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DiamondRock Hospitality Co

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

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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$14.36+2.3%Stored close · as of Nov 9, 2026

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Notes to the Consolidated Financial Statements

  1. Organization

DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. As of September 30, 2025, we owned 36 hotels with 9,595 guest rooms. Our portfolio is concentrated in major urban markets and destination resort locations. We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all operating profits or losses generated by our hotels after we pay fees to the hotel managers and hotel brands, which are based on the revenues and profitability of the hotels. Each hotel is uniquely positioned to maximize the cash flow and value; accordingly, nearly 40% of our portfolio is operated as an independent hotel and the remainder are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Hilton Worldwide, or IHG Hotels & Resorts).

We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and owned 99.5% of the limited partnership units (“common OP units”) of our operating partnership as of September 30, 2025. The remaining 0.5% of the common OP units are held by third parties and executive officers of the Company. See Note 8 for additional disclosures related to common OP units.

  1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with U.S. GAAP; however, we believe the disclosures made are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim periods have been included. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and/or dispositions of hotel properties.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03 (“ASU 2024-03”), Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of ASU 2024-03.

In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, entities to disclose additional information with respect to their effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company's adoption of ASU 2023-09 in its Annual Report on Form 10-K for the year ended December 31, 2025 will not have a material impact on its consolidated financial statements and disclosures.

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  1. Property and Equipment

Property and equipment consists of the following (in thousands):

September 30, 2025December 31, 2024
Land$570,386$570,386
Land improvements2,4002,400
Buildings and site improvements2,863,5712,812,461
Furniture, fixtures and equipment218,045200,415
Construction in progress14,53424,969
3,668,9363,610,631
Less: accumulated depreciation(1,063,108)(979,410)
$2,605,828$2,631,221

As of September 30, 2025 and December 31, 2024, we had accrued capital expenditures of $3.9 million and $5.4 million, respectively. During the three and nine months ended September 30, 2025, we recorded an impairment loss of $1.1 million related to the write-off of construction in progress that was determined not to be recoverable.

  1. Hotel Dispositions

On February 19, 2025, we sold the Westin Washington, D.C. City Center to an unaffiliated third party for $92.0 million. During the fourth quarter of 2024, we evaluated the recoverability of the carrying amount of the Westin Washington, D.C. City Center as a result of our assessment that it was more likely than not that the hotel would be sold significantly before the end of its previously estimated useful life. As a result, we recorded an impairment loss of $32.6 million during the fourth quarter of 2024 to adjust the hotel's carrying amount to its estimated fair value less cost to sell. The fair value was determined based on the contractual sales price pursuant to an executed purchase and sale agreement. As of December 31, 2024, $93.4 million and $3.4 million were classified as assets held for sale and liabilities of assets held for sale, respectively. We received net proceeds of approximately $89.0 million from the transaction after consideration of transaction costs and an adjustment for the hotel's working capital.

  1. Debt

The following table sets forth information regarding the Company’s debt (dollars in thousands):

Principal Balance as of
LoanInterest RateMaturity DateSeptember 30, 2025December 31, 2024
Worthington Renaissance Fort Worth Hotel mortgage loan3.66%May 2025$—$71,766
Hotel Clio mortgage loan4.33%July 2025—54,657
Westin Boston Seaport District mortgage loan4.36%November 2025—169,385
Unsecured term loanSOFR + 1.35%January 2026 (1)—300,000
Unsecured term loanSOFR + 1.35% (2)January 2028 (3)500,000500,000
Unsecured term loanSOFR + 1.35% (4)January 2029 (3)300,000—
Unsecured term loanSOFR + 1.35% (4)January 2030300,000—
Senior unsecured credit facilitySOFR + 1.40%January 2030 (3)——
Total debt1,100,0001,095,808
Unamortized debt issuance costs (5)(1,244)(514)
Debt, net of unamortized debt issuance costs$1,098,756$1,095,294
Weighted-Average Interest Rate (6)5.31%

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(1)In connection with the Seventh Amended and Restated Credit Agreement, the existing $300.0 million unsecured term loan maturing in January 2026 was refinanced withtwo new $300.0 million unsecured term loans.

(2)Interest rate as of September 30, 2025 was 5.02%, which includes the effect of interest rate swaps.

