Chatham Lodging Trust

Previous wording

At September 30, 2025, our leverage ratio was 20.6% measured as the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost. Over the past several years, we have maintained a leverage ratio between the low 20s and the low 50s. As of September 30, 2025, we have total debt of $343.2 million at a weighted-average interest rate of approximately 6.29%.

Current wording

At March 31, 2026, our leverage ratio was 24.6% measured as the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost. Over the past several years, we have maintained a leverage ratio between the low 20s and the low 50s. As of March 31, 2026, we have total debt of $428.2 million at a weighted-average interest rate of approximately 5.84%.

Previous wording

Smith Travel Research reported that U.S. lodging industry RevPAR decreased 1.4% for the three months ended September 30, 2025, with RevPAR down 1.1% in July 2025, down 1.0% in August 2025 and down 2.1% in September 2025. RevPAR growth slowed starting in March 2025 and we believe there is relatively limited visibility toward industry performance for the remainder of 2025.

Current wording

Smith Travel Research reported that U.S. lodging industry RevPAR increased 3.8% for the three months ended March 31, 2026, with RevPAR up 0.4% in January 2026, up 4.3% in February 2026 and up 5.9% in March 2026. We expect that during the remainder of 2026, lodging industry RevPAR will continue to increase modestly.

Previous wording

Results of operations for the three months ended September 30, 2025 include the operating activities of the hotels we owned during the period. We sold one hotel located in Maitland, FL on December 6, 2024, sold one hotel located in Bloomington, MN on December 16, 2024, sold one hotel located in Brentwood, TN on January 30, 2025, sold one hotel located in Houston, TX on March 17, 2025, and sold one hotel located in Houston, TX on April 22, 2025. The changes in results described below were driven primarily by a decline in RevPAR, the sales of five hotels, and inflationary cost pressures.

Current wording

Results of operations for the three months ended March 31, 2026 include the operating activities of the hotels we owned during the period. We sold one hotel located in Brentwood, TN on January 30, 2025, sold one hotel located in Houston, TX on March 17, 2025, sold one hotel located in Houston, TX on April 22, 2025, and sold one hotel located in Billerica, MA on December 23, 2025. We acquired a portfolio of six hotels on March 3, 2026, which were located in Paducah, KY, Joplin, MO, and Effingham, IL. The changes in results described below were driven primarily by an increase in RevPAR, the sales of four hotels, the acquisition of six hotels and inflationary cost pressures.

Previous wording

Total revenue was $78.4 million for the three months ended September 30, 2025, down $8.8 million compared to total revenue of $87.2 million for the corresponding 2024 period. The decrease in total revenue primarily was related to the 2.5% decrease in same property RevPAR and the sales of five hotels. The five sold hotels contributed zero revenue during the three months ended September 30, 2025, down $7.0 million from the $7.0 million that the sold hotels 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 91.7% and 92.0% of total revenue for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Total revenue was $67.5 million for the three months ended March 31, 2026, down $1.1 million compared to total revenue of $68.6 million for the corresponding 2025 period. The decrease in total revenue primarily was related to the four sold hotels in 2025, which contributed zero revenue during the three months ended March 31, 2026, down $4.1 million from the $4.1 million that the sold hotels contributed for the corresponding 2025 period. The decrease was partially offset by the 1.0% increase in same property RevPAR and the acquisition of six hotels in 2026, which contributed $2.2 million of revenue during the three months ended March 31, 2026, up $2.2 million from the corresponding 2025 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 90.7% and 90.9% of total revenue for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Food and beverage revenue was $1.6 million for the three months ended September 30, 2025, down $0.2 million compared to $1.8 million for the corresponding 2024 period.

Current wording

Food and beverage revenue was $1.6 million for the three months ended March 31, 2026, down $0.1 million compared to $1.7 million for the corresponding 2025 period.

Previous wording

Other operating revenue is comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue. Other operating revenue was $4.6 million and $4.8 million for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Other operating revenue is comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue. Other operating revenue was $4.4 million and $4.3 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Hotel operating expenses decreased $4.2 million, or 8.7%, to $44.0 million for the three months ended September 30, 2025 from $48.2 million for the three months ended September 30, 2024. The five sold hotels contributed zero in operating expenses for the three months ended September 30, 2025, down $4.6 million from the $4.6 million that the sold hotels contributed for the corresponding 2024 period. This was partially offset by inflationary cost increases.

Current wording

Hotel operating expenses decreased $1.1 million, or 2.7%, to $40.7 million for the three months ended March 31, 2026 from $41.8 million for the three months ended March 31, 2025. The four sold hotels contributed zero in operating expenses for the three months ended March 31, 2026, down $2.9 million from the $2.9 million that the sold hotels contributed for the corresponding 2025 period. This was partially offset by the acquisition of six hotels in 2026, which contributed $1.1 million in operating expenses during the three months ended March 31, 2026, up $1.1 million from the corresponding 2025 period, and the impact of inflation.

