# Xenia Hotels & Resorts, Inc. (XHR) Informational only - not investment advice. CIK: 0001616000 SIC: 7011 Hotels & Motels SIC breadcrumb: [Services](/division/I/) > [SIC Major Group 70](/major-group/70/) > [SIC 7011 Hotels & Motels](/industry/7011/) Latest 10-K filed: 2026-02-24 SEC page: https://www.sec.gov/edgar/browse/?CIK=1616000 Filing source: https://www.sec.gov/Archives/edgar/data/1616000/000162828026011060/xhr-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 1078500000 | USD | 2025 | 2026-02-24 | | Net income | 63088000 | USD | 2025 | 2026-02-24 | | Assets | 2808675000 | USD | 2025 | 2026-02-24 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001616000.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 950,160,000 | 945,277,000 | 1,058,207,000 | 1,149,087,000 | 369,776,000 | 616,188,000 | 997,607,000 | 1,025,443,000 | 1,039,047,000 | 1,078,500,000 | | Net income | 85,855,000 | 98,862,000 | 193,688,000 | 55,400,000 | -163,330,000 | -143,517,000 | 55,922,000 | 19,142,000 | 16,143,000 | 63,088,000 | | Operating income | 111,503,000 | 103,617,000 | 131,824,000 | 111,481,000 | -241,694,000 | -60,884,000 | 111,392,000 | 97,612,000 | 86,835,000 | 107,533,000 | | Diluted EPS | | | 1.75 | 0.49 | -1.44 | -1.26 | 0.49 | 0.17 | 0.15 | 0.64 | | Assets | 2,860,345,000 | 3,115,308,000 | 3,170,087,000 | 3,263,006,000 | 3,079,603,000 | 3,087,316,000 | 3,080,055,000 | 2,902,227,000 | 2,831,616,000 | 2,808,675,000 | | Liabilities | 1,208,778,000 | 1,470,222,000 | 1,317,382,000 | 1,487,848,000 | 1,512,740,000 | 1,649,235,000 | 1,620,047,000 | 1,584,730,000 | 1,551,283,000 | 1,625,138,000 | | Stockholders' equity | 1,629,597,000 | 1,614,905,000 | 1,823,913,000 | 1,739,021,000 | 1,554,075,000 | 1,430,986,000 | 1,441,183,000 | 1,290,992,000 | 1,243,103,000 | 1,134,218,000 | | Cash and cash equivalents | 216,054,000 | 71,884,000 | 91,413,000 | 110,841,000 | 389,823,000 | 517,377,000 | 305,103,000 | 164,725,000 | 78,201,000 | 140,427,000 | | Net margin | 9.04% | 10.46% | 18.30% | 4.82% | -44.17% | -23.29% | 5.61% | 1.87% | 1.55% | 5.85% | | Operating margin | 11.74% | 10.96% | 12.46% | 9.70% | -65.36% | -9.88% | 11.17% | 9.52% | 8.36% | 9.97% | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001616000.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. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 0.24 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | -0.01 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 0.06 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 271,066,000 | 13,792,000 | 0.12 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 232,024,000 | -8,529,000 | -0.08 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 253,380,000 | 7,599,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 267,488,000 | 8,534,000 | 0.08 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 272,904,000 | 15,338,000 | 0.15 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 236,806,000 | -7,091,000 | -0.07 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 261,849,000 | -638,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 288,927,000 | 15,585,000 | 0.15 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 287,579,000 | 55,157,000 | 0.56 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 236,417,000 | -13,738,000 | -0.14 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 265,577,000 | 6,084,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 295,408,000 | 19,771,000 | 0.21 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1616000/000162828026029383/xhr-20260331.htm Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high Filing date: 2026-05-01 Report date: 2026-03-31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Certain statements in this Quarterly Report on Form 10-Q, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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”). These statements include statements about Xenia’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Xenia and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. Forward-looking statements in this Form 10-Q include, among others, statements about our plans, strategies and the impact of macroeconomic factors, including inflation, changing interest rates, a potential domestic and/or global recession, global conflicts, trade disputes, consumer confidence levels in the economy, the evolving workforce and wage landscape, capital expenditures and reserve funds, the Repurchase Program, the ability to consummate acquisitions and dispositions of hotel properties, changes in the geographic markets where our revenues are concentrated, insurance recoveries, liquidity and derivations thereof, financial performance and potential dividends, prospects or future events. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other important factors include, among others: the risk factors set forth under “Part I-Item 1A. Risk Factors” and “Part II-Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2026, as may be updated elsewhere in this report and the information set forth in other Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC; general economic uncertainty and a contraction in the U.S. or global economy or low levels of economic growth; macroeconomic factors and other factors beyond our control that can adversely affect and reduce demand for hotel rooms, food and beverage services, and/or meeting facilities; inflation which increases our labor and other costs of providing services to guests and meeting hotel brand standards as well as costs related to construction and other capital expenditures including increased costs due to the imposition of tariffs on imported goods, property and other taxes, and insurance which could result in reduced operating profit margins; the impact of supply chain disruptions on our ability to source furniture, fixtures, and equipment required to comply with brand standards and guest expectations and the ability of our third-party managers to source supplies and other items required for operations; our ability to comply with contractual covenants; business, financial and operating risks inherent to real estate investments and the lodging industry; seasonal and cyclical volatility in the lodging industry; adverse changes in specialized industries, such as the energy, technology and/or tourism industries that result in a sustained downturn of related businesses and corporate spending that may negatively impact our revenues and results of operations; levels of spending in transient or group business and leisure segments as well as consumer confidence; declines in occupancy and average daily rate; decreased business travel for in-person meetings due to technological advancements in virtual meetings and/or changes in guest and consumer preferences, including consideration of the impact of travel on the environment; fluctuations in the supply of hotels, due to hotel construction and/or renovation and expansion of existing hotels, and demand for hotel rooms; changes in the competitive environment in the lodging industry, including due to consolidation of management companies, franchisors and online travel agencies, and changes in the markets where we own hotels; events beyond our control, such as wars, global conflicts and geopolitical unrest, changes in trade policy, other political conditions or uncertainty, actual or threatened terrorist or cyber-attacks, mass casualty events, government shutdowns and closures, travel-related health concerns, global outbreaks of pandemics (such as the COVID-19 pandemic) or contagious diseases, or fear of such outbreaks, weather and climate-related events, such as hurricanes, tornadoes, floods, wildfires, and droughts, and natural or man-made disasters; cyber incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors' computer systems, and our third-party management companies' or franchisors' computer systems and/or their vendors' computer systems; changes in interest rates and operating costs, including labor and service related costs; our inability to directly operate our properties and reliance on third-party hotel management companies to operate and manage our hotels; our ability to maintain good relationships with our third-party hotel management companies and franchisors; our failure to maintain and/or comply with required brand operating standards; our ability to maintain our brand licenses at our hotels; relationships with labor unions and changes in labor laws, including increases to minimum wages; retention and attraction of our senior management team or key personnel; our ability to identify and consummate additional acquisitions and dispositions of hotels; our ability to integrate and successfully operate any hotel properties that we acquire in the future and the risks associated with these hotel properties; disruption resulting from the impact of hotel renovations, repositionings, redevelopments and re-branding activities; our ability to access capital for renovations, acquisitions and general operating needs on terms and at times that are acceptable to us; the fixed cost nature of hotel ownership; our ability to 24 service, restructure or refinance our debt; compliance with regulatory regimes and local laws; uninsured or underinsured losses, including those relating to weather and climate-related events, natural disasters, civil unrest, terrorism or cyber-attacks and the physical effects and transition-related impacts of climate change; changes in distribution channels, such as through internet travel intermediaries or websites that facilitate the short-term rental of homes and apartments from owners; the amount of debt that we currently have or may incur in the future; provisions in our debt agreements that may restrict the operation of our business; our organizational and governance structure; our status as a real estate investment trust (“REIT”); our taxable REIT subsidiary (“TRS”) lessee structure; the cost of compliance with and liabilities under environmental, health and safety laws; adverse litigation judgments or settlements or regulatory proceedings; changes in real estate and zoning laws; increases in insurance or other fixed costs and increases in real property tax valuations or rates; changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs; changes in governmental regulations or interpretations thereof; and estimates relating to our ability to make distributions to our stockholders in the future. These factors are not necessarily all of the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.  