Pebblebrook Hotel Trust

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

PEB$21.12+1.5%Stored close · as of Nov 6, 2026

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Contents

Item 1. Financial Statements

Pebblebrook Hotel TrustConsolidated Balance Sheets(in thousands, except share and per-share data)
	September 30, 2026	December 31, 2025
(Unaudited)
ASSETS
Investment in hotel properties, net	$4,767,037	$5,023,457
Hotel held for sale	9,907	—
Cash and cash equivalents	287,510	184,185
Restricted cash	10,355	12,018
Hotel receivables (net of allowance for doubtful accounts of $303 and $241, respectively)	43,134	34,184
Prepaid expenses and other assets	85,569	94,330
Total assets	$5,203,512	$5,348,174
LIABILITIES AND EQUITY
Debt, net	$2,081,769	$2,124,092
Accounts payable, accrued expenses and other liabilities	228,197	199,631
Lease liabilities - operating leases	335,726	333,068
Deferred revenues	102,770	104,900
Accrued interest	19,325	12,106
Liabilities related to hotel held for sale	638	—
Distribution payable	10,977	11,639
Total liabilities	2,779,402	2,785,436
Commitments and contingencies (Note 11)
Shareholders' equity:
Preferred shares of beneficial interest, $.01 par value (liquidation preference $630,147 and $676,724 at September 30, 2026 and December 31, 2025, respectively), 100,000,000 shares authorized; 25,205,860 and 27,068,962 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively	252	271
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 111,300,549 and 113,188,134 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively	1,113	1,132
Additional paid-in capital	3,897,785	3,969,875
Accumulated other comprehensive income (loss)	9,233	605
Distributions and retained deficit	(1,578,758)	(1,503,262)
Total shareholders' equity	2,329,625	2,468,621
Non-controlling interests	94,485	94,117
Total equity	2,424,110	2,562,738
Total liabilities and equity	$5,203,512	$5,348,174

Pebblebrook Hotel TrustConsolidated Statements of Operations and Comprehensive Income(in thousands, except share and per-share data)
(Unaudited)
	For the three months ended September 30,		For the nine months ended September 30,
	2026	2025	2026	2025
Revenues:
Room	$258,253	$254,613	$732,491	$709,223
Food and beverage	96,252	96,239	289,969	288,543
Other operating	48,240	47,871	133,083	128,760
Total revenues	402,745	398,723	1,155,543	1,126,526
Expenses:
Hotel operating expenses:
Room	68,344	70,434	192,695	196,689
Food and beverage	70,632	71,011	208,477	208,237
Other direct and indirect	117,743	117,607	340,172	335,126
Total hotel operating expenses	256,719	259,052	741,344	740,052
Depreciation and amortization	51,717	57,602	155,795	172,790
Real estate taxes, personal property taxes, property insurance and ground rent	32,181	35,404	97,220	102,655
General and administrative	11,712	12,062	35,651	37,792
Impairment	77,329	46,497	86,129	46,497
Business interruption insurance income and gain on insurance settlement	—	(3,874)	—	(11,419)
Other operating expenses	705	2,188	1,730	3,216
Total operating expenses	430,363	408,931	1,117,869	1,091,583
Operating income (loss)	(27,618)	(10,208)	37,674	34,943
Interest expense	(25,949)	(20,180)	(78,319)	(74,595)
Other, net	2,154	1,037	3,408	2,056
Income (loss) before income taxes	(51,413)	(29,351)	(37,237)	(37,596)
Income tax (expense) benefit	(3,173)	(3,002)	(10,872)	(7,652)
Net income (loss)	(54,586)	(32,353)	(48,109)	(45,248)
Net income (loss) attributable to non-controlling interests	387	714	2,559	2,710
Net income (loss) attributable to the Company	(54,973)	(33,067)	(50,668)	(47,958)
Distributions to preferred shareholders	(9,725)	(10,611)	(30,071)	(31,874)
Repurchase of preferred shares	1,617	312	8,616	312
Net income (loss) attributable to common shareholders	$(63,081)	$(43,366)	$(72,123)	$(79,520)
Net income (loss) per share available to common shareholders, basic and diluted	$(0.56)	$(0.37)	$(0.64)	$(0.67)
Weighted-average number of common shares, basic and diluted	112,170,743	117,555,628	112,743,575	118,304,722

Pebblebrook Hotel TrustConsolidated Statements of Operations and Comprehensive Income - Continued(in thousands, except share and per-share data)
(Unaudited)
	For the three months ended September 30,		For the nine months ended September 30,
	2026	2025	2026	2025
Comprehensive Income:
Net income (loss)	$(54,586)	$(32,353)	$(48,109)	$(45,248)
Other comprehensive income (loss):
Change in fair value of derivative instruments	2,333	647	6,373	(1,315)
Amounts reclassified from other comprehensive income	840	(4,084)	2,369	(11,823)
Comprehensive income (loss)	(51,413)	(35,790)	(39,367)	(58,386)
Comprehensive income (loss) attributable to non-controlling interests	425	682	2,673	2,693
Comprehensive income (loss) attributable to the Company	$(51,838)	$(36,472)	$(42,040)	$(61,079)