(3)Maturity date may be extended fortwo additionalsix-month periods upon the payment of applicable fees and the satisfaction of certain customary conditions.

(4)Interest rate as of September 30, 2025 was 5.47%.

(5)Excludes debt issuance costs related to our senior unsecured credit facility, which are included within Prepaid and Other Assets on the accompanying consolidated balance sheets.

(6)Includes the effect of interest rate swaps. See Note 6 for additional disclosures on interest rate swaps.

Senior Unsecured Credit Facility and Unsecured Term Loans

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 andtwo term loan facilities in the aggregate amount of $800.0 million. The revolving credit facility was scheduled to mature on September 27, 2026, which we could extend for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. 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 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. On July 2, 2025, we drew $60.0 million on our senior unsecured revolving credit facility, which was subsequently repaid.

On July 22, 2025, we entered into the Seventh Amended and Restated Credit Agreement (the “Amended Credit Facility”). The Amended Credit Facility increased the size of the Company’s existing credit facility from $1.2 billion to $1.5 billion and extended its maturity schedule. The Amended Credit Facility provides for a $400.0 million revolving credit facility (the “Revolving Credit Facility”) andthree term loan facilities in the aggregate amount of $1.1 billion. 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 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 fortwo additionalsix-month periods upon the payment of applicable fees and satisfaction of certain standard conditions. The Company also has the right to increase the aggregate capacity of the Amended Credit Facility to $1.8 billion upon the satisfaction of certain standard conditions. The incremental proceeds from the upsizing of the Amended Credit Facility were utilized to fund thethree mortgage loans that matured in 2025. As of September 30, 2025, we had $400.0 million of borrowing capacity under the Revolving Credit Facility.

In connection with the amendment to the Credit Agreement, we incurred $11.1 million of debt issuance costs, of which $1.1 million was recognized as a reduction to the outstanding debt balance in our consolidated balance sheet and $4.4 million was recognized within Prepaid and Other Assets in our consolidated balance sheet. These debt issuance costs will be amortized to interest expense through the respective maturity dates of the related instruments. The remaining $5.6 million of debt issuance costs and $0.2 million of unamortized debt issuance costs were recognized as a loss on debt extinguishment in our consolidated statement of operations and comprehensive income for the three and nine months ended September 30, 2025.

As of September 30, 2025, interest was paid on the periodic advances on the revolving credit facility and amounts outstanding on the term loans at varying rates, based upon the adjusted Secured Overnight Financing Rate (“SOFR”), as defined in the Amended Credit Facility, plus an applicable margin. The applicable margin is based upon our leverage ratio, as follows:

Leverage RatioApplicable Margin for Revolving LoansApplicable Margin for Term Loans
Less than 30%1.40%1.35%
Greater than or equal to 30% but less than 35%1.45%1.40%
Greater than or equal to 35% but less than 40%1.50%1.45%
Greater than or equal to 40% but less than 45%1.60%1.55%
Greater than or equal to 45% but less than 50%1.80%1.75%
Greater than or equal to 50% but less than 55%1.95%1.85%
Greater than or equal to 55%2.25%2.20%

The Amended Credit Facility contains various financial covenants. A summary of the most significant covenants is as follows:

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Actual at
CovenantSeptember 30, 2025
Maximum leverage ratio (1)60%24.8%
Minimum fixed charge coverage ratio (2)1.50x3.24x
Secured recourse indebtednessLess than 45% of Total Asset Value0.0%
Maximum unencumbered leverage ratio60%32.1%
Minimum unencumbered implied debt service coverage ratio1.20x2.33x

(1)Leverage ratio is net indebtedness, as defined in the Amended Credit Facility, divided by total asset value, defined in the Amended Credit Facility as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate.

(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Amended Credit Facility as EBITDA less FF&E reserves, for the most recent trailing 12 month period, to fixed charges, which is defined in the Amended Credit Facility as interest expense, all regularly scheduled principal payments and payments on capitalized lease obligations, for the same 12 month period.

Mortgage Debt

We previously incurred limited recourse, property specific mortgage debt secured by certain of our hotels. On May 6, 2025, we repaid the Worthington Renaissance Fort Worth Hotel mortgage loan using cash on hand. On July 2, 2025, we drew $60.0 million on our revolving credit facility, the proceeds from which were used to repay the Hotel Clio mortgage loan on its maturity date of July 3, 2025. The $60.0 million draw was repaid on July 22, 2025. On September 5, 2025, we repaid the Westin Boston Seaport District mortgage loan using proceeds from the Amended Credit Facility. Following this repayment, the Company's portfolio is fully unencumbered by secured debt.