The following discussion and analysis should be read in conjunction with the Company’s Unaudited Condensed Consolidated Financial Statements and accompanying notes, which appear elsewhere in this Quarterly Report on Form 10-Q. Overview Xenia Hotels & Resorts, Inc. ("we", "us", "our", "Xenia" or the "Company") is a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of March 31, 2026, we owned 30 hotels and resorts, comprising 8,868 rooms across 14 states. Our hotels are operated and/or licensed by industry leaders including Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton and Davidson. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company, XHR LP (the "Operating Partnership"), and XHR Holding, Inc. and its subsidiaries. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the condensed consolidated statements of operations and comprehensive income. Our Revenues and Expenses Our revenue is primarily derived from hotel operations, including rooms revenue, food and beverage revenue and other revenue, which consists of parking, spa, resort fees, other guest services, and tenant leases, among other items. Our operating costs and expenses consist of the costs to provide hotel services, including rooms expense, food and beverage expense, other direct and indirect operating expenses, and management and franchise fees. Rooms expense includes housekeeping wages and associated payroll taxes, room supplies, laundry services and front desk costs. Food and beverage expense primarily includes the cost of food, beverages and associated labor. Other direct and indirect hotel expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with general and administrative d [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 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 in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in "Special Note Regarding Forward-Looking Statements" and "Part I-Item 1A. Risk Factors" contained in this Annual Report and in our other reports that we file from time to time with the SEC. Overview Xenia is a self-advised and self-administered REIT that invests primarily in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of December 31, 2025, we owned 30 hotels and resorts, comprising 8,868 rooms across 14 states. Our hotels are primarily operated and/or licensed by industry leaders such as Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton, and The Kessler Collection. We plan to grow our business through a differentiated acquisition strategy, proactive asset management and capital investment in our properties. We primarily target markets and sub-markets with particular positive characteristics, such as multiple demand generators, favorable supply and demand dynamics and attractive projected hotel revenue growth. We believe our focus on a broader range of markets allows us to evaluate a greater number of acquisition opportunities and, as a result, be highly selective in our pursuit of only those opportunities that best fit our investment criteria. We own and pursue hotels and resorts in the luxury and upper upscale hotel segments that are affiliated with premium leading brands, as we believe that these segments yield attractive risk-adjusted returns. Within these segments, we focus on hotels and resorts that will provide guests with a distinctive lodging experience and that are tailored to reflect local market environments. We also target properties that exhibit an opportunity for us to enhance operating performance through proactive asset management and targeted capital investment. While we do not operate our hotel properties, our asset management team and our executive management team monitor and work with our hotel managers by conducting regular revenue, sales, and financial performance reviews and also perform in-depth on-site reviews focused on ongoing operating margin improvement initiatives. We interact frequently with our management companies and on-site management personnel, including conducting regular meetings with key executives of our management companies and brands. Through these efforts, we aim to enhance the guest experience, improve property efficiencies, lower costs, maximize revenues, and grow property operating margins, which we expect will increase long-term returns to our stockholders. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company, the Operating Partnership and XHR Holding. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the consolidated statements of operations and comprehensive income. Market Outlook The U.S. lodging industry has historically exhibited a strong correlation to U.S. GDP, which increased at an annual rate of approximately 2.2% during 2025, according to the U.S. Department of Commerce, in comparison to an increase of approximately 2.8% during 2024. The increase in U.S. GDP during the year ended December 31, 2025 reflected increases in consumer spending and investment. During the fourth quarter of 2025, U.S. GDP increased at an annual rate of 1.4%, a decrease from the annual rate increase of 4.4% for the third quarter of 2025. The increase during the fourth quarter of 2025 reflected increases in consumer spending and investment as well as a decrease in imports that were partially offset by decreases in government spending and exports. In addition, the unemployment rate remained flat at 4.4% in December 2025 compared to September 2025 and rose compared to 4.1% in June 2025. Overall industry lodging demand decreased 0.5% and new hotel supply increased by 0.7% during the year ended December 31, 2025 compared to 2024. Industry RevPAR decreased 0.3% for the year ended December 31, 2025 compared to 2024, which was primarily driven by a 1.2% decrease in occupancy partially offset by a 0.9% increase in ADR. All U.S. data for the year ended December 31, 2025 are per industry reports. 49 Significant Events The following significant events occurred during the year ended December 31, 2025: •In January 2025, we drew the $100 million 2024 Delayed Draw Term Loan and used a portion of the borrowing to repay the then outstanding balance on the Revolving Credit Facility. •In March 2025, we purchased the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara in Santa Clara, California for a purchase price of $25.4 million including transactions costs. •In April 2025, we completed the disposition of the 545-room Fairmont Dallas, in Dallas, Texas for a sale price of $111.0 million resulting in a gain on sale of $40.0 million. Net cash proceeds from the sale, after transaction closing costs and other credits, were $101.4 million. •During the year ended December 31, 2025, 9,353,816 shares were repurchased at a weighted-average price of $12.87 per share for an aggregate purchase price of $120.4 million. •We invested approximately $86.6 million in portfolio improvements, which we believe will drive positive performance at these properties in the future. Our Customers We generate a significant portion of our revenue from the following broad customer groups: transient business, group business and contract business. Transient business broadly represents individual business or leisure travelers. Historically, business travelers have made up the majority of transient demand at our hotels. Therefore, we will be more affected by trends in business travel than trends in leisure demand. Group business represents clusters of guestrooms booked together, usually with a minimum of 10 rooms. Contract business refers to blocks of rooms sold to a specific company for an extended period of time at significantly discounted rates. Airline crews have historically been typical generators of contract demand at some of our hotels. Additionally, contract rates may be utilized by hotels that are located in markets that are experiencing consistently lower levels of demand. Our Revenues and Expenses Revenues Our revenues are derived from hotel operations and are composed of the following sources: •Rooms revenues - Represents the sale of rooms at our hotel properties and accounts for a substantial majority of our total revenue. Occupancy and ADR are the major drivers of rooms revenues. The business mix and distribution channel mix of the hotels are significant determinants of ADR. •Food and beverage revenues - Occupancy and the type of customer staying at the hotel are the major drivers of food and beverage revenue (i.e., group business typically generates more food and beverage business through catering functions when compared to transient business, which may or may not utilize the hotel’s food and beverage outlets). •Other revenues - Represents ancillary revenue such as parking, resort or destination amenity fees, golf, spa services and other guest services and tenant leases. Occupancy and the nature of amenities at the property are the main drivers of other revenue. Expenses Our operating expenses consist of costs to provide hotel services and corporate-level expenses. The following are components of our expenses: •Rooms expenses - These costs include housekeeping wages, payroll taxes, room supplies, laundry services and front desk costs. Similar to rooms revenues, occupancy is the major driver of rooms expense and as a result, rooms expense has a significant correlation to rooms revenues. These costs as a percentage of revenue can increase based on increases in salaries, wages and benefits, as well as on the level of service and amenities that are provided. •Food and beverage expenses - These expenses primarily include food, beverage and associated labor costs. Occupancy and the type of customer staying at the hotel are major drivers of food and beverage expense (i.e., catered functions generally are more profitable than on-property food and beverage outlet sales), which correlates closely with food and beverage revenue. •Other direct expenses - These expenses primarily include labor and other costs associated with other revenues, such as parking and other guest services. 