RLJ Lodging Trust

For the period ended Apr 24, 2026. Filed Mar 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2026 · Filed Mar 23, 2026

RLJ$12.54+1.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

RLJ Lodging Trust

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

· Portfolio Summary as of December 31, 2025 ·
	23			STATES AND THE DISTRICT OF COLUMBIA
	92			HOTELS
	20,600			ROOMS

			Our business is centered around our relationships with investors, the management companies that operate our hotels, the brands and franchisors of each hotel property, and our associates. To strengthen and maintain these relationships, we uphold high ethical and business standards in our dealings with our partners, associates and shareholders.

RLJ Lodging Trust (NYSE: RLJ) is a self-advised, publicly traded real estate investment trust. RLJ primarily owns premium-branded, rooms-oriented, high-margin hotels located within heart of demand locations.

We own a geographically diversified portfolio of hotels concentrated in urban markets that have multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue Per Available Room (“RevPAR”), strong operating margins, and attractive risk-adjusted returns.

Our senior leadership team is comprised of a diverse group of veteran professionals with extensive operating experience and industry relationships, which allows us to enhance overall platform value.

It is our goal to enhance the value of the Company by being open and transparent in our investor communications and by following rigorous corporate governance practices.

7373 Wisconsin Avenue

Suite 1500

Bethesda, Maryland 20814

MESSAGE FROM OUR CEO AND EXECUTIVE CHAIRMAN

DEAR SHAREHOLDERS:

You are cordially invited to participate in the 2026 Annual Meeting of Shareholders of RLJ Lodging Trust (the “Annual Meeting”), which will be held in a virtual format through a live webcast on Friday, April 24, 2026, at 1:00 p.m. Eastern Time. You will be able to participate in the virtual Annual Meeting by first registering athttp://register.proxypush.com/RLJ. Further details about

the meeting, proposals and voting are included in the accompanying proxy statement.

Your Board of Trustees is unanimously recommending a highly qualified, experienced, diverse and actively engaged slate of nominees for election to the Board at the Annual Meeting.

Your Board nominees are:

		Your Board brings executive and financial leadership, a wide range of complementary skills and backgrounds relevant to the Company’s industry including strategy and commitment to shareholder value, and strong gender, racial and ethnic diversity. As a group, the average tenure of the Board’s nominees is approximately 11 years with five of nine nominees being new to the Board since 2016.

The accompanying Notice of Annual Meeting, the 2026 Proxy Statement, and our 2025 Annual Report to

Shareholders, which includes our audited financial statements, describe matters to be addressed at the Annual Meeting. Your vote is important and your prompt attention to these materials is greatly appreciated. Regardless of whether you plan to participate in the virtual Annual Meeting, we hope you will vote as soon as possible. We encourage you to carefully read the proxy statement before voting.

On behalf of our Board of Trustees and our employees, we thank you for your continued interest in and support of our Company.

Sincerely,


	Leslie D. Hale President and Chief Executive Officer			Robert L. Johnson Executive Chairman

MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE

DEAR SHAREHOLDERS:

It is an honor and pleasure to serve as RLJ Lodging Trust’s Lead Independent Trustee. On behalf of the Board of Trustees and the RLJ management team, we thank you for your investment in our Company. I am proud of the innovative spirit and commitment to operational excellence demonstrated by RLJ’s team in 2025, and I look forward to the opportunities in 2026 and beyond to generate long-term value for our shareholders.

Business Highlights

In 2025, RLJ once again demonstrated the resiliency of its urban-centric, geographically diversified portfolio by navigating a volatile macroeconomic backdrop marked by several unforeseen events such as the Liberation Day tariffs, a drop in international travel, political unrest in multiple markets and the government shutdown, all of which impacted the entire industry. Against this dynamic backdrop, and with the Board of Trustee’s ongoing oversight, the RLJ management team remained nimble and executed several initiatives that are expected to generate shareholder value for years to come, including:

Advancing conversions. Building on a successful track record of executing transformative brand conversions, during 2025 the team completed its seventh conversion in Nashville, advanced its eighth conversion in Pittsburgh and selected a brand for the ninth conversion in Boston, which is expected to commence in 2026. These conversions are in strong urban markets with growing demand and represent another channel to drive incremental growth.

Delivering transformative renovations. As part of a disciplined capital investment strategy, the team completed several transformative renovations at multiple high occupancy hotels in key markets, such as New York, Waikiki, and South Florida. Although these properties experienced anticipated short-term disruptions, they are on the path to producing significant revenue gains and meaningful returns on investment into the future.

