Chatham Lodging Trust
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
CLDT$15.50+2.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-26.
0001476045-25-000011
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001437749-26-006103
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 134 previous paragraphs and 110 current paragraphs.
73 unchanged; 30 reworded; 7 added; 27 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 27 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 (7)
Current report
Food and beverage revenue was $6.9 million and $7.7 million for the years ended December 31, 2025 and 2024, respectively.
Current report
Hotel operating expenses decreased $12.0 million, or 6.6%, to $169.2 million for the year ended December 31, 2025 from $181.2 million for the year ended December 31, 2024. The seven sold hotels contributed $6.0 million in operating expenses for the year ended December 31, 2025, down $15.9 million from the $21.9 million that the sold hotels contributed for the corresponding 2024 period. This was partially offset by the increase in operating expenses from the acquisition of one hotel that contributed $4.5 million in operating expenses for the year ended December 31, 2025, up $2.3 million from the $2.2 million that the acquired hotel contributed for the corresponding 2024 period. The remaining change in operating expenses was related to inflationary cost pressures.
Current report
The remaining hotel operating expenses decreased $6.5 million, or 5.6%, from $115.9 million in 2024 to $109.4 million in 2025. The decrease in the remaining operating expenses was related primarily to the decrease in costs from the sales of seven hotels, partially offset by the increase in costs from the acquisition of one hotel and an increase in costs related to inflationary cost pressures.
Current report
Other charges decreased from $0.3 million for the year ended December 31, 2024 to $27 thousand for the year ended December 31, 2025.
Current report
The decrease in interest expense was due to lower debt balances and lower floating rate borrowing costs during the year ended December 31, 2025 than during the year ended December 31, 2024.
Current report
Loss on early extinguishment of debt increased $0.2 million from $17 thousand for the year ended December 31, 2024 to $0.2 million for the year ended December 31, 2025. The loss in 2025 was related to the Company entering into a new unsecured revolving credit facility and the write-off of unamortized deferred financing fees from the prior facility.
Current report
In May 2025, the Board of Trustees authorized and approved a $25.0 million share repurchase program (the "Share Repurchase Program") of our common shares. Under the Share Repurchase Program, we have the ability to repurchase up to $25.0 million of common shares through open market purchases or other privately negotiated transactions at times and in amounts as we deem appropriate. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time. During the year ended December 31, 2025, the Company repurchased 1,313,795 common shares at a weighted-average price per share of $6.83 for an aggregate purchase price, including commissions, of approximately $9.0 million. As of December 31, 2025, there was approximately $16.0 million of common shares available for repurchase under the Share Repurchase Program.
Removed paragraphs (27)
Previous report
•Average Daily Rate (“ADR”), which is the quotient of room revenue divided by total rooms sold,
Previous report
•Occupancy, which is the quotient of total rooms sold divided by total rooms available,
Previous report
•Revenue Per Available Room (“RevPAR”), which is the product of occupancy and ADR, and does not include food and beverage revenue, or other operating revenue,
Previous report
•Funds From Operations (“FFO”),
Previous report
•Adjusted FFO,
Previous report
•Earnings before interest, taxes, depreciation and amortization (“EBITDA”),
Previous report
•EBITDAre,
Previous report
•Adjusted EBITDA, and
Previous report
•Adjusted Hotel EBITDA.
Previous report
Food and beverage revenue was $7.7 million and $8.1 million for the years ended December 31, 2024 and 2023, respectively. The decrease in food and beverage revenue was related to the sale of three hotels.
Previous report
Hotel operating expenses increased $5.8 million, or 3.3%, to $181.2 million for the year ended December 31, 2024 from $175.4 million for the year ended December 31, 2023. The increase in hotel operating expenses was related to the increase in revenues and occupancy caused by the continued recovery of business travel following the COVID-19 pandemic, increases in staffing levels, wage and benefit costs, insurance costs, and inflation. The one hotel acquired during the year ended December 31, 2024, which was not owned during the year ended December 31, 2023, contributed $2.2 million of operating expenses during the year ended December 31, 2024. The increase was partially offset by the sale of three hotels during the year ended December 31, 2024 that contributed $7.3 million of operating expenses during the year ended December 31, 2024, down $4.6 million from the $11.9 million the sold hotels contributed during the year ended December 31, 2023.