50 •Other indirect expenses - These expenses primarily include hotel costs associated with general and administrative, state sales and excise taxes, sales and marketing, information technology and telecommunications, repairs and maintenance and utility costs. •Management and franchise fees - Base management fees are computed as a percentage of gross revenue. Management fees also include incentive management fees, which are typically a percentage of net operating income (or similar measurements of hotel profitability) above an annual threshold. Franchise fees are computed as a percentage of rooms revenues. See "Part I-Item 2. Properties - Our Principal Agreements" for a summary of key terms related to our management and franchise agreements. •Depreciation and amortization expense - These are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings, furniture, fixtures and equipment at our hotels, as well as certain corporate assets. Amortization expense primarily consists of amortization of acquired advance bookings and acquired leases, which are amortized over the life of the related term or lease. •Real estate taxes, personal property taxes and insurance - These expenses primarily include real estate tax and personal property tax payments due in the respective jurisdictions where our hotels are located, partially offset by refunds from prior year real estate tax appeals, and payments due under insurance policies for our hotel portfolio. •Ground lease expense - This expense represents the rent associated with land underlying our hotels and/or meeting facilities that we lease from third-parties. It also includes the non-cash ground rent determined as part of the initial purchase price allocation at acquisition. •General and administrative expenses - These expenses primarily consist of compensation expense for our corporate staff and personnel supporting our business (including non-cash stock compensation expense), office administrative and related expenses, legal and professional fees, and other corporate costs. •Gain on business interruption insurance - These gains consist of insurance settlements for lost income that was covered per the terms of our respective insurance policies, which was in excess of insurance deductibles. •Other operating expenses - These expenses typically consist of legal fees, other professional fees, franchise taxes, pre-opening costs, other direct costs associated with our pursuit and acquisitions of hotel investments which are not ultimately consummated and hotel management transition efforts. As a result, these costs will vary depending on the timing, volume and nature of acquisition activity. •Impairment and other losses - Our real estate, intangible assets, goodwill and other long-lived assets are generally held for the long-term. We evaluate these assets for impairment as discussed in "Critical Accounting Policies and Estimates." These evaluations have resulted in impairment losses for certain of these assets, including goodwill, based on the specific facts and circumstances surrounding these assets, and our estimates of the fair value of these assets, including goodwill. Based on economic conditions or other factors applicable to a specific property, we may be required to take additional impairment losses to reflect further declines in our asset and/or investment values. Additionally, from time to time we may record other losses related to property damage resulting from natural disasters and/or other disaster remediation costs. Most categories of variable operating expenses, including labor costs such as housekeeping, fluctuate with changes in occupancy. Increases in occupancy are accompanied by increases in most categories of variable operating expenses, while increases in ADR typically only result in increases in limited categories of operating costs and expenses, such as management fees and franchise fees, which are based on hotel revenues. Thus, changes in ADR have a more significant impact on operating margins than changes in occupancy. Factors that May Affect Results of Operations The principal factors affecting our operating results include overall demand for hotel rooms compared to the supply of available hotel rooms, economic conditions, and the ability of our third-party management companies to increase or maintain revenues while controlling expenses. •Demand and economic conditions - Consumer demand for lodging, especially business travel, is closely linked to the performance of the overall economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, restrictions on travel, lower consumer confidence and adverse political conditions can lower the revenues and profitability of our hotel operations. Additionally, consumers may seek lower-cost alternatives when economic conditions are challenging. As a result, changes in consumer demand and general business cycles can subject and 51 have subjected our revenues to significant volatility. See "Part I-Item 1A. Risk Factors - Risks Related To The Hotel Industry." •Supply - New hotel room supply is an important factor that can affect the lodging industry’s performance. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. The addition of new competitive hotels affects the ability of existing hotels to drive growth in RevPAR, and thus profits. New development is driven largely by construction costs, the availability of financing and expected performance of existing hotels. •Third-party hotel managers - We depend on the performance of third-party hotel management companies that manage the operations of each of our hotels under long-term agreements. Our operating results could be materially and adversely affected if any of our third-party managers fail to provide quality services and amenities, or otherwise fail to manage our hotels in our best interest. We believe we have good relationships with our third-party managers and are committed to the continued growth and development of these relationships. •Fixed nature of expenses - Many of the expenses associated with operating our hotels are relatively fixed. These expenses include certain personnel costs, rent, property taxes, insurance and utilities, as well as sales and marketing expenses. If we are unable to decrease these costs significantly or rapidly when demand for our hotels decreases, the resulting decline in our revenues can have an adverse effect on our net cash flow, margins and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth. •Seasonality - The lodging industry is seasonal in nature, which can be expected to cause fluctuations in our hotel rooms revenues, occupancy levels, room rates, operating expenses and cash flows. The periods during which our hotels experience higher or lower levels of demand vary from property to property and depend upon location, type of property and competitive mix within the specific location. •Competition - The lodging industry is highly competitive. Our hotels compete with other hotels and alternative accommodations for guests in each of their markets based on a number of factors, including, among others, room rates, quality of accommodations, service levels and amenities, location, brand affiliation, reputation, and reservation systems. Competition is often specific to the individual markets in which our hotels are located and includes competition from existing and new hotels. We believe that hotels, such as those in our portfolio, will enjoy the competitive advantages associated with operating under nationally recognized brands. Key Indicators of Operating Performance We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as RevPAR; ADR; occupancy; EBITDA, EBITDAre and Adjusted EBITDAre; FFO and Adjusted FFO. 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 the Company's use, definitions and limitations of EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO. Critical Accounting Policies and Estimates General The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. We consider the following policies critical because they require the most difficult, subjective and complex judgments and include estimates about matters that are inherently uncertain, involve various assumptions, require management judgment, and because they are important for understanding and evaluating our reported financial results. As a result, these accounting policies could materially affect our financial position, results of operations and related disclosures. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is then available to us, our historical experiences and various matters that we believe are reasonable and appropriate for consideration under the circumstances. Actual results may differ significantly from these estimates due to changes in judgments, assumptions and conditions as a result of unforeseen events or otherwise, which could have a material impact on financial position or results of operations. All of our significant accounting policies are disclosed in the notes to our consolidated financial statements in "Part IV-Item 15. Exhibits and Financial Statement Schedules." The following represent certain critical accounting policies that require us to exercise our business judgment or make significant estimates. 