete quarter
2025-Q42025-12-31349,018,000-17,853,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31345,656,000-19,274,000-0.26reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001474098-26-000039.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-28. Report date: 2026-03-31.

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries and "hotels" and "hotel properties" to refer to hotels and resorts, unless the context indicates otherwise.

FORWARD-LOOKING STATEMENTS

This report, together with other statements and information publicly disseminated by us, contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), 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", "will", "should", "potential", "could", "seek", "assume", "forecast", "believe", "expect", "intend", "anticipate", "estimate", "project" 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, estimated costs and durations of renovation or restoration projects, timing and extent of debt refinancings, estimated insurance recoveries, our ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and our 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. These factors include, but are not limited to, the following:

•risks associated with the hotel industry, including competition; changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S.; increases in employment costs, energy costs or other operating costs; and decreases in demand caused by events beyond our control, including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;

•world events impacting the ability or desire of people to travel may lead to a decline in demand for hotels;

•the availability and terms of financing and capital and the general volatility of securities markets;

•our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;

•risks associated with the U.S. and global economies, the cyclical nature of hotel properties and the real estate industry, including environmental contamination and costs of complying with new or existing laws, including the Americans with Disabilities Act and similar laws;

•interest rate increases;

•our possible failure to qualify as a REIT under the Code and the risk of changes in laws affecting REITs;

•the timing and availability of potential hotel acquisitions, our ability to identify and complete hotel acquisitions and our ability to complete hotel dispositions in accordance with our business strategy;

•the possibility of uninsured losses;

•risks associated with redevelopment and repositioning projects, including delays and cost overruns; and

•the other factors discussed under Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q and 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 obligations 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.

24

Table of Contents

Overview

Operating results for the first quarter were strong and significantly exceeded expectations. Strength came from continued recovery in San Francisco and Los Angeles and the ramp-up of recently redeveloped resorts. San Diego urban hotels and Chicago also delivered healthy RevPAR growth. A continued focus on expense management also resulted in positive earnings growth. While the quarter results were positive, we remain cautious towards the remainder of the year given an increasingly uncertain macroeconomic environment.

During the three months ended March 31, 2026, we had the following transactions and events:

•We amended our senior unsecured revolving credit facility and unsecured term loan facilities to extend the $360.0 million Term Loan 2027 to mature in February 2031 and to provide for a delayed draw option to borrow an additional $90.0 million by December 15, 2026 (which we now refer to the extended loan as Term Loan 2031). We also extended the maturity date of the $48.0 million unextended portion of the senior unsecured revolving credit facility to October 2028.

•We repaid the remaining $40.0 million mortgage loan on Margaritaville Hollywood Beach Resort.

•We repurchased 405,821 common shares for an aggregate purchase price of $4.9 million, or an average of $12.12 per share, under our common share repurchase program.

While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels' operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.

Key Indicators of Financial Condition and Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); total revenue per available room ("Total RevPAR"); average daily rate ("ADR"); occupancy rate ("Occupancy"); funds from operations ("FFO"); Adjusted FFO; earnings before interest, income taxes, depreciation and amortization ("EBITDA"); and EBITDA for real estate ("EBITDAre"); Adjusted EBITDAre; and hotel-level EBITDA ("Hotel EBITDA"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See Non-GAAP Financial Measures for further discussion of FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA.

Hotel Operating Statistics

The following table represents the key same-property hotel operating statistics for our hotels for the three months ended March 31, 2026 and 2025:

For the three months ended

March 31,

2026

2025

Same-Property Occupancy

68.5 

%

63.0 

%

Same-Property ADR

$

315.18 

$

306.51 

Same-Property RevPAR

$

215.78 

$

193.08 

Same-Property Total RevPAR

$

345.82 

$

314.01 

For the three months ended March 31, 2026 and 2025, the above table of hotel operating statistics includes information from all hotels owned as of March 31, 2026.

Non-GAAP Financial Measures

Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.

