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DiamondRock Hospitality Co

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

DRH$14.04+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001298946-25-000077

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001298946-25-000085

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 162 previous paragraphs and 149 current paragraphs.

92 unchanged; 50 reworded; 5 added; 17 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 15 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Our total revenues increased $0.3 million from the three months ended September 30, 2024 to the three months ended September 30, 2025.

Current report

Rooms revenues decreased by $3.4 million from the three months ended September 30, 2024 to the three months ended September 30, 2025. A decrease of $5.9 million was attributable to our 2025 Disposition, offset by an increase of $2.9 million due to our 2024 Acquisition. The remaining decrease was due to lower group and leisure transient revenues, partially offset by an increase in business transient revenues.

Current report

The increase in interest expense was primarily due to the Amended Credit Facility executed in the third quarter of 2025 which increased our unsecured term loans by $300.0 million, offset by our mortgage debt repayments in 2025.

Current report

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Current report

Our total revenues decreased $4.9 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.
Removed paragraphs (17)

Previous report

Our total revenues decreased $3.6 million from the three months ended June 30, 2024 to the three months ended June 30, 2025.

Previous report

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Previous report

Our total revenues decreased $5.1 million from the six months ended June 30, 2024 to the six months ended June 30, 2025.

Previous report

Rooms revenues decreased by $5.6 million from the six months ended June 30, 2024 to the six months ended June 30, 2025, $7.2 million of which was from the non-comparable properties. The offsetting increase of $1.6 million was due to growth in the group and business transient segments, partially offset by lower leisure transient revenue.

Previous report

The decrease in interest expense is primarily due to the maturities of the mortgage loans secured by the Courtyard New York Manhattan/Midtown East in the third quarter of 2024 and the Worthington Renaissance Fort Worth Hotel in the second quarter of 2025, as well as a lower SOFR rate in 2025.

Previous report

As of June 30, 2025, we had two mortgage loans with maturities in July and November of 2025. On July 3, 2025, we repaid the mortgage loan secured by the Hotel Clio, using proceeds from our senior unsecured revolving credit facility. We subsequently repaid the draw on our senior unsecured revolving credit facility using the proceeds from our Amended Credit Facility. In addition, we plan to use proceeds from our Amended Credit Facility to repay the remaining mortgage loan that matures in November 2025. As of June 30, 2025, we had $400.0 million of borrowing capacity under our senior unsecured revolving credit facility.

Previous report

Our mortgage debt agreements contain “cash trap” provisions that are triggered when the hotel’s operating results fall below a certain debt service coverage ratio. When these provisions are triggered, all of the excess cash flow generated by the hotel is deposited directly into cash management accounts for the benefit of our lenders until a specified debt service coverage ratio is reached and maintained for a certain period of time. Such provisions do not allow the lender the right to accelerate repayment of the underlying debt. We had no cash traps in effect as of June 30, 2025.

Previous report

-28- revolving credit facility. On July 2, 2025, we drew $60.0 million on our senior unsecured revolving credit facility, which was subsequently repaid.

Previous report

•Courtyard New York Manhattan/Midtown East: The Company expects to commence a renovation of the hotel's guestrooms during the fourth quarter of 2025.

Previous report

The following discussion supplements and updates the disclosures under the heading “Material U.S. Federal Income Tax Considerations” in the prospectus dated August 5, 2024, contained in our Registration Statement on Form S-3 (File No. 333-281236) filed with the SEC on August 5, 2024 (the “S-3 Tax Disclosure”) and as supplemented by the disclosures under the headings “Supplemental Material U.S. Federal Income Tax Considerations” and “Risk Factors” on the Form 10-K filed with the SEC on February 28, 2025 (together with the S-3 Tax Disclosure, the “Existing Tax Disclosure”). Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.

Previous report

On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act (the “OBBB”), was enacted. The OBBB makes significant changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors. In particular,

Previous report

•For taxable years beginning on or after January 1, 2026, the OBBB increased the allowable percentage of a REIT’s assets that can consist of securities of taxable REIT subsidiaries, providing that not more than 25% (increased from 20%) of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries.