The components of the Company's interest expense consist of the following (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Unsecured term loan interest$14,223$12,665$35,853$35,419
Mortgage debt interest1,4143,5277,20511,572
Credit facility interest and unused fees5043151,124938
Amortization of debt issuance costs4944791,5501,505
Finance lease expense(1)476—$1,405$—
$17,111$16,986$47,137$49,434
  1. Derivatives

We have the following derivatives (dollars in thousands):

Fair Value of Assets (Liabilities)
Hedged Debt · Type · Fixed Rate · Index · Effective Date · Maturity Date · Notional Amount · September 30,2025 · December 31, 2024
Unsecured term loansSwap3.36%SOFRMarch 1, 2023January 1, 2028$75,000$(61)$1,328
Unsecured term loansSwap3.50%SOFRMarch 1, 2023January 1, 2027$75,0004747
Unsecured term loansSwap3.27%SOFROctober 1, 2024January 1, 2028$37,50042757
Unsecured term loansSwap3.27%SOFROctober 1, 2024January 1, 2028$37,50042758
Unsecured term loansSwap3.07%SOFRJanuary 2, 2025January 1, 2027$25,000134456
Unsecured term loansSwap3.25%SOFRJanuary 2, 2025January 1, 2026$75,000140628
Unsecured term loansSwap3.23%SOFRJanuary 2, 2026January 1, 2029$75,000(133)—
$168$4,674

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Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2025, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. On October 15, 2025, we entered into an additional interest rate swap agreement for a notional amount of $50 million that will be effective January 4, 2027.

The table below details the location in the consolidated financial statements of the gains and losses recognized related to derivative financial instruments (in thousands):

Three Months Ended September 30, · Nine Months Ended September 30,
Effect of derivative instrumentsLocation in Statements of Operations and Comprehensive Income2025202420252024
Loss recognized in other comprehensive incomeUnrealized loss on interest rate derivative instruments$664$4,237$4,505$4,631
Interest income for derivatives that were designated as cash flow hedgesInterest expense$(847)$(1,155)$(2,485)$(5,863)

During the next 12 months, we estimate that $0.8 million will be reclassified from other comprehensive income as a decrease to interest expense.

  1. Fair Value Measurements

The fair value of certain financial assets and liabilities and other financial instruments are as follows (in thousands):

September 30, 2025December 31, 2024
Carrying Amount (1)Fair ValueCarrying Amount (1)Fair Value
Debt$1,098,756$1,100,000$1,095,294$1,092,443

(1)The carrying amount of debt is net of unamortized debt issuance costs.

The fair value of our debt is a Level 2 measurement under the fair value hierarchy. We estimate the fair value of our debt by discounting the future cash flows of each instrument at estimated market rates.

The fair value of our interest rate swaps is a Level 2 measurement under the fair value hierarchy. We estimate the fair value of the interest rate swaps based on the interest rate yield curve and implied market volatility as inputs and adjusted for the counterparty's credit risk. We concluded the inputs for the credit risk valuation adjustment are Level 3 inputs; however these inputs are not significant to the fair value measurement in its entirety.

The fair values of our other financial instruments not included in the table above are estimated to be equal to their carrying amount.

  1. Equity

Common Shares

We are authorized by our charter to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder toone vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors.

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. No shares were sold under the ATM Program during the three and nine months ended September 30, 2025.

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Our board of directors has 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.

Preferred Shares

We are authorized by our charter to issue up to 10 million shares of preferred stock, $0.01 par value per share. Our board of directors is required to set for each class or series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption.

As of September 30, 2025 and December 31, 2024, there were 4,760,000 shares of 8.250% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) issued and outstanding with a liquidation preference each of $25.00 per share. On August 31, 2025, the Series A Preferred Stock became redeemable at the Company's option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date.