25

Table of Contents

We calculate FFO in accordance with standards established by Nareit, formerly known as the National Association of Real Estate Investment Trusts, which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets (including impairment of real estate related joint ventures), the cumulative effect of changes in accounting principles and adjustments for unconsolidated affiliates. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization, gains (losses) from sales of real estate and impairments of real estate assets (including impairment of real estate related joint ventures), all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.

Adjusted FFO is defined as FFO, as adjusted for transaction costs, non-cash ground rent on operating and finance lease liabilities, management/franchise contract transition costs, interest expense adjustment for acquired liabilities, finance lease adjustment, non-cash amortization of acquired intangibles, gain on insurance settlement, early extinguishment of debt, amortization of share-based compensation expense, issuance costs of redeemed preferred shares, hurricane-related costs, non-cash interest expense, unrealized loss on investment and deferred tax asset provision (benefit). We believe Adjusted FFO provides useful supplemental information regarding our ongoing operating performance.

The following table reconciles net income (loss) to FFO, FFO available to common share and unit holders and Adjusted FFO available to common share and unit holders for the three months ended March 31, 2026 and 2025 (in thousands):

For the three months ended

March 31,

2026

2025

Net income (loss)

$

(18,436)

$

(32,180)

Adjustments:

Real estate depreciation and amortization

51,923 

57,487 

Impairment

7,688 

— 

FFO

$

41,175 

$

25,307 

Distribution to preferred shareholders and unit holders

(11,591)

(11,795)

FFO available to common share and unit holders

$

29,584 

$

13,512 

Transaction costs

50 

2 

Non-cash ground rent on operating and finance leases

1,715 

1,839 

Management/franchise contract transition costs

80 

5 

Interest expense adjustment for acquired liabilities

319 

324

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

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. 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.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a REIT under the Code. Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries, unless the context indicates otherwise.

Overview

Our 2025 operating results showed continued recovery in several urban markets and resilient leisure demand throughout the portfolio. The operating environment was shaped by significant macro uncertainty, shifting policies and market-specific events that reduced visibility. San Francisco, Chicago, and Portland led the recovery, while San Diego and Washington, D.C. were challenged by weaker convention and government-related demand. Los Angeles was our most challenged market in 2025 due to the lingering impact of early-2025 wildfires and related disruptions. We remained focused on driving operating efficiency and reducing our operating costs—through both traditional discipline and the expanded use of technology—so we can continue to improve profitability and cash flow.

During 2025, we completed the following transactions:

•We sold the Montrose at Beverly Hills for $44.3 million and The Westin Michigan Avenue Chicago for $72.0 million.

•We issued $400.0 million of our 1.625% Convertible Senior Notes due January 2030 and used net proceeds and cash on hand to repurchase $400.0 million of the 1.75% Convertible Senior Notes due December 2026 at a discount, for $392.0 million, which resulted in a gain on debt extinguishment of $7.4 million.

•We repurchased 6,277,068 common shares for an aggregate purchase price of $71.4 million, or an average of $11.37 per share, under our common share repurchase program.

•We repurchased 531,038 preferred shares for an aggregate purchase price of $10.1 million, or an average of approximately $18.95 per share, under our preferred share repurchase program.

•We finalized settlement agreements for our Hurricane Helene and Hurricane Milton insurance claims.

•We repaid $100.0 million of the $140.0 million mortgage loan on Margaritaville Hollywood Beach Resort.

While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels' operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.

37

Key Indicators of Financial Condition and Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); total revenue per available room ("Total RevPAR"); average daily rate ("ADR"); occupancy rate ("Occupancy"); funds from operations ("FFO"); Adjusted FFO; earnings before interest, income taxes, depreciation and amortization ("EBITDA"); and EBITDA for real estate ("EBITDAre"); Adjusted EBITDAre; and hotel-level EBITDA ("Hotel EBITDA"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See Non-GAAP Financial Measures for further discussion of FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA.