Previous report

•The OBBB permanently extended the pass-through qualified business income deduction, generally allowing individuals to deduct 20% of the aggregate amount of ordinary REIT dividends distributed by a REIT. This deduction was due to expire for tax years beginning after December 31, 2025.

Previous report

Additionally, the OBBB made certain changes to provisions of the Code regarding “global intangible low-tax income” or “GILTI.” Although in the past we may have been subject to those rules, we no longer have any non-U.S. taxable REIT subsidiaries and do not currently expect to be subject to the regime in the foreseeable future. Accordingly, the section of the S-3 Tax Disclosure entitled “Global Intangible Low-Tax Income” is hereby deleted.

Previous report

To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure. This supplemental information is

Previous report

-34- provided on the same basis and subject to the same qualifications as are set forth in the S-3 Tax Disclosure as if those paragraphs were set forth in this Quarterly Report on Form 10-Q.
Reworded paragraphs (50)

Previous wording

DiamondRock Hospitality Company is a lodging-focused Maryland corporation operating as a REIT for U.S. federal income tax purposes. As of June 30, 2025, we owned a portfolio of 36 premium hotels and resorts that contain 9,595 guest rooms located in 26 different markets in the United States. The markets that we target are those that we believe align with our strategic objectives, which include investing in assets in destination markets with constrained supply trends, those that provide geographic diversity relative to our existing portfolio, and those markets that are considered to have high growth potential.

Current wording

DiamondRock Hospitality Company is a lodging-focused Maryland corporation operating as a REIT for U.S. federal income tax purposes. As of September 30, 2025, we owned a portfolio of 36 premium hotels and resorts that contain 9,595 guest rooms located in 26 different markets in the United States. The markets that we target are those that we believe align with our strategic objectives, which include investing in assets in destination markets with constrained supply trends, those that

Previous wording

As an owner, rather than an operator, of lodging properties, we receive all of the operating profits or losses generated by our hotels after the payment of fees due to hotel managers and hotel brands, which are calculated based on the revenues and profitability of each hotel.

Current wording

As an owner, rather than an operator, of lodging properties, we receive all operating profits or losses generated by our hotels after the payment of fees due to hotel managers and hotel brands, which are calculated based on the revenues and profitability of each hotel.

Previous wording

Occupancy, ADR and RevPAR are commonly used measures within the hotel industry to evaluate operating performance. RevPAR, which is calculated as the product of ADR and occupancy percentage, is an important statistic for monitoring operating performance at the individual hotel level and across our business as a whole. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. ADR and RevPAR include only room revenue. Room revenue comprised approximately 64% of our total revenues for the six months ended June 30, 2025 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms.

Current wording

Occupancy, ADR and RevPAR are commonly used measures within the hotel industry to evaluate operating performance. RevPAR, which is calculated as the product of ADR and occupancy percentage, is an important statistic for monitoring operating performance at the individual hotel level and across our business as a whole. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. ADR and RevPAR include only room revenue. Room revenue comprised approximately 65% of our total revenues for the nine months ended September 30, 2025 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms.

Previous wording

Like other companies in our industry, we are subject to changes in the macroeconomic, political, and regulatory environments and the impacts of recently implemented and newly proposed tariffs. These factors have contributed to a decline in leisure transient and international travel to the United States. We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition, future results of operations and cash flow, which are dependent on future developments, including as a result of those risk factors discussed elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2024 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

Current wording

Like other companies in our industry, we are subject to changes in the macroeconomic, political, and regulatory environments and the impacts of recently implemented and newly proposed tariffs. These factors have contributed to a decline in leisure transient travel in and international travel to the United States. We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition, future results of operations and cash flow, which are dependent on future developments, including as a result of those risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Previous wording

The following tables set forth certain operating information for the six months ended June 30, 2025 for each of our hotels owned during the period.

