Chatham Lodging Trust

The following financial statement schedule is included herein at page F-31:

Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2025

All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted.

3. Exhibits

A list of exhibits required to be filed as part of this report on Form 10-K is set forth in the Exhibit Index, which immediately follows this item and is incorporated by reference herein.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Trustees and Shareholders of Chatham Lodging Trust

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Chatham Lodging Trust and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established inInternal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established inInternal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Management Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Evaluation of Investments in Hotel Properties

As described in Notes 2 and 5 to the consolidated financial statements, as of December 31, 2025, the Company had an investment in hotel properties, net of $1.1 billion and for the year ended December 31, 2025, there were no impairment losses recorded. Management periodically reviews its hotel properties 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 and management has identified uncertainty surrounding the recoverability of the hotel property carrying value, management will perform an analysis to determine if the estimated undiscounted future cash flows, without interest charges, from operations and the estimated 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.

The principal considerations for our determination that performing procedures relating to the impairment evaluation of investments in hotel properties is a critical audit matter are the significant judgments by management when evaluating whether 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 in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence relating to management’s intent and ability to hold its hotel properties and management’s assessment of economic conditions of the Company’s hotels.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the impairment evaluation of the Company’s investments in hotel properties, including controls over management’s evaluation of whether events or changes in circumstances indicate that the carrying value of hotel properties may not be recoverable. These procedures also included, among others, testing management’s process for evaluating whether events or changes in circumstances indicate that the carrying value may not be recoverable. Testing management’s process included evaluating management’s intent and ability to hold its hotel properties over the estimated holding period, evaluating management’s assessment of economic conditions, and considering whether the assessment of economic conditions of the Company’s hotels were consistent with external industry data and evidence obtained in other areas of the audit.

/s/PricewaterhouseCoopers LLP

Miami, Florida

February 27, 2026

We have served as the Company’s auditor since 2009.

Consolidated Statements of Equity

(In thousands)

-continued-

Supplemental disclosure of non-cash investing and financing information:

On* January15,* 2026, the Company issued 61,699 shares to its independent trustees pursuant to the Company’s Equity Incentive Plan as compensation for services performed in2025. On* January15,* 2025, the Company issued 61,551 shares to its independent trustees pursuant to the Company’s Equity Incentive Plan as compensation for services performed in2024. On* January 16,*2024, the Company issued 43,670 shares to its independent trustees pursuant to the Company's Equity Incentive Plan as compensation for services performed in2023.

As of* December 31, 2025*, the Company had accrued distributions payable of $6.7 million. As of* December 31, 2024*, the Company had accrued distributions payable of $5.6 million. As of* December 31, 2023*, the Company had accrued distributions payable of $5.4 million.

Accrued share based compensation of $0.4 million, $0.6 million and $0.5 million is included in accounts payable and accrued expenses as of* December 31, 2025,*2024 and2023, respectively.

Accrued capital improvements of $2.0 million, $1.6 million and $1.3 million are included in accounts payable and accrued expenses as of* December 31, 2025*,2024, and2023 respectively.

F-7

Notes to the Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

Chatham Lodging Trust (“we,” “us” or the “Company”) was formed as a Maryland real estate investment trust on* October**26,* 2009. The Company is internally-managed and invests primarily in upscale extended-stay and premium-branded select-service hotels. The Company has elected to be treated as a real estate investment trust for federal income tax purposes ("REIT").

The Company hadno operations prior to the consummation of its initial public offering ("IPO") in* April 2010.*The net proceeds from our share offerings are contributed to Chatham Lodging, L.P., our operating partnership (the “Operating Partnership”), in exchange for partnership interests. Substantially all of the Company’s assets are held by, and all operations are conducted through, the Operating Partnership. The Company is the sole general partner of the Operating Partnership and owns 100% of the common units of limited partnership interest in the Operating Partnership ("common units"). Certain of the Company’s executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP units"), which are presented as non-controlling interests on our consolidated balance sheets.

As of* December 31, 2025*, the Company owned 33 hotels with an aggregate of 5,021 (unaudited) rooms located in 15 states and the District of Columbia (unaudited).

To qualify as a REIT, the Company cannot operate its hotels. Therefore, the Operating Partnership and its subsidiaries lease the Company's hotels to taxable REIT subsidiary lessees (“TRS Lessees”), which are wholly owned by the Company’s taxable REIT subsidiary (“TRS”) holding company. Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. Lease revenue from each TRS Lessee is eliminated in consolidation. The TRS Lessees have entered into management agreements with athird-party management company that provides day-to-day management for the hotels.

As of* December 31, 2025*, Island Hospitality Management, LLC (“IHM”), which is 100% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all of the Company’s hotels.

Basis of Presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements, in the opinion of management, include all adjustments consisting of normal, recurring adjustments which are considered necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows for the periods presented.

The consolidated financial statements include all of the accounts of the Company, the Operating Partnership (a variable interest entity) and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

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

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, restricted cash, hotel receivables, accounts payable and accrued expenses, distributions payable, mortgage debt, revolving credit facility and unsecured term loan. Due to their relatively short maturities, the carrying values reported in the consolidated balance sheets for these financial instruments approximate fair value except for mortgage debt, the revolving credit facility, the construction loan, and the unsecured term loan, the fair value of which is separately disclosed in Note6.