Hotel Operating Statistics

The following table represents the key same-property hotel operating statistics for our hotels for the years ended December 31, 2025 and 2024:

For the year ended December 31,

2025

2024

Same-Property Occupancy

72.4 

%

70.7 

%

Same-Property ADR

$

294.96 

$

303.14 

Same-Property RevPAR

$

213.49 

$

214.42 

Same-Property Total RevPAR

$

339.48 

$

335.88 

The above table of hotel operating statistics includes information from all hotels owned as of December 31, 2025, except for LaPlaya Beach Resort & Club which was excluded for the fourth quarter due to its closure in 2024 following Hurricane Milton and Newport Harbor Island Resort which was excluded for the first and second quarters due to its redevelopment. The above table of hotel operating statistics also includes Montrose at Beverly Hills and The Westin Michigan Avenue Chicago for the first, second and third quarters and excluded in the fourth quarter due to their sale in the fourth quarter of 2025.

Results of Operations

This section includes comparisons of certain 2025 financial information to the same information for 2024. Year-to-year comparisons of the 2024 financial information to the same information for 2023 are contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 26, 2025.

At December 31, 2025 and 2024, our consolidated financial statements included the operations of 44 and 46 hotel properties, respectively, which have been included in our results of operations during the respective periods since their dates of acquisition or through their dates of disposition. Based on when a property was acquired or disposed, operating results for certain properties are not comparable for the years ended December 31, 2025 and 2024. The properties listed in the table below are hereinafter referred to as "non-comparable properties" for the periods indicated and all other properties are referred to as "comparable properties":

Property

Location

Disposition Date

Montrose at Beverly Hills

Los Angeles, CA

November 19, 2025

The Westin Michigan Avenue Chicago

Chicago, IL

December 3, 2025

Comparison of the year ended December 31, 2025 to the year ended December 31, 2024

Revenues — Total revenues increased by $22.2 million primarily due to increases at Newport Harbor Island Resort, which was closed for renovation for part of 2024; LaPlaya Beach Resort & Club, where the Beach House was closed in 2024 due to hurricane damage and reopened in 2025; recovery in demand at our San Francisco properties; and higher revenues at Estancia La Jolla Hotel & Spa and The Westin Copley Place, Boston. These increase were partially offset by lower revenue at Hyatt Centric Delfina Santa Monica, which continued to ramp up from its renovation and conversion to the Hyatt brand; and demand decreases at W Los Angeles - West Beverly Hills and Viceroy Santa Monica Hotel. Additionally, the increase was offset by a $3.1 million decrease due to the sales of our non-comparable properties in 2025.

Hotel operating expenses — Total hotel operating expenses increased by $24.6 million primarily due to increased operations at Newport Harbor Island Resort, The Westin Copley Place, Boston, 1 Hotel San Francisco and LaPlaya Beach Resort & Club, as well as an increase in wages and benefits throughout most of our portfolio. This increase was partially offset by a $2.4 million decrease due to the sales of our non-comparable properties in 2025.

Depreciation and amortization — Depreciation and amortization expense decreased by $1.9 million primarily due to the sale of our non-comparable properties in 2025.

38

Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent increased by $7.2 million primarily due to lower property taxes in 2024 on several California properties as a result of the successful settlement of appeals from previous years and an increase in real estate tax assessments in 2025.

General and administrative — General and administrative expense increased by $1.4 million primarily due to an increase in legal costs in 2025. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.

Impairment — In 2025, we recognized an impairment loss of $48.9 million related to three hotels. In 2024, we recognized a loss of $10.0 million related to damage caused by Hurricanes Helene and Milton at LaPlaya Beach Resort & Club and an impairment loss of $38.1 million related to one hotel property.

Business interruption insurance income and gain on insurance settlement — We recognized business interruption insurance income and gain on insurance settlement in 2025 and 2024 related to the settlements of property damage, business interruption and other costs sustained at LaPlaya Beach Resort & Club resulting from Hurricanes Helene and Milton in 2025 and Hurricane Ian in 2024.

Interest expense — Interest expense decreased by $9.1 million primarily due to a $7.4 million gain on debt extinguishment recorded as a result of repurchasing a portion of our convertible debt at a discount.