Current wording

The following tables set forth certain operating information for the nine months ended September 30, 2025 for each of our hotels owned during the period.

Previous wording

(1)The hotel was sold on February 19, 2025. The percentage change from 2024 RevPAR reflects the comparable period in 2024 to our 2025 ownership period.

Current wording

(1)The percentage change from 2024 RevPAR reflects the comparable period in 2024 to our 2025 ownership period from January 1, 2025 until the hotel was sold on February 19, 2025.

Previous wording

(2)The hotel was acquired on November 12, 2024. The percentage change from 2024 RevPAR reflects the comparable period in 2024 to our 2025 ownership period.

Current wording

(2)The hotel was acquired on November 12, 2024. The percentage change from 2024 RevPAR reflects the comparable period in 2024 under prior ownership to our 2025 ownership period.

Previous wording

(3)The hotel was closed for renovation from January 1, 2025 until May 15, 2025, during the six months ended June 30, 2025.

Current wording

(3)The hotel was closed for renovation from January 1, 2025 until May 15, 2025, during the nine months ended September 30, 2025.

Previous wording

All properties owned during the periods presented have been included in our results of operations during the respective periods since their date of acquisition or through their date of disposition, as applicable. Based on when a property was acquired or disposed, operating results for certain properties are not comparable for the three and six months ended June 30, 2025 and 2024. The properties detailed in the table below are hereinafter referred to as “non-comparable properties” and all other properties are referred to as “comparable properties”:

Current wording

All properties owned during the periods presented have been included in our results of operations during the respective periods since their date of acquisition or through their date of disposition, as applicable. Based on when a property was acquired or disposed, operating results for certain properties are not comparable for the three and nine months ended September 30, 2025 and 2024. The AC Hotel Minneapolis Downtown was acquired on November 12, 2024 and will hereinafter be referred to as our “2024 Acquisition.” The Westin Washington, D.C. City Center was sold on February 19, 2025, and will hereinafter be referred to as our “2025 Disposition.”

Previous wording

The following are key hotel operating statistics for the three months ended June 30, 2025 and 2024. The 2024 operating statistics reflect the period in 2024 comparable to our ownership period in 2025 for the non-comparable properties.

Current wording

The following are key hotel operating statistics for the three months ended September 30, 2025 and 2024. The 2024 operating statistics reflect the period in 2024 comparable to our ownership period in 2025 for the 2024 Acquisition and 2025 Disposition.

Previous wording

Food and beverage revenues increased $0.7 million from the three months ended June 30, 2024 to the three months ended June 30, 2025, primarily due to increases in both outlet and banquet and catering revenues, offset by a decrease of $1.7 million from the non-comparable properties.

Current wording

Food and beverage revenues increased $1.6 million from the three months ended September 30, 2024 to the three months ended September 30, 2025, primarily due to an increase in banquet and catering revenues, offset by a decrease of $1.1 million due to our 2025 Disposition.

Previous wording

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $1.0 million from the three months ended June 30, 2024 to the three months ended June 30, 2025, $0.2 million of which was from the non-comparable properties. The remaining increase of $0.8 million was primarily due to an increase in resort fees and to a lesser extent, spa and parking revenues.

Current wording

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $2.0 million from the three months ended September 30, 2024 to the three months ended September 30, 2025, primarily due to an increase in resort fees and, to a lesser extent, spa and parking revenues.

Previous wording

Our hotel operating expenses decreased $2.2 million from the six months ended June 30, 2024 to the six months ended June 30, 2025, $5.7 million of which was from the non-comparable properties. The offsetting increase of $3.5 million was primarily due to higher property tax assessments primarily related to our Chicago properties.

Current wording

Our hotel operating expenses decreased $0.9 million from the three months ended September 30, 2024 to the three months ended September 30, 2025. A decrease of $5.9 million was attributable to our 2025 Disposition, which was partially offset by an increase of $2.1 million due to our 2024 Acquisition. The offsetting increase was due to higher property tax assessments, primarily related to our Chicago properties.