Previous report
The remaining hotel operating expenses increased $2.3 million, or 2.0%, from $113.6 million in 2023 to $115.9 million in 2024. The increase in other remaining expenses primarily was related to an increase in occupancies and revenues at our hotels due to the continued recovery of business travel following the COVID-19 pandemic, increased insurance costs and inflation.
Previous report
Other charges decreased from $2.3 million for the year ended December 31, 2023 to $0.3 million for the year ended December 31, 2024. The decrease primarily was related to the 2023 write-off of $2.2 million of previous expenditures related to the development of a hotel in California that the Company decided to no longer pursue.
Previous report
The increase in interest expense was due to the refinancing of maturing debt which had interest rates below current levels.
Previous report
Loss on early extinguishment of debt decreased $0.7 million from $0.7 million for the year ended December 31, 2023 to $17 thousand for the year ended December 31, 2024. The loss in 2023 is related to the Company's repayment of the construction loan on the Home2 Woodland Hills hotel property.
Previous report
Gain from Partial Lease Termination
Previous report
Gain from partial lease termination decreased $0.2 million from $0.2 million for the year ended December 31, 2023. The gain in 2023 is related to the Company's termination of a portion of its corporate office lease to vacate and surrender possession of 7,374 rentable square feet in exchange for an early termination payment of $0.1 million.
Previous report
•FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
Previous report
•FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
Previous report
•EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;
Previous report
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may need to be replaced in the future, and FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect any cash requirements for such replacements;
Previous report
•Non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period using Adjusted EBITDA;
Previous report
•Adjusted FFO, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect the impact of certain cash charges (including acquisition transaction costs) that result from matters we consider not to be indicative of the underlying performance of our hotel properties;
Previous report
•Other companies in our industry may calculate FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA differently than we do, limiting their usefulness as a comparative measure; and
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 or debt yield. 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 or debt yield is reached. Such provisions do not allow the lender the right to accelerate repayment of the underlying debt. As of December 31, 2024, one of our mortgage debt lenders have enforced cash trap provisions resulting in $0.2 million of restricted cash. We do not expect that such cash traps will affect our ability to satisfy our short-term liquidity requirements.
Previous report
•At December 31, 2024, we had total debt principal and interest obligations of $506.1 million with $181.6 million of principal and interest payable within the next 12 months from December 31, 2024 (excluding available extension options). Debt principal obligations payable during the next 12 months consists of $16.0 million related to the maturity of the Company's mortgage loan secured by the Hampton Inn & Suites Houston-Medical Center hotel property and $140.0 million related to the initial maturity of the Company's unsecured term loan. The Company has two 1-year extension options for its $140.0 million unsecured term loan. See Note 6, “Debt” to our consolidated financial statements for additional information relating to our property loans, revolving credit facility and unsecured term loan.
Previous report
•Lease payments due within the next 12 months from year-end 2024 total $2.0 million. See Note 12, “Leases” to our consolidated financial statements for additional information relating to our corporate office and ground leases.
Reworded paragraphs (30)
Previous wording
As of December 31, 2024, the Company owned 37 hotels with an aggregate of 5,596 rooms located in 16 states and the District of Columbia.
Current wording
As of December 31, 2025, the Company owned 33 hotels with an aggregate of 5,021 rooms located in 15 states and the District of Columbia.
Previous wording
Results of operations for the year ended December 31, 2024 include the operating activities of the 36 hotels we owned for the entire period and partial year results for three hotels sold during the period and one hotel acquired during the period. We sold one hotel located in Denver, CO on January 9, 2024, sold one hotel located in Maitland, FL on December 6, 2024, and sold one hotel located in Bloomington, MN on December 16, 2024. We acquired one hotel located in Phoenix, AZ on May 30, 2024. The changes in results described below were driven primarily by the continued recovery of business travel following the COVID-19 pandemic, the sale of three hotels, the acquisition of one hotel, and inflationary cost pressures.
Current wording
Results of operations for the year ended December 31, 2025 include the operating activities of the hotels we owned during the period. We sold one hotel located in Denver, CO on January 9, 2024, one hotel located in Maitland, FL on December 6, 2024, one hotel located in Bloomington, MN on December 16, 2024, one hotel located in Brentwood, TN on January 30, 2025, one hotel located in Houston, TX on March 17, 2025, one hotel located in Houston, TX on April 22, 2025, and one hotel located in Billerica, MA on December 23, 2025. We acquired one hotel located in Phoenix, AZ on May 30, 2024. The changes in results described below were driven primarily by the sales of seven hotels, the acquisition of one hotel and inflationary cost pressures.
