DiamondRock Hospitality Co

Previous wording

DiamondRock Hospitality Company is a self-managed and self-administered lodging-focused REIT that owns a portfolio of premium hotels and resorts. As of March 31, 2026, we owned a portfolio of 35 premium hotels and resorts that contain 9,595 guest rooms located in 26 different markets in the United States. The markets that we target for ownership are those that we believe align with our strategic objectives, which include those in destination markets with constrained supply trends, those that provide geographic diversity relative to our existing portfolio, and those we consider to have high demand growth potential.

Current wording

DiamondRock Hospitality Company is a self-managed and self-administered lodging-focused REIT that owns a portfolio of premium hotels and resorts. As of June 30, 2026, we owned a portfolio of 34 premium hotels and resorts that contain 9,400 guest rooms located in 26 different markets in the United States. The markets that we target for ownership are those that we believe align with our strategic objectives, which include those in destination markets with constrained supply trends, those that provide geographic diversity relative to our existing portfolio, and those we consider to have high demand growth potential.

Previous wording

Occupancy, ADR, RevPAR, and Total 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, and Total RevPAR, which is calculated as total revenues divided by room nights available, are important statistics for monitoring operating performance at the individual hotel level and across our portfolio. We evaluate individual hotel RevPAR and Total RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. Room revenue comprised approximately 64% of our total revenues for the three months ended March 31, 2026 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, RevPAR, and Total 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, and Total RevPAR, which is calculated as total revenues divided by room nights available, are important statistics for monitoring operating performance at the individual hotel level and across our portfolio. We evaluate individual hotel RevPAR and Total RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. Room revenue comprised approximately 64% of our total revenues for the six months ended June 30, 2026 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms.

Previous wording

The following tables set forth certain operating information for the three months ended March 31, 2026 for each of our hotels owned during the period.

Current wording

The following tables set forth certain operating information for the six months ended June 30, 2026 for each of our hotels owned during the period.

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. The operating results are not directly comparable for the three months ended March 31, 2026 and 2025 due to the sale of The Westin Washington, D.C. City Center on February 19, 2025, hereinafter referred to as our “2025 Disposition.”

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. The operating results are not directly comparable for the three months ended June 30, 2026 and 2025 due to the sale of The Westin Washington, D.C. City Center on February 19, 2025 (the “2025 Disposition”) and the sale of Courtyard New York Manhattan/Fifth Avenue on May 1, 2026 (the “2026 Disposition”).

Previous wording

Rooms revenues increased by $1.0 million from the three months ended March 31, 2025 to the three months ended March 31, 2026. Excluding a decrease of $2.3 million due to our 2025 Disposition, room revenues increased $3.3 million driven primarily by an increase in ADR, as well as higher occupancy at L'Auberge de Sedona following the repositioning of the hotel in the third quarter of 2025.

Current wording

Rooms revenues increased by $9.4 million from the three months ended June 30, 2025 to the three months ended June 30, 2026. Excluding a decrease of $3.8 million due to our 2026 Disposition, room revenues increased $13.2 million driven primarily by an increase in ADR, as well as higher occupancy at L'Auberge de Sedona following the repositioning of the hotel in the third quarter of 2025.

Previous wording

The following are key hotel operating statistics for the three months ended March 31, 2026 and 2025, which exclude operating results from our 2025 Disposition.

Current wording

The following are key hotel operating statistics for the three months ended June 30, 2026 and 2025. The operating statistics for the three months ended June 30, 2025 reflect the comparable period in 2025 to our 2026 ownership period.

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 increased $0.6 million from the three months ended March 31, 2025 to the three months ended March 31, 2026, primarily due to the renovations and rebrandings that were completed in 2025 and in the first quarter of 2026.

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 increased $0.7 million from the three months ended June 30, 2025 to the three months ended June 30, 2026, primarily due to the renovations and rebrandings that were completed in 2025 and in the first half of 2026.

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

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 $1.0 million from the three months ended June 30, 2025 to the three months ended June 30, 2026, primarily due to an increase in employee-related costs.

Previous wording

Interest expense. Our interest expense decreased $0.5 million from the three months ended March 31, 2025 to the three months ended March 31, 2026 and was comprised of the following (dollars in thousands):

Current wording

Interest expense. Our interest expense decreased $0.4 million from the three months ended June 30, 2025 to the three months ended June 30, 2026 and was comprised of the following (dollars in thousands):

Previous wording

The decrease in interest expense was due to our mortgage debt repayments in 2025, which was partially offset by the amendment to our Credit Facility in July 2025, which increased our unsecured term loans by $300 million.

Current wording

The decrease in interest expense was due to our mortgage debt repayments in 2025, which was offset by the amendment to our Credit Facility in July 2025 that increased our unsecured term loans by $300 million. In addition, finance lease expense decreased due to the sale of Courtyard New York Manhattan/Fifth Avenue in May 2026.