Previous wording

Room expenses, which are the most significant component of hotel operating expenses, decreased $1.5 million from $17.0 million for the three months ended September 30, 2024 to $15.5 million for the three months ended September 30, 2025. The decrease in room expenses was related primarily to the decrease in costs from the sales of five hotels, partially offset by the increase in costs from the impact of inflation.

Current wording

Room expenses, which are the most significant component of hotel operating expenses, decreased $0.8 million from $14.8 million for the three months ended March 31, 2025 to $14.0 million for the three months ended March 31, 2026. The decrease in room expenses was related primarily to the decrease in costs from the sales of four hotels, partially offset by the increase in costs from the acquisition of six hotels and the impact of inflation.

Previous wording

The remaining hotel operating expenses decreased $2.6 million, from $31.2 million for the three months ended September 30, 2024 to $28.6 million for the three months ended September 30, 2025.

Current wording

The remaining hotel operating expenses decreased $0.3 million, from $27.0 million for the three months ended March 31, 2025 to $26.7 million for the three months ended March 31, 2026.

Previous wording

Depreciation and amortization expense was $14.7 million and $15.3 million for the three months ended September 30, 2025 and 2024, respectively. The decrease was primarily related to the sales of five hotels.

Current wording

Depreciation and amortization expense was $14.8 million and $15.0 million for the three months ended March 31, 2026 and 2025, respectively. The decrease was primarily related to the sales of four hotels in 2025 partially offset by the acquisition of six hotels in 2026.

Previous wording

Total property taxes, ground rent and insurance expenses decreased $1.2 million from $6.5 million for the three months ended September 30, 2024 to $5.3 million for the three months ended September 30, 2025. The decrease was primarily related to the sales of five hotels and successful property tax appeals at multiple hotel properties.

Current wording

Total property taxes, ground rent and insurance expenses decreased $0.5 million from $5.7 million for the three months ended March 31, 2025 to $5.2 million for the three months ended March 31, 2026. The decrease was primarily related to the sales of four hotels in 2025 and successful property tax appeals at multiple hotel properties, partially offset by the acquisition of six hotels in 2026.

Previous wording

General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of long-term incentive plan units ("LTIP units"). These expenses also include corporate operating costs, professional fees and trustees’ fees. Total general and administrative expenses (excluding amortization of share-based compensation of $1.5 million and $1.7 million for the three months ended September 30, 2025 and 2024, respectively) was $2.6 million for the three months ended September 30, 2025 versus $2.7 million for the three months ended September 30, 2024.

Current wording

General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of long-term incentive plan units ("LTIP units"). These expenses also include corporate operating costs, professional fees and trustees’ fees. Total general and administrative expenses (excluding amortization of share-based compensation of $1.5 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively) was $3.1 million for the three months ended March 31, 2026 versus $3.0 million for the three months ended March 31, 2025.

Previous wording

Interest expense decreased $2.1 million from $8.3 million for the three months ended September 30, 2024 to $6.2 million for the three months ended September 30, 2025 and is comprised of the following (dollars in thousands):

Current wording

Interest expense decreased $0.7 million from $6.9 million for the three months ended March 31, 2025 to $6.2 million for the three months ended March 31, 2026 and is comprised of the following (dollars in thousands):

Previous wording

The decrease in interest expense was due to lower debt balances during the three months ended September 30, 2025 than during the three months ended September 30, 2024.

Current wording

The decrease in interest expense was due to lower floating SOFR-based interest rates during the three months ended March 31, 2026 than during the three months ended March 31, 2025.

Previous wording

Income tax expense remained unchanged at zero for the three months ended September 30, 2025 and 2024. We are subject to income taxes based on the taxable income of our TRS Lessees at a combined federal and state tax rate of approximately 25%. The Company’s TRS continues to have cumulative three-year taxable losses and recognizes a full valuation allowance equal to 100% of the gross deferred tax assets due to the uncertainty of the TRS's ability to utilize these deferred tax assets.

Current wording

Income tax expense was $0.1 million and zero for the three months ended March 31, 2026 and 2025, respectively. We are subject to income taxes based on the taxable income of our TRS Lessees at a combined federal and state tax rate of approximately 25%. The Company’s TRS continues to have cumulative three-year taxable losses and recognizes a full valuation allowance equal to 100% of the gross deferred tax assets due to the uncertainty of the TRS's ability to utilize these deferred tax assets.

Previous wording

Net income was $3.6 million for the three months ended September 30, 2025, compared to net income of $4.3 million for the three months ended September 30, 2024. The change in net income was primarily due to the factors discussed above.