Strengthening the balance sheet. The Company actively managed its balance sheet by addressing near-term maturities and mitigating interest rate risk. RLJ ended the year with significant liquidity and a balance sheet positioned for growth.

Enhancing shareholder returns. The team once again demonstrated RLJ’s commitment to enhancing total shareholder returns. This was accomplished through a combination of returning significant capital in the form of dividends as well as share repurchases, where the Company recycled capital from asset sales. RLJ’s dividend remains compelling and well-covered, providing an attractive return to our shareholders.

These results were made possible by the sustained dedication of RLJ’s executive leaders and team members across the Company.

Commitment to Corporate Responsibility

Corporate responsibility remains a defining principle of RLJ. The Company’s efforts center on fostering an inclusive and diverse workplace, conducting business with strong ethical integrity, and managing the Company’s portfolio in a way that moderates climate risk and environmental impact. Management is deliberate in providing sustainability disclosures that serve our stakeholders’ needs, demonstrated by the publication of the Company’s third annual Corporate Responsibility report in 2025. Furthermore, RLJ maintained participation in key sustainability frameworks such as GRESB and achieved notable year-over-year score improvement.

Engagement with Stakeholders

Thoughtful stakeholder engagement continues to be a priority for RLJ, encompassing our shareholders, communities, and associates. From informal discussions to formal presentations, these interactions create meaningful opportunities to listen to and better understand stakeholder perspectives.

Looking Ahead

As we look ahead, the execution of initiatives last year has strengthened the Company’s positioning going into 2026. This Company has the best portfolio it has ever had, following a multi-year strategy of aligning the portfolio with diverse and growing demand drivers and positioning the RLJ footprint in the heart of demand locations within core, urban markets that have proven to be resilient across multiple economic cycles. The year also underscored the importance of management’s conversion strategy and targeted ROI initiatives as complementary avenues for generating incremental

MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE

portfolio performance. As we look toward 2026, the Board of Trustees and management team both believe RLJ’s portfolio is well positioned to benefit from favorable demand trends in urban markets. We appreciate your continued investment in RLJ.

Sincerely,


	Nathaniel A. Davis Lead Independent Trustee

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS |April 24, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Shareholders of RLJ Lodging Trust will be held:

				WHEN
	Friday, April 24, 2026, 1:00 p.m. Eastern Time

				WHERE
	The meeting will be held in a virtual-only format through a live webcast; you will be able to participate by first registering at http://register.proxypush.com/RLJ

				RECORD DATE
	Shareholders of record at the close of business on Friday, February 27, 2026, are entitled to vote

Items of Business

The Annual Meeting will be held for the following purposes:


1	To elect nine trustees, nominated by the Board and named in the Proxy Statement	FOR EACH TRUSTEE NOMINEE	10

2	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026	FOR	38
3	To approve, on a non-binding advisory basis, the compensation of our named executive officers	FOR	42
4	To approve the RLJ Lodging Trust 2026 Equity Incentive Plan	FOR	86
	To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting

The Board of Trustees has fixed the close of business on Friday, February 27, 2026, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Accordingly, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

	This notice and the enclosed Proxy Statement are first being made available to our shareholders on or about Monday, March 23, 2026.

Bethesda, Maryland

By Order of the Board of Trustees,

Executive Vice President,

General Counsel and Corporate Secretary

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

		YOUR VOTE IS VERY IMPORTANT
		Please cast your vote as soon as possible on each proposal to ensure your shares are represented at the virtual Annual Meeting. If you participate in the virtual meeting, you may change or revoke your proxy and vote at the meeting, if you desire.
		Even if you plan to participate in our virtual Annual Meeting, please read this Proxy Statement carefully and vote as soon as possible using any of the following methods.
		Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the virtual meeting, you must obtain a legal proxy issued in your name from that record holder.

		HOW TO VOTE
		Have your proxy card in hand and follow the instructions.

					BY TELEPHONE Dial toll-free 24/7 1-866-883-3382
					BY INTERNET Visit 24/7 www.proxypush.com/rlj
					BY MAIL Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope
		The deadline to vote by phone or electronically is 11:59 p.m. Central Time on April 23, 2026. If you vote by phone or electronically, you do not need to return a proxy card.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2026
		This Proxy Statement, our 2025 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at http://www.rljlodgingtrust.com/meeting.html.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.