Previous wording

Food and beverage revenues increased $0.3 million from the three months ended March 31, 2025 to the three months ended March 31, 2026, primarily due to growth in outlet revenues, offset by a decrease of $0.5 million due to our 2025 Disposition.

Current wording

Food and beverage revenues increased $2.3 million from the six months ended June 30, 2025 to the six months ended June 30, 2026, primarily due to growth in outlet revenues, offset by a decrease of $0.5 million due to our 2025 Disposition.

Previous 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 March 31, 2025 to the three months ended March 31, 2026, primarily due to an increase in resort fees and attrition and cancellation fees, offset by a decrease of $0.2 million due to our 2025 Disposition.

Current wording

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $3.2 million from the six months ended June 30, 2025 to the six months ended June 30, 2026, primarily due to an increase in resort fees, offset by a decrease of $0.3 million due to our 2025 and 2026 Dispositions.

Previous wording

We believe that we maintain a reasonable amount of debt. As of March 31, 2026, we had $1.1 billion of debt outstanding with a weighted average interest rate of 4.96%, which includes the effect of interest rate swaps, and a weighted average

Current wording

We believe that we maintain a reasonable amount of debt. As of June 30, 2026, we had $1.1 billion of debt outstanding with a weighted average interest rate of 4.90%, which includes the effect of interest rate swaps, and a weighted average maturity date of approximately 3.2 years, assuming all extension options available in our debt agreements are exercised.

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. No shares were sold under the ATM Program during the three months ended March 31, 2026.

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. No shares were sold under the ATM Program during the three and six months ended June 30, 2026.

Previous wording

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. We did not repurchase any shares of common stock during the three months ended March 31, 2026. During the three months ended March 31, 2025, we repurchased 1,413,643 shares of common stock at an average price of $7.85 per share for a total purchase price of $11.1 million under this program. Subsequent to March 31, 2026, we repurchased 136,364 shares of common stock at an average price of $9.38 per share for a total purchase price of $1.3 million under this program. On April 28, 2026, our board of directors approved a new share repurchase program, which replaced the previously authorized program. The new share repurchase program is effective May 1, 2026 and authorizes us to repurchase up to $300.0 million of common stock. The new program will expire on May 1, 2028.

Current wording

In April 2026, our board of directors authorized the repurchase of up to $300 million of our common stock under a new share repurchase program effective May 1, 2026 (the “Share Repurchase Program”). This Share Repurchase Program replaced our prior $200 million share repurchase program that was authorized in May 2024. 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, 2028. During the six months ended June 30, 2026, we repurchased 189,265 shares of common stock at an average price of $9.79 per share for a total purchase price of $1.9 million. 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. As of July 30, 2026, we have $299.4 million of authorized capacity remaining under the Share Repurchase Program.

Previous wording

Additional information about the credit facilities, including a summary of significant covenants, can be found in Note 4 to the accompanying consolidated financial statements.

Current wording

Additional information about the Credit Facility, including a summary of significant covenants, can be found in Note 5 to the accompanying consolidated financial statements.

Previous wording

As of March 31, 2026, we had $39.3 million of unrestricted cash, $37.0 million of restricted cash and no outstanding borrowings on our revolving credit facility.

Current wording

As of June 30, 2026, we had $106.0 million of unrestricted cash, $39.9 million of restricted cash and no outstanding borrowings on our revolving credit facility.

Previous wording

Our net cash provided by operations was $21.9 million for the three months ended March 31, 2026. 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 $101.5 million for the six months ended June 30, 2026. 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 used in investing activities was $20.8 million for the three months ended March 31, 2026, which consisted of capital expenditures.

Current wording

Our net cash used in investing activities was $10.4 million for the six months ended June 30, 2026, which consisted of $40.3 million of capital expenditures offset by $29.9 million of net proceeds from the sale of Courtyard New York Manhattan/Fifth Avenue on May 1, 2026.

Previous wording

Our net cash used in financing activities was $28.0 million for the three months ended March 31, 2026, which consisted of $25.2 million of distributions paid to holders of common stock and $2.8 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholdings obligations.

Current wording

Our net cash used in financing activities was $48.5 million for the six months ended June 30, 2026, which consisted of $43.7 million of distributions paid to holders of common stock and units, $2.9 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholdings obligations and $1.9 million of share repurchases.

Previous wording

We currently anticipate our significant sources of cash for the year ending December 31, 2026 will be net cash flow from hotel operations and potential dispositions. We expect our estimated uses of cash for the year ending December 31, 2026 will be debt service payments, potential acquisitions of hotel properties, capital expenditures, distributions to common stockholders, share repurchases, and corporate expenses.

Current wording

We currently anticipate our significant sources of cash for the year ending December 31, 2026 will be net cash flow from hotel operations and potential dispositions. We expect our estimated uses of cash for the year ending December 31, 2026 will be debt service payments, potential acquisitions of hotel properties, capital expenditures, distributions to common stockholders, and corporate expenses.