Previous wording
Total revenue increased $6.1 million to $317.2 million for the year ended December 31, 2024 compared to total revenue of $311.1 million for the 2023 period. The increase in total revenue primarily was related to the 2.8% increase in same property RevPAR, the acquisition of one hotel on May 30, 2024, partially offset by the decrease in revenue from the sales of three hotels during the year ended December 31, 2024. The one hotel acquired during the year ended December 31, 2024, which was not owned during the year ended December 31, 2023, contributed $3.3 million of room revenue during the year ended December 31, 2024. This was partially offset by the decrease in revenue from the sale of three hotels that contributed $10.4 million in room revenue for the year ended December 31, 2024, down $6.3 million from the $16.7 million these hotels contributed for the year ended December 31, 2023. Since all of our hotels are select-service or limited-service hotels, room revenue is the primary revenue source as these hotels do not have significant food and beverage revenue or large group conference facilities. Room revenue comprised 91.5% and 91.6% of total revenue for the years ended December 31, 2024 and 2023, respectively. Room revenue was $290.3 million and $285.0 million for the years ended December 31, 2024 and 2023, respectively, and the increase in room revenue primarily was related to the same factors discussed above.
Current wording
Total revenue decreased $22.1 million to $295.1 million for the year ended December 31, 2025 compared to total revenue of $317.2 million for the 2024 period. The decrease in total revenue primarily was related to the decrease in revenue from the sales of seven hotels that contributed $8.9 million in revenue for the year ended December 31, 2025, down $24.6 million from the $33.5 million that the sold hotels contributed for the corresponding 2024 period. Same property RevPAR also decreased by 0.1%. This was partially offset by the increase in revenue from the acquisition of one hotel that contributed $8.6 million of revenue during the year ended December 31, 2025, up $4.9 million from the $3.7 million that the acquired hotel contributed for the corresponding 2024 period. Since all of our hotels are select-service or limited-service hotels, room revenue is the primary revenue source as these hotels do not have significant food and beverage revenue or large group conference facilities. Room revenue comprised 91.2% and 91.5% of total revenue for the years ended December 31, 2025 and 2024, respectively. Room revenue was $269.2 million and $290.3 million for the years ended December 31, 2025 and 2024, respectively, and the decrease in room revenue primarily was related to the same factors discussed above.
Previous wording
Other revenue, comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue, increased $1.4 million for the year ended December 31, 2024. The increase in other operating revenue primarily was related to increases in revenue from parking.
Current wording
Other revenue, comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue, decreased $0.2 million for the year ended December 31, 2025.
Previous wording
Reimbursed costs from related parties were $1.1 million and $1.3 million for the years ended December 31, 2024 and 2023, respectively. The cost reimbursements were offset by the reimbursed costs from related parties included in operating expenses.
Current wording
Reimbursed costs from related parties were $1.1 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively. The cost reimbursements were offset by the reimbursed costs from related parties included in operating expenses.
Previous wording
As reported by Smith Travel Research, U.S. lodging industry RevPAR for the years ended December 31, 2024 and 2023 increased 1.8% and increased 4.9%, respectively, as compared to the years ended December 31, 2023 and 2022. Smith
Current wording
As reported by Smith Travel Research, U.S. lodging industry RevPAR for the years ended December 31, 2025 and 2024 decreased 0.3% and increased 1.8%, respectively, as compared to the years ended December 31, 2024 and 2023. Smith Travel Research reported that U.S. lodging industry RevPAR increased 2.2% in the first quarter of 2025, decreased 0.5% in the second quarter of 2025, decreased 1.4% in the third quarter of 2025 and decreased 1.1% in the fourth quarter of 2025. Smith Travel Research currently projects industry RevPAR growth of 0.6% in 2026.
Previous wording
Same property RevPAR increased 2.8% due to an increase in occupancy of 2.4% and an increase in ADR of 0.4%.
Current wording
For the year ended December 31, 2025, same property RevPAR decreased 0.1% due to an increase in occupancy of 0.5% and a decrease in ADR of 0.7%.