F-8

Investment in Hotel Properties

The Company allocates the purchase prices of hotel properties acquired as asset acquisitions based on the fair value of the acquired real estate, furniture, fixtures and equipment, identifiable intangible assets and assumed liabilities. In making estimates of fair value for purposes of allocating the purchase price, the Company utilizes a number of sources of information that are obtained in connection with the acquisition of a hotel property, including valuations performed by independentthird parties and information obtained about each hotel property resulting from pre-acquisition due diligence.

The Company’s investments in hotel properties are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally 40 years for buildings,20 years for land improvements,5 to 20 years for building improvements andone toten years for furniture, fixtures and equipment. Renovations and/or replacements at the hotel properties that improve or extend the life of the assets are capitalized and depreciated over their useful lives, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is recognized in the consolidated statements of operations.

Management periodically reviews its hotel properties 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* maycause a review include, but arenot* 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 and management has identified uncertainty surrounding the recoverability of the hotel property carrying value, management will perform an analysis to determine if the estimated undiscounted future cash flows, without interest charges, from operations and the estimated 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 wereno impairment losses. For the year ended* December 31, 2024*, the Company incurred an impairment loss onone hotel property. For the year ended* December 31, 2023*, the Company incurred an impairment loss onone hotel property (See Note5).

For properties the Company considers held for sale, depreciation and amortization areno longer recorded, and the value of the properties is recorded at the lower of depreciated cost or fair value, less the costs to sell. If circumstances arise that were previously considered unlikely, and, as a result, the Company decidesnot to sell a property previously classified as held for sale, the Company will reclassify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decisionnot to sell. The Company classifies properties as held for sale when all criteria within the Financial Accounting Standards Board's ("FASB") guidance on disposal of long-lived assets are met. As of* December 31, 2025and2024* the Company hadno hotel properties that met the criteria to be presented as held for sale.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions and short term liquid investments with an original maturity ofthree months or less. Cash balances in individual banks* may*exceed federally insurable limits.

Restricted Cash

Restricted cash represents purchase price deposits held in escrow for potential hotel acquisitions under contract, escrows and reserves for capital expenditures, and property taxes or insurance that are required pursuant to the Company’s loans. Restricted cash on the accompanying consolidated balance sheets at* December 31, 2025and2024* is $8.2 million and $9.6 million, respectively.

F-9

Hotel Receivables

Hotel receivables consist of amounts owed by guests staying in the hotels and amounts due from business and group customers. An allowance for doubtful accounts is provided and maintained at a level believed to be adequate to absorb estimated probable losses. At* December 31, 2025and2024*, the allowance for doubtful accounts was $0.3 million and $0.3 million, respectively.

Prepaid Expenses and Other Assets

The Company’s prepaid expenses and other assets consist of prepaid insurance, prepaid property taxes, deposits and hotel supplies inventory.

Deferred Costs

Deferred costs consist of franchise agreement application fees for the Company’s hotels, costs associated with potential future acquisitions and loan costs related to the Company’s senior unsecured revolving credit facility. Deferred costs consisted of the following at* December 31, 2025and2024* (in thousands):

Franchise fees are recorded at cost and amortized over a straight-line basis over the term of the franchise agreements. For the years ended* December 31, 2025,2024 and2023, amortization expense related to franchise fees of $0.2 million, $0.2 million and $0.2 million, respectively, is included in depreciation and amortization in the consolidated statements of operations. Amortization expense related to loan costs of $0.8 million, $0.7 million and $0.7 million for the years ended December 31, 2025,*2024 and2023, respectively, is included in interest expense in the consolidated statements of operations.

Mortgage Debt, net

Mortgage debt, net consists of mortgage loans on certain hotel properties less the costs associated with acquiring those loans. Mortgage debt consisted of the following at* December 31, 2025and2024* (in thousands):

Deferred financing loan costs are recorded at cost and amortized over the term of the loan applying the effective interest rate method. For the years ended* December 31, 2025,*2024 and2023, amortization expense related to mortgage loan costs of $0.2 million, $0.3 million, and $0.3 million, respectively, is included in interest expense in the consolidated statements of operations.

F-10

Unsecured Term Loan, net

Unsecured term loan, net consists of the Company's outstanding borrowings under its unsecured term loan less the costs associated with acquiring the loan. The balances as of* December 31, 2025and2024* were as follows (in thousands):

Deferred financing loan costs are recorded at cost and amortized over the term of the loan applying the effective interest rate method. For the years ended* December 31, 2025,*2024 and2023, amortization expense related to unsecured term loan costs of $0.5 million, $0.4 million, and $0.2 million, respectively, is included in interest expense in the consolidated statements of operations.

Revenue Recognition

Revenue from hotel operations is recognized when rooms are occupied and when services are provided. Revenue consists of amounts derived from hotel operations, including sales from room, meeting room, gift shop, in-room movie and other ancillary amenities. Sales, use, occupancy, and similar taxes are collected and presented on a net basis (excluded from revenue) in the accompanying consolidated statements of operations. Cash received prior to customer arrival is recorded as an advanced deposit from the customer and is recognized as revenue at the time of occupancy.

Room revenue is generated through short-term contracts with customers whereby customers agree to pay a daily rate for the right to occupy hotel rooms forone or more nights. Our performance obligations are fulfilled at the end of each night that the customers have the right to occupy the rooms. Room revenues are recognized daily at the contracted room rate in effect for each room night.

Food and beverage revenues are generated when customers purchase food and beverage at a hotel's restaurant, bar or other facilities. Our performance obligations are fulfilled at the time that food and beverage is purchased and provided to our customers.