Pebblebrook Hotel TrustConsolidated Statements of Equity(in thousands, except share data)
(Unaudited)
Preferred Shares · Common Shares · Additional Paid-In Capital · Accumulated Other Comprehensive Income (Loss) · Distributions and retained deficit · Total Shareholders' Equity · Non-Controlling Interests · Total Equity
Shares · Amount · Shares · Amount
Balance at June 30, 2026	25,581,924	$256	112,451,844		$1,125		$3,925,438		$6,098		$(1,514,549)		$2,418,368		$95,034		$2,513,402
Repurchase of preferred shares	(376,064)	(4)	—		—		(8,853)		—		1,617		(7,240)		—		(7,240)
Repurchase of common shares	—	—	(1,151,295)		(12)		(20,859)		—		—		(20,871)		—		(20,871)
Share-based compensation	—	—	—		—		2,008		—		—		2,008		555		2,563
Distributions on common shares/units	—	—	—		—		—		—		(1,128)		(1,128)		(14)		(1,142)
Distributions on preferred shares/units	—	—	—		—		—		—		(9,725)		(9,725)		(1,164)		(10,889)
Redemption of non-controlling interest OP units	—	—	—		—		51		—		—		51		(351)		(300)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—	—		—		—		2,295		—		2,295		38		2,333
Amounts reclassified from other comprehensive income	—	—	—		—		—		840		—		840		—		840
Net income (loss)	—	—	—		—		—		—		(54,973)		(54,973)		387		(54,586)
Balance at September 30, 2026	25,205,860	$252	111,300,549	$1,113		$3,897,785		$9,233		$(1,578,758)		$2,329,625		$94,485		$2,424,110

Pebblebrook Hotel TrustConsolidated Statements of Equity - Continued(in thousands, except share data)
(Unaudited)
Preferred Shares · Common Shares · Additional Paid-In Capital · Accumulated Other Comprehensive Income (Loss) · Distributions and retained deficit · Total Shareholders' Equity · Non-Controlling Interests · Total Equity
Shares · Amount · Shares · Amount
Balance at June 30, 2025	27,600,000	$276	118,166,806	$1,182	$4,061,670	$6,870	$(1,431,394)	$2,638,604	$92,497	$2,731,101
Repurchase of preferred shares	(57,843)	(1)	—	—	(1,375)	—	312	(1,064)	—	(1,064)
Repurchase of common shares	—	—	(4,325,260)	(44)	(49,955)	—	—	(49,999)	—	(49,999)
Share-based compensation	—	—	—	—	2,285	—	—	2,285	1,236	3,521
Distributions on common shares/units	—	—	—	—	—	—	(1,153)	(1,153)	(12)	(1,165)
Distributions on preferred shares/units	—	—	—	—	—	—	(10,611)	(10,611)	(1,164)	(11,775)
Purchases of capped calls in connection with convertible senior notes	—	—	—	—	(27,240)	—	—	(27,240)	—	(27,240)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—	—	—	—	679	—	679	(32)	647
Amounts reclassified from other comprehensive income	—	—	—	—	—	(4,084)	—	(4,084)	—	(4,084)
Net income (loss)	—	—	—	—	—	—	(33,067)	(33,067)	714	(32,353)
Balance at September 30, 2025	27,542,157	$275	113,841,546	$1,138	$3,985,385	$3,465	$(1,475,913)	$2,514,350	$93,239	$2,607,589

Pebblebrook Hotel TrustConsolidated Statements of Equity - Continued (in thousands, except share data)
(Unaudited)
Preferred Shares · Common Shares · Additional Paid-In Capital · Accumulated Other Comprehensive Income (Loss) · Distributions and retained deficit · Total Shareholders' Equity · Non-Controlling Interests · Total Equity
Shares · Amount · Shares · Amount
Balance at December 31, 2025	27,068,962	$271	113,188,134		$1,132		$3,969,875		$605		$(1,503,262)		$2,468,621		$94,117		$2,562,738
Repurchase of preferred shares	(1,863,102)	(19)	—		—		(44,168)		—		8,616		(35,571)		—		(35,571)
Issuance of common shares for Board of Trustees compensation	—	—	77,206		1		901		—		—		902		—		902
Repurchase of common shares	—	—	(2,182,240)		(22)		(34,709)		—		—		(34,731)		—		(34,731)
Share-based compensation	—	—	217,449		2		5,835		—		—		5,837		1,595		7,432
Distributions on common shares/units	—	—	—		—		—		—		(3,373)		(3,373)		(57)		(3,430)
Distributions on preferred shares/units	—	—	—		—		—		—		(30,071)		(30,071)		(3,492)		(33,563)
Redemption of non-controlling interest OP units	—	—	—		—		51		—		—		51		(351)		(300)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—	—		—		—		6,259		—		6,259		114		6,373
Amounts reclassified from other comprehensive income	—	—	—		—		—		2,369		—		2,369		—		2,369
Net income (loss)	—	—	—		—		—		—		(50,668)		(50,668)		2,559		(48,109)
Balance at September 30, 2026	25,205,860	$252	111,300,549	$1,113		$3,897,785		$9,233		$(1,578,758)		$2,329,625		$94,485		$2,424,110