Operating Partnership Units

In connection with our acquisition of Cavallo Point, The Lodge at the Golden Gate in December 2018, we issued 796,684 common OP units to third parties, otherwise unaffiliated with the Company, then valued at $11.76 per unit. Each common OP unit is redeemable at the option of the holder. Holders of common OP units have certain redemption rights, which enable them to cause our operating partnership to redeem their units in exchange for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on aone-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. As of September 30, 2025, there were 421,244 common OP units still outstanding; the other 375,440 common OP units issued in connection with the acquisition have been converted to common stock.

Long-Term Incentive Partnership units (“LTIP units”), which are also referred to as profits interest units, may be issued to eligible participants under the 2024 Equity Incentive Plan for the performance of services to or for the benefit of our operating partnership. LTIP units are a class of partnership unit in our operating partnership and will receive, whether vested or not, the same per-unit distributions as the outstanding common OP units, which equal per-share dividends on shares of our common stock. Initially, LTIP units have a capital account balance of zero, do not receive an allocation of operating income (loss), and do not have full parity with common OP units with respect to liquidating distributions. If such parity is reached, vested LTIP units are converted into an equal number of common OP units, and thereafter will possess all of the rights and interests of common OP units, including the right to exchange the common OP units for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on aone-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. See Note 9 for additional disclosures related to LTIP units.

There were 1,041,362 and 994,653 common OP units held by third parties and executive officers of the Company as of September 30, 2025 and December 31, 2024, respectively. There were 93,418 and 140,127 unvested LTIP units outstanding as of September 30, 2025 and December 31, 2024, respectively.

Dividends and Distributions

During 2025, we paid the following dividends to holders of our common stock:

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Payment DateRecord DateDividend per Share/Unit
January 14, 2025December 31, 2024$0.23
April 11, 2025March 28, 2025$0.08
July 11, 2025June 30, 2025$0.08
October 14, 2025September 30, 2025$0.08

During 2025, we paid the following dividends to holders of our Series A Preferred Stock:

Payment DateRecord DateDividend per Share
March 28, 2025March 20, 2025$0.515625
June 30, 2025June 20, 2025$0.515625
September 30, 2025September 19, 2025$0.515625
  1. Equity Incentive Plans

We are authorized to issue up to 7,900,000 shares of our common stock under our 2024 Equity Incentive Plan (the "2024 Plan"), of which we have issued or committed to issue 2,513,961 shares as of September 30, 2025. Shares underlying awards that are granted under the 2024 Plan that are forfeited, cancelled, reacquired prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise), including shares tendered or held back upon settlement of an award, other than a stock option or stock appreciation right, to cover the tax withholding will be added back to the shares available for issuance under the 2024 Plan.

Restricted Stock Awards

Restricted stock awards issued to our officers and employees generally vest over athree tofive year period from the date of grant based on continued employment. We measure compensation expense for the restricted stock awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. A summary of our restricted stock awards from January 1, 2025 to September 30, 2025 is as follows:

Number ofSharesWeighted-Average GrantDate FairValue
Unvested balance at January 1, 2025621,595$8.90
Granted478,0988.21
Vested(257,980)8.97
Unvested balance at September 30, 2025841,713$8.49

The total unvested restricted stock awards as of September 30, 2025 are expected to vest as follows:401,192 during 2026,271,922 during 2027,167,338 during 2028, and 1,261 during 2029. As of September 30, 2025, the unrecognized compensation cost related to restricted stock awards was $5.0 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 24 months. We recorded $0.9 million and $2.3 million of compensation expense related to restricted stock awards for the three and nine months ended September 30, 2025, respectively. We recorded $0.6 million and $4.5 million of compensation expense related to restricted stock awards for the three and nine months ended September 30, 2024, respectively, which included $2.0 million of accelerated compensation expense related to restricted stock awards for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income.

Performance Stock Units

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Performance stock units (“PSUs”) are restricted stock units that generally vest three years from the date of grant. Each executive officer is granted a target number of PSUs (the “PSU Target Award”). For PSUs granted in 2025, the actual number of shares of common stock issued to each executive officer is based on the Company's achievement of certain levels of total stockholder return relative to the total stockholder return of a peer group of publicly-traded lodging REITs measured over athree-year performance period. There is no payout of shares of our common stock if our total stockholder return falls below the 30 th percentile of the total stockholder returns of the peer group. The maximum number of shares of common stock issued to an executive officer is equal to 300% of the PSU Target Award and is earned if our total stockholder return is equal to or greater than the 90 th percentile of the total stockholder returns of the peer group. There are limitations on the number of PSUs earned if the Company's total stockholder return is negative for the performance period.