Other revenues such as for parking, cancellation fees, meeting space or telephone services are recognized at the point in time or over the time period that the associated good or service is provided.

Share-Based Compensation

The Company measures compensation expense for the restricted share awards based upon the fair market value of its common shares at the date of grant. The Company measures compensation expense for the LTIP and Class A Performance units based upon the Monte Carlo approach using volatility, dividend yield and a risk free interest rate in the valuation. Compensation expense is recognized on a straight-line basis over the vesting period and is included in general and administrative expense in the accompanying consolidated statements of operations. The Company pays dividends on vested and non-vested restricted shares, except for performance-based shares, for which dividends on unvested shares arenot paid until those shares are vested. The Company has also issued Class A Performance LTIP units from time to time as part of its compensation practices. Prior to vesting, holders of Class A Performance LTIP Units willnot be entitled to vote their Class A Performance LTIP units. In addition, under the terms of the Class A Performance LTIP units, a holder of a Class A Performance LTIP unit will generally (i) be entitled to receive10% of the distributions made on a common unit of the Operating Partnership during the period prior to vesting of such Class A Performance LTIP unit (the “Pre-Vesting Distributions”), (ii) be entitled, upon the vesting of such Class A Performance LTIP unit, to receive a specialone-time “catch-up” distribution equal to the aggregate amount of distributions that were paid on a common unit during the period prior to vesting of such Class A Performance LTIP unit minus the aggregate amount of Pre-Vesting Distributions paid on such Class A Performance LTIP unit, and (iii) be entitled, following the vesting of such Class A Performance LTIP unit, to receive the same amount of distributions paid on a common unit of the Operating Partnership.

F-11

Earnings Per Share

Atwo class method is used to determine earnings per share. Basic earnings per share ("EPS") is computed by dividing net income (loss) available for common shareholders, adjusted for dividends on unvested share grants, by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available for common shareholders, adjusted for dividends or distributions, on unvested share grants and LTIP units, by the weighted average number of common shares outstanding plus potentially dilutive securities such as share grants or shares issuable in the event of conversion of common units.No adjustment is made for shares that are anti-dilutive during the period. The Company’s restricted share awards and LTIP units that are subject solely to time-based vesting conditions are entitled to receive dividends or distributions on the Company's common shares or the Operating Partnership's common units, respectively, if declared. In addition, dividends on the Class A Performance LTIP units are paid the equivalent of10% of the declared dividends on the Company's common shares. The rights to these dividends or distributions declared are non-forfeitable. As a result, the unvested restricted shares and LTIP units that are subject solely to time-based vesting conditions, as well as10% of the unvested Class A Performance LTIP units, qualify as participating securities requiring the allocation of earnings under thetwo-class method to calculate EPS. The percentage of earnings allocated to these participating securities is based on the proportion of the weighted average of these outstanding participating securities to the sum of the basic weighted average common shares outstanding and the weighted average of these outstanding participating securities. Basic EPS is then computed by dividing income less earnings allocable to these participating securities by the basic weighted average number of shares outstanding. Diluted EPS is computed similar to basic EPS, except the weighted average number of shares outstanding is increased to include the effect of potentially dilutive securities.

Income Taxes

The Company elected to be taxed as a REIT for federal income tax purposes. In order to qualify as a REIT under the Internal Revenue Code of1986, as amended, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least90% of its annual REIT taxable income to its shareholders (which is computed without regard to the dividends paid deduction or net capital gain and which doesnot necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally willnot be subject to federal income tax to the extent the Company distributes its REIT taxable income to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its REIT taxable income at regular corporate income tax rates and generally willnot be permitted to qualify for treatment as a REIT for federal income tax purposes for thefour taxable years following the year during which qualification is lost unless the IRS grants the Company relief under certain statutory provisions.

The Company leases its wholly owned hotels to TRS Lessees, which are wholly owned by the Company’s taxable REIT subsidiary (a “TRS”) which, in turn is wholly owned by the Operating Partnership. The TRS is subject to federal and state income taxes and the Company accounts for taxes, where applicable, in accordance with the provisions of FASB Accounting Standards Codification740 using the asset and liability method which recognizes deferred tax assets and liabilities for future tax consequences arising from differences between financial statement carrying amounts and income tax bases.

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely thannot that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely thannot that some or all of the deferred tax assets willnot be realized. The Company performs an annual review for any uncertain tax positions and, if necessary, will record the expected future tax consequences of uncertain tax positions in the consolidated financial statements.

F-12

As of* December 31, 2025*, the Company isno longer subject to U.S federal income tax examinations for years before 2022 and with few exceptions to state examinations before 2022. The Company evaluates whether a tax position of the Company is more likely thannot to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely thannot threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater thanfifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. The Company has reviewed its tax positions for open tax years and has concludedno provision for income taxes is required in the Company's consolidated financial statements as of* December 31, 2025*. Interest and penalties related to uncertain tax benefits, if any, in the future will be recognized as operating expense.

Segment Information

Management evaluates the Company's hotels as a single reportable segment as a result of aggregating multiple operating segments, because all of the Company's hotels have similar economic characteristics and provide similar services to similar types of customers (See Note15).

Recently Adopted Accounting Standards

In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09, “Improvements to Income Tax Disclosures (Topic740*),” which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes as well as additional information about reconciling items if certain quantitative thresholds are met. This ASU will require all entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. All entities are required to apply the guidance prospectively, with the option to apply it retrospectively. The Company adopted this ASU prospectively during the year ended* December**31,* 2025 (See Note7).