Previous wording

Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses decreased $20.3 million from the six months ended June 30, 2024 to the six months ended June 30, 2025, primarily due to severance expense recognized during the six months ended June 30, 2024, in connection with the leadership changes made in April 2024.

Current wording

Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses increased $0.9 million from the three months ended September 30, 2024 to the three months ended September 30, 2025, primarily due to an increase in share-based compensation.

Previous wording

Interest expense. Our interest expense decreased $1.3 million from the three months ended June 30, 2024 to the three months ended June 30, 2025 and was comprised of the following (dollars in thousands):

Current wording

Interest expense. Our interest expense increased $0.1 million from the three months ended September 30, 2024 to the three months ended September 30, 2025 and was comprised of the following (dollars in thousands):

Previous wording

Rooms revenues decreased by $5.3 million from the three months ended June 30, 2024 to the three months ended June 30, 2025, $5.8 million of which was from the non-comparable properties. The offsetting increase of $0.5 million was due to growth in the group and business transient segments, partially offset by lower leisure transient revenue.

Current wording

Rooms revenues decreased by $9.0 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025. A decrease of $16.7 million was attributable to our 2025 Disposition, which was partially offset by an increase of $6.4 million due to our 2024 Acquisition. The offsetting increase of $1.3 million was due to growth in group and business transient revenues, partially offset by lower leisure transient revenue.

Previous wording

The following are key hotel operating statistics for the six months ended June 30, 2025 and 2024. The 2024 operating statistics reflect the period in 2024 comparable to our ownership period in 2025 for the non-comparable properties.

Current wording

The following are key hotel operating statistics for the nine months ended September 30, 2025 and 2024. The 2024 operating statistics reflect the period in 2024 comparable to our ownership period in 2025 for the 2024 Acquisition and 2025 Disposition.

Previous wording

Food and beverage revenues decreased $0.8 million from the six months ended June 30, 2024 to the six months ended June 30, 2025, $2.5 million of which was from the non-comparable properties. The offsetting increase of $1.7 million was due to increases in both outlet and banquet and catering revenues.

Current wording

Food and beverage revenues increased $0.8 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025. A decrease of $4.0 million due to our 2025 Disposition was than offset by an increase in banquet and catering revenues, primarily at the Chicago Marriott.

Previous wording

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $1.3 million from the six months ended June 30, 2024 to the six months ended June 30, 2025, $0.2 million of which was from the non-comparable properties. The remaining increase was primarily due to the implementation of a resort fee at the Bourbon Orleans Hotel and Hotel Champlain Burlington, as well as an increase in spa and parking revenue.

Current wording

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $3.3 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, primarily due to the implementation of a resort fee at the Bourbon Orleans Hotel, as well as an increase in spa and parking revenue.

Previous wording

Our hotel operating expenses increased $0.1 million from the three months ended June 30, 2024 to the three months ended June 30, 2025. A decrease of $4.8 million from the non-comparable properties was more than offset by higher property tax assessments primarily related to our Chicago properties.

Current wording

Our hotel operating expenses decreased $3.1 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, with $15.0 million of such decrease attributable to our 2025 Disposition, partially offset by an increase of $5.4 million due to our 2024 Acquisition. The offsetting increase was due to higher property tax assessments, primarily related to our Chicago properties.

Previous wording

Depreciation and amortization. Depreciation and amortization on our hotel buildings is generally recorded over a 40-year period subsequent to acquisition. Depreciable lives of hotel furniture, fixtures and equipment are estimated as the time period between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and amortization expense remained approximately flat from the six months ended June 30, 2024 to the six months ended June 30, 2025.

Current wording

Depreciation and amortization. Depreciation and amortization on our hotel buildings is generally recorded over a 40-year period subsequent to acquisition. Depreciable lives of hotel furniture, fixtures and equipment are estimated as the time period between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and amortization expense remained approximately flat from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.

Previous wording

Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses decreased $19.1 million from the three months ended June 30, 2024 to the three months ended June 30, 2025, primarily due to severance expense recognized during the three months ended June 30, 2024, in connection with the leadership changes made in April 2024.