Previous wording
Room expenses, which are the most significant component of hotel operating expenses, increased $3.5 million from $61.8 million in 2023 to $65.3 million in 2024. The increase in room expenses was related to an increase in occupancies and revenues at our hotels due to the continued recovery of business travel following the COVID-19 pandemic, increased staffing levels, wage and benefit costs, and inflation.
Current wording
Room expenses, which are the most significant component of hotel operating expenses, decreased $5.5 million from $65.3 million in 2024 to $59.8 million in 2025. The decrease in room expenses was related primarily to the decrease in costs from the sales of seven hotels, partially offset by the increase in costs from the acquisition of one hotel and an increase in costs related to an increase in same property occupancies at our hotels.
Previous wording
Depreciation and amortization expense increased $2.4 million from $58.3 million for the year ended December 31, 2023 to $60.7 million for the year ended December 31, 2024. Depreciation is generally recorded on our assets over 40 years for buildings, 20 years for land improvements, 15 years for building improvements and one to ten years for hotel furniture, fixtures and equipment from the date of acquisition on a straight-line basis. Depreciable lives of hotel furniture, fixtures and equipment are generally assumed to be the difference between the date of acquisition and the date that the furniture, fixtures and equipment will be replaced. Amortization of franchise fees is recorded on a straight-line basis over the term of the respective franchise agreement.
Current wording
Depreciation and amortization expense decreased $1.0 million from $60.7 million for the year ended December 31, 2024 to $59.7 million for the year ended December 31, 2025. Depreciation is generally recorded on our assets over 40 years for buildings, 20 years for land improvements, 15 years for building improvements and one to ten years for hotel furniture, fixtures and equipment from the date of acquisition on a straight-line basis. Depreciable lives of hotel furniture, fixtures and equipment are generally assumed to be the difference between the date of acquisition and the date that the furniture, fixtures and equipment will be replaced. Amortization of franchise fees is recorded on a straight-line basis over the term of the respective franchise agreement.
Previous wording
Impairment loss was $4.3 million and $4.3 million for the years ended December 31, 2024 and 2023, respectively. The impairment loss in 2024 was due to the impairment recorded on a hotel property which is under contract to be sold. The impairment loss in 2023 was due to the impairment recorded on the HGI Denver Tech hotel property which was sold on January 9, 2024.
Current wording
Impairment loss was zero and $4.3 million for the years ended December 31, 2025 and 2024, respectively. The impairment loss in 2024 was due to the impairment recorded on the CY Houston hotel property which was sold on April 22, 2025.
Previous wording
Total property taxes, ground rent and insurance expenses increased $0.2 million from $23.5 million for the year ended December 31, 2023 to $23.7 million for the year ended December 31, 2024. The increase primarily was related to increases in property tax assessments and an increase in insurance costs partially offset by successful property tax appeals at multiple hotel properties.
Current wording
Total property taxes, ground rent and insurance expenses decreased $1.7 million from $23.7 million for the year ended December 31, 2024 to $22.0 million for the year ended December 31, 2025. The decrease was primarily related to the sales of seven hotels partially offset by increases in property tax assessments.
Previous wording
General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of LTIP units. These expenses also include corporate operating costs, professional fees and trustees’ fees. Total general and administrative expenses (excluding amortization of stock based compensation of $6.4 million and $6.1 million for the years ended December 31, 2024 and 2023, respectively) increased $0.6 million to $12.0 million in 2024 from $11.4 million in 2023.
Current wording
General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of LTIP units. These expenses also include corporate operating costs, professional fees and trustees’ fees. Total general and administrative expenses (excluding amortization of stock based compensation of $6.3 million and $6.4 million for the years ended December 31, 2025 and 2024, respectively) decreased $1.7 million to $10.3 million in 2025 from $12.0 million in 2024.
Previous wording
Reimbursable costs from related parties, comprised of shared office expenses and rent, were $1.1 million and $1.3 million for the years ended December 31, 2024 and 2023, respectively. The cost reimbursements were offset by the
Current wording
Reimbursable costs from related parties, comprised of shared office expenses and rent, were $1.1 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively. The cost reimbursements were offset by the cost reimbursements from related parties included in revenues.
Previous wording
Gain on the sale of hotel properties increased $5.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. The HGI Denver Tech hotel property was sold on January 9, 2024, the HWS Maitland hotel property was sold on December 6, 2024, and the HWS Bloomington hotel property was sold on December 16, 2024, which resulted in a total gain of $5.7 million.