Pebblebrook Hotel TrustConsolidated Statements of Equity - Continued(in thousands, except share data)
(Unaudited)
Preferred Shares · Common Shares · Additional Paid-In Capital · Accumulated Other Comprehensive Income (Loss) · Distributions and retained deficit · Total Shareholders' Equity · Non-Controlling Interests · Total Equity
Shares · Amount · Shares · Amount
Balance at December 31, 2024	27,600,000		$276		119,285,394		$1,193		$4,072,265		$16,550		$(1,392,860)		$2,697,424		$90,450		$2,787,874
Repurchase of preferred shares	(57,843)		(1)		—		—		(1,375)		—		312		(1,064)		—		(1,064)
Issuance of shares, net of offering costs	—		—		—		—		(41)		—		—		(41)		—		(41)
Issuance of common shares for Board of Trustees compensation	—		—		54,451		1		744		—		—		745		—		745
Repurchase of common shares	—		—		(5,719,480)		(58)		(65,553)		—		—		(65,611)		—		(65,611)
Share-based compensation	—		—		221,181		2		6,621		—		—		6,623		3,640		10,263
Distributions on common shares/units	—		—		—		—		—		—		(3,533)		(3,533)		(52)		(3,585)
Distributions on preferred shares/units	—		—		—		—		—		—		(31,874)		(31,874)		(3,492)		(35,366)
Purchases of capped calls in connection with convertible senior notes	—		—		—		—		(27,240)		—		—		(27,240)		—		(27,240)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—		—		—		—		(36)		(1,262)		—		(1,298)		(17)		(1,315)
Amounts reclassified from other comprehensive income	—		—		—		—		—		(11,823)		—		(11,823)		—		(11,823)
Net income (loss)	—		—		—		—		—		—		(47,958)		(47,958)		2,710		(45,248)
Balance at September 30, 2025	27,542,157	$275		113,841,546		$1,138		$3,985,385		$3,465		$(1,475,913)		$2,514,350		$93,239		$2,607,589

Pebblebrook Hotel TrustConsolidated Statements of Cash Flows(in thousands)
(Unaudited)
	For the nine months ended September 30,
	2026	2025
Operating activities:
Net income (loss)	$(48,109)	$(45,248)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	155,795	172,790
Provision (benefit) for deferred income taxes	8,056	5,740
Share-based compensation	7,432	10,263
Gain on insurance settlement	—	(1,820)
Amortization of deferred financing costs, non-cash interest and other amortization	11,338	8,988
Gain on extinguishment of debt	—	(7,385)
Impairment	86,129	46,497
Non-cash ground rent	7,035	7,283
Other adjustments	(2,495)	(331)
Changes in assets and liabilities:
Hotel receivables	(9,338)	(10,668)
Prepaid expenses and other assets	2,005	(6,810)
Accounts payable and accrued expenses	35,771	29,729
Deferred revenues	1,659	9,423
Net cash provided by (used in) operating activities	255,278	218,451
Investing activities:
Improvements and additions to hotel properties	(40,229)	(70,746)
Proceeds from sales of hotel properties	16,108	—
Property insurance proceeds	3,175	5,276
Other investing activities	(293)	(480)
Net cash provided by (used in) investing activities	(21,239)	(65,950)
Financing activities:
Payment of deferred financing costs	(6,958)	(10,279)
Proceeds from debt	360,000	400,000
Repayments of debt	(401,916)	(393,646)
Purchases of capped calls for convertible senior notes	—	(27,240)
Repurchases of common shares	(34,731)	(65,611)
Repurchases of preferred shares	(9,705)	(1,064)
Distributions — common shares/units	(3,437)	(3,610)
Distributions — preferred shares/units	(34,202)	(35,386)
Other financing activities	(1,428)	(1,141)
Net cash provided by (used in) financing activities	(132,377)	(137,977)
Net change in cash and cash equivalents and restricted cash	101,662	14,524
Cash and cash equivalents and restricted cash, beginning of year	196,203	217,591
Cash and cash equivalents and restricted cash, end of period	$297,865	$232,115

PEBBLEBROOK HOTEL TRUST

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization

Pebblebrook Hotel Trust (the "Company") is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major U.S. cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.

As of September 30, 2026, the Company owned interests in 43 hotels with a total of 10,937 guest rooms. The hotel properties are located in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Los Angeles, California (Beverly Hills, Santa Monica and West Hollywood); Naples, Florida; Newport, Rhode Island; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Stevenson, Washington; and Washington, D.C.

Substantially all of the Company's assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of September 30, 2026, the Company owned 98.8% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 1.2% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company's financial statements.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and/or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial policies, are accounted for under the equity method.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. Global events, as well as national and local events, may adversely impact travel trends and the operations of the Company's hotels. In addition, inflation and changing interest rates may impact the overall economy and the availability of debt, which may impact the Company's financial position. A decline in travel or a significant increase in costs may also adversely impact the Company's cash flow and ability to service debt or meet other financial obligations.

New Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments should be applied either retrospectively to all prior periods presented in the financial statements or prospectively after the adoption date. The Company is currently assessing the impact of adopting ASU 2024-03 on its consolidated financial statements and disclosures.

Induced Conversions of Convertible Debt Instruments

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The amendments should be applied either prospectively or retrospectively. The Company adopted ASU 2024-04 on January 1, 2026 on a prospective basis to any future settlements of convertible debt instruments.

Derivatives and Hedging

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ("ASU 2025-09"). ASU 2025-09 amends existing hedge accounting guidance to improve the alignment of financial reporting with the economics of an entity's risk management activities. ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. The amendments in this update apply to any entity that elects to apply hedge accounting in accordance with Topic 815 and generally are to be adopted on a prospective basis, with an election available to apply the guidance to existing hedging relationships as of the adoption date. The Company adopted ASU 2025-09 on January 1, 2026 on a prospective basis. The adoption did not have a material impact on the Company's consolidated financial statements.

Note 3. Acquisition and Disposition of Hotel Properties

Acquisitions

The Company didnot acquire any hotel properties during the nine months ended September 30, 2026 or 2025.

Dispositions

The following table summarizes disposition transactions during 2026 and 2025 (in thousands):

Hotel Property Name	Location	Sale Date	Sales Price
Chamberlain West Hollywood Hotel	Los Angeles, CA	May 27, 2026	$43,500
2026 Total			$43,500
Montrose at Beverly Hills	Los Angeles, CA	November 19, 2025	$44,250
The Westin Michigan Avenue Chicago	Chicago, IL	December 3, 2025	72,000
2025 Total			$116,250

The Company received $26.1 million of the sales price of the Chamberlain West Hollywood Hotel in the form of 1,347,614 preferred shares and received $4.0 million of the sales price of the Montrose at Beverly Hills in the form of 208,447 preferred shares.

For the three and nine months ended September 30, 2026, the accompanying consolidated statements of operations and comprehensive income included operating (loss) of $(0.4) million and $(0.6) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold or held for sale.

For the three and nine months ended September 30, 2025, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $2.7 million and $(0.6) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold or held for sale.

The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company's operations and financial results, and therefore, did not qualify as discontinued operations.

Held for Sale

As of September 30, 2026, the Company had entered into an agreement to sell The Hotel Zags for a sales price of $10.0 million. This hotel was classified as held for sale and, as a result, the Company classified all of the assets and liabilities related to this hotel as assets and liabilities held for sale in the accompanying consolidated balance sheets and ceased depreciating its assets. On October 8, 2026, the Company completed the sale of The Hotel Zags.

Note 4. Investment in Hotel Properties

Investment in hotel properties as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):

	September 30, 2026	December 31, 2025
Land	$717,409	$754,384
Buildings and improvements	4,889,595	4,995,530
Furniture, fixtures and equipment	526,109	526,414
Finance lease asset	91,181	91,181
Construction in progress	3,703	1,203
	$6,227,997	$6,368,712
Right-of-use asset, operating leases	349,517	353,873
Investment in hotel properties	$6,577,514	$6,722,585
Less: Accumulated depreciation	(1,810,477)	(1,699,128)
Investment in hotel properties, net	$4,767,037	$5,023,457

Impairment

The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. The Company periodically adjusts its estimate of future operating cash flows and estimated hold periods for certain properties. As a result of this review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.

During the nine months ended September 30, 2026, the Company recognized an impairment loss of $86.1 million related tofour hotel properties. During the nine months ended September 30, 2025, the Company recognized an impairment loss of $46.5 million related tothree hotel properties. The impairment losses were a result of the properties' fair values being lower than their carrying values. The fair values were determined using Level 2 inputs under authoritative guidance for fair value measurements using updated expected hold periods and marketing efforts and negotiations for the sale of these properties.

Lease Assets and Lease Liabilities

The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7% to 7.6%. In addition, the term used includes any options to exercise extensions when it is reasonably certain the Company will exercise such option. See Note 11. Commitments and Contingencies for additional information about the ground leases.

The operating lease right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of September 30, 2026, the Company's lease liabilities consisted of operating lease liabilities of $335.7 million and finance lease liabilities of $45.0 million. As of December 31, 2025, the Company's lease liabilities consisted of operating lease liabilities of $333.1 million and finance lease liabilities of $44.6 million. The finance lease liabilities are included inaccounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

Note 5. Debt

The Company's debt consisted of the following as of September 30, 2026 and December 31, 2025 (dollars in thousands):