Current wording

Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses decreased $19.4 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, primarily due to severance expense recognized during the nine months ended September 30, 2024, in connection with the leadership changes made in April 2024.

Previous wording

Interest expense. Our interest expense decreased $2.4 million from the six months ended June 30, 2024 to the six months ended June 30, 2025 and was comprised of the following (dollars in thousands):

Current wording

Interest expense. Our interest expense decreased $2.3 million from the nine months ended September 30, 2024 to the nine months ended September 30, 2025 and was comprised of the following (dollars in thousands):

Previous wording

The decrease in interest expense is primarily due to the maturities of the mortgage loans secured by the Courtyard New York Manhattan/Midtown East in the third quarter of 2024 and the Worthington Renaissance Fort Worth Hotel in the second quarter of 2025, as well as a lower SOFR rate in 2025.

Current wording

The decrease in interest expense is primarily due to our mortgage debt repayments in 2025.

Previous wording

Our short-term liquidity requirements consists primarily of funds necessary to pay our scheduled debt service, near term debt maturities, operating expenses, ground lease payments, capital expenditures directly associated with our hotels, any share repurchases, distributions to our common and preferred stockholders, and the cost of acquiring additional hotels.

Current wording

Our short-term liquidity requirements consists primarily of funds necessary to pay our scheduled debt service, operating expenses, ground lease payments, capital expenditures directly associated with our hotels, any share repurchases, distributions to our common and preferred stockholders, and the potential redemption of Series A Preferred Stock, which became redeemable on August 31, 2025.

Previous wording

Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotels, renovations and other capital expenditures that need to be made periodically to our hotels, scheduled debt payments, debt maturities, certain redemptions of limited operating partnership units (“common OP units”), ground lease payments, share repurchases, and making distributions to our common and preferred stockholders. We expect to meet our long-term liquidity requirements through various sources of capital, including cash provided by operations, borrowings, issuances of additional equity, including common OP units, and/or debt securities and proceeds from property dispositions. Our ability to incur additional debt is dependent upon a number of factors, including the state of the credit markets, our degree of leverage, the value of our unencumbered assets and borrowing restrictions imposed by existing lenders. Our ability to raise capital through the issuance of additional equity and/or debt securities is also dependent on a number of factors including the current state of the capital markets, investor sentiment and our intended use of proceeds. We may need to raise additional capital if we identify acquisition opportunities that meet our investment objectives and require liquidity in excess of existing cash balances. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us.

Current wording

Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotels, renovations and other capital expenditures that need to be made periodically to our hotels, scheduled debt payments, debt maturities, certain redemptions of limited operating partnership units (“common OP units”), ground lease payments, share repurchases, making distributions to our common and preferred stockholders, and the potential redemption of Series A Preferred Stock. We expect to meet our long-term liquidity requirements through various sources of capital, including cash provided by operations, borrowings, issuances of additional equity, including common OP units, and/or debt securities and proceeds from property dispositions. Our ability to incur additional debt is dependent upon a number of factors, including the state of the credit markets, our degree of leverage, the value of our unencumbered assets and borrowing restrictions imposed by existing lenders. Our ability to raise capital through the issuance of additional equity and/or debt securities is also dependent on a number of factors including the current state of the capital markets, investor sentiment and our intended use of proceeds. We may need to raise additional capital if we identify acquisition opportunities that meet our investment objectives and require liquidity in excess of existing cash balances. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us.

Previous wording

Since our formation in 2004, we have been committed to a conservative capital structure with prudent leverage. Our outstanding debt consists of fixed interest rate mortgage debt, unsecured term loans and periodic borrowings on our senior unsecured credit facility. We have a preference to maintain a significant portion of our portfolio as unencumbered in order to provide balance sheet flexibility. We expect that our strategy will enable us to maintain a balance sheet with an appropriate amount of debt throughout all phases of the lodging cycle. We believe that it is prudent to reduce the inherent risk of highly cyclical lodging fundamentals through a low leverage capital structure.