Current wording
Gain on the sale of hotel properties increased $8.7 million to $14.4 million for the year ended December 31, 2025 compared to $5.7 million for the year ended December 31, 2024. The HWS Brentwood hotel property was sold on January 30, 2025, the HI Houston hotel property was sold on March 17, 2025, the CY Houston hotel property was sold on April 22, 2025, and the HWS Billerica hotel property was sold on December 23, 2025, which resulted in a total gain of $14.4 million. The HGI Denver Tech hotel property was sold on January 9, 2024, the HWS Maitland hotel property was sold on December 6, 2024, and the HWS Bloomington hotel property was sold on December 16, 2024, which resulted in a total gain of $5.7 million.
Previous wording
Interest on cash and cash equivalents and other income increased $0.2 million from $1.5 million for the year ended December 31, 2023 to $1.7 million for the year ended December 31, 2024. The increase was due to higher cash balances and higher interest rates received on cash balances during the year ended December 31, 2024.
Current wording
Interest on cash and cash equivalents and other income decreased $1.4 million from $1.7 million for the year ended December 31, 2024 to $0.3 million for the year ended December 31, 2025. The decrease was due to lower cash balances during the year ended December 31, 2025.
Previous wording
Interest expense increased $3.8 million, or 13.8%, from $27.1 million for the year ended December 31, 2023 to $30.9 million for the year ended December 31, 2024. Interest expense is comprised of the following (dollars in thousands):
Current wording
Interest expense decreased $5.2 million, or 16.9%, from $30.9 million for the year ended December 31, 2024 to $25.7 million for the year ended December 31, 2025. Interest expense is comprised of the following (dollars in thousands):
Previous wording
Net income was $4.0 million for the year ended December 31, 2024, compared to net income of $2.5 million for the year ended December 31, 2023. The change in net income primarily was due to the factors discussed above.
Current wording
Net income was $15.3 million for the year ended December 31, 2025, compared to net income of $4.0 million for the year ended December 31, 2024. The change in net income primarily was due to the factors discussed above.
Previous wording
We plan to maintain a prudent capital structure and intend to maintain our leverage over the long term at a ratio of net debt to investment in hotels (at cost) (defined as our initial acquisition price plus the gross amount of any subsequent capital investment) at a level that will be similar to the levels at which we have operated in the past. A subsequent decrease in hotel property values will not necessarily cause us to repay debt to comply with this limitation. At December 31, 2024, our leverage ratio was approximately 23.1%, which decreased from 24.8% at December 31, 2023 based on the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost. At December 31, 2024, we had total debt of $409.2 million at an average rate of approximately 6.8%. We intend to continue to fund our investments with a prudent balance of debt and equity. Our debt may include mortgage debt collateralized by our hotel properties and unsecured debt.
Current wording
We plan to maintain a prudent capital structure and intend to maintain our leverage over the long term at a ratio of net debt to investment in hotels (at cost) (defined as our initial acquisition price plus the gross amount of any subsequent capital investment) at a level that will be similar to the levels at which we have operated in the past. A subsequent decrease in hotel property values will not necessarily cause us to repay debt to comply with this limitation. At December 31, 2025, our leverage ratio was approximately 20.1%, which decreased from 23.1% at December 31, 2024 based on the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost. At December 31, 2025, we had total debt of $343.2 million at an average rate of approximately 6.2%. We intend to continue to fund our investments with a prudent balance of debt and equity. Our debt may include mortgage debt collateralized by our hotel properties and unsecured debt.
Previous wording
At December 31, 2024 and 2023, we had $110.0 million and $0, respectively, in outstanding borrowings under our revolving credit facility. We had $140.0 million and $90.0 million in outstanding borrowings under our unsecured term loan at December 31, 2024 and 2023, respectively. At December 31, 2024, the maximum remaining borrowing availability under our revolving credit facility was $150.0 million. We also had mortgage debt on individual hotels aggregating $159.2 million and $396.1 million at December 31, 2024 and 2023, respectively.