Current wording

Net loss was $(4.5) million for the three months ended March 31, 2026, compared to net income of $1.5 million for the three months ended March 31, 2025. The change in net (loss) income was primarily due to the factors discussed above.

Previous wording

The following is a reconciliation of net income (loss) to FFO and Adjusted FFO for the three and nine months ended September 30, 2025 and 2024 (in thousands, except share data):

Current wording

The following is a reconciliation of net income (loss) to FFO and Adjusted FFO for the three months ended March 31, 2026 and 2025 (in thousands, except share data):

Previous wording

The following is a reconciliation of net income (loss) to EBITDA, EBITDAre and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following is a reconciliation of net income (loss) to EBITDA, EBITDAre and Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

The following is a presentation of, and a reconciliation of net income (loss) to, Adjusted Hotel EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following is a presentation of, and a reconciliation of net income (loss) to, Adjusted Hotel EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

Cash, cash equivalents, and restricted cash totaled $21.4 million as of September 30, 2025, a decrease of $8.5 million from December 31, 2024, primarily due to net cash provided by operating activities of $51.8 million, net cash provided by investing activities of $32.4 million, and net cash used in financing activities of $92.7 million.

Current wording

Cash, cash equivalents, and restricted cash totaled $19.3 million as of March 31, 2026, a decrease of $13.3 million from December 31, 2025, primarily due to net cash provided by operating activities of $13.3 million, net cash used in investing activities of $(98.5) million, and net cash provided by financing activities of $71.8 million.

Previous wording

Net cash flows provided by investing activities increased $84.5 million to $32.4 million during the nine months ended September 30, 2025 compared to $(52.1) million during the nine months ended September 30, 2024. For the nine months ended September 30, 2025, net cash flows provided by investing activities of $32.4 million consisted of $53.0 million in net proceeds related to the sales of three hotels, partially offset by $20.4 million related to capital improvements on our hotels and $0.1 million of payments of franchise application costs. For the nine months ended September 30, 2024, net cash flows used in investing activities of $52.1 million consisted of $24.9 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 $17.2 million in net proceeds related to the sale of one hotel.

Current wording

Net cash flows used in investing activities increased $121.3 million to $98.5 million during the three months ended March 31, 2026 compared to net cash flows provided by investing activities of $22.8 million during the three months ended March 31, 2025. For the three months ended March 31, 2026, net cash flows used in investing activities of $98.5 million consisted of $6.0 million related to capital improvements on our hotels and $92.5 million related to the acquisition of six hotels. For the three months ended March 31, 2025, net cash flows provided by investing activities of $22.8 million consisted of $29.9 million in net proceeds related to the sales of two hotels, partially offset by $7.1 million related to capital improvements on our hotels.

Previous wording

We expect to invest approximately $5.7 million on renovations, discretionary and emergency expenditures on our existing hotels during the remainder of 2025, including improvements required under any brand PIP.

Current wording

We expect to invest approximately $20.5 million on renovations, discretionary and emergency expenditures on our existing hotels during the remainder of 2026, including improvements required under any brand PIP.

Previous wording

Net cash flows used in financing activities increased $27.0 million to $92.7 million during the nine months ended September 30, 2025 compared to $65.7 million during the nine months ended September 30, 2024. For the nine months ended September 30, 2025, net cash flows used in financing activities of $92.7 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 $5.9 million, repurchases of common shares of $2.0 million, distributions to common share and LTIP unit holders of $13.0 million, and distributions on preferred shares of $6.0 million, partially offset by net borrowings on our unsecured term loan of $60.0 million. For the nine months ended September 30, 2024, net cash flows used in financing activities of $65.7 million were comprised of the repayment of mortgage debt of $282.9 million, distributions to common share and unit holders of $10.8 million, distributions on preferred shares of $6.0 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 $125.0 million, borrowings on our unsecured term loan of $50.0 million, and proceeds from the issuance of mortgage debt of $60.3 million.

Current wording

Net cash flows provided by (used in) financing activities increased $103.4 million to $71.8 million during the three months ended March 31, 2026 compared to $(31.6) million during the three months ended March 31, 2025. For the three months ended March 31, 2026, net cash flows provided by financing activities of $71.8 million were comprised of net borrowings on our revolving credit facility of $85.0 million, repurchases of common shares of $6.6 million, distributions to common share and LTIP unit holders of $4.5 million and distributions on preferred shares of $2.0 million. For the three months ended March 31, 2025, net cash flows used in financing activities of $(31.6) million were comprised of the repayment of mortgage debt of $16.0 million, net repayments on our revolving credit facility of $10.0 million, distributions to common share and LTIP unit holders of $3.7 million and distributions on preferred shares of $2.0 million.