Current wording

Since our formation in 2004, we have been committed to a conservative capital structure with prudent leverage. Our outstanding debt consists of unsecured term loans and periodic borrowings on our senior unsecured credit facility. We have a preference to maintain a significant portion of our portfolio as unencumbered in order to provide balance sheet flexibility. As of September 30, 2025, our portfolio is fully unencumbered by secured debt. We expect that our strategy will enable us to maintain a balance sheet with an appropriate amount of debt throughout all phases of the lodging cycle. We believe that it is prudent to reduce the inherent risk of highly cyclical lodging fundamentals through a low leverage capital structure.

Previous wording

We believe that we maintain a reasonable amount of debt. As of June 30, 2025, we had $1.0 billion of debt outstanding with a weighted average interest rate of 5.17% and a weighted average maturity date of approximately 1.4 years. As of June 30, 2025, 34 of our 36 hotels were unencumbered by mortgage debt. On July 3, 2025, we repaid the mortgage loan secured by the Hotel Clio, using proceeds from our senior unsecured revolving credit facility. On July 22, 2025, we entered into the Amended Credit Facility, which increased the size of the our existing facility from $1.2 billion to $1.5 billion and extended our maturity schedule. We utilized a portion of the incremental $300 million of proceeds under the Amended Credit Facility to repay the outstanding amount on our senior unsecured revolving credit facility, that had been drawn to payoff the mortgage loan secured by the Hotel Clio. We intend to prepay the mortgage loan secured by the Westin Boston Seaport District in September 2025. Following this repayment, we will have no debt maturities until January 2028 and our portfolio will be fully unencumbered by secured debt. We remain committed to our core strategy of prudent leverage.

Current wording

We believe that we maintain a reasonable amount of debt. As of September 30, 2025, we had $1.1 billion of debt outstanding with a weighted average interest rate of 5.31% and a weighted average maturity date of approximately 3.1 years. We remain committed to our core strategy of prudent leverage.

Previous wording

In August 2024, our board of directors approved an “at-the-market” equity offering program (the “ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. We did not sell any shares under the ATM Program during the three and six months ended June 30, 2025 and 2024.

Current wording

In August 2024, our board of directors approved an “at-the-market” equity offering program (the “ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. We did not sell any shares under the ATM Program during the three and nine months ended September 30, 2025 and 2024.

Previous wording

On May 1, 2024, our board of directors authorized the repurchase of up to $200.0 million of our common stock under a share repurchase program. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. The share repurchase program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. The share repurchase program will expire on May 1, 2026. During the six months ended June 30, 2025, we repurchased 3,097,942 shares of common stock at an average price of $7.64 per share for a total purchase price of $23.7 million under this program. During the six months ended June 30, 2024, we repurchased 2,454,307 shares of common stock at an average price of $8.39 per share for a total purchase price of $20.6 million under this program. Subsequent to June 30, 2025, we repurchased 466,919 shares of common stock at an average price of $7.64 per share for a total purchase price of $3.6 million under this program. As of August 7, 2025, we have $146.8 million of authorized capacity remaining under the share repurchase program.

Current wording

On May 1, 2024, our board of directors authorized the repurchase of up to $200.0 million of our common stock under a share repurchase program. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. The share repurchase program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. The share repurchase program will expire on May 1, 2026. During the nine months ended September 30, 2025, we repurchased 4,597,942 shares of common stock at an average price of $7.71 per share for a total purchase price of $35.5 million under this program. During the nine months ended September 30, 2024, we repurchased 3,114,876 shares of common stock at an average price of $8.33 per share for a total purchase price of $26.0 million under this program. Subsequent to September 30, 2025, we repurchased 200,700 shares of common stock at an average price of $7.93 per share for a total purchase price of $1.6 million under this program. As of November 7, 2025, we have $137.0 million of authorized capacity remaining under the share repurchase program.