Current wording
At December 31, 2025 and 2024, we had $0 and $110.0 million, respectively, in outstanding borrowings under our revolving credit facility. We had $200.0 million and $140.0 million in outstanding borrowings under our unsecured term loan at December 31, 2025 and 2024, respectively. At December 31, 2025, the maximum remaining borrowing availability under our revolving credit facility was $300.0 million. We also had mortgage debt on individual hotels aggregating $143.2 million and $159.2 million at December 31, 2025 and 2024, respectively.
Previous wording
On October 28, 2022, Chatham entered into a $215.0 million unsecured revolving credit facility and a $90.0 million unsecured delayed-draw term loan facility that replaced the Company’s previous $250 million revolving credit facility that was scheduled to mature on March 8, 2023. The revolving credit facility has an initial maturity of October 28, 2026 and provides two six-month extension options. The unsecured delayed-draw term loan facility has an initial maturity of October 28, 2025 and provides two one-year extension options. On December 19, 2022, Chatham executed an amendment to its unsecured revolving credit facility, increasing commitments by $45.0 million for a total borrowing capacity of $260.0 million. On May 3, 2024, the Company amended its funded unsecured term loan to increase its size from $90.0 million to $140.0 million, its current balance outstanding as of December 31, 2024. Combined with its $140.0 million unsecured delayed-draw term loan, Chatham has $400.0 million of total commitments under the new facilities. Pricing on the new facilities is based on SOFR plus a spread of 1.50% to 2.25% for the revolving credit facility and a spread of 1.45% to 2.20% for the unsecured delayed-draw term loan facility based on the Company's leverage, and a credit spread adjustment of 0.10%.
Current wording
On September 25, 2025, the Company entered into a new credit agreement for a credit facility (the "Credit Facility") consisting of a $300.0 million unsecured revolving credit facility and a $200.0 million unsecured term loan facility which replaced the existing $260.0 million revolving credit facility and the existing $140.0 million unsecured term loan facility. Proceeds from the new $200.0 million funded term loan were used to repay the $60.0 million of outstanding borrowings under the prior $260.0 million revolving credit facility and the $140.0 million of outstanding borrowings under the prior term loan. The new Credit Facility has an initial maturity date of September 25, 2029 and provides options to extend for one year. Total commitments of $500.0 million under the new Credit Facility can be increased up to $650.0 million through an accordion feature. Pricing on the new facilities is based on SOFR plus a spread of 1.50% to 2.25% for the revolving credit facility and a spread of 1.45% to 2.20% for the unsecured term loan facility based on the Company's leverage.
Previous wording
Our revolving credit facility and unsecured delayed-draw term loan contain representations, warranties, covenants, terms and conditions customary for credit facilities of this type, including a maximum leverage ratio, a minimum fixed charge coverage ratio and minimum net worth financial covenants, limitations on (i) liens, (ii) incurrence of debt, (iii) investments, (iv) distributions, and (v) mergers and asset dispositions, covenants to preserve corporate existence and comply with laws, covenants on the use of proceeds of the revolving credit facility and default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults and guarantor defaults. We were in compliance with all financial covenants at December 31, 2024.
Current wording
Our revolving credit facility and term loan contain representations, warranties, covenants, terms and conditions customary for credit facilities of this type, including a maximum leverage ratio, a maximum secured leverage ratio, a maximum unsecured leverage ratio, a minimum fixed charge coverage ratio, a minimum unsecured interest coverage ratio, and minimum net worth financial covenants, limitations on (i) liens, (ii) incurrence of debt, (iii) investments, (iv) distributions, and (v) mergers and asset dispositions, covenants to preserve corporate existence and comply with laws, covenants on the use of proceeds of the revolving credit facility and default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults and guarantor defaults. We were in compliance with all financial covenants at December 31, 2025.
Previous wording
In December 2017, we established a $50 million dividend reinvestment and stock purchase plan (the "DRSPP") which we renewed in December 2020 and renewed again in January 2024. Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectus for the DRSPP. During the year ended December 31, 2024, the Company issued 5,844 common shares under the DRSPP at a weighted average price of $9.15, which generated $53 thousand of proceeds. As of December 31, 2024, there was approximately $49.9 million in common shares available for issuance under the DRSPP.
Current wording
In December 2017, we established a $50 million dividend reinvestment and stock purchase plan (the "DRSPP") which we renewed in December 2020 and renewed again in January 2024. Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectus for the DRSPP. During the year ended December 31, 2025, the Company issued 7,630 common shares under the DRSPP at a weighted average price of $7.10, which generated $54 thousand of proceeds. As of December 31, 2025, there was approximately $49.9 million of common shares available for issuance under the DRSPP.