Recently Issued Accounting Standards

In* November 2024,the FASB issued ASU2024*-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosures in the notes of the financial statements of certain categories of expenses that are included in expense line items on the face of the income statement. This ASU is effective for annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027.Early adoption is permitted. The Company is currently evaluating the potential impact adopting ASU2024*-03 will have on the Company's consolidated financial statements and disclosures.

On* May 30, 2024,the Company acquired theHome2* Suites Phoenix Downtown ("Home2 Phoenix") hotel property in Phoenix, AZ for $43.3 million. Based on the terms of the acquisition and corresponding lease, the transaction qualifies as a finance lease for which the Company has recorded right-of-use ("ROU") assets and a lease liability (see Note12). The Company's ROU asset balance includes $0.3 million related to its lease liability and property acquisition costs of $0.1 million, which are all recorded within Investment in hotel properties, net.

The Company allocated the purchase price of each hotel property acquired based on the estimated fair values of the assets on the date of acquisition. The value of the assets acquired was primarily based on a sales comparison approach (for land) and a depreciated replacement cost approach (for building and improvements and furniture, fixtures and equipment). The sales comparison approach uses inputs of recent land sales in the respective hotel markets. The depreciated replacement cost approach uses inputs of both direct and indirect replacement costs using a nationally recognized authority on replacement cost information as well as the age, square footage and number of rooms of the respective assets.

On* December**23,* 2025, the Company sold the Homewood Suites by Hilton Boston-Billerica ("HWS Billerica") hotel property in Billerica, MA for $17.4 million and recognized a gain on sale of the hotel property of $6.5 million.

On* April**22,* 2025, the Company sold the Courtyard Houston-Medical Center ("CY Houston") hotel property in Houston, TX for $23.5 million and recognized a gain on sale of the hotel property of $0.1 million.

On* March 17, 2025,*the Company sold the Hampton Inn & Suites Houston-Medical Center ("HI Houston") hotel property in Houston, TX for $15.5 million and recognized a gain on sale of the hotel property of $1.8 million.

On* January**30,* 2025, the Company sold the Homewood Suites by Hilton Nashville-Brentwood ("HWS Brentwood") hotel property in Brentwood, TN for $15.0 million and recognized a gain on sale of the hotel property of $5.6 million.

On* December 16, 2024,*the Company sold the Homewood Suites by Hilton Minneapolis-Mall of America ("HWS Bloomington") hotel property in Bloomington, MN for $13.8 million and recognized a loss on sale of the hotel property of $0.8 million.

F-13

On* December 6, 2024,*the Company sold the Homewood Suites by Hilton Orlando-Maitland ("HWS Maitland") hotel property in Maitland, FL for $15.5 million and recognized a gain on sale of the hotel property of $6.7 million.

On* January 9, 2024,*the Company sold the Hilton Garden Inn Denver Tech Center ("HGI Denver Tech") hotel property in Denver, CO for $18.0 million and recognized a loss on sale of the hotel property of $0.2 million.

The sales didnot represent a strategic shift that had or will have a major effect on the Company's operations and financial results and didnot qualify to be reported as discontinued operations.

Investment in hotel properties, net

Investment in hotel properties, net as of* December 31, 2025and2024* consisted of the following (in thousands):

There wereno impairments recorded during the year ended* December 31, 2025*. During the year ended* December 31, 2024*, the Company recorded an impairment loss of $4.3 million on the CY Houston hotel property to write down the value of the hotel property to its estimated fair value which approximated its estimated selling price. The CY Houston hotel property was sold on* April 22, 2025.During the year ended December 31, 2023*, the Company recorded an impairment loss of $4.3 million on the HGI Denver Tech hotel property to write down the hotel property to estimated fair value which approximated its estimated selling price. The HGI Denver Tech hotel property was sold on* January 9, 2024.*

On* November 26, 2025,the Company entered into an agreement to purchase a portfolio ofsix* hotels for $92.0 million. There can beno assurance that this transaction will ultimately close.

Investment in hotel properties under development

During the year ended* December 31, 2023,the Company wrote-off $2.2 million of previous expenditures related to the development of a hotel in California that the Company decided tono* longer pursue. The write-off expense is included in other charges in the consolidated statements of operations.

F-14

The Company's mortgage loans are collateralized byfirst-mortgage liens on certain of the Company's properties. The mortgages are non-recourse except for instances of fraud or misapplication of funds. Debt consisted of the following (in thousands):

F-15

On* September25,* 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* September25,* 2029 and provides options to extend forone year. Total commitments of $500.0 million under the new Credit Facility can be increased up to $650.0 million through an accordion feature.

At* December 31, 2025and2024*, the Company had $200.0 million and $250.0 million, respectively, of outstanding borrowings under its revolving credit facility and unsecured term loan. At* December 31, 2025*, the maximum remaining borrowing availability under the combined facilities was $300.0 million.

During the year ended* December**31,* 2025, the Company repaid the maturing mortgage loan of $16.0 million on the Hampton Inn Houston hotel property. During the year ended* December 31, 2024,the Company repaid the maturing mortgage loans of $29.3 million on the Residence Inn Garden Grove hotel property, $34.9 million on the Residence Inn Mountain View hotel property, $27.6 million on the SpringHill Suites Savannah hotel property, $59.5 million on the Residence Inn Silicon Valley I hotel property, $65.0 million on the Residence Inn Silicon Valley II hotel property, $44.7 million on the Residence Inn San Mateo hotel property, $18.8 million on the Hilton Garden Inn Marina del Rey hotel property, and $14.2 million on the Homewood Suites Billerica hotel property. The Company utilized cash, borrowings under its unsecured credit facility and unsecured term loan, and proceeds from itseight* new mortgage loans to repay these loans.