Previous wording

As of June 30, 2025, we were party to a Sixth Amended and Restated Credit Agreement that provided us with a $400.0 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800.0 million. The revolving credit facility was scheduled to mature on September 27, 2026, subject to customary extension options. The term loan facilities consisted of a $500.0 million term loan maturing on January 3, 2028 and a $300.0 million term loan maturing on January 3, 2026. We had the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions. As of June 30, 2025, we had $400.0 million of borrowing capacity under our senior unsecured

Current wording

Prior to July 22, 2025, we were party to a Sixth Amended and Restated Credit Agreement that provided us with a $400.0 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800.0 million. The revolving credit facility was scheduled to mature on September 27, 2026, subject to customary extension options. The term loan facilities consisted of a $500.0 million term loan maturing on January 3, 2028 and a $300.0 million term loan maturing on January 3, 2026. We had the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions.

Previous wording

On July 22, 2025, we entered into the Seventh Amended and Restated Credit Agreement, which provides us with a $400.0 million senior unsecured revolving credit facility and three term loan facilities in the aggregate amount of $1.1 billion The revolving credit facility (the "Revolving Credit Facility") matures on January 22, 2030. The term loan facilities consist of a $500.0 million term loan that matures on January 3, 2028 (the “Term 1 Loan”), a $300.0 million term loan that matures on January 22, 2030 (the “Term 2 Loan”) and a $300.0 million term loan that matures on January 22, 2029 (the “Term 3 Loan”). The maturity date of the Revolving Credit Facility, Term 1 Loan and Term 3 Loan may be extended for two additional six-month periods upon the payment of applicable fees and satisfaction of certain standard conditions.

Current wording

On July 22, 2025, we entered into the Seventh Amended and Restated Credit Agreement, which provides us with a $400.0 million senior unsecured revolving credit facility and three term loan facilities in the aggregate amount of $1.1 billion The revolving credit facility (the "Revolving Credit Facility") matures on January 22, 2030. The term loan facilities consist of a $500.0 million term loan that matures on January 3, 2028 (the “Term 1 Loan”), a $300.0 million term loan that matures on January 22, 2030 (the “Term 2 Loan”) and a $300.0 million term loan that matures on January 22, 2029 (the “Term 3 Loan”). The maturity date of the Revolving Credit Facility, Term 1 Loan and Term 3 Loan may be extended for two additional six-month periods upon the payment of applicable fees and satisfaction of certain standard conditions. As of September 30, 2025, we had $400.0 million of borrowing capacity under the Revolving Credit Facility.

Previous wording

As of June 30, 2025, we had $52.4 million of unrestricted cash, $51.2 million of restricted cash and no outstanding borrowings on our senior unsecured credit facility.

Current wording

As of September 30, 2025, we had $145.3 million of unrestricted cash, $50.1 million of restricted cash and no outstanding borrowings on our senior unsecured credit facility.

Previous wording

Our net cash provided by operations was $101.2 million for the six months ended June 30, 2025. Our cash from operations generally consists of the net cash flow from hotel operations, offset by cash paid for corporate expenses, interest payments, and other working capital changes.

Current wording

Our net cash provided by operations was $175.7 million for the nine months ended September 30, 2025. Our cash from operations generally consists of the net cash flow from hotel operations, offset by cash paid for corporate expenses, interest payments, and other working capital changes.

Previous wording

Our net cash provided by investing activities was $47.8 million for the six months ended June 30, 2025, which consisted of capital expenditures at our hotels offset by the proceeds from the sale of the Westin Washington, D.C. City Center.

Current wording

Our net cash provided by investing activities was $28.1 million for the nine months ended September 30, 2025, which consisted of capital expenditures at our hotels offset by the proceeds from the sale of the Westin Washington, D.C. City Center.

Previous wording

Our net cash used in financing activities was $174.2 million for the six months ended June 30, 2025, which consisted of $71.1 million of mortgage debt repayments, $65.3 million of distributions paid to holders of common stock and common OP units, $23.7 million of shares repurchased under our share repurchase program, $4.9 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholding obligations, $4.9 million of distributions paid to holders of preferred stock, $3.8 million of scheduled mortgage debt principal payments and $0.5 million of financing costs.