Income tax (expense) benefit — In 2024, the Company had an income tax benefit of $25.6 million as a result of the release of a portion of the valuation allowance. In 2025, the Company had an income tax expense of $6.3 million as a result of taxable income of its taxable REIT subsidiary.

Non-controlling interests — Non-controlling interests represent the allocation of income or loss of our Operating Partnership to third-party common OP unit holders and to the preferred OP unit holders.

Issuance costs of repurchased preferred shares — Issuance costs of repurchased preferred shares increased due to the repurchase of 531,038 preferred shares under our preferred share repurchase program. These costs are included in the determination of net income (loss) attributable to common shareholders.

Non-GAAP Financial Measures

Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.

We calculate FFO in accordance with standards established by Nareit, formerly known as the National Association of Real Estate Investment Trusts, which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets (including impairment of real estate related joint ventures), the cumulative effect of changes in accounting principles and adjustments for unconsolidated affiliates. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization, gains (losses) from sales of real estate and impairments of real estate assets (including impairment of real estate related joint ventures), all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.

Adjusted FFO is defined as FFO, as adjusted for transaction costs, non-cash ground rent on operating and finance lease liabilities, management/franchise contract transition costs, interest expense adjustment for acquired liabilities, finance lease adjustment, non-cash amortization of acquired intangibles, gain on insurance settlement, early extinguishment of debt, amortization of share-based compensation expense, issuance costs of redeemed preferred shares, hurricane-related costs, non-cash interest expense, unrealized loss on investment and deferred tax asset provision (benefit). We believe Adjusted FFO provides useful supplemental information regarding our ongoing operating performance.

39

The following table reconciles net income (loss) to FFO, FFO available to common share and unit holders and Adjusted FFO available to common share and unit holders for the years ended December 31, 2025, 2024 and 2023 (in thousands):

For the year ended December 31,

2025

2024

2023

Net income (loss)

$

(62,230)

$

16 

$

(74,276)

Adjustments:

Real estate depreciation and amortization

227,427 

229,230 

240,304 

Gain on sale of hotel properties

— 

— 

(30,375)

Impairment

48,871 

48,146 

81,788 

FFO

$

214,068 

$

277,392 

$

217,441 

Distribution to preferred shareholders and unit holders

(46,973)

(47,182)

(48,306)

Repurchase of preferred shares

2,404 

— 

8,396 

FFO available to common share and unit holders

$

169,499 

$

230,210 

$

177,531 

Transaction costs

200 

44 

688 

Non-cash ground rent on operating and finance leases

7,191 

7,476 

7,608 

Management/franchise contract transition costs

12 

163 

359 

Interest expense adjustment for acquired liabilities

1,031 

1,110 

1,672 

Finance lease adjustment

3,036 

2,995 

2,952 

Non-cash amortization of acquired intangibles

(1,711)

(1,927)

(5,494)

Gain on insurance settlement

(4,747)

(24,824)

— 

Early extinguishment of debt

(6,472)

3,781 

1,035 

Amortization of share-based compensation expense

13,717 

13,602 

12,545 

Repurchase of preferred shares

(2,404)

— 

(8,396)

Hurricane-related costs

— 

183 

6,598 

Deferred tax provision (benefit)

4,197 

(28,483)

— 

Unrealized loss on investment

3,900 

— 

— 

Adjusted FFO available to common share and unit holders

$

187,449 

$

204,330 

$

197,098 

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We calculate EBITDAre in accordance with standards established by Nareit. EBITDAre is defined as EBITDA as adjusted for gain on sale of hotel properties and impairment loss. Adjusted EBITDAre is defined as EBITDAre, as adjusted for transaction costs, non-cash ground rent on operating and finance lease liabilities, management/franchise contract transition costs, non-cash amortization of acquired intangibles, gain on insurance settlement, amortization of share-based compensation expense, unrealized loss on investment and hurricane-related costs. Hotel EBITDA is defined as Adjusted EBITDAre plus corporate general and administrative expenses less interest income, business interruption insurance income, and other. We believe that EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