Previous wording
In January 2021, we established an "at-the-market" equity offering program (the "ATM Program") whereby, from time to time, we may publicly offer and sell our common shares having an aggregate offering price of up to $100 million by means of ordinary brokers transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions deemed to be "at-the-market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities act as sales agents under the ATM Program. The Company did not issue any shares under the ATM Program during the year ended December 31, 2024. As of December 31, 2024, there was approximately$77.5 million in common shares available for issuance under the ATM Program.
Current wording
In January 2021, we established an "at-the-market" equity offering program (the "ATM Program") whereby, from time to time, we may publicly offer and sell our common shares having an aggregate offering price of up to $100 million by means of ordinary brokers transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions deemed to be "at-the-market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The Company did not issue any common shares under the ATM Program during the year ended December 31, 2025. As of December 31, 2025, there was approximately $77.5 million of common shares available for issuance under the ATM Program.
Previous wording
Cash, cash equivalents, and restricted cash totaled $29.8 million as of December 31, 2024, a decrease of $55.9 million from December 31, 2023, primarily due to net cash provided by operating activities of $73.8 million, net cash used in investing activities of $29.2 million, and net cash used in financing activities $100.6 million.
Current wording
Cash, cash equivalents, and restricted cash totaled $32.6 million as of December 31, 2025, an increase of $2.8 million from December 31, 2024, primarily due to net cash provided by operating activities of $64.1 million, net cash provided by investing activities of $45.4 million, and net cash used in financing activities $106.7 million.
Previous wording
Net cash flows provided by operating activities decreased $2.6 million to $73.8 million in 2024 compared to $76.4 million in 2023. The decrease in cash from operating activities was primarily due to an increase in interest expense.
Current wording
Net cash flows provided by operating activities decreased $9.7 million to $64.1 million in 2025 compared to $73.8 million in 2024. The decrease in cash from operating activities was primarily due to the sale of seven hotels in 2024 and 2025.
Previous wording
Net cash flows used in investing activities increased $1.1 million to $(29.2) million in 2024 compared to $(28.1) million in 2023. For the year ended December 31, 2024, net cash flows used in investing activities of $(29.2) million consisted of $30.6 million related to capital improvements on our hotels, $43.7 million related to the acquisition of one hotel, and $0.7 million of payments of franchise application costs, partially offset by $45.9 million in net proceeds related to the sale of three hotels For the year ended December 31, 2023, net cash flows used in investing activities of $28.1 million consisted of $28.1 million related to capital improvements on our hotels.
Current wording
Net cash flows provided by (used in) investing activities increased $74.6 million to $45.4 million in 2025 compared to $(29.2) million in 2024. For the year ended December 31, 2025, net cash flows provided by investing activities of $45.4 million consisted of $24.5 million related to capital improvements on our hotels and $0.1 million of payments of franchise application costs, partially offset by $70.0 million in net proceeds related to the sale of four hotels. For the year ended December 31, 2024, net cash flows used in investing activities of $(29.2) million consisted of $30.6 million related to capital improvements on our hotels, $43.7 million related to the acquisition of one hotel, and $0.7 million of payments of franchise application costs, partially offset by $45.9 million in net proceeds related to the sale of three hotels.
Previous wording
We expect to invest approximately $25.7 million on renovations, discretionary and emergency expenditures on our existing hotels in 2025, including improvements required under any brand property improvement plan ("PIP").
Current wording
We expect to invest approximately $26.5 million on renovations, discretionary and emergency expenditures on our existing hotels in 2026, including improvements required under any brand property improvement plan ("PIP").
Previous wording
Net cash flows used in financing activities increased $92.8 million to $(100.6) million in 2024 compared to $(7.7) million in 2023. For the year ended December 31, 2024, net cash flows used in financing activities of $(100.6) million were comprised of the repayment of mortgage debt of $297.2 million, distributions to common share and unit holders of $14.4 million, distributions on preferred shares of $8.0 million, payments of financing costs of $1.1 million, and payments of offering costs on common shares of $0.3 million, partially offset by net borrowings on our revolving credit facility of $110.0 million, borrowings on our unsecured term loan of $50.0 million, and proceeds from the issuance of mortgage debt of $60.3 million. For the year ended December 31, 2023, net cash flows used in financing activities of $(7.7) million were comprised of the repayment of our construction loan of $39.3 million, principal payments on mortgage debt of $117.7 million, distributions to common share and unit holders of $14.2 million, distributions on preferred shares of $8.0 million, and payments of deferred financing costs of $1.5 million, partially offset by borrowings on our unsecured term loan of $90.0 million and proceeds from the issuance of five new mortgage loans of $82.9 million.