We measure compensation expense for the PSUs based upon the fair market value of the award at the grant date. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. The grant date fair value is determined using a Monte Carlo simulation performed by a third-party valuation firm. The determination of the grant-date fair values of our PSUs included the following assumptions:

Award Grant DateVolatilityRisk-Free RateTotal Stockholder Return PSUsHotel Market Share PSUs (1)
February 22, 202271.4%1.74%$9.84$9.56
August 9, 202273.3%3.20%$9.65$9.32
February 23, 202374.5%4.40%$9.22$8.94
May 7, 202436.5%4.64%$8.03$8.72
March 3, 202532.0%3.93%$10.53N/A

(1)There were no hotel market share PSUs granted in 2025.

A summary of our PSUs from January 1, 2025 to September 30, 2025 is as follows:

Number ofTarget UnitsWeighted-Average GrantDate FairValue
Unvested balance at January 1, 20251,108,574$9.02
Granted607,53310.16
Additional units from dividends74,4918.08
Vested (1)(342,042)9.62
Unvested balance at September 30, 20251,448,556$9.31

(1)The number of shares of common stock earned for the PSUs vested in 2025 was equal to 101.26% of the PSU Target Award.

The total unvested PSUs as of September 30, 2025 are expected to vest as follows:394,436 during 2026,427,274 during 2027, and 626,846 during 2028. The number of shares earned upon vesting is subject to the attainment of the performance targets described above. As of September 30, 2025, the unrecognized compensation cost related to the PSUs was $6.0 million and is expected to be recognized on a straight-line basis over a weighted average period of 26 months. We recorded $0.9 million and $2.2 million of compensation expense related to the PSUs for the three and nine months ended September 30, 2025, respectively. We recorded $0.4 million and $3.8 million of compensation expense related to the PSUs for the three and nine months ended September 30, 2024, respectively, which included $1.8 million of accelerated compensation expense related to PSUs for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income. These awards will vest at 100% of the PSU Target Award based on their original vesting schedule.

LTIP Units

LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while potentially allowing them a more favorable income tax treatment. Each year, executives have the option to elect to receive their annual grant of share-based compensation as either LTIP units or restricted stock awards. Each LTIP unit awarded is deemed equivalent to an award ofone share of common stock reserved under the 2016 Plan or 2024 Plan, as applicable. At the time of

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A summary of our LTIP units from January 1, 2025 to September 30, 2025 is as follows:

Number of UnitsWeighted-Average GrantDate FairValue
Unvested balance at January 1, 2025140,127$8.90
Vested (1)(46,709)8.90
Unvested balance at September 30, 202593,418$8.90

(1)As of September 30, 2025, all vested LTIP units have achieved economic parity with common OP units and have been converted to common OP units.

The total unvested LTIP units as of September 30, 2025 are expected to vest as follows:46,709 during both 2026 and 2027. As of September 30, 2025, the unrecognized compensation cost related to LTIP unit awards was $0.6 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 19 months. We recorded $0.1 million and $0.3 million of compensation expense related to LTIP unit awards for the three and nine months ended September 30, 2025, respectively. We recorded $0.1 million and $1.9 million of compensation expense related to LTIP unit awards for the three and nine months ended September 30, 2024, respectively, which included $1.2 million of accelerated compensation expense related to LTIPs for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income.

  1. Earnings Per Share

The following is a reconciliation of the calculation of basic and diluted earnings per share (“EPS”):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Numerator:
Net income attributable to common stockholders (in thousands)$20,071$23,978$67,855$51,928
Denominator:
Weighted-average number of common shares outstanding—basic205,407,644209,339,807206,896,023210,729,779
Effect of dilutive securities:
Unvested restricted common stock186,459135,553187,326125,819
Shares related to unvested PSUs798,831732,721835,157744,516
Weighted-average number of common shares outstanding—diluted206,392,934210,208,081207,918,506211,600,114
Earnings per share:
Earnings per share available to common stockholders—basic$0.10$0.11$0.33$0.25
Earnings per share available to common stockholders—diluted$0.10$0.11$0.33$0.25

The common OP units held by the noncontrolling interest holders have been excluded from the denominator of the basic and diluted EPS calculation as there would be no effect on the amounts since the common OP units' share of income or loss would also be added or subtracted to derive net income available to common stockholders.

