Pebblebrook Hotel Trust

Previous wording

•risks associated with the hotel industry, including competition; changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S.; increases in employment costs, energy costs and other operating costs; and decreases in demand caused by events beyond our control, including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;

Current wording

•risks associated with the hotel industry, including competition; changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S.; increases in employment costs, energy costs or other operating costs; and decreases in demand caused by events beyond our control, including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;

Previous wording

•world events impacting the ability or desire of people to travel;

Current wording

•world events impacting the ability or desire of people to travel may lead to a decline in demand for hotels;

Previous wording

During the nine months ended September 30, 2025, we had the following transactions and events:

Current wording

During the three months ended March 31, 2026, we had the following transactions and events:

Previous wording

•We repurchased 5,623,656 common shares for an aggregate purchase price of $64.3 million, or an average of $11.44 per share, under our common share repurchase program.

Current wording

•We repurchased 405,821 common shares for an aggregate purchase price of $4.9 million, or an average of $12.12 per share, under our common share repurchase program.

Previous wording

The following table represents the key same-property hotel operating statistics for our hotels for the three and nine months ended September 30, 2025 and 2024:

Current wording

The following table represents the key same-property hotel operating statistics for our hotels for the three months ended March 31, 2026 and 2025:

Previous wording

Adjusted FFO is defined as FFO, as adjusted for transaction costs, non-cash ground rent on operating and capital leases, management/franchise contract transition costs, interest expense adjustment for acquired liabilities, finance lease adjustment, non-cash amortization of acquired intangibles, gain on insurance settlement, early extinguishment of debt, amortization of share-based compensation expense, issuance costs of redeemed preferred shares, repurchase of preferred shares, hurricane-related costs, non-cash interest expense and deferred tax asset provision (benefit). We believe Adjusted FFO provides useful supplemental information regarding our ongoing operating performance.

Current wording

Adjusted FFO is defined as FFO, as adjusted for transaction costs, non-cash ground rent on operating and finance lease liabilities, management/franchise contract transition costs, interest expense adjustment for acquired liabilities, finance lease adjustment, non-cash amortization of acquired intangibles, gain on insurance settlement, early extinguishment of debt, amortization of share-based compensation expense, issuance costs of redeemed preferred shares, hurricane-related costs, non-cash interest expense, unrealized loss on investment and deferred tax asset provision (benefit). We believe Adjusted FFO provides useful supplemental information regarding our ongoing operating performance.

Previous wording

The following table reconciles net income (loss) to FFO, FFO available to common share and unit holders and Adjusted FFO available to common share and unit holders for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following table reconciles net income (loss) to FFO, FFO available to common share and unit holders and Adjusted FFO available to common share and unit holders for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We calculate EBITDAre in accordance with standards established by Nareit. EBITDAre is defined as EBITDA as adjusted for gain on sale of hotel properties and impairment loss. Adjusted EBITDAre is defined as EBITDAre, as adjusted for transaction costs, non-cash ground rent on operating and capital leases, management/franchise contract transition costs, non-cash amortization of acquired intangibles, gain on insurance settlement, amortization of share-based compensation expense and hurricane-related costs. Hotel EBITDA is defined as Adjusted EBITDAre plus corporate general and administrative expenses less interest income, business interruption insurance income and other. We believe that EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

Current wording

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We calculate EBITDAre in accordance with standards established by Nareit. EBITDAre is defined as EBITDA as adjusted for gain on sale of hotel properties and impairment loss. Adjusted EBITDAre is defined as EBITDAre, as adjusted for transaction costs, non-cash ground rent on operating and finance lease liabilities, management/franchise contract transition costs, non-cash amortization of acquired intangibles, gain on insurance settlement, amortization of share-based compensation expense, unrealized loss on investment and hurricane-related costs. Hotel EBITDA is defined as Adjusted EBITDAre plus corporate general and administrative expenses less interest income, business interruption insurance income and other. We believe that EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

Previous wording

The following table reconciles net income (loss) to EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following table reconciles net income (loss) to EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

At September 30, 2025 and 2024, our consolidated financial statements included the operations of 46 hotel properties, which have been included in our results of operations during the respective periods since their dates of acquisition or through their dates of disposition. Based on when a property was acquired or disposed of, operating results for certain properties are not comparable for the three and nine months ended September 30, 2025 and 2024. As there were no properties acquired or disposed in 2025 or 2024, there were no "non-comparable properties" for the periods indicated.