	Balance Outstanding as of
Interest Rate at September 30, 2026 · Maturity Date · September 30, 2026 · December 31, 2025
Unsecured revolving credit facilities
Senior unsecured credit facility	—	(1)(2)	October 2028	$—	$—
PHL unsecured credit facility	—	(1)	October 2028	—	—
Unsecured revolving credit facilities				$—	$—
Unsecured term loans
Term Loan 2027	—	(3)	October 2027	—	360,000
Term Loan 2028	5.06%	(1)	January 2028	356,652	356,652
Term Loan 2029	4.83%	(1)	January 2029	185,217	185,217
Term Loan 2031	5.14%	(1)(3)	February 2031	360,000	—
Unsecured term loans principal				$901,869	$901,869
Convertible senior notes
Convertible Notes 2026	1.75%	(5)	December 2026	350,000	350,000
Convertible Notes 2030	1.63%		January 2030	400,000	400,000
Convertible senior notes principal				$750,000	$750,000
Unsecured senior notes principal	6.38%		October 2029	$400,000	$400,000
Mortgage loans
Margaritaville Hollywood Beach Resort	—	(4)	September 2026	—	40,000
Estancia La Jolla Hotel & Spa	5.07%		September 2028	51,479	53,395
Mortgage loans principal				$51,479	$93,395
Total debt principal				$2,103,348	$2,145,264
Unamortized debt premium and deferred financing costs, net				(21,579)	(21,172)
Debt, net				$2,081,769	$2,124,092

(1)Borrowings bear interest at floating rates. Interest rate at September 30, 2026 gives effect to interest rate hedges.

(2)The Company has the option to extend the maturity date for up totwo six-month periods, subject to certain terms and conditions and payment of an extension fee.

(3)In February 2026, the Company extended the maturity date of Term Loan 2027 to February 2031 (the extended loan is referred to as Term Loan 2031).

(4)In February 2026, the Company paid down the remaining loan balance.

(5)The Company intends to repay the Convertible Notes 2026 at maturity with cash on hand and borrowings under the delayed draw option of Term Loan 2031.

Unsecured Credit Agreement

On October 13, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent and certain other agents and lenders ("Credit Agreement"). The Credit Agreement provides for a $650.0 million senior unsecured revolving credit facility andthree unsecured term loan facilities. The Company may request additional lender commitments to increase the aggregate borrowing capacity under the Credit Agreement up to an additional $970.0 million.

On February 11, 2026, the Company amended its Credit Agreement to extend the $360.0 million Term Loan 2027 to mature in February 2031 and to provide for a delayed draw option for the Company to borrow an additional $90.0 million by December 15, 2026 (the extended loan is referred to as Term Loan 2031). The Credit Agreement was also amended to remove the SOFR adjustment from its senior unsecured revolving credit facility and all unsecured term loan facilities. Concurrently, the maturity date of the $48.0 million unextended portion of the senior unsecured revolving credit facility was extended to October 13, 2028.

Unsecured Revolving Credit Facilities

The $650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures in October 2028 and provides the Company the option to extend the maturity date for up totwo six-month periods, subject to certain terms and conditions and payment of an extension fee. All borrowings under this senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The margins for revolving credit facility loans range in amount from 1.45% to 2.50% for SOFR-based loans and 0.45% to 1.50% for Base Rate-based loans, depending on the Company's leverage ratio. As of September 30, 2026, the Company hadno outstanding borrowings, $8.8 million of outstanding letters of credit and a borrowing capacity of $641.2 million remaining on the senior unsecured revolving credit facility. The Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the senior unsecured revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a maximum percentage of secured debt to total asset value.

Under the terms of the Credit Agreement, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the senior unsecured revolving facility. The Company pays a fee for outstanding standby letters of credit at a rate per annum equal to the applicable margin based upon the Company's leverage ratio. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $8.8 million and $7.9 million were outstanding as of September 30, 2026 and December 31, 2025, respectively.

As of September 30, 2026, the Company also has a $20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. On November 27, 2024, PHL amended the agreement governing the PHL Credit Facility to extend the maturity to October 2028. The PHL Credit Facility has substantially similar terms as the Company's senior unsecured revolving credit facility. Borrowings on the PHL Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility. As of September 30, 2026, the Company hadno borrowings under the PHL Credit Facility and had $20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of September 30, 2026, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

The term loan facilities provided for in the Credit Agreement bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The margins for term loans range in amount from 1.40% to 2.45% for SOFR-based loans and 0.40% to 1.45% for Base Rate-based loans, depending on the Company's leverage ratio. The term loans are subject to the debt covenants in the Credit Agreement. As of September 30, 2026, the Company was in compliance with all debt covenants of its term loans.

The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities for further discussion on the interest rate swaps.

Convertible Senior Notes due 2026

The Company has $350.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes 2026") outstanding. The Convertible Notes 2026 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year. As of September 30, 2026 and December 31, 2025, the Convertible Notes 2026 had $0.1 million and $0.4 million, respectively, of unamortized issuance costs outstanding.

Holders may convert any of their Convertible Notes 2026 into the Company's common shares of beneficial interest ("common shares") at the applicable conversion rate at any time at their election untiltwo days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes 2026, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. Upon conversion of the Convertible Notes 2026, the Company may choose to pay or deliver cash, common shares or a combination of cash and shares.

The Company may redeem for cash all or a portion of the Convertible Notes 2026, at its option, upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2026 may be increased.

Convertible Senior Notes due 2030

The Company has $400.0 million aggregate principal amount of 1.625% Convertible Senior Notes due January 2030 (the "Convertible Notes 2030") outstanding. The Convertible Notes 2030 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.625% per annum, payable semi-annually in arrears on January 15th and July 15th of each year. As of September 30, 2026 and December 31, 2025, the Convertible Notes 2030 had $8.0 million and $9.8 million, respectively, of unamortized issuance costs outstanding.