52 Investment in Hotel Properties Investments in hotel properties, including land and land improvements, buildings and building improvements, furniture, fixtures and equipment, and identifiable intangible assets and liabilities, will generally be accounted for as asset acquisitions. The determination of whether or not an acquisition qualifies as an asset acquisition or business combination is an area that requires management's use of judgment in evaluating the criteria of the screen test. Acquired assets are recorded at their relative fair value based on total accumulated costs of the acquisition, which includes direct acquisition-related costs. Identifiable assets include land, land improvements, buildings and building improvements, furniture, fixtures and equipment, inventory and identifiable intangible assets or 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. The allocation of the purchase price to elements of our acquired hotel properties is an area that requires judgment and significant estimates. Therefore, the amounts allocated to acquired assets and liabilities could be materially different than if that transaction had occurred on a different date or in a different location. At times estimates are determined based on limited data for comparable market transactions, such as discount rates used in the market or income valuation approach, or the purchase involves land or a ground lease in a niche market. This could materially impact the allocation to identifiable assets and the related amortization and depreciation over future periods if the value was assigned to another identifiable asset acquired. Impairment Long-lived assets and intangibles The Company assesses the carrying values of the respective long-lived assets, which includes hotel properties and the related intangible assets, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition. When such conditions exist, we perform an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the eventual disposition of a hotel exceed its carrying value. If it is determined that the estimated undiscounted future cash flows do not exceed the carrying value of the asset, an adjustment to reduce the carrying amount of the hotel to its estimated fair market value is recorded and an impairment loss is recognized. Impairment Estimates In the evaluation of impairment of our hotel properties, including the related intangible assets and goodwill, we make many assumptions and estimates including valuation approach, projected cash flows, growth rates, eventual disposition, expected useful life and holding period, future capital expenditures, and fair values, which includes consideration of capitalization rates, discount rates, and comparable selling prices. The valuation and possible subsequent impairment of a hotel or goodwill is a significant estimate that can and does change based on our continuous process of analyzing each hotel property and goodwill and reviewing assumptions about uncertain inherent factors, as well as the economic condition of the property at a particular point in time. If we misjudge or estimate incorrectly or if future operating profitability, market or industry factors differ from our expectations, we may record an impairment charge which is inappropriate, fail to record a charge when we should have done so, or the amount of such charges may be inaccurate. Results of Operations Operating Results Overview Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 4.8% to $180.65 for the year ended December 31, 2025, compared to $172.36 for the year ended December 31, 2024. The increase in our total portfolio RevPAR for the year ended December 31, 2025 compared to the same period in 2024 was driven by increases in occupancy and ADR, disruption from renovations in 2024 and year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following its renovation. Further, demand has continued to shift to a 53 more traditional mix of leisure, business transient and group within our portfolio. Excluding dispositions and Grand Hyatt Scottsdale Resort, which underwent a transformative renovation during 2024, RevPAR increased 0.7% to $181.03 for the year ended December 31, 2025 compared to $179.76 for the year ended December 31, 2024. Net income increased 296.6% for the year ended December 31, 2025 compared to 2024, which was primarily attributed to: •a $38.3 million increase on gain on sale of investment properties; •a $33.7 million increase in hotel operating income for our 30-comparable hotels; •a $3.9 million reduction in loss on extinguishment of debt; and •a $0.2 million reduction in impairment and other losses. These increases were partially offset by: •an $8.9 million reduction in operating income attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025; •a $5.8 million increase in interest expense; •income tax expense of $1.4 million in 2025 compared to an income tax benefit of $3.7 million in 2024; •a $2.0 million increase in depreciation and amortization expense; •a $1.9 million reduction in other income; •a $1.8 million reduction in gain on business interruption insurance; •a $0.5 million increase in general and administrative expenses; and •a $0.1 million increase in other operating expenses. Adjusted EBITDAre and Adjusted FFO attributable to common stock and unit holders increased 8.9% and 5.7%, respectively, for the year ended December 31, 2025 compared to 2024. The increase during the year ended December 31, 2025 was primarily attributable to an increase in operating income as well disruption from renovations in 2024 and year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following its renovation, partially offset by a reduction in operating income attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Refer to "Non-GAAP Financial Measures" for the definition of these financial measures, a description of how they are useful to investors as key supplemental measures of our operating performance and the reconciliation of these non-GAAP financial measures to net income attributable to common stock and unit holders. Portfolio Composition As of December 31, 2025 and 2024, the Company owned 30 lodging properties with a total of 8,868 rooms and owned 31 lodging properties with a total of 9,408 rooms, respectfully. As of December 31, 2023, the Company owned 32 lodging properties with a total of 9,514 rooms. The following represents the disposition details for the properties sold in the years ended December 31, 2025 and 2024 (in thousands, except number of rooms): Property Date No. of Rooms Gross Sale Price Fairmont Dallas 04/2025 545 $ 111,000  Total for the year ended December 31, 2025 545 $ 111,000  Lorien Hotel & Spa 07/2024 107 $ 30,000  Total for the year ended December 31, 2024 107 $ 30,000  No hotels were sold during the year ended December 31, 2023. No hotels were acquired during the years ended December 31, 2025, 2024 and 2023. 54 Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 Operating Information The following table sets forth certain operating information for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Change Number of properties at January 1 31 32 (1) Properties acquired — — — Properties disposed (1) (1) — Number of properties at December 31 30 31 (1) Number of rooms at January 1 9,408 9,514 (106) Rooms in properties acquired or added to portfolio upon completion of property improvements(1) 5 1 4 Rooms in properties disposed or combined during property improvements(2) (545) (107) (438) Number of rooms at December 31 8,868 9,408 (540) Portfolio Statistics: Occupancy(3) 68.5  % 67.4  % 110 bps ADR(3) $ 263.79  $ 255.62  3.2% RevPAR(3) $ 180.65  $ 172.36  4.8% Total RevPAR(3) $ 326.61  $ 299.93  8.9% Hotel operating income (in thousands)(4) $ 329,922  $ 308,633  6.9% (1)     During the year ended December 31, 2025, we added five newly created rooms at Grand Hyatt Scottsdale Resort. During the year ended December 31, 2024, we added one newly created room at Grand Bohemian Hotel Orlando, Autograph Collection. (2)     During the year ended December 31, 2025, we sold one hotel with 545 rooms. During the year ended December 31, 2024, we sold one hotel with 107 rooms. (3)    For hotels sold during the period, operating results and statistics are only included through the date of the respective disposition. (4)    Hotel operating income represents the difference between total revenues and total hotel operating expenses. Revenues Revenues consists of room, food and beverage, and other revenues from our hotels, as follows (in thousands): Year Ended December 31, 2025 2024 Change % Change Revenues: Rooms revenues $ 596,536  $ 597,097  $ (561) (0.1) % Food and beverage revenues 380,269  350,738  29,531  8.4  % Other revenues 101,695  91,212  10,483  11.5  % Total revenues $ 1,078,500  $ 1,039,047  $ 39,453  3.8  % Rooms revenues Rooms revenues for our total portfolio decreased $0.6 million, or 0.1%, to $596.5 million for the year ended December 31, 2025 from $597.1 million for the year ended December 31, 2024 primarily driven by a reduction of $21.3 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025 and the impact of short-term demand lift from hurricanes in the prior year, partially offset by increases in occupancy and ADR, as well as a ramp up in performance after disruption from renovations in the prior period. Excluding dispositions and Grand Hyatt Scottsdale Resort, rooms revenues for the year ended December 31, 2025 increased $2.4 million, or 0.4%, when compared to the prior period. 