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates. All of the Company's mortgage loans are fixed-rate. Rates take into consideration general market conditions, quality and estimated value of collateral and maturity of debt with similar credit terms and are classified within level3 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt as of* December 31, 2025and2024* was $154.0 million and $164.8 million, respectively.

The Company estimates the fair value of its variable rate debt by taking into account general market conditions and the estimated credit terms it could obtain for debt with a similar maturity and that is classified within level3 of the fair value hierarchy. As of* December 31, 2025*, the Company’s variable rate debt consisted of borrowings under its revolving credit facility and its unsecured term loan. The estimated fair value of the Company’s variable rate debt as of* December 31, 2025and2024* was $200.0 million and $250.0 million, respectively.

F-16

Future scheduled principal payments of debt obligations as of* December 31, 2025*, for each of the nextfive calendar years and thereafter are as follows (in thousands):

The Company recordedno income tax expense during the years ended* December 31, 2025*,2024, and2023.

The difference between income tax expense and the amount computed by applying the statutory federal income tax rate to the combined income of the Company before taxes were as follows (dollars in thousands):

(a) State taxes in California made up the majority (greater than50 percent) of the tax effect in this category.

F-17

At* December 31, 2025and2024*, the Company had valuation allowances against certain deferred tax assets totaling $19.4 million and $19.3 million, respectively. The increase in the valuation allowance was primarily from the net operating income during the year. The tax effect of each type of temporary difference and carry forward that gives rise to the deferred tax asset as of* December 31, 2025and2024* are as follows (in thousands):

As of each reporting date, the Company's management considers new evidence, both positive and negative, that could impact management's view with regard to future realization of net deferred tax assets. The Company's TRS continues to have cumulativethree-year taxable losses. As of* December 31, 2025*, the TRS continues to recognize a full valuation allowance equal to 100% of the net deferred tax assets. Management will continue to monitor the need for a valuation allowance.

The TRS has income tax NOL carryforwards for Federal and various states of approximately $73.4 million and $65.0 million, respectively. The loss carryforwards begin to expire starting in2038 for Federal tax purposes and in2031 and thereafter for state tax purposes.

Common Dividends

The Company declared total common share dividends of $0.36 per share and distributions on LTIP units of $0.36 per unit during the year ended* December 31, 2025*. The Company declared total common share dividends of $0.28 per share and distributions on LTIP units of $0.28 per unit during the year ended* December 31, 2024*. The dividends and distributions and their tax characterization for the years ended* December 31, 2025and2024* were as follows:

F-18

For the year ended* December 31, 2025*,91.01% of the distributions paid to common shareholders were considered ordinary income and 8.99% of the distributions paid to common shareholders were considered an unrecaptured Section1250 gain. For the year ended* December 31, 2024*,77.03% of the distributions paid to common shareholders were considered ordinary income and 22.97% of the distributions paid to common shareholders were considered a return of capital.

Preferred Dividends

During the years ended* December 31, 2025and2024*, the Company declared total dividends of $1.65624 and $1.65624, respectively, per share of 6.625% Series A Cumulative Redeemable Preferred Shares. The preferred dividends and their tax characterization for the years ended* December 31, 2025and2024* were as follows:

For the year ended* December 31, 2025*,91.01% of the distributions paid to preferred shareholders were considered ordinary income and 8.99% of the distributions paid to preferred shareholders were considered an unrecaptured Section1250 gain.. For the year ended* December 31, 2024*,100.0% of the distributions paid to preferred shareholders were considered ordinary income.

F-19

Common Shares

The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $0.01 par value per share ("common shares"). Each outstanding common share entitles the holder toone vote on all matters submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company's Board of Trustees. As of* December 31, 2025*,47,708,587 common shares were outstanding.

In* December 2017,the Company established a $50 million dividend reinvestment and stock purchase plan (the "DRSPP") which renewed in December 2020and renewed again in January 2024.Under the DRSPP, shareholders maypurchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders mayalso make optional cash purchases of 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.

In* January 2021,the Company established an "at-the-market" equity offering program (the "ATM Program") whereby, from time to time, the Company maypublicly offer and sell its 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 Rule415* under the Securities Act of1933, as amended. The Company didnot 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.

In* May**2025,* the Board of Trustees authorized and approved a $25.0 million share repurchase program (the "Share Repurchase Program") of common shares of the Company. Under the Share Repurchase Program, the Company has 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 the Company deems appropriate. The Share Repurchase Program hasno time limit and* maybe 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.

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares, $0.01 par value per share, inone or more series.