Previous wording

We declared total dividends of $ 0.27 and $ 0.21 per common share and LTIP unit for the nine months ended September 30, 2025 and 2024, respectively. We declared total dividends of $1.24218 and $1.24218 per Series A preferred share for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

We declared total dividends of $0.10 and $0.09 per common share and LTIP unit for the three months ended March 31, 2026 and 2025, respectively. We declared total dividends of $0.41406 and $0.41406 per Series A preferred share for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

At September 30, 2025, our leverage ratio was approximately 20.6% measured as the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost. Over the past several years, we have maintained a leverage ratio between the low 20s and the low 50s. At September 30, 2025, we had total debt of $343.2 million at an average interest rate of approximately 6.29%.

Current wording

At March 31, 2026, our leverage ratio was approximately 24.6% measured as the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost. Over the past several years, we have maintained a leverage ratio between the low 20s and the low 50s. At March 31, 2026, we had total debt of $428.2 million at an average interest rate of approximately 5.84%.

Previous wording

At September 30, 2025 and December 31, 2024, we had zero and $110.0 million, respectively, in outstanding borrowings under our $300.0 million revolving credit facility. We had $200.0 million and $140.0 million in outstanding borrowings under our unsecured term loan at September 30, 2025 and December 31, 2024, respectively.

Current wording

At March 31, 2026 and December 31, 2025, we had $85.0 million and zero, respectively, in outstanding borrowings under our $300.0 million revolving credit facility. We had $200.0 million and $200.0 million in outstanding borrowings under our unsecured term loan at March 31, 2026 and December 31, 2025, respectively.

Previous wording

In December 2017, we established a $50.0 million dividend reinvestment and stock purchase plan (the "DRSPP") which 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 common shares subject to certain limitations detailed in the prospectuses for the DRSPP. During the three months ended September 30, 2025, the Company issued 2,118 common shares under the DRSPP at a weighted-average price per share of $7.15, which generated $15 thousand of proceeds. During the nine months ended September 30, 2025, the Company issued 5,842 common shares under the DRSPP at a weighted-average price per share of $7.29, which generated $43 thousand of proceeds. As of September 30, 2025, there was approximately $49.9 million in common shares available for issuance under the DRSPP.

Current wording

In December 2017, we established a $50.0 million dividend reinvestment and stock purchase plan (the "DRSPP") which 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 common shares subject to certain limitations detailed in the prospectuses for the DRSPP. During the three months ended March 31, 2026, the Company issued 1,569 common shares under the DRSPP at a weighted-average price per share of $7.38, which generated $12 thousand of proceeds. As of March 31, 2026, 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 maximum offering price up to $100.0 million by means of ordinary brokers transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions that are 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 shares under the ATM Program during the three and nine months ended September 30, 2025. As of September 30, 2025, 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 maximum offering price up to $100.0 million by means of ordinary brokers transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions that are 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 shares under the ATM Program during the three months ended March 31, 2026. As of March 31, 2026, there was approximately $77.5 million of common shares available for issuance under the ATM Program.

Previous wording

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 three months ended September 30, 2025, the Company repurchased 255,213 common shares at a weighted-average price per share of $7.18 for an aggregate purchase price, including commissions, of approximately $1.8 million. During the nine months ended September 30, 2025, the Company repurchased 275,693 common shares at a weighted-average price per share of $7.17 for an aggregate purchase price, including commissions, of approximately $2.0 million. As of September 30, 2025, there was approximately $23.0 million in common shares available for repurchase under the Share Repurchase Program.

Current wording

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 three months ended March 31, 2026, the Company repurchased 904,927 common shares at a weighted-average price per share of $7.35 for an aggregate purchase price, including commissions, of approximately $6.6 million. As of March 31, 2026, there was approximately $9.4 million of common shares available for repurchase under the Share Repurchase Program.

Previous wording

Our dividend policy for common shares has been to distribute, annually, approximately 100% of our annual taxable income. During the nine months ended September 30, 2025, the Company declared total dividends on common shares of $ 0.27 per share and distributions on LTIP units of $ 0.27 per unit. We plan to pay dividends required to maintain REIT status. The amount of any dividend is determined by our Board of Trustees.

Current wording

Our dividend policy for common shares has been to distribute, annually, approximately 100% of our annual taxable income. During the three months ended March 31, 2026, the Company declared total dividends on common shares of $0.10 per share and distributions on LTIP units of $0.10 per unit. We plan to pay dividends required to maintain REIT status. The amount of any dividend is determined by our Board of Trustees.

Previous wording

Chatham declared dividends of $1.24218 per share of 6.625% Series A Cumulative Redeemable Preferred Shares during the nine months ended September 30, 2025.

Current wording

Chatham declared dividends of $0.41406 per share of 6.625% Series A Cumulative Redeemable Preferred Shares during the three months ended March 31, 2026.