55 Food and beverage revenues Food and beverage revenues increased $29.5 million, or 8.4%, to $380.3 million for the year ended December 31, 2025 from $350.7 million for the year ended December 31, 2024 primarily due to an increase in occupancy, disruption from renovations in the prior period and growth in banquets and catering resulting from strong group business demand. The increase is net of a reduction of $14.5 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, food and beverage revenues for the year ended December 31, 2025 increased $20.7 million, or 6.5%, when compared to the prior period. Other revenues Other revenues increased $10.5 million, or 11.5%, to $101.7 million for the year ended December 31, 2025 from $91.2 million for the year ended December 31, 2024 primarily as a result of increases in occupancy and ancillary fees as well as disruption from renovations in the prior period. This increase is net of a reduction of $1.7 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, other revenues for the year ended December 31, 2025 increased $8.5 million, or 10.1%, when compared to the prior period. Hotel Operating Expenses Hotel operating expenses consist of the following (in thousands): Year Ended December 31, 2025 2024 Change % Change Hotel operating expenses: Rooms expenses $ 153,646  $ 152,133  $ 1,513  1.0  % Food and beverage expenses 254,305  241,186  13,119  5.4  % Other direct expenses 27,500  25,009  2,491  10.0  % Other indirect expenses 274,227  275,579  (1,352) (0.5) % Management and franchise fees 38,900  36,507  2,393  6.6  % Total hotel operating expenses $ 748,578  $ 730,414  $ 18,164  2.5  % Total hotel operating expenses In general, hotel operating costs correlate to increases or decreases in revenues and fluctuate based on various factors, including occupancy, labor costs, utilities and insurance costs. Luxury and upper upscale hotels generally have higher fixed costs than other types of hotels due to the level of services and amenities provided to guests. Total hotel operating expenses increased $18.2 million, or 2.5%, to $748.6 million for the year ended December 31, 2025 from $730.4 million for the year ended December 31, 2024 largely due to increases in occupancy as well as disruption from renovations in the prior period. This increase is net of a reduction of $26.9 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, total hotel operating expenses for the year ended December 31, 2025 increased $22.1 million, or 3.3%, when compared to the prior period. Corporate and Other Expenses Corporate and other expenses consist of the following (in thousands): Year Ended December 31, 2025 2024 Change % Change Depreciation and amortization $ 130,721  $ 128,749  $ 1,972  1.5  % Real estate taxes, personal property taxes and insurance 50,823  53,140  (2,317) (4.4) % Ground lease expense 1,850  3,179  (1,329) (41.8) % General and administrative expenses 36,792  36,245  547  1.5  % Gain on business interruption insurance (510) (2,338) 1,828  78.2  % Other operating expenses 2,434  2,303  131  5.7  % Impairment and other losses 279  520  (241) (46.3) % Total corporate and other expenses $ 222,389  $ 221,798  $ 591  0.3  % 56 Depreciation and amortization Depreciation and amortization expense increased $2.0 million, or 1.5%, to $130.7 million for the year ended December 31, 2025 from $128.7 million for the year ended December 31, 2024. The increase was primarily attributed to the timing of new assets being placed in service partially offset by fully depreciated assets during the comparable periods and the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Real estate taxes, personal property taxes and insurance Real estate taxes, personal property taxes and insurance expenses decreased $2.3 million, or 4.4%, to $50.8 million for the year ended December 31, 2025 from $53.1 million for the year ended December 31, 2024. This decrease was primarily attributed to a reduction of $1.8 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025 and a $1.2 million reduction in insurance expense, partially offset by a $0.6 million increase in real estate taxes. Ground lease expense Ground lease expense decreased $1.3 million, or 41.8%, to $1.9 million for the year ended December 31, 2025 from $3.2 million for the year ended December 31, 2024. The decrease was primarily attributable to the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara in March 2025. General and administrative expenses General and administrative expenses increased $0.5 million, or 1.5%, to $36.8 million for the year ended December 31, 2025 from $36.2 million for the year ended December 31, 2024. The increase is primarily related to increases in professional fees and other costs. Gain on business interruption insurance Gain on business interruption insurance was $0.5 million for the year ended December 31, 2025, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to two incidents which occurred in 2024. Gain on business interruption insurance was $2.3 million for the year ended December 31, 2024, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023. Results of Non-Operating Income and Expenses Non-operating income and expenses consist of the following (in thousands): Year Ended December 31, 2025 2024 Change % Change Non-operating income and expenses: Gain on sale of investment properties $ 39,953  $ 1,628  $ 38,325  2,354.1  % Other income 7,526  9,399  (1,873) (19.9) % Interest expense (86,722) (80,882) (5,840) 7.2  % Loss on extinguishment of debt —  (3,850) (3,850) 100.0  % Income tax (expense) benefit (1,391) 3,740  5,131  137.2  % Gain on sale of investment properties The gain on sale of investment properties for the year ended December 31, 2025 was attributed to the sale of Fairmont Dallas in April 2025. The gain on sale of investment properties for the year ended December 31, 2024 was attributed to the sale of Lorien Hotel & Spa in July 2024. Other income Other income decreased $1.9 million, or 19.9%, to $7.5 million for the year ended December 31, 2025 from $9.4 million for the year ended December 31, 2024 primarily attributed to a $2.8 million net decrease in recognized gain on insurance recoveries and a $0.6 million non-recurring loss at one property. These decreases were partially offset by a $1.2 million expense related to a legal settlement recognized in the prior year and the recognition of a $1.1 million net gain related to the write off of the right-of-use and lease liability related to the purchase of the fee simple interest in the land underlying the Hyatt Regency Santa Clara. 57 Interest expense Interest expense increased $5.8 million, or 7.2%, to $86.7 million for the year ended December 31, 2025 from $80.9 million for the year ended December 31, 2024, primarily due to higher average outstanding term loan debt, rising interest rates on variable debt coupled with the expiration of certain interest rate hedges in February 2025 and a reduction in capitalized interest. These increases were partially offset by lower outstanding balances on the Senior Notes. Refer to Note 6 in the consolidated financial statements included herein for further discussion. Loss on extinguishment of debt The loss on extinguishment of debt of $3.9 million for the year ended December 31, 2024 was primarily attributable to the write-off of $2.0 million of certain unamortized debt issuance costs associated with full redemption of the outstanding $464.7 million aggregate principal of the 2020 Senior Notes and refinancing of the prior revolving line of credit in November 2024. Additionally, $1.8 million of fees were expensed in connection with the new credit facility. Income tax (expense) benefit Income tax expense increased $5.1 million, or 137.2%, to $1.4 million for the year ended December 31, 2025 from income tax benefit $3.7 million for the year ended December 31, 2024. This increase is primarily attributed to a $5.3 million tax benefit in the prior period associated with the release of the valuation allowance related to certain state net operating loss carryforwards, higher projected taxable income when compared to the prior periods and the use of federal and state net operating loss carryforwards. Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 This information is contained in "Part II-Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025, and is incorporated herein by reference. Non-GAAP Financial Measures We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our operating performance: EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss, operating profit, cash from operations, or any other operating performance measure as prescribed per GAAP. EBITDA, EBITDAre and Adjusted EBITDAre EBITDA is a commonly used measure of performance in many industries and is defined as net income or loss (calculated in accordance with GAAP) excluding interest expense, provision for income taxes (including income taxes applicable to sale of assets) and depreciation and amortization. We consider EBITDA useful to an investor regarding our results of operations, in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from our operating results, even though EBITDA does not represent an amount that accrues directly to common stockholders. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions and along with FFO and Adjusted FFO is used by management in the annual budget process for compensation programs. We then calculate EBITDAre in accordance with standards established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines EBITDAre as EBITDA plus or minus losses and gains on the disposition of depreciated property, including gains or losses on change of control, plus impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates. We further adjust EBITDAre to exclude the impact of non-controlling interests in consolidated entities other than our Operating Partnership Units because our Operating Partnership Units may be redeemed for common stock. We believe it is meaningful for the investor to understand Adjusted EBITDAre attributable to all common stock and Operating Partnership unit holders. We also adjust EBITDAre for certain additional items such as depreciation and amortization related to corporate assets, terminated transaction and pre-opening expenses, amortization of share-based compensation, non-cash ground rent and straight-line rent expense, the cumulative effect of changes in accounting principles, and other costs we believe do not represent recurring operations and are not indicative of the performance of our underlying hotel property entities. We believe Adjusted EBITDAre attributable to common stock and unit holders provides investors with another financial measure in evaluating and facilitating comparison of operating performance between periods and between REITs that report similar measures. 