RLJ Lodging Trust

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Pay Versus Performance Disclosure

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2021, 2022, 2023, 2024 and 2025 calendar years. Note that compensation for our NEOs other than our principal executive officer (“PEO”) is reported as an average. The 2025 non-PEO NEO compensation amounts are lower compared to the previous years as Mr. Mahoney’s and Mr. Perry’s partial year compensation is included in the average.

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(1)

For each fiscal year, our PEO and other NEOs included the individuals indicated in the table below:

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(1)

Mr. Mahoney retired from his position as Executive Vice President and Chief Financial Officer effective May 15, 2025 and Mr. Perry resigned from his position as Executive Vice President, General Counsel and Corporate Secretary, effective May 9, 2025.

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(2)

Compensation actually paid to our PEO and other NEOs represents the “Total” compensation reported in the SCT for the applicable fiscal year, adjusted as follows:

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(a)

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vested restricted shares awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting dates and (ii) for market-based performance share units, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended 2025 and prior fiscal years.

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(3)

For the relevant fiscal year, represents the cumulative TSR of the Company and of the Dow Jones U.S. Select Real Estate Hotels Index (the “Peer Group TSR”).

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(4)

Comparable Hotel Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is a non-GAAP measure. Hotel EBITDA is defined as net income or loss excluding: (1) interest expense; (2) income tax benefit or expense; (3) depreciation and amortization expense; (4) certain items considered outside the normal course of operations; (5) corporate-level expenses; and (6) certain non-cash items to provide a more complete understanding of the operating results over which individual hotels and operators have direct control. Comparable Hotel EBITDA adjusts Hotel EBITDA to include the operating results for all hotels owned as of the last day of the reporting period, which includes operating results derived from information provided by the sellers of the hotels for periods prior to our ownership and excludes the operating results from sold hotels that were not owned as of December 31, 2025. The Comparable Hotel EBITDA reported in the prior year for the years 2024, 2023, 2022, and 2021 was $398.0 million,402.1 million, $370.7 million, and $202.8 million, respectively, and were recast as of December 31, 2025 to reflect the adjustments noted above. The following table provides a reconciliation of GAAP net income (loss) to Comparable Hotel EBITDA for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 (in thousands):

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Note:

(a)

Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint ventures.

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(b)

The year ended December 31, 2021 includes severance for associates at hotels operating under collective bargaining agreements.

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(c)

Reclassification of interest rate swap (gains) losses from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges.

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(d)

Represents expenses and income outside of the normal course of operations including debt modification costs, legal and other costs, and hurricane-related costs that were not reimbursed by insurance. Other expense for the year ended December 31, 2023 includes one-time management company transition costs.

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(e)

Excludes amortization of share-based compensation costs reflected in Adjusted EBITDA.

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(f)

Other corporate adjustments include property-level adjustments and certain revenues and expenses at corporate entities. These items include interest income, amortization of deferred management fees, key money amortization, ground rent amortization, legal fees, revenues and expenses associated with non-hotel properties, income (loss) from unconsolidated entities, internal lease rent expense, and other items.

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Relationship Between Financial Measures

The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our Comparable Hotel EBITDA, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025.

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Pay Versus Performance Tabular List

The following performance measures represent the most important financial measures used by us to link compensation actually paid to our PEO and other NEOs for the fiscal year ended December 31, 2025:

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Comparable Hotel EBITDA;

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Revenue Per Available Room (“RevPAR”); and

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Total Shareholder Return

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