Current wording

At March 31, 2026 and 2025, our consolidated financial statements included the operations of 44 and 46 hotel properties, respectively, which have been included in our results of operations during the respective periods since their dates of acquisition or through their dates of disposition. Based on when a property was acquired or disposed of, operating results for certain properties are not comparable for the three months ended March 31, 2026 and 2025. The properties listed in the table below are hereinafter referred to as "non-comparable properties" and all other properties are referred to as "comparable properties".

Previous wording

Real estate taxes, personal property taxes, property insurance and ground rent —Real estate taxes, personal property taxes, property insurance and ground rent increased by $10.0 million primarily due to an increase in real estate tax assessments in 2025 and lower property taxes in 2024 on several California properties as a result of the successful settlement of appeals from previous years.

Current wording

Real estate taxes, personal property taxes, property insurance and ground rent —Real estate taxes, personal property taxes, property insurance and ground rent decreased by $0.5 million primarily due to a decrease in real estate tax on non-comparable properties, partially offset by higher percentage ground rent as a result of higher revenues at properties subject to ground leases.

Previous wording

General and administrative —General and administrative expenses increased by $1.9 million primarily due to an increase in legal costs in 2025. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.

Current wording

General and administrative —General and administrative expenses decreased by $1.2 million primarily due to a decrease in non-cash compensation expense. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.

Previous wording

Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

Our primary sources of liquidity are cash provided by our operations, borrowings under our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our primary cash requirements in the short term (i.e., those requiring cash on or before September 30, 2026) will be to fund property lease obligations, interest and current principal on debt, capital improvements, dividends on common and preferred shares, and working capital of our property operations. We believe our cash and cash equivalents, restricted cash and the amount available on our senior unsecured revolving credit facility, which totaled $874.2 million as of September 30, 2025, along with cash generated from ongoing operations will be sufficient to satisfy our short-term cash requirements. As of September 30, 2025, we had no off-balance sheet arrangements.

Current wording

Our primary sources of liquidity are cash provided by our operations, borrowings under our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our primary cash requirements in the short term (i.e., those requiring cash on or before March 31, 2027) will be to fund property lease obligations, interest and current principal on debt, capital improvements, dividends on common and preferred shares, and working capital of our property operations. We believe our cash and cash equivalents, restricted cash and the amount available on our senior unsecured revolving credit facility, which totaled $845.8 million as of March 31, 2026, along with cash generated from ongoing operations will be sufficient to satisfy our short-term cash requirements. As of March 31, 2026, we had no off-balance sheet arrangements.

Previous wording

Our outstanding debt consisted of floating- and fixed-rate unsecured term loans, convertible senior notes, unsecured senior notes and mortgage loans with varying maturities. Our total debt had an aggregate face value of $2.3 billion as of September 30, 2025, as summarized below:

Current wording

Our outstanding debt consisted of floating- and fixed-rate unsecured term loans, convertible senior notes, unsecured senior notes and a mortgage loan with varying maturities. Our total debt had an aggregate face value of $2.1 billion as of March 31, 2026, as summarized below:

Previous wording

We have the option to extend certain of our current debt maturities with the payment of extension fees. Assuming we exercise all extension options available in our debt agreements, we expect that future principal and interest payments associated with our remaining debt obligations outstanding as of September 30, 2025 will be $2.6 billion through their maturity, with $19.3 million of principal and $99.9 million of interest payable on or before September 30, 2026. We intend to pay amounts due with available cash, borrowings under our revolving credit facility, proceeds from property sales and/or to refinance amounts due with long-term debt.

Current wording

We expect that future principal and interest payments associated with our remaining debt obligations outstanding as of March 31, 2026 will be $2.4 billion through their maturity, with $352.2 million of principal and $88.1 million of interest payable on or before March 31, 2027. We intend to pay amounts due with available cash, borrowings under our revolving credit facility or proceeds from property sales or to refinance amounts due with long-term debt.

Previous wording

We are in compliance with all covenants governing our existing credit facilities, term loans, senior note facilities and mortgage loans.

Current wording

We are in compliance with all covenants governing our existing credit facilities, term loans, senior note facilities and mortgage loan.