58 FFO and Adjusted FFO We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains or losses from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary. 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. We believe that the presentation of FFO provides useful supplemental information to investors regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains or losses from sales for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance. We believe that the presentation of FFO can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common stockholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the Nareit definition of FFO or do not calculate FFO per diluted share in accordance with Nareit guidance. Additionally, FFO may not be helpful when comparing us to non-REITs. We present FFO attributable to common stock and unit holders, which includes our Operating Partnership Units because our Operating Partnership Units may be redeemed for common stock. We believe it is meaningful for the investor to understand FFO attributable to all common stock and unit holders. We further adjust FFO for certain additional items that are not in Nareit’s definition of FFO such as terminated transaction and pre-opening expenses, amortization of debt origination costs and share-based compensation, non-cash ground rent and straight-line rent expense and other items we believe do not represent recurring operations. We believe that Adjusted FFO provides investors with useful supplemental information that may facilitate comparisons of ongoing operating performance between periods and between REITs that make similar adjustments to FFO and is beneficial to investors’ complete understanding of our operating performance. The following is a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 66,899  $ 16,870  $ 19,874  Adjustments: Interest expense 86,722  80,882  84,997  Income tax expense (benefit) 1,391  (3,740) 1,447  Depreciation and amortization 130,721  128,749  132,023  EBITDA $ 285,733  $ 222,761  $ 238,341  Impairment of investment properties 279  —  —  Gain on sale of investment properties (39,953) (1,628) —  EBITDAre $ 246,059  $ 221,133  $ 238,341  Reconciliation to Adjusted EBITDAre Depreciation and amortization related to corporate assets (278) (341) (348) Gain on insurance recoveries(1) (1,649) (4,428) (535) Loss on extinguishment of debt —  3,850  1,189  Amortization of share-based compensation expense 13,069  13,658  13,168  Non-cash ground rent and straight-line rent expense 113  (435) (75) Other non-recurring expenses(2) 1,030  3,686  —  Adjusted EBITDAre attributable to common stock and unit holders $ 258,344  $ 237,123  $ 251,740  (1)    During the years ended December 31, 2025, 2024, and 2023, we recorded $1.6 million, $4.4 million, and $0.5 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. These amounts are included in other income on the consolidated statements of operations and comprehensive income for the periods then ended. (2)    Includes adjustments for pre-opening expenses, repair and clean-up costs related to property damage and other non-recurring items. 59 The following is a reconciliation of net income to FFO and Adjusted FFO attributable to common stock and unit holders for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 66,899  $ 16,870  $ 19,874  Adjustments: Depreciation and amortization related to investment properties 130,443  128,408  131,675  Impairment of investment properties 279  —  —  Gain on sale of investment properties (39,953) (1,628) —  FFO attributable to common stock and unit holders $ 157,668  $ 143,650  $ 151,549  Reconciliation to Adjusted FFO Gain on insurance recoveries(1) (1,649) (4,428) (535) Loss on extinguishment of debt —  3,850  1,189  Loan related costs, net of adjustment related to non-controlling interests(2) 4,487  5,361  4,915  Amortization of share-based compensation expense 13,069  13,658  13,168  Non-cash ground rent and straight-line rent expense 113  (435) (75) Other non-recurring expenses(3) 1,030  3,686  —  Adjusted FFO attributable to common stock and unit holders $ 174,718  $ 165,342  $ 170,211  (1)    During the years ended December 31, 2025, 2024, and 2023, we recorded $1.6 million, $4.4 million, and $0.5 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. These amounts are included in other income on the consolidated statements of operations and comprehensive income for the periods then ended. (2)    Loan related costs includes amortization of debt premiums, discounts and deferred loan origination costs. (3)    Includes adjustments for pre-opening expenses, repair and clean-up costs related to property damage and other non-recurring items. Use and Limitations of Non-GAAP Financial Measures EBITDA, EBITDAre, Adjusted EBITDAre, FFO, and Adjusted FFO do not represent cash generated from operating activities under GAAP and should not be considered as alternatives to net income or loss, operating profit, cash flows from operations or any other operating performance measure prescribed by GAAP. Although we present and use EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO because we believe they are useful to investors in evaluating and facilitating comparisons of our operating performance between periods and between REITs that report similar measures, the use of these non-GAAP measures has certain limitations as analytical tools. These non-GAAP financial measures are not measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to fund capital expenditures, contractual commitments, working capital, service debt or make cash distributions. These measurements do not reflect cash expenditures for long-term assets and other items that we have incurred and will incur. These non-GAAP financial measures may include funds that may not be available for management’s discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, and other commitments and uncertainties. These non-GAAP financial measures as presented may not be comparable to non-GAAP financial measures as calculated by other real estate companies. We compensate for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our reconciliations to the most comparable GAAP financial measures, and our consolidated statements of operations and comprehensive income, include interest expense, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure. Liquidity and Capital Resources We expect to meet our short-term liquidity requirements from cash on hand, cash flow from hotel operations, use of our unencumbered asset base, asset dispositions, borrowings under our Revolving Credit Facility, and proceeds from various capital market transactions, including issuances of debt and equity securities. The objectives of our cash management policy are to maintain the availability of liquidity and minimize operational costs. 60 On a long-term basis, our objectives are to maximize revenue and profits generated by our existing properties and acquired hotels, to further enhance the value of our portfolio and produce an attractive current yield, as well as to generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders. To the extent we are able to successfully improve the performance of our portfolio, we believe this will result in increased operating cash flows. Additionally, we may meet our long-term liquidity requirements through additional borrowings, the issuance of equity and debt securities, which may not be available on advantageous terms or at all, and/or proceeds from the sales of hotels. Liquidity As of December 31, 2025, we had $140.4 million of consolidated cash and cash equivalents and $82.7 million of restricted cash and escrows. The restricted cash as of December 31, 2025 primarily consisted of $70.3 million related to FF&E reserves as required per the terms of our management and franchise agreements, $5.5 million in an interest-bearing escrow account held with a lender, $2.4 million in deposits made for capital projects, cash held in restricted escrows of $2.3 million primarily for real estate taxes and mortgage escrows and $2.2 million for escrow holdbacks. In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”). A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million. The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million. The Revolving Credit Facility matures in November 2028 and can be extended up to two additional six-month periods. The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans. In January 2025, the Company drew the 2024 Delayed Draw Term Loan and used a portion of the borrowing to repay the then outstanding balance on the Revolving Credit Facility. In accordance with the Amended and Restated Credit Agreement, the remaining proceeds may be used by the Company to refinance other indebtedness and for general working capital purposes. The 2024 Term Loans mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility. In October 2025, the Operating Partnership entered into an Amendment No. 1 to the Amended and Restated Revolving Credit and Term Loan Agreement (the "First Amendment to Amended and Restated Credit Agreement"), pursuant to which interest payable pursuant to the Amended and Restated Credit Agreement was reduced by removing the 0.10% credit spread adjustment to the term SOFR therein. As of December 31, 2025, the Company had no outstanding balance on the Revolving Credit Facility with remaining availability of $500 million. In February 2026, the Company repaid in full with cash on hand the $51.8 million outstanding balance on the mortgage loan collateralized by Grand Bohemian Hotel Orlando, Autograph Collection. We maintain an ATM program available for selling common stock with an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the year ended December 31, 2025. As of December 31, 2025, $200 million of common stock remained available for sale under the ATM Agreement. We remain committed to increasing total shareholder returns through the following priorities: (1) maximize revenue and profits generated by our existing properties and acquired hotels, including the continued focused management of expenses, (2) further enhance the value of our portfolio and produce an attractive current yield and (3) generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders. Future determinations regarding the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then-existing conditions, including our results of operations, payout ratio, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements, maintaining our REIT status and other factors that our Board of Directors may deem relevant. 