Current wording
Net cash flows used in financing activities increased $6.1 million to $(106.7) million in 2025 compared to $(100.6) million in 2024. For the year ended December 31, 2025, net cash flows used in financing activities of $106.7 million were comprised of net repayments on our revolving credit facility of $110.0 million, the repayment of mortgage debt of $16.0 million, payments of financing costs of $6.2 million, repurchases of common shares of $9.0 million, distributions to common share and LTIP unit holders of $17.6 million, and distributions on preferred shares of $8.0 million, partially offset by net borrowings on our unsecured term loan of $60.0 million. For the year ended December 31, 2024, net cash flows used in financing activities of $(100.6) million were comprised of the repayment of mortgage debt of $297.2 million, distributions to common share and unit holders of $14.4 million, distributions on preferred shares of $8.0 million, payments of financing costs of $1.1 million, and payments of offering costs on common shares of $0.3 million, partially offset by net borrowings on our revolving credit facility of $110.0 million, borrowings on our unsecured term loan of $50.0 million, and proceeds from the issuance of mortgage debt of $60.3 million.
Previous wording
We declared total dividends of $0.28 and $0.28 per common share and LTIP unit, respectively, for the year ended December 31, 2024, and $0.28 and $0.28 per common share and LTIP unit, respectively, for the year ended December 31, 2023. We declared total dividends of $1.65624 and $1.65624 per Series A preferred share for the years ended December 31, 2024 and 2023, respectively.
Current wording
We declared total dividends of $0.36 per common share and LTIP unit for the year ended December 31, 2025, and $0.28 per common share and LTIP unit for the year ended December 31, 2024. We declared total dividends of $1.65624 and $1.65624 per Series A preferred share for the years ended December 31, 2025 and 2024, respectively.
Previous wording
Our hotel properties are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable over management's estimated holding period.This estimated holding period incorporates management’s intent and ability to hold the hotel properties over the estimated holding period. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, management will perform an analysis to determine if the estimated undiscounted future cash flows, without interest charges, from operations and the proceeds from the ultimate disposition of a hotel property exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount, an adjustment to reduce the carrying amount to the related hotel property's estimated fair value is recorded and an impairment loss recognized. For the year ended December 31, 2024, the Company incurred an impairment loss on one hotel property (See Note 5). For the year ended December 31, 2023, the Company incurred an impairment loss on one hotel property (See Note 5). For the year ended December 31, 2022, there were no impairment losses.
Current wording
Our hotel properties are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable over management's estimated holding period. This estimated holding period incorporates management’s intent and ability to hold the hotel properties over the estimated holding period. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, management will perform an analysis to determine if the estimated undiscounted future cash flows, without interest charges, from operations and the proceeds from the ultimate disposition of a hotel property exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount, an adjustment to reduce the carrying amount to the related hotel property's estimated fair value is recorded and an impairment loss recognized. For the year ended December 31, 2025, there were no impairment losses. For the year ended December 31, 2024, the Company incurred an impairment loss on one hotel property. For the year ended December 31, 2023, the Company incurred an impairment loss on one hotel property (See Note 5).
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Travel Research reported that U.S. lodging industry RevPAR increased 0.2% in the first quarter of 2024, increased 2.5% in the second quarter of 2024, increased 0.9% in the third quarter of 2024 and increased 3.6% in the fourth quarter of 2024. We expect that in 2025, lodging industry RevPAR will continue to increase modestly.
Previous report — wording carried elsewhere
cost reimbursements from related parties included in revenues.
Previous report — wording carried elsewhere
•FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not reflect funds available to make cash distributions;
Previous report — wording carried elsewhere
•FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA do not represent cash generated from operating activities as determined by GAAP and should not be considered as alternatives to net income or loss, cash flows from operations or any other operating performance measure prescribed by GAAP. FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA and Adjusted Hotel EBITDA are not measures of our liquidity.