Previous wording

Our mortgage loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions may be triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. As of September 30, 2025, none of the mortgage loans were in a cash trap.

Current wording

Our mortgage loan contains customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions may be triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. As of March 31, 2026, the mortgage loan was not in a cash trap.

Previous wording

Our properties that are subject to long-term operating or finance leases, as noted in Note 11. Commitments and Contingencies to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases.

Current wording

Our properties that are subject to hotel, ground or finance leases, as noted in Note 11. Commitments and Contingencies to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases.

Previous wording

Future fixed minimum payments associated with our long-term operating and finance leases total $1.8 billion as of September 30, 2025, with $23.3 million payable on or before September 30, 2026.

Current wording

Future fixed minimum payments associated with our hotel, ground and finance leases total $1.9 billion as of March 31, 2026, with $25.0 million payable on or before March 31, 2027.

Previous wording

As of September 30, 2025, we had $1.8 million of outstanding purchase commitments, all of which will be paid on or before September 30, 2026. These purchase commitments represent outstanding purchase orders and contracts that have been executed for capital and renovation projects at our properties. See Capital Investments for discussion on planned capital investments.

Current wording

As of March 31, 2026, we had $0.7 million of outstanding purchase commitments, all of which will be paid on or before March 31, 2027. These purchase commitments represent outstanding purchase orders and contracts that have been executed for capital and renovation projects at our properties. See Capital Investments (below) for discussion on planned capital investments.

Previous wording

We expect to pay aggregate annual dividends and distributions of approximately $47.1 million on our outstanding Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares and Series Z Cumulative Perpetual Preferred Units on or before September 30, 2026 and in future years until the shares/units are redeemed. For further discussion on our preferred shares and preferred units, see Note 7. Equity to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

We expect to pay aggregate annual dividends and distributions of approximately $46.4 million on our outstanding Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares and Series Z Cumulative Perpetual Preferred Units on or before March 31, 2027 and in future years until the shares/units are redeemed. For further discussion on our preferred shares and preferred units, see Note 7. Equity to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Previous wording

Operating Activities. Our net cash provided by operating activities was $218.5 million for the nine months ended September 30, 2025 and $205.8 million for the nine months ended September 30, 2024. Fluctuations in our net cash provided by (used in) operating activities are primarily the result of changes in hotel revenues, operating cash requirements and corporate expenses.

Current wording

Operating Activities. Our net cash provided by operating activities was $84.1 million for the three months ended March 31, 2026 and $50.3 million for the three months ended March 31, 2025. Fluctuations in our net cash provided by (used in) operating activities are primarily the result of changes in hotel revenues, operating cash requirements and corporate expenses.

Previous wording

Investing Activities. Our net cash used in investing activities was $66.0 million for the nine months ended September 30, 2025 and $79.9 million for the nine months ended September 30, 2024. Fluctuations in our net cash provided by (used in) investing activities are primarily the result of capital improvements and additions to our properties.

Current wording

Investing Activities. Our net cash used in investing activities was $9.0 million for the three months ended March 31, 2026 and $20.9 million for the three months ended March 31, 2025. Fluctuations in our net cash provided by (used in) investing activities are primarily the result of capital improvements and additions to our properties.

Previous wording

•During the nine months ended September 30, 2025, we invested $70.7 million in improvements to our hotel properties and received $5.3 million in property insurance proceeds.

Current wording

•During the three months ended March 31, 2026, we invested $11.9 million in improvements to our hotel properties and received $3.2 million in property insurance proceeds.

Previous wording

•During the nine months ended September 30, 2024, we invested $100.9 million in improvements to our hotel properties and received $21.7 million in property insurance proceeds.

Current wording

•During the three months ended March 31, 2025, we invested $20.7 million in improvements to our hotel properties.

Previous wording

Financing Activities. Our net cash used in financing activities was $138.0 million for the nine months ended September 30, 2025 and $175.3 million for the nine months ended September 30, 2024. Fluctuations in our net cash provided by (used in) financing activities are primarily the result of our issuance and repurchase of debt and equity securities and distributions paid on our preferred and common shares.

Current wording

Financing Activities. Our net cash used in financing activities was $66.7 million for the three months ended March 31, 2026 and $28.9 million for the three months ended March 31, 2025. Fluctuations in our net cash provided by (used in) financing activities are primarily the result of our issuance and repurchase of debt and equity securities and distributions paid on our preferred and common shares.