40

The following table reconciles net income (loss) to EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA for the years ended December 31, 2025, 2024 and 2023 (in thousands):

For the year ended December 31,

2025

2024

2023

Net income (loss)

$

(62,230)

$

16 

$

(74,276)

Adjustments:

Interest expense

103,333 

112,432 

115,660 

Income tax expense (benefit)

6,291 

(25,628)

655 

Depreciation and amortization

227,659 

229,531 

240,645 

EBITDA

$

275,053 

$

316,351 

$

282,684 

Gain on sale of hotel properties

— 

— 

(30,375)

Impairment

48,871 

48,146 

81,788 

EBITDAre

$

323,924 

$

364,497 

$

334,097 

Transaction costs

200 

44 

688 

Non-cash ground rent on operating and finance leases

7,191 

7,476 

7,608 

Management/franchise contract transition costs

12 

163 

359 

Non-cash amortization of acquired intangibles

(1,711)

(1,927)

(5,494)

Gain on insurance settlement

(4,747)

(24,824)

— 

Amortization of share-based compensation expense

13,717 

13,602 

12,545 

Hurricane-related costs

— 

183 

6,598 

Unrealized loss on investment

3,900 

— 

— 

Adjusted EBITDAre

$

342,486 

$

359,214 

$

356,401 

Business interruption insurance income

(12,675)

(23,751)

(32,985)

Corporate general and administrative and other

31,372 

33,706 

27,871 

Hotel EBITDA

$

361,183 

$

369,169 

$

351,287 

FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA do not represent cash generated from operating activities as determined by U.S. GAAP and should not be considered as alternatives to U.S. GAAP net income (loss), as indications of our financial performance, or to U.S. GAAP cash flow from operating activities, as measures of liquidity. In addition, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA are not indicative of funds available to fund cash needs, including the ability to make cash distributions.

Critical Accounting Policies

We consider these 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 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 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.

Investment in Hotel Properties

Estimation and judgment are required to determine the fair values of our acquired hotel properties. Upon acquiring a business or hotel property, we measure and recognize the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements assumed in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. We determine the acquisition-date fair values of all assets and assumed liabilities using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions.

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Impairment

We review our investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, we perform an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel's estimated fair market value is recorded and an impairment loss recognized. In the evaluation of impairment of our hotel properties, we make many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and holding period, future required capital expenditures and fair values, including consideration of capitalization rates, discount rates and comparable selling prices. We will adjust our assumptions with respect to the remaining useful life of the hotel property when circumstances change, such as an expiring ground lease or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.

New Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for recently issued accounting pronouncements that may affect us.

Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by our operations, borrowings under our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our primary cash requirements in the short term (i.e., those requiring cash on or before December 31, 2026) will be to fund property lease obligations, interest and current principal on debt, capital improvements, dividends on common and preferred shares, and working capital of our property operations. We believe our cash and cash equivalents, restricted cash and the amount available on our senior unsecured revolving credit facility, which totaled $838.3 million as of December 31, 2025, along with cash generated from ongoing operations will be sufficient to satisfy our short-term cash requirements. As of December 31, 2025, we had no off-balance sheet arrangements.

In order to maintain our qualification as a REIT, we must pay dividends to our shareholders of at least 90 percent of our taxable income. As a result of this requirement, we cannot rely on retained earnings to fund long-term liquidity requirements such as hotel property acquisitions, redevelopments and repayments of long-term debt. As such, we expect to continue to raise capital through equity and debt offerings to fund our growth.

Our material cash requirements include the following contractual and other obligations.