Current wording

Our net cash used in financing activities was $137.2 million for the nine months ended September 30, 2025, which consisted of $295.8 million of mortgage debt repayments, $89.2 million of distributions paid to holders of common and preferred stock, $35.5 million of shares repurchased under our share repurchase program, $11.6 million of financing costs, $5.1

Previous wording

We currently anticipate our significant source of cash for the remainder of the year ending December 31, 2025 will be the net cash flow from hotel operations, potential dispositions, and proceeds from a debt refinancing. We expect our estimated uses of cash for the remainder of the year ending December 31, 2025 will be mortgage loan maturities, potential acquisitions, scheduled debt service payments, capital expenditures, distributions to preferred and common stockholders, share repurchases and corporate expenses.

Current wording

We currently anticipate our significant source of cash for the remainder of the year ending December 31, 2025 will be the net cash flow from hotel operations and potential dispositions. We expect our estimated uses of cash for the remainder of the year ending December 31, 2025 will be debt service payments, capital expenditures, distributions to preferred and common stockholders, share repurchases, corporate expenses, and the potential redemption of Series A Preferred Stock.

Previous wording

The management and franchise agreements for each of our hotels provide for the establishment of separate property improvement reserves to cover, among other things, the cost of replacing and repairing furniture, fixtures and equipment at our hotels and other routine capital expenditures. Contributions to the property improvement fund are calculated as a percentage of hotel revenues. In addition, we may be required to pay for the cost of certain additional improvements that are not permitted to be funded from the property improvement fund under the applicable management or franchise agreement. As of June 30, 2025, we have set aside $48.4 million for capital projects in property improvement reserves, which are included in restricted cash on our consolidated balance sheets.

Current wording

The management and franchise agreements for each of our hotels provide for the establishment of separate property improvement reserves to cover, among other things, the cost of replacing and repairing furniture, fixtures and equipment at our hotels and other routine capital expenditures. Contributions to the property improvement fund are calculated as a percentage of hotel revenues. In addition, we may be required to pay for the cost of certain additional improvements that are not permitted to be funded from the property improvement fund under the applicable management or franchise agreement. As of September 30, 2025, we have set aside $50.0 million for capital projects in property improvement reserves, which are included in restricted cash on our consolidated balance sheets.

Previous wording

We have invested approximately $41.3 million on capital improvements at our hotels during the six months ended June 30, 2025. In 2025, we expect to spend between $85.0 to $95.0 million on capital improvements at our hotels. Significant projects currently planned for 2025 include the following:

Current wording

We have invested approximately $60.9 million on capital improvements at our hotels during the nine months ended September 30, 2025. In 2025, we expect to spend between $85.0 to $90.0 million on capital improvements at our hotels. Significant projects currently planned or completed in 2025 include the following:

Previous wording

•Hilton Garden Inn New York / Times Square Central: The Company completed a renovation of the hotel's guestrooms during the first quarter of 2025.

Current wording

•Hilton Garden Inn New York / Times Square Central: We completed a renovation of the hotel's guestrooms during the first quarter of 2025.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

-20- provide geographic diversity relative to our existing portfolio, and those markets that are considered to have high growth potential.

Current report — wording carried from elsewhere

-28- million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholding obligations, partially offset by $300.0 million of term loan proceeds.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

-30- 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 U.S. GAAP financial measures, and our consolidated statements of operations and comprehensive income and consolidated statements of cash flows, include interest expense, capital expenditures, 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.

Previous report — wording carried elsewhere

-31- which include the accounting impact from prior periods, because they do not reflect the Company’s actual underlying performance for the current period.

Previous report — wording carried elsewhere

Our unaudited consolidated financial statements include the accounts of DiamondRock Hospitality Company and all consolidated subsidiaries. The preparation of financial statements in conformity with U.S. GAAP requires management to make