Previous wording

•During the nine months ended September 30, 2024, we repaid $111.4 million of debt, repurchased $16.9 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards, paid $6.4 million in deferred financing costs and paid $39.0 million in preferred and common distributions.

Current wording

•During the three months ended March 31, 2026, we borrowed $360.0 million and repaid $400.8 million of debt, repurchased $5.9 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards, paid $6.6 million in deferred financing costs and paid $12.7 million in preferred and common distributions.

Previous wording

•During the nine months ended September 30, 2025, we issued $400.0 million of debt, repaid $393.6 million of debt, purchased $27.2 million of capped calls, repurchased $65.6 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards, paid $10.3 million in deferred financing costs and paid $39.0 million in preferred and common distributions.

Current wording

•During the three months ended March 31, 2025, we repaid $0.5 million of debt, repurchased $14.6 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards and paid $13.0 million in preferred and common distributions.

Previous wording

Depending on market conditions, and in some instances subject to approval from governmental authorities, we expect to invest a total of $65.0 million to $75.0 million in capital investments in 2025, which includes normal hotel capital refurbishments and repositioning projects at Hyatt Centric Delfina Santa Monica, Paradise Point Resort & Spa, Chaminade Resort & Spa and The Westin Copley Place, Boston and excludes capital expenditures related to the repair and remediation of LaPlaya Beach Resort & Club.

Current wording

Depending on market conditions, and in some instances subject to approval from governmental authorities, we expect to invest a total of $65.0 million to $75.0 million in capital investments in 2026, which includes normal hotel capital refurbishments and repositioning projects at Paradise Point Resort & Spa and Chaminade Resort & Spa.

Previous wording

Common Share Repurchase Programs and Preferred Share Repurchase Program

Current wording

Common Share Repurchase Program and Preferred Share Repurchase Program

Previous wording

On February 17, 2023, our Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. Repurchased common shares cease to be outstanding and become authorized but unissued common shares.

Current wording

On October 21, 2025, our Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. Common shares repurchased by us cease to be outstanding and become authorized but unissued common shares.

Previous wording

During the nine months ended September 30, 2025, we repurchased 5,623,656 common shares for an aggregate purchase price of $64.3 million, or an average of approximately $11.44 per share. As of September 30, 2025, $66.6 million of common shares remained available for repurchase under the program.

Current wording

During the three months ended March 31, 2026, we repurchased 405,821 common shares for an aggregate purchase price of $4.9 million, or an average of approximately $12.12 per share. As of March 31, 2026, $145.1 million of common shares remained available for repurchase under this program.

Previous wording

During the nine months ended September 30, 2025, we repurchased 57,843 preferred shares an aggregate purchase price of $1.1 million, or an average of approximately $18.38 per share. As of September 30, 2025, $83.1 million of preferred shares remained available for repurchase under the program.

Current wording

During the three months ended March 31, 2026, no preferred shares were repurchased. As of March 31, 2026, $74.1 million of preferred shares remained available for repurchase under this program.

Previous wording

Demand in the lodging industry is affected by recurring seasonal patterns which are greatly influenced by overall economic cycles, geographic locations, weather and customer mix at the hotels. Generally, our hotels have lower revenue, operating income and cash flow in the first quarter of each year and higher revenue, operating income and cash flow in the third quarter of each year.

Current wording

Demand in the lodging industry is affected by recurring seasonal patterns which are greatly influenced by overall economic cycles, geographic locations, weather and customer mix at the hotels. Generally, our hotels have lower revenue, operating income and cash flow in the first and fourth quarters of each year and higher revenue, operating income and cash flow in the second and third quarters of each year.

Previous wording

As of September 30, 2025, we have interest rate swap agreements with an aggregate notional amount of $955.0 million to hedge variable interest rates on our unsecured term loans and Margaritaville Hollywood Beach Resort's mortgage loan. We have designated these pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. For a further discussion of our derivative instruments, see Note 5. Debt to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Current wording

As of March 31, 2026, we have interest rate swap agreements with an aggregate notional amount of $865.0 million to hedge variable interest rates on our unsecured term loans. We have designated these pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. For a further discussion of our derivative instruments, see Note 5. Debt to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.