Debt

Our outstanding debt consisted of floating- and fixed-rate unsecured term loans, convertible senior notes, unsecured senior notes and mortgage loans with varying maturities. Our total debt had an aggregate face value of $2.1 billion as of December 31, 2025, as summarized below:

December 31, 2025

(in thousands)

Unsecured revolving credit facilities

$

— 

Unsecured term loans

901,869 

Convertible senior notes

750,000 

Unsecured senior notes

400,000 

Mortgage loans

93,395 

Total debt at face value

$

2,145,264 

For further discussion on the components of our debt, see Note 5. Debt to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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We have the option to extend certain of our current debt maturities with the payment of extension fees. Assuming we exercise all extension options available in our debt agreements, we expect that future principal and interest payments associated with our remaining debt obligations outstanding as of December 31, 2025 will be $2.4 billion through their maturity, with $392.3 million of principal and $92.6 million of interest payable on or before December 31, 2026. We intend to pay amounts due with available cash, borrowings under our revolving credit facility or proceeds from property sales or to refinance amounts due with long-term debt.

We are in compliance with all covenants governing our existing credit facilities, term loans, senior note facilities and mortgage loans.

Our mortgage loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions may be triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. As of December 31, 2025, none of the mortgage loans were in a cash trap.

Hotel, ground and finance lease obligations

Our properties that are subject to hotel, ground or finance leases, as noted in Note 11. Commitment and Contingencies to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K, may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases.

Future fixed minimum payments associated with our hotel, ground and finance leases total $1.8 billion as of December 31, 2025, with $24.3 million payable on or before December 31, 2026.

Purchase commitments

As of December 31, 2025, we had $2.2 million of outstanding purchase commitments, all of which will be paid on or before December 31, 2026. These purchase commitments represent outstanding purchase orders and contracts that have been executed for capital and renovation projects at our properties. See Capital Investments (below) for discussion on planned capital investments.

Preferred dividends and Series Z preferred operating partnership units

We expect to pay aggregate annual dividends and distributions of approximately $46.4 million on our outstanding Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares and Series Z Cumulative Perpetual Preferred Units on or before December 31, 2026 and in future years until the shares/units are redeemed. For further discussion on our preferred shares and preferred units, see Note 7. Equity to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Sources and Uses of Cash

Our principal sources of cash are cash from operations, draws on our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our principal uses of cash are asset acquisitions, debt service payments, the redemption of equity securities, capital investments, operating costs, corporate expenses and dividends.

Operating Activities. Our net cash provided by operating activities was $249.7 million for the year ended December 31, 2025 and $275.0 million for the year ended December 31, 2024. Fluctuations in our net cash provided by operating activities are primarily the result of changes in hotel revenues, operating cash requirements and corporate expenses.

Investing Activities. Our net cash provided by (used in) investing activities was $10.3 million for the year ended December 31, 2025 and $(92.8) million for the year ended December 31, 2024. Fluctuations in our net cash provided by (used in) investing activities are primarily the result of disposition activities, as well as capital improvements and additions to our properties.

•During the year ended December 31, 2025, we invested $97.4 million in improvements to our hotel properties, received $102.6 million from the sales of two hotel properties and received $5.6 million in property insurance proceeds.

•During the year ended December 31, 2024, we invested $128.8 million in improvements to our hotel properties and received $36.8 million in property insurance proceeds.

Financing Activities. Our net cash used in financing activities was $281.4 million for the year ended December 31, 2025 and $158.2 million for the year ended December 31, 2024. Fluctuations in our net cash used in financing activities are primarily the result of our issuance and repurchase of debt and equity securities and distributions paid on our preferred and common shares.

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•During the year ended December 31, 2025, we borrowed $400.0 million and repaid $511.2 million in other debt, repurchased $72.6 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards, repurchased $6.1 million of preferred shares through our preferred share repurchase program, paid $51.9 million in preferred and common distributions, purchased $27.2 million in capped call transactions and paid $11.0 million in financing costs.

•During the year ended December 31, 2024, we borrowed $400.0 million and repaid $465.4 million in other debt, repurchased $16.9 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards, paid $52.0 million in preferred and common distributions and paid $22.1 million in financing costs.

Capital Investments

We maintain and intend to continue maintaining all of our hotels in good repair and condition, in conformity with applicable laws and regulations, in accordance with franchisor standards when applicable and in accordance with agreed-upon requirements in our management agreements. Routine capital investments will be administered by the hotel management companies. However, we maintain approval rights over the capital investments as part of the annual budget process and as otherwise required from time to time.

Certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guest rooms, meeting space and restaurants, in order to better compete with other hotels in our markets. In addition, after we acquire a hotel property, we are often required by the franchisor or brand manager, if any, to complete a property improvement plan ("PIP") in order to bring the hotel property up to the franchisor's or brand's standards. Generally, we expect to fund renovations and improvements with available cash, restricted cash, borrowings under our credit facility or proceeds from new debt or equity offerings.

For the year ended December 31, 2025, we invested $97.4 million in capital investments (or $76.6 million excluding the repair and remediation of LaPlaya Beach Resort & Club) to reposition and/or improve our properties, including the capital maintenance projects and renovations of Hyatt Centric Delfina Santa Monica, Skamania Lodge, Chaminade Resort & Spa, The Westin Copley Place, Boston, Paradise Point Resort & Spa and Margaritaville Hollywood Beach Resort.

Depending on market conditions, and in some instances subject to approval from governmental authorities, we expect to invest an additional $65.0 million to $75.0 million in capital investments in 2026, which includes normal hotel capital refurbishments and repositioning projects. The following significant capital projects are expected to be completed in 2026:

•The refurbishment of Paradise Point Resort & Spa's convention center space; and

•Guest room refurbishments at Chaminade Resort & Spa.

Common Share Repurchase Programs and Preferred Share Repurchase Program

Common Share Repurchase Programs

On February 17, 2023, our board of trustees authorized a share repurchase program of up to $150.0 million of common shares (the "February 2023 Common Share Repurchase Program"). Under this program, we could repurchase common shares from time to time in transactions on the open market or by private agreement. We could have suspended or discontinued this program at any time.

On October 21, 2025, our board of trustees terminated the February 2023 Common Share Repurchase Program and authorized a new share repurchase program of up to $150.0 million of common shares (the "October 2025 Common Share Repurchase Program"). Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. Common shares repurchased by us cease to be outstanding and become authorized but unissued common shares.

During the year ended December 31, 2025, we repurchased 6,277,068 common shares for an aggregate purchase price of $71.4 million, or an average of approximately $11.37 per share, under the February 2023 Common Share Repurchase Program. As of December 31, 2025, no common shares were available for repurchase under the February 2023 Common Share Repurchase Program, as the program had been terminated. As of December 31, 2025, $150.0 million of common shares remained available for repurchase under the October 2025 Common Share Repurchase Program.

The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require us to repurchase any specific number of common shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.

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Preferred Share Repurchase Program

On February 17, 2023, our board of trustees authorized a share repurchase program of up to $100.0 million of preferred shares. Under the terms of the program, we may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

During the year ended December 31, 2025, we repurchased 531,038 preferred shares for an aggregate purchase price of $10.1 million, or an average of approximately $18.95 per share. As of December 31, 2025, $74.1 million of preferred shares remained available for repurchase under this program.

The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require us to repurchase any specific number of preferred shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.

Inflation

We rely on the performance of the hotels to increase revenues to keep pace with inflation. Generally, our hotel operators possess the ability to adjust room rates daily, except for group or corporate rates contractually committed to in advance, although competitive pressures may limit the ability of our operators to raise rates faster than inflation or even at the same rate.

Seasonality

For discussion on the seasonality of our hotels' operations, see Part I, Item 1 of this Annual Report on Form 10-K.

Derivative Instruments

In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are subject to fair value reporting at each reporting date and the increase or decrease in fair value is recorded in net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. Derivatives expose the Company to credit risk in the event of non-performance by the counter parties under the terms of the interest rate hedge agreements. We believe we minimize the credit risk by transacting with major credit-worthy financial institutions.

As of December 31, 2025, we have interest rate swap agreements with an aggregate notional amount of $665.0 million to hedge variable interest rates on our unsecured term loans and a mortgage loan. We have designated these pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. For a further discussion of our derivative instruments see Note 5. Debt to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.