On* June 30, 2021,the Company issued 4,800,000 6.625% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series A Preferred Shares”), and received net proceeds of approximately $115.9 million. The Series A Preferred Shares rank senior to the Company’s common shares with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Series A Preferred Shares donot* have any maturity date and arenot subject to mandatory redemptions or sinking fund requirements. The distribution rate is 6.625% per annum of the $25.00 liquidation preference, which is equivalent to $1.65624 per annum per Series A Preferred Share. Distributions on the Series A Preferred Shares are payable quarterly in arrears with thefirst distribution on the Series A Preferred Shares paid on* October 15, 2021.The Company may**not* redeem the Series A Preferred Shares before* June 30, 2026except in limited circumstances to preserve the Company's status as a REIT for federal income tax purposes and upon the occurrence of a change of control. On and after June 30, 2026,the Company may,at its option, redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid distributions to, butnot* including, the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the Company’s common shares and the common securities of the acquiring or surviving entity arenot listed on the New York Stock Exchange, the NYSE MKT or NASDAQ, or any successor exchanges, the Company* may,at its option, redeem the Series A Preferred Shares in whole or in part within120* days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company doesnot exercise its right to redeem the Series A Preferred Shares upon a change of control, the holders of the Series A Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares based on defined formulas subject to share caps. The share cap on each Series A Preferred Share is 3.701 common shares. As of* December 31, 2025*,4,800,000 Series A Preferred Shares were issued and outstanding. During the year ended* December 31, 2025*, the Company paid preferred share dividends of $8.0 million.

Operating Partnership Units

Holders of common units in the Operating Partnership, if and when issued, will have certain redemption rights, which will enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or for the Company’s common shares on aone-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of limited partners or shareholders. During the year ended* December 31, 2025*, the Company issued 33,396 of common shares in exchange for outstanding LTIP units on aone-for-one basis. As of* December 31, 2025*, there were 2,191,510 vested Operating Partnership LTIP units held by current and former employees.

F-20

Thetwo class method is used to determine earnings per share because unvested restricted shares and unvested LTIP units are considered to be participating shares. The LTIP units held by the non-controlling interest holders, which* maybe converted to common shares of beneficial interest, have been excluded from the denominator of the diluted earnings per share calculation as there would beno* effect on the amounts since limited partners' share of income or loss would also be added back to net income or loss. Unvested restricted shares, unvested long-term incentive plan units and unvested Class A Performance LTIP units that could potentially dilute basic earnings per share in the future wouldnot be included in the computation of diluted loss per share for the periods where a loss has been recorded, because they would have been anti-dilutive for the periods presented. For the years ended* December 31, 2025,*2024 and2023, the Company excluded zero,414,635, and 157,641, respectively, of unvested shares and units as their effect would have been anti-dilutive.

The following is a reconciliation of the amounts used in calculating basic and diluted net income per share (in thousands, except share and per share data):

F-21

The Company maintains its Equity Incentive Plan to attract and retain independent trustees, executive officers and other key employees. The plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units, and other equity-based awards. The plan was amended on* May 6, 2025to increase the maximum number of shares available under the plan by 2,150,000 shares and to increase the individual grant limit with respect to performance units. The plan has a 10-year term that expires on March 22, 2032.Share awards under the plan generally vest over three tofive years, though compensation for the Company’s independent trustees includes share grants that vest immediately. The Company pays dividends on unvested shares and units, except for performance-based units, for which 10% of dividends on unvested performance-based units are paid and the remaining 90% of dividends are accrued andnot* paid until those units vest. Certain awards* mayprovide for accelerated vesting if there is a change in control. As of December 31, 2025*, there were 2,271,462 common shares available for issuance under the Equity Incentive Plan.

Restricted Share Awards

From time to time, the Company* may*award restricted shares under the Equity Incentive Plan as compensation to officers, employees and non-employee trustees. The Company recognizes compensation expense for the restricted shares on a straight-line basis over the vesting period based on the fair market value of the shares on the date of issuance.

A summary of the Company’s restricted share awards for the years ended* December 31, 2025,*2024 and2023 is as follows:

As of* December 31, 2025and2024*, there were $60 thousand and $33 thousand, respectively, of unrecognized compensation costs related to restricted share awards. As of* December 31, 2025*, these costs were expected to be recognized over a weighted–average period of approximately 1.9 years. For the years ended* December 31, 2025,*2024 and2023, the Company recognized approximately $38 thousand, $42 thousand and $47 thousand, respectively, of expense related to the restricted share awards. This expense is included in general and administrative expenses in the accompanying consolidated statements of operations.

Long-Term Incentive Plan Awards

LTIP units are a special class of partnership interests in the Operating Partnership which* maybe issued to eligible participants for the performance of services to or for the benefit of the Company. Under the Equity Incentive Plan, each LTIP unit issued is deemed equivalent to an award ofone* common share thereby reducing the number of shares available for other equity awards on aone-for-one basis.

A summary of the Company's LTIP unit awards for the years ended* December 31, 2025,*2024 and2023 is as follows:

F-22

Time-Based LTIP Awards

On* March 1,*2025, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 253,722 time-based awards (the “2025 Time-Based LTIP Unit Award”). The grants were made pursuant to award agreements that provide for time-based vesting (the "LTIP Unit Time-Based Vesting Agreement").

Time-Based LTIP Unit Awards will vest ratably provided that the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Prior to vesting, a holder is entitled to receive distributions on the LTIP units that comprise the2025 Time-Based LTIP Unit Awards and the prior year LTIP unit awards set forth in the table above.

Performance-Based LTIP Awards

On* March 1,2025, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, also granted 380,571 performance-based awards (the "2025 Performance-Based LTIP Unit Awards"). The grants were made pursuant to award agreements that have market based vesting conditions. The Performance-Based LTIP Unit Awards are comprised of Class A Performance LTIP units that will vest only if and to the extent that (i) the Company achieves certain long-term market based TSR criteria established by the Compensation Committee and (ii) the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Compensation expense is based on an estimated value of $9.37 per2025 Performance-Based LTIP Unit Award, which takes into account that the number of units that ultimately mayvest will depend on the achievement of long-term market-based TSR criteria. The2025* Performance-Based LTIP Unit Awards have an absolute negative TSR modifier which* may*reduce payout percentages if the absolute TSR over the measurement period is negative.