Prior to July 15, 2029, the Convertible Notes 2030 are convertible upon certain circumstances. On and after July 15, 2029, holders may convert any of their Convertible Notes 2030 into the Company's common shares at the applicable conversion rate at any time at their election untiltwo days prior to the maturity date. The initial conversion rate is 62.9129 common shares per $1,000 principal amount of Convertible Notes 2030, which represents an initial conversion price of approximately $15.89 per share. The conversion rate is subject to adjustment in certain circumstances. Upon conversion of the Convertible Notes 2030, the Company will settle the conversion by paying cash up to the aggregate principal amount of the Convertible Notes 2030 to be converted and cash, common shares or a combination of cash and common shares, at the Company's election, with respect to the remainder, if any, of the conversion obligation in excess of the aggregate principal amount. As of September 30, 2026, the Convertible Notes 2030 were not convertible.

Prior to July 20, 2028, the Company may not redeem the Convertible Notes 2030. Holders of the Convertible Notes 2030 may convert their notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2029 only under the following circumstances: (i) during any fiscal quarter (and only during such fiscal quarter), if the last reported sales price of the Company's common shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter, is greater than or equal to 130% of the conversion price in effect on each trading day; (ii) during thefive business day period after anyfive consecutive trading day period (the "Convertible Notes 2030 measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the Convertible Notes 2030 measurement period was less than 98% of the product of the last reported sales price of the Company's common shares and the conversion rate on each such trading day; (iii) if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding July 15, 2029; or (iv) upon the occurrence of specified corporate events. On or after July 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. The redemption price will be equal to 100% of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2030 may be increased.

Capped Call Transactions in Connection with the Convertible Senior Notes

In connection with the issuances of the Convertible Notes 2026 and the Convertible Notes 2030, the Company entered into privately negotiated capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the applicable convertible notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted applicable convertible notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the capped call transactions is $33.0225 per share for the Convertible Notes 2026 and $20.23 per share for the Convertible Notes 2030. Premiums paid for the capped call transactions were included as a net reduction to additional paid-in capital in the Company's accompanying consolidated balance sheets. The Company is exposed to credit risk in the event of non-performance by the counterparties to the capped call agreements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

Unsecured Senior Notes

On October 3, 2024, the Company issued $400.0 million aggregate principal amount of its 6.375% senior notes due October 15, 2029 (the "Senior Notes 2029"). The indenture governing the Senior Notes 2029 contains covenants that are customary for similar securities and require the Company to maintain total unencumbered assets as of the end of each fiscal quarter of not less than 150% of total unsecured indebtedness calculated on a consolidated basis. As of September 30, 2026, the Company was in compliance with all such covenants.

Mortgage Loans

On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07%. The loan matures on September 1, 2028.

On September 7, 2023, the Company entered into a $140.0 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort. In February 2026, the Company paid down the remaining $40.0 million of the loan.

The Company's mortgage loan associated with Estancia is non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loan contains customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are 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 the lender. The property is not in a cash trap, and no event of default has occurred under the loan documents.

Interest Expense

The components of the Company's interest expense consisted of the following for the three and nine months ended September 30, 2026 and 2025 (in thousands):

	For the three months ended September 30,		For the nine months ended September 30,
	2026	2025	2026	2025
Unsecured revolving credit facilities	$565	$508	$1,650	$1,507
Unsecured term loans	11,601	11,010	34,265	32,937
Convertible senior notes	3,156	3,282	9,469	9,845
Unsecured senior notes	6,375	6,404	19,125	19,001
Mortgage loans	672	3,219	2,336	9,573
Amortization of debt (premium) and deferred financing costs, and (gain) loss on debt extinguishment	2,602	(5,204)	8,363	(1,383)
Other	978	961	3,111	3,115
Total interest expense	$25,949	$20,180	$78,319	$74,595

Fair Value

The Company estimates the fair value of its fixed rate mortgage loan and unsecured senior notes by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms, and is classified within Level 2 of the fair value hierarchy. The Company estimates the fair value of its fixed rate convertible senior notes using public market prices and is classified within Level 1 of the fair value hierarchy. The estimated fair value of the Company's fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of September 30, 2026 and December 31, 2025 was $1.3 billion and $1.2 billion, respectively. The fair value of the Company's variable rate debt approximates its carrying value.