Previous wording

During 2026, we have paid the following dividends to holders of our common stock:

Current wording

During 2026, we have paid the following dividends to holders of our common stock and common OP units:

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 March 31, 2026, we have set aside $37.0 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 June 30, 2026, we have set aside $39.8 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 $20.8 million on capital expenditures during the three months ended March 31, 2026. In 2026, we expect to spend between $80.0 to $90.0 million on capital expenditures. Significant projects currently planned or completed in 2026 include the following:

Current wording

We have invested approximately $40.3 million on capital expenditures during the six months ended June 30, 2026. In 2026, we expect to spend between $75.0 to $85.0 million on capital expenditures. Significant projects currently planned or completed in 2026 include the following:

Previous wording

•Westin San Diego Bayview: We expect to commence a renovation of the entrance and public spaces throughout the lobby, including the lobby bar in mid-2026.

Current wording

•Westin San Diego Bayview: We expect to commence a renovation of the hotel's entrance and lobby, including the lobby bar, during the third quarter of 2026.

Previous wording

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with U.S. GAAP. They should not be considered as alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by U.S. GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our U.S. GAAP results and the reconciliations to the corresponding U.S. GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

Current wording

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with U.S. GAAP. They should not be considered as alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by U.S. GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our U.S. GAAP results and the reconciliations to the corresponding U.S. GAAP

Previous wording

We believe that Hotel Adjusted EBITDA provides our investors with a useful financial measure to evaluate our hotel operating performance, excluding the impact of our capital structure (primarily interest), our asset base (primarily depreciation and amortization), and our corporate-level expenses. With respect to Hotel Adjusted EBITDA, we believe that excluding the effect of corporate-level expenses provides a more complete understanding of the operating results over which individual hotels and third-party management companies have direct control. We believe property-level results provide investors with

Current wording

We believe that Hotel Adjusted EBITDA provides our investors with a useful financial measure to evaluate our hotel operating performance, excluding the impact of our capital structure (primarily interest), our asset base (primarily depreciation and amortization), and our corporate-level expenses. With respect to Hotel Adjusted EBITDA, we believe that excluding the effect of corporate-level expenses provides a more complete understanding of the operating results over which individual hotels and third-party management companies have direct control. We believe property-level results provide investors with supplemental information on the ongoing operational performance of our hotels and effectiveness of the third-party management companies operating our business on a property-level basis. Hotel Adjusted EBITDA margins are calculated as Hotel Adjusted EBITDA divided by total hotel revenues.

Previous wording

(1)For the three months ended March 31, 2026 and 2025, amounts include less than $0.1 million and $0.7 million, respectively, of non-cash income related to our deferred compensation plan.

Current wording

(1)For each of the three months ended June 30, 2026 and 2025, amounts include less than $0.1 million of non-cash income related to our deferred compensation plan. For the six months ended June 30, 2026 and 2025, amounts include less than $0.1 million and $0.7 million, respectively, of non-cash income related to our deferred compensation plan.

Previous wording

(1)For the three months ended March 31, 2026 and 2025, amounts include less than $0.1 million and $0.7 million, respectively, of non-cash items related to our deferred compensation plan.

Current wording

(1)For each of the three months ended June 30, 2026 and 2025, amounts include less than $0.1 million of non-cash income related to our deferred compensation plan. For the six months ended June 30, 2026 and 2025, amounts include less than $0.1 million and $0.7 million, respectively, of non-cash income related to our deferred compensation plan.

Previous wording

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 estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. We evaluate our estimates and judgments, including those related to the impairment of long-lived assets, on an ongoing basis. We base our estimates on experience and on various assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year

Current wording

-31- be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. We evaluate our estimates and judgments, including those related to the impairment of long-lived assets, on an ongoing basis. We base our estimates on experience and on various assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to our critical accounting policies during the reporting period since the year ended December 31, 2025.

Previous wording

Operators of hotels generally possess the ability to adjust room rates frequently, including on a daily basis, to reflect the effects of inflation, subject to previously contractually committed reservations. However, competitive pressures, demand elasticity, consumer spending patterns and other market factors may limit the ability of our management companies to increase room rates sufficiently to offset inflationary cost increases. Inflation, including recent increases driven in part by higher energy costs, may also affect our operating expenses and the cost of capital improvements, including, without limitation, labor, employee-related benefits, food, commodities and other materials, taxes, property and casualty insurance and utilities. Refer to “Outlook” above for additional information regarding recent macroeconomic conditions, including inflationary pressures.

Current wording

Operators of hotels generally possess the ability to adjust room rates frequently, including on a daily basis, to respond to changes in market conditions and inflationary pressures, subject to previously contracted reservations. However, competitive pressures, demand elasticity, consumer spending patterns and other market factors may limit the ability of our management companies to increase room rates sufficiently to offset increases in operating costs. Inflation remains elevated relative to the Federal Reserve's long-term target, and operating costs continue to be influenced by market conditions, including labor costs, employee-related benefits, food, commodities and other materials, utilities, real estate taxes and the cost of capital improvements. Refer to “Outlook” above for additional information regarding current macroeconomic conditions.