The2025 Performance-Based LTIP Unit Awards* maybe earned based on the Company's relative TSR performance for thethree-year period beginning on March 1,2025 and ending on February**29,* 2028. The2025 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 200% of target value as follows:

Payouts at performance levels in between the hurdles will be calculated by straight-line interpolation.

The Company estimated the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC718, excluding the effect of estimated forfeitures, using the Monte Carlo Approach. In determining the discounted value of the LTIP units, the Company considered the inherent uncertainty that the LTIP units would never reach parity with the other common units of the Operating Partnership and thus have an economic value ofzero to the grantee. Additional factors considered in estimating the value of the LTIP units included discounts for illiquidity; expectations for future dividends; risk free interest rates; stock volatility; and economic environment and market conditions.

F-23

The grant date fair value of the LTIPs and the assumptions used to estimate the values are as follows:

(1) In* February 2023,*following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period,234,361 LTIP units vested.

(2) In* February 2024,*following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period,170,173 LTIP units vested.

(3) In* February 2025,*following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period,142,905 LTIP units vested.

The Company recorded $5.7 million, $5.8 million and $5.6 million in compensation expense related to the LTIP units for years ended* December 31, 2025,2024 and2023, respectively. As of December 31, 2025and2024*, there was $6.5 million and $6.8 million, respectively, of total unrecognized compensation cost related to LTIP units. This cost is expected to be recognized over approximately 1.7 years, which represents the weighted average remaining vesting period of the LTIP units.

Board of Trustee Share Compensation

For2025,2024 and2023, each independent trustee was compensated $135 thousand, $135 thousand, and $120 thousand, respectively, for their services. Each trustee* mayelect to receive up to 100% of their compensation in the form of shares, but must receive at least 59% in the form of shares. In January**2025*,2024 and2023, the Company issued 61,551,43,670 and 43,378 common shares, respectively, to its independent trustees as compensation for services performed in2024,2023 and2022, respectively. The quantity of shares was calculated based on the average of the closing price for the Company’s common shares on the NYSE for the lastten trading days preceding the reporting date. On* January 15,*2026, the Company distributed 61,699 common shares to its independent trustees for services performed in2025.

F-24

The Company is the lessee under ground, air rights, garage and office lease agreements for certain of its properties. The Company's leases are classified as operating or finance leases. The Company recognizes a ROU asset and lease liability at the estimated present value of the minimum lease payments over the lease term. The leases typically provide multi-year renewal options to extend term as lessee at the Company's option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised.

In calculating the Company's lease obligations under the various leases, the Company uses discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment. Lease obligations are based on contractually required cash payments while lease expense is recognized on a straight-line basis for its operating leases and as interest expense on the lease liability for its finance lease.

Operating Leases

The Residence Inn San Diego Gaslamp hotel property is subject to a ground lease with an expiration of* January**31,* 2065 with an extension option by the Company of up tothree additional terms often years each. Monthly payments are currently $49 thousand per month and increase 10% every 5 years. The hotel is subject to supplemental rent payments annually calculated as 5% of gross revenues during the applicable lease year, minus12 times the monthly base rent scheduled for the lease year.

The Residence Inn New Rochelle hotel is subject to an air rights lease and garage lease that each expires on* December**1,* 2104. The lease agreements with the City of New Rochelle cover the space above the parking garage that is occupied by the hotel as well as 128 parking spaces in a parking garage that is attached to the hotel. The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund the cost of capital repairs. Aggregate rent for2025 under these leases amounted to $31 thousand per quarter.

The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration of* December 31, 2067.*Minimum monthly payments are currently $47 thousand per month and a percentage rent payment less the minimum rent is due in arrears equal to 5% to 25% of gross income based on the type of income.

The Company entered into a corporate office lease in* September 2015.The lease is for a term of 11 years and includes a 12-month rent abatement period and certain tenant improvement allowances. The Company has a renewal option of up totwo* successive terms of 5 years each. On* June 1, 2023,the Company executed an amendment to the 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. The partial termination of this lease required the Company to apply ASC842* and remeasure the right of use asset and lease liability and recognize those adjustments in the consolidated statements of operations. During the year ended* December 31, 2023,*the Company recognized a gain from partial lease termination of approximately $0.2 million as a result of this partial termination. The Company shares the space with a related party and is reimbursed for the pro-rata share of rentable space occupied by the related party.

The Company entered into a new 10-year corporate office lease in* May 2024,which was subsequently amended in September 2024,that will commence when the Company takes possession of the space for leasehold improvements, on or before September 1, 2026.*Annual base rent will range from $0.6 million to $0.7 million over the term of the lease. The new office space will be shared with a related party and the Company will be reimbursed for the pro-rata share of rentable space that will be occupied by the related party.

For the year ended* December 31, 2025*, the Company made $1.3 million of fixed lease payments and $0.7 million of variable lease payments related to hotel ground leases, which are included in property taxes, ground rent and insurance in our consolidated statements of operations. For the year ended* December 31, 2025*, the Company made $0.7 million of fixed lease payments related to its corporate office lease, which are included in general and administrative expense in our consolidated statements of operations.