Future Minimum Principal Payments

As of September 30, 2026, the future minimum principal payments for the Company's debt are as follows (in thousands):

2026	$350,586
2027	2,439
2028	405,106
2029	585,217
2030	400,000
Thereafter	360,000
Total debt principal payments	$2,103,348
Unamortized debt premium and deferred financing costs, net	(21,579)
Debt, net	$2,081,769

Derivative and Hedging Activities

The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are designated as cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at September 30, 2026 and December 31, 2025 consisted of the following, by maturity date (dollars in thousands):

	Aggregate Notional Value as of
Hedge Type	Interest Rate Range (SOFR)	Maturity	September 30, 2026	December 31, 2025
Swap-cash flow	3.02% - 3.03%	October 2026	$200,000	$200,000
Swap-cash flow	3.29%	October 2027	165,000	165,000
Swap-cash flow	3.34%	November 2027	200,000	200,000
Swap-cash flow	3.28% - 3.29%	March 2028	200,000	—
Swap-cash flow	3.54% - 3.55%	May 2028	100,000	100,000
Total			$865,000	$665,000

The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of September 30, 2026 and December 31, 2025, the Company's interest rate swap assets had an aggregate fair value of $9.3 million and $0.7 million, respectively. As of September 30, 2026 and December 31, 2025, the Company's interest rate swap liabilities had an aggregate fair value ofzero and $0.9 million, respectively. Interest rate swap assets are included in prepaid expenses and other assets and interest rate swap liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company expects to reclassify approximately $7.1 million from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

Note 6. Revenue

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three and nine months ended September 30, 2026 and 2025 (in thousands):

	For the three months ended September 30,		For the nine months ended September 30,
	2026	2025	2026	2025
San Diego, CA	$103,135	$96,543	$277,768	$258,454
Boston, MA	81,501	76,824	208,719	204,553
Southern Florida/Georgia	48,479	46,614	214,256	203,020
Los Angeles, CA	43,524	44,565	130,309	123,492
San Francisco, CA	43,001	38,428	131,458	109,478
Portland, OR	25,231	25,751	60,453	60,129
Washington, D.C.	14,204	13,495	45,238	48,920
Other(1)	43,670	56,503	87,342	118,480
Total Revenues	$402,745	$398,723	$1,155,543	$1,126,526

(1) Other includes Chicago, IL, Newport, RI and Santa Cruz, CA.

Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts (other than membership contracts) and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months. Membership deposits, which are received pursuant to membership contracts, are recognized as revenue over the expected life of the membership.

Note 7. Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder toone vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.

Common Share Repurchase Program

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

During the nine months ended September 30, 2026, the Company repurchased 2,095,747 common shares for an aggregate purchase price of $33.7 million, or an average of approximately $16.10 per share. As of September 30, 2026, $116.3 million of common shares remained available for repurchase under this program.

Common Dividends

The Company declared the following dividends on common shares/units for the nine months ended September 30, 2026:

Dividend per Share/Unit	For the Quarter Ended	Record Date	Payable Date
$0.01	March 31, 2026	March 31, 2026	April 15, 2026
$0.01	June 30, 2026	June 30, 2026	July 15, 2026
$0.01	September 30, 2026	September 30, 2026	October 15, 2026

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share ("preferred shares").

The following preferred shares were outstanding as of September 30, 2026 and December 31, 2025:

Security Type	September 30, 2026	December 31, 2025
6.375% Series E	3,976,791	4,265,374
6.30% Series F	5,622,908	5,890,475
6.375% Series G	8,386,677	9,085,949
5.70% Series H	7,219,484	7,827,164
	25,205,860	27,068,962

The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the "Preferred Shares") rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Preferred Shares at any time. The Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through 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 common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE American or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 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 does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.

Preferred Share Repurchase Programs

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of the Preferred Shares (the "2023 Preferred Share Repurchase Program"). Under the terms of the program, the Company may repurchase up to an aggregate of $100.0 million of its 6.375% Series E Cumulative Redeemable Preferred Shares,6.30% Series F Cumulative Redeemable Preferred Shares,6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

On July 24, 2026, the Company's Board of Trustees authorized a new share repurchase program of up to $50.0 million of Preferred Shares (the "2026 Preferred Share Repurchase Program"), which will commence upon the completion of the 2023 Preferred Share Repurchase Program. Under the 2026 Preferred Share Repurchase Program, the Company may repurchase up to an aggregate of $50.0 million of its 6.375% Series E Cumulative Redeemable Preferred Shares,6.30% Series F Cumulative Redeemable Preferred Shares,6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.

During the nine months ended September 30, 2026, the Company repurchased and retired 1,863,102 Preferred Shares for an aggregate purchase price of $35.8 million, or an average of approximately $19.23 per share under the 2023 Preferred Share Repurchase Program. This includes 1,347,614 Preferred Shares received as partial consideration for the sale of Chamberlain West Hollywood Hotel and 515,488 Preferred Shares repurchased in the market. As of September 30, 2026, $38.3 million remained available for repurchase of Preferred Shares under the 2023 Preferred Share Repurchase Program.

The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The programs do not require the Company to repurchase any specific number of Preferred Shares. The programs do not have an expiration date and may be suspended, modified or discontinued at any time.