  1. Segment Reporting

We haveone reportable segment, which is hotel ownership. The hotel ownership segment is mostly comprised of upper upscale and luxury chain scale hotels that offer hotel rooms, food and beverage and other ancillary guest services. The

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Company’s chief operating decision maker (“CODM”) is the Executive Committee which includes: 1) the Chief Executive Officer, 2) the President and Chief Operating Officer, 3) the Executive Vice President, Chief Financial Officer & Treasurer, and 4) the Senior Vice President, General Counsel & Corporate Secretary.

The CODM evaluates the hotel ownership segment primarily based on hotel adjusted earnings (loss) before interest income and expense, taxes and depreciation and amortization (“Hotel Adjusted EBITDA”). The CODM uses Hotel Adjusted EBITDA to evaluate the ongoing operational performance of our hotels and effectiveness of the third-party management companies operating our business on a property-level basis, in order to make informed decisions on how to allocate resources. Hotel Adjusted EBITDA is also used to monitor budget versus actual results. The monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation. Hotel Adjusted EBITDA, presented herein, is calculated as EBITDA from hotel operations, adjusted to exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus excluded from the CODM’s analysis in making day-to-day operating decisions:

Non-cash lease expense and other amortization

Cumulative effect of a change in accounting principles

Gains or losses from debt extinguishment

Hotel acquisition costs

Severance costs

Hotel manager transition items

Hotel pre-opening costs

Impairment losses, gains or losses on asset sales and casualty gains or losses; and

Other items that we believe are not representative of our current or future operating performance.

The following table presents revenues for our hotel ownership segment reconciled to our consolidated amounts and Hotel Adjusted EBITDA reconciled to consolidated net income (in thousands):

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Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues:
Hotel ownership revenue$285,384$285,129$845,957$850,832
Total consolidated revenue285,384285,129845,957850,832
Significant expenses:
Rooms expense46,52947,919137,644139,472
Food and beverage expense47,18147,319144,146145,275
Other departmental and support expenses68,12767,357202,132199,774
Management fees7,4927,49120,71121,604
Franchise fees9,73110,11728,78229,710
Property taxes14,56012,92345,50438,996
Total significant expenses193,620193,126578,919574,831
Other segment expenses:
Other hotel expenses(1)8,5969,74426,84632,840
Hotel Adjusted EBITDA:83,16882,259240,192243,161
Non-cash lease expense and other amortization1,2791,5313,8624,604
Hotel pre-opening and manager transition items135156479925
Loss on debt extinguishment5,850—5,850—
Depreciation and amortization28,34028,35684,38884,542
Corporate expenses8,5677,66025,71545,083
Interest expense17,11116,98647,13749,434
Interest income(2,202)(967)(3,785)(3,185)
Impairment loss1,0761,5961,0761,596
Other (income) expense, net(95)(34)(740)(80)
Income tax expense469418618696
Consolidated net income:$22,638$26,557$75,592$59,546

(1)Other hotel expenses is principally comprised of cash payments for leases and property insurance.

The following table presents total assets for our hotel ownership segment, reconciled to total consolidated assets (in thousands):

September 30, 2025December 31, 2024
Hotel ownership$2,974,249$3,063,835
All other172,154108,416
Total assets$3,146,403$3,172,251

Total capital expenditures related to our hotel ownership segment were $19.7 million and $60.9 million for the three and nine months ended September 30, 2025, respectively. Total capital expenditures related to our hotel ownership segment were $22.6 million and $58.4 million for the three and nine months ended September 30, 2024, respectively.

  1. Commitments and Contingencies

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Litigation

We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business regarding the operation of our hotels and other Company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations and comprehensive income. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties.

Commitments

In October 2024, we executed an extension of the ground lease underlying the Courtyard New York Manhattan/Fifth Avenue to add a second renewal option for an additional 36 years. Our ability to exercise the second renewal option is contingent on the Company spending no less than $7.0 million on capital improvements by the end of 2026 (the “Capital Improvement Plan”). If we satisfy the Capital Improvement Plan contingency and exercise all renewal options, the ground lease would expire in October 2121.

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