Finance Leases

TheHome2 Phoenix hotel property is subject to a Government Property Lease Excise Tax ("GPLET") agreement with the City of Phoenix. As part of the agreement, title of the hotel property was conveyed to the City of Phoenix and leased back to the Company for a term of 8 years with fixed annual rent payments ranging from $26 thousand to $81 thousand. Title of the hotel property will be re-conveyed to the Company atno cost at the expiration of the 8-year lease term. The GPLET agreement can be terminated by the Company at any time for a fee of $0.1 million and title of the hotel property would be re-conveyed back to the Company.

TheHome2 Phoenix ROU assets are recorded as finance lease assets within Investment in hotel properties, net and the lease liability is recorded within Lease liability in the Company’s consolidated balance sheet. Expenses related to the finance lease are included in depreciation and amortization and interest expense, in the Company’s consolidated statements of operations.

F-25

The following tables include information regarding the ROU assets and lease liabilities of the Company as of* December 31, 2025* and2024 (in thousands):

The following table includes information regarding the Company's total minimum lease payments for which it is the lessee, as of* December 31, 2025*, for each of the nextfive calendar years and thereafter (in thousands):

F-26

Litigation

The Company is subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of its hotels, its managers and other Company matters. While it isnot possible to ascertain the ultimate outcome of such matters, the Company believes that the aggregate identifiable amount of such liabilities, if any, willnot have a material adverse impact on its financial condition or results of operations.

Management Agreements

The management agreements with IHM have an initial term offive years and automatically renew fortwo five-year periods unless IHM provides written notice to usno later than90 days prior to the then current term's expiration date of their intentnot to renew. The IHM management agreements provide for early termination at the Company’s option upon sale of any IHM-managed hotel forno termination fee, withsix months advance notice. The IHM management agreements* may*be terminated for cause, including the failure of the managed hotel to meet specified performance levels. Base management fees are calculated as a percentage of the hotel's gross room revenue. If certain financial thresholds are met or exceeded, an incentive management fee is calculated as 10% of the hotel's net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation.

Management fees totaled approximately $9.9 million, $10.7 million and $10.6 million for the years ended* December 31, 2025,2024 and2023, respectively. Incentive management fees paid to IHM for the years ended years ended December 31, 2025,*2024 and2023 were $0.1 million, $0.2 million and $0.2 million, respectively.

As of* December 31, 2025*, certain key terms of the Company's management agreements are (dollars arenot in thousands):

F-27

Franchise Agreements

The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue. Franchise and marketing/program fees totaled approximately $23.6 million, $25.4 million and $24.9 million for the years ended* December 31, 2025,2024 and2023, respectively. The initial terms of the agreements range from 10 to 30 years with the weighted-average expiration being September**2036.*

As of* December 31, 2025*, certain key terms of the Company's franchise agreements are:

F-28

As of* December 31, 2025*, Mr. Fisher owns 100% of IHM. As of* December 31, 2025*, the Company had hotel management agreements with IHM to manage all33 of its hotels. Hotel management, revenue management and accounting fees accrued or paid to IHM for the hotels owned by the Company for the years ended* December 31, 2025,2024 and2023 were $9.9 million, $10.7 million and $10.6 million, respectively. At December 31, 2025and2024*, the amounts due to IHM were $0.2 million and $0.5 million, respectively. Incentive management fees paid to IHM by the Company for the years ended* December 31, 2025,*2024 and2023 were $0.1 million, $0.2 million and $0.2 million, respectively.

Cost reimbursements from related parties revenue represent reimbursements of costs incurred on behalf of IHM. These costs relate primarily to office expenses shared with IHM. Various shared office expenses and rent are paid by the Company and allocated to IHM based on the amount of square footage occupied by each entity. As the Company records cost reimbursements based upon costs incurred withno added markup, the revenue and related expense hasno impact on the Company’s operating income or net income. Cost reimbursements are recorded based upon the occurrence of a reimbursed activity.

Management evaluates the Company's hotels as asingle reportable segment as a result of aggregating multiple operating segments, because all of the Company's hotels have similar economic characteristics and provide similar services to similar types of customers. Our single reportable segment comprises the structure used by our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, who collectively have been determined to be our Chief Operating Decision Maker ("CODM"), to make key operating decisions and assess performance. Our CODM evaluates our single reportable segment's operating performance based on individual hotel property net income (loss) before interest expense, income tax expense, depreciation and amortization, corporate general and administrative expense, impairment loss, loss on early extinguishment of debt, other charges, interest and other income, and gains or losses on sales of hotel properties ("Adjusted Hotel EBITDA"). Our single reportable segment's assets are consistent with total assets included in the Company's consolidated balance sheets.

The following table includes revenue, significant hotel operating expenses, and Adjusted Hotel EBITDA for the Company’s hotels, reconciled to Net income (in thousands):

(1) The difference between total hotel property level revenue and total revenue on the consolidated statements of operations is due to reimbursable costs from related parties of $1.1 million, $1.1 million, and $1.3 million for the years ended* December 31, 2025,*2024 and2023, respectively.

F-29

In* Januaryand February 2026,*the Company repurchased 517,254 common shares at a weighted-average price per share of $6.99 under its Share Repurchase Program for an aggregate purchase price of approximately $3.6 million.

F-30

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

*** December 31, 2025***

(in thousands)

• continued -

F-31

(1) Depreciation is computed based upon the following estimated useful lives:

• continued -

F-32

Notes:

(a) The change in total cost of real estate assets for the year ended is as follows:

(b) The change in accumulated depreciation and amortization of real estate assets for the year ended is as follows:

(c) The aggregate cost of properties for federal income tax purposes (in thousands) is approximately $1,482,197 as of December 31, 2025.