Preferred Dividends

The Company declared the following dividends on preferred shares for the nine months ended September 30, 2026:

Security Type	Dividend per Share/Unit	For the Quarter Ended	Record Date	Payable Date
6.375% Series E	$0.40	March 31, 2026	March 31, 2026	April 15, 2026
6.375% Series E	$0.40	June 30, 2026	June 30, 2026	July 15, 2026
6.375% Series E	$0.40	September 30, 2026	September 30, 2026	October 15, 2026
6.30% Series F	$0.39	March 31, 2026	March 31, 2026	April 15, 2026
6.30% Series F	$0.39	June 30, 2026	June 30, 2026	July 15, 2026
6.30% Series F	$0.39	September 30, 2026	September 30, 2026	October 15, 2026
6.375% Series G	$0.40	March 31, 2026	March 31, 2026	April 15, 2026
6.375% Series G	$0.40	June 30, 2026	June 30, 2026	July 15, 2026
6.375% Series G	$0.40	September 30, 2026	September 30, 2026	October 15, 2026
5.70% Series H	$0.36	March 31, 2026	March 31, 2026	April 15, 2026
5.70% Series H	$0.36	June 30, 2026	June 30, 2026	July 15, 2026
5.70% Series H	$0.36	September 30, 2026	September 30, 2026	October 15, 2026

Non-controlling Interest of Common Units in Operating Partnership

Holders of Operating Partnership common units ("OP units") have certain redemption rights that enable OP 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 common shares at the time of redemption or 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 the Operating Partnership's limited partners or the Company's shareholders.

On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units. In July 2026, these OP units were redeemed for cash. As of September 30, 2026 and December 31, 2025, the Operating Partnership hadzero and 16,291 OP units, respectively, held by third parties.

As of September 30, 2026, the Operating Partnership also hadtwo classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 7, 2025, the Board of Trustees granted time-vesting restricted awards of 159,594 LTIP Class B units to executive officers.

On February 5, 2026, the Board of Trustees granted time-vesting restricted awards of 183,587 LTIP Class B units to executive officers.

As of September 30, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested. As of December 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described above.

Non-controlling Interest of Preferred Units in Operating Partnership

On May 11, 2022, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0% Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units"). The Series Z Preferred Units rank senior to the OP units and on parity with the Operating Partnership's Series E, Series F, Series G and Series H Preferred Units. Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0% of the liquidation preference value of $25.00 per share. Holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company's election, cash or a like number of Preferred Shares of a series selected by the redeeming holder.

As of September 30, 2026 and December 31, 2025, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

Note 8. Share-Based Compensation Plan

Available Shares

The Company maintains the 2009 Equity Incentive Plan (as amended and restated effective May 23, 2025, the "Plan") to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three tofive years. The Company pays or accrues for dividends on share-based awards. All outstanding share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements.

As of September 30, 2026, there were 3,463,261 common shares available for issuance under the Plan.

Service Condition Share Awards

From time to time, the Company awards restricted common shares under the Plan to officers, employees and new members of the Board of Trustees. These shares generally vest over three tofive years based on continued service or employment. The following table provides a summary of service condition restricted share activity for the nine months ended September 30, 2026:

	Shares	Weighted-AverageGrant Date Fair Value
Unvested at December 31, 2025	399,625	$15.28
Granted	206,644	$11.92
Vested	(215,397)	$16.47
Unvested at September 30, 2026	390,872	$12.85

For the three and nine months ended September 30, 2026, the Company recognized approximately $0.6 million and $1.7 million, respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and nine months ended September 30, 2025, the Company recognized approximately $0.9 million and$2.4 million, respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.

Performance-Based Equity Awards

On February 5, 2026, the Board of Trustees approved a target award of 393,872 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2029. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2029 based on the performance criteria set forth in the award agreements for the period of performance from January 1, 2026 through December 31, 2028.

For the three and nine months ended September 30, 2026, the Company recognized approximately $1.4 million and $4.1 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.

For the three and nine months ended September 30, 2025, the Company recognized approximately $1.5 million and $4.3 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.

Long-Term Incentive Partnership Units

As of September 30, 2026, the Operating Partnership hadtwo classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 5, 2026, the Board of Trustees granted 183,587 LTIP Class B units to executive officers. These LTIP units will vest ratably on January 1, 2027, 2028 and 2029, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company's common shares on the grant date of $11.89 per unit with an aggregate grant date fair value of $2.2 million.

For the three and nine months ended September 30, 2026, the Company recognized approximately $0.6 million and $1.6 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company's accompanying consolidated balance sheets.

For the three and nine months ended September 30, 2025, the Company recognized approximately $1.2 million and $3.6 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company's accompanying consolidated balance sheets.

Note 9. Income Taxes

As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. However, as a REIT, the Company is still subject to certain state and local taxes on its revenues, income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income of TRSs, including our TRS lessees, is subject to federal, state and local income taxes. A valuation allowance on deferred tax assets is recorded when the Company has determined it more likely than not that future results will not generate sufficient taxable income to realize the deferred tax assets for each jurisdiction.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. Due to the net operating loss carryforward, tax years 2020 through 2025 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Note 10. Earnings (Loss) Per Share

The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):

	For the three months ended September 30,		For the nine months ended September 30,
	2026	2025	2026	2025
Numerator:
Net income (loss) attributable to common shareholders	$(63,081)	$(43,366)	$(72,123)	$(79,520)
Less: Dividends paid on unvested share-based compensation	(7)	(9)	(22)	(26)
Net income (loss) available to common shareholders — basic and diluted	$(63,088)	$(43,375)	$(72,145)	$(79,546)
Denominator:
Weighted-average number of common shares — basic