61 We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets, including pursuant to our ATM program, will be adequate to meet all of our funding requirements and capital deployment objectives both in the short-term and long-term. Debt and Loan Covenants As of December 31, 2025, our outstanding total debt was $1.4 billion and had a weighted-average interest rate of 5.51%. Our weighted-average debt maturity as of December 31, 2025 was 1.2 years for our mortgage loans, 3.6 years for our corporate credit facility term loans, the Senior Notes, and revolving credit facility and 3.2 years for all debt. Debt as of December 31, 2025 and December 31, 2024 consisted of the following (dollars in thousands): Rate Type Rate(1) Maturity Date December 31, 2025 December 31, 2024 Mortgage Loans Grand Bohemian Hotel Orlando, Autograph Collection Fixed (2) 4.53  % 3/1/2026 52,034  53,306  Marriott San Francisco Airport Waterfront Fixed 4.63  % 5/1/2027 103,732  105,972  Andaz Napa Fixed (3) 5.72  % 1/19/2028 54,081  55,000  Total Mortgage Loans 4.89  % (4) $ 209,847  $ 214,278  Corporate Credit Facilities(5) 2024 Initial Term Loan Variable (6) 5.50  % 11/3/2028 225,000  225,000  2024 Delayed Draw Term Loan Variable (6) 5.50  % 11/3/2028 100,000  —  Revolving Credit Facility Variable (7) 5.50  % 11/3/2028 —  10,000  Total Corporate Credit Facilities $ 325,000  $ 235,000  2029 Senior Notes $500M Fixed 4.88  % 6/1/2029 500,000  500,000  2030 Senior Notes $400M Fixed 6.63  % 5/15/2030 400,000  400,000  Loan premiums, discounts and unamortized deferred financing costs, net(8) (11,966) (14,575) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.51  % (4) $ 1,422,881  $ 1,334,703  (1)The rates shown represent the annual interest rates as of December 31, 2025. The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities." (2)This mortgage loan was repaid in full in February 2026. (3)A variable interest loan for which the interest rate has been fixed with an interest rate swap to Term SOFR through January 1, 2027. (4)Represents the weighted-average interest rate as of December 31, 2025. (5)In November 2024, the Company upsized and extended its corporate credit facility. The amended and restated credit facility consists of a $500 million revolving line of credit, a new $225 million term loan and a $100 million delayed draw term loan which was funded in January 2025. The amended and restated credit facility matures in November 2028 and can be extended by up to two additional six-month periods. Pricing on the amended and restated credit facility remains the same. (6)A variable interest loan for which the spread to Term SOFR varies based on the Company's leverage ratio, as further described below under "Corporate Credit Facilities." (7)The spread to Term SOFR varies based on the Company's leverage ratio, as further described below under "Corporate Credit Facilities". (8)Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization. Mortgage Loans In February 2026, the Company repaid in full with cash on hand the $51.8 million outstanding balance on the mortgage loan collateralized by Grand Bohemian Hotel Orlando, Autograph Collection. Corporate Credit Facilities In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million 62 senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”). A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million. The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million. The Revolving Credit Facility matures in November 2028 and can be extended up to two additional six-month periods. The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans. In January 2025, the Company drew the 2024 Delayed Draw Term Loan and used a portion of the borrowing to repay the then outstanding balance on the Revolving Credit Facility. In accordance with the Amended and Restated Credit Agreement, the remaining proceeds may be used by the Company to refinance other indebtedness and for general working capital purposes. The 2024 Term Loans mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility. In October 2025, the Operating Partnership entered into an Amendment No. 1 to the Amended and Restated Revolving Credit and Term Loan Agreement (the "First Amendment to Amended and Restated Credit Agreement"), pursuant to which interest payable pursuant to the Amended and Restated Credit Agreement was reduced by removing the 0.10% credit spread adjustment to the term SOFR therein. As of December 31, 2025, there was no outstanding balance on the Revolving Credit Facility. During the years ended December 31, 2025, 2024 and 2023, the Company incurred unused commitment fees under the then-applicable revolving credit facility of approximately $1.5 million, $1.4 million and $1.4 million, respectively. During the year ended December 31, 2025 and 2024, the Company incurred minimal interest on the Revolving Credit Facility. During the year ended December 31, 2023, the Company did not incur interest expense on the then-applicable revolving line of credit. Senior Notes On May 27, 2021, the Operating Partnership entered into the indenture (the "2029 Notes Indenture") governing the $500 million of 4.875% Senior Notes due in 2029 (the "2029 Senior Notes"). On November 25, 2024, the Operating Partnership entered into the indenture (the "2030 Indenture" and together with the 2029 Notes Indenture, the "indentures") governing the $400 million of 6.625% Senior Notes due 2030 (the "2030 Senior Notes" and together with the 2029 Senior Notes, the "Senior Notes"). The net proceeds from the issuance of the 2030 Senior Notes, together with cash on hand, were used to redeem in full our outstanding $464.7 million aggregate principal of 6.375% Senior Notes due 2025 (the "2020 Senior Notes"). The indentures contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends, redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indentures. We may, from time to time, seek to retire or purchase any of the outstanding Senior Notes through cash purchases and/or exchanges for the other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Debt Covenants As of December 31, 2025, we were in violation of a debt covenant on one mortgage loan. We have cured the violation by depositing a total of $5.5 million, inclusive of $2.7 million funded in 2024, in an interest-bearing escrow account held by the lender. As of December 31, 2025, we were in compliance with all other debt covenants, current on all loan payments and not otherwise in default under the Revolving Credit Facility, 2024 Term Loans, remaining mortgage loans or Senior Notes. Derivatives We continuously monitor and evaluate the level of floating rate debt exposure that we have and will continue to use interest rate hedges to limit it as we determine appropriate. See "Part II-Item. 7 Management's Discussion of Financial Condition and Results of Operations - Derivative Instruments" for more information related to our hedging policy and transaction activity. 63 Capital Markets We maintain an ATM program pursuant to the ATM Agreement. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025, we had $200 million available for sale under the ATM Agreement. The Board of Directors has authorized a stock repurchase program pursuant to which we are authorized to repurchase our common stock, par value $0.01 per share, in the open market, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans (the "Repurchase Program"). Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. This Repurchase Program does not have an expiration date. The Repurchase Program may be suspended or discontinued at any time and does not obligate us to acquire any particular amount of shares. During the year ended December 31, 2025, 9,353,816 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.87 per share for an aggregate purchase price of $120.4 million. During the year ended December 31, 2024, 1,130,846 shares were repurchased under the Repurchase Program, at a weighted-average price of $14.02 per share for an aggregate purchase price of $15.8 million. During the year ended December 31, 2023, 10,414,262 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.74 per share for an aggregate purchase price of $132.7 million. As of December 31, 2025, the Company had approximately $97.5 million remaining under its share repurchase authorization. Off-Balance Sheet Arrangements As of December 31, 2025, we had various contracts outstanding with third-parties in connection with the renovation of certain of our hotel properties. The remaining commitments under these contracts at December 31, 2025 totaled $11.7 million. Capital Expenditures and Reserve Funds We maintain each of our properties in good repair and condition and in conformity with applicable laws and regulations, franchise agreements and management agreements. Routine capital expenditures are administered by the property management companies. However, we have approval rights over the capital expenditures as part of the annual budget process for each of our properties. From time to time, certain of our hotels may be undergoing renovations as a result of our decision to upgrade portions of the hotels, such as guest rooms, public space, meeting space and/or restaurants, in order to better compete with other hotels in our markets. In addition, upon the acquisition of a hotel we often are required to complete a property improvement plan in order to bring the hotel into compliance with the respective brand standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the FF&E reserves. We are obligated to maintain reserve funds with respect to certain agreements with our hotel management companies, franchisors and lenders to provide funds, generally 3% to 5% of hotel revenues, sufficient to cover the cost of certain capital improvements to the hotels and to periodically replace and update furniture, fixtures and equipment. Most of the agreements require that we reserve this cash in separate accounts. To the extent that the FF&E reserves are not available or adequate to cover the cost of the renovation, we may fund a portion of the renovation with cash on hand, borrowings from our revolving credit facility and/or other sources of available liquidity. We have been and will continue to be prudent with respect to our capital spending, taking into account our cash flows from operations. As of December 31, 2025 and 2024, we had a total of $70.3 million and $58.9 million, respectively, of FF&E reserves. During the years ended December 31, 2025 and 2024, we made total capital expenditures of $86.6 million and $140.6 million, respectively. Sources and Uses of Cash Our principal sources of cash are cash flows from operations, borrowings under debt financings including draws on our revolving credit facility and from various types of equity offerings or the sale of our hotels. Our principal uses of cash are asset acquisitions, capital investments, routine debt service and debt repayments, operating costs, corporate expenses and dividends. We may also elect to use cash to buy back our common stock in the future under the Repurchase Program. 64 Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 The table below presents summary cash flow information for the consolidated statements of cash flows (in thousands): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 176,514  $ 163,724  Net cash used in investing activities (7,075) (108,246) Net cash used in financing activities (89,912) (134,971) Net increase (decrease) in cash and cash equivalents and restricted cash $ 79,527  $ (79,493) Cash and cash equivalents and restricted cash, at beginning of year 143,582  223,075  Cash and cash equivalents and restricted cash, at end of year $ 223,109  $ 143,582  Operating •Cash provided by operating activities was $176.5 million and $163.7 million for the years ended December 31, 2025 and 2024, respectively. Cash flows from operating activities generally consist of the net cash generated by our hotel operations, partially offset by the cash paid for interest, corporate expenses and other working capital changes. Our cash flows from operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or from disruption and subsequent improvements resulting from renovations. The net increase to cash provided by operating activities during the year ended December 31, 2025 was primarily due to an increase in operating income as well disruption from renovations in 2024 and year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation. Refer to the "Results of Operations" section for further discussion of our operating results for the years ended December 31, 2025 and 2024. Investing •Cash used in investing activities was $7.1 million and $108.2 million for the years ended December 31, 2025 and 2024, respectively. •Cash used in investing activities for the year ended December 31, 2025 was attributed to $86.6 million in capital improvements at our hotel properties and $25.4 million for the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara, which was partially offset by net proceeds of $101.4 million from the sale of Fairmont Dallas and $3.6 million of proceeds from property insurance. •Cash used in investing activities for the year ended December 31, 2024 was attributed to $140.6 million in capital improvements at our hotel properties, which was partially offset by net proceeds of $29.1 million from the sale of Lorien Hotel & Spa, $3.1 million of proceeds from property insurance and $0.2 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis. Financing •Cash used in financing activities was $89.9 million and $135.0 million for the years ended December 31, 2025 and 2024, respectively. •Cash used in financing activities for the year ended December 31, 2025 was attributed to (i) the repurchase of common stock totaling $120.4 million, (ii) the payment of $54.2 million in dividends, (iii) the repayment of the Revolving Credit Facility of $20.0 million, (iv) principal payments of mortgage debt totaling $4.4 million, (v) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.6 million and (vi) the redemption of Operating Partnership Units for cash of $0.3 million, partially offset by the proceeds from the 2024 Delayed Draw Term Loan of $100.0 million and proceeds from a $10.0 million draw on the Revolving Credit Facility. •Cash used in financing activities for the year ended December 31, 2024 was attributed to (i) the payoff of $464.7 million aggregate principal of the 2020 Senior Notes, (ii) the repayment of the prior corporate credit facility term loans totaling $225.0 million, (iii) the repurchase of common stock totaling $15.9 million, (iv) the payment of $47.9 million in dividends, (v) the payment of loan fees and issuance costs of $12.1 million in connection with the new senior unsecured credit facility and the issuance of the 2024 Senior Notes, (vi) principal payments of mortgage debt totaling $3.4 million, (vii) the redemption of Operating Partnership Units of $0.7 million and (viii) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.4 million, which was partially offset (x) by $400.0 million 65 in proceeds from the issuance of the 2024 Senior Notes and (y) proceeds from the 2024 Initial Term Loan of $225.0 million and (z) proceeds from a $10 million draw on the Revolving Credit Facility. 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 in accordance with the criteria of the hedging policy approved by our Board of Directors. 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 or accumulated other comprehensive income based on the applicable hedge accounting guidance. We anticipate that our interest rate hedge will be highly effective because the terms of the derivative instrument closely matches the terms of the related hedged debt agreement. As such, periodic changes in the fair value of these derivatives are expected to be reflected in other comprehensive income in our consolidated financial statements. Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes this credit risk by transacting with well-known creditworthy financial institutions. Our ability to apply hedge accounting in the future could be impacted to the extent that the payment terms of our loans change. The discontinuation of hedge accounting could result in future changes in the fair market values of hedges and/or a portion or all of the $0.1 million balance of accumulated other comprehensive income as of December 31, 2025 to be recognized on the consolidated statements of operations and comprehensive income through net income. Any future defaults by the Company under the terms of its hedges, including those which may arise from cross default provisions with loan agreements, could result in the Company being immediately liable for the fair market value liability of the defaulted hedges. As of December 31, 2025, we had one interest rate swap with an aggregate notional amount of $55.0 million. This swap fixes the variable interest rate on one mortgage loan to daily SOFR through the end of 2026. Inflation We rely on the performance of our hotels to increase revenues in order to keep pace with inflation. Generally, our third-party management companies possess the ability to adjust room rates daily, except for group or corporate rates contractually committed to in advance, although competitive pressures and prevailing economic conditions may limit the ability of our third-party management companies to raise rates faster than inflation or even at the same rate. Inflation may affect our expenses, including, without limitation, by increasing costs such as wages, benefits, food, taxes, property and casualty insurance, borrowing costs, utilities, the cost of capital expenditures, etc. Inflation may also reduce the demand for travel, levels of spending in transient or group business and leisure segments, and levels of consumer confidence. In addition, our hotel expenses may increase at higher rates than hotel revenue. Seasonality Demand in the lodging industry is affected by recurring seasonal patterns, which are greatly influenced by overall economic cycles, the geographic locations of the hotels and the customer mix at the hotels. Subsequent Events In February 2026, the Company repaid in full with cash on hand the $51.8 million outstanding balance on the mortgage loan collateralized by Grand Bohemian Hotel Orlando, Autograph Collection. New Accounting Pronouncements Not Yet Implemented See Note 2 to the accompanying consolidated financial statements included herein this Annual Report for additional information related to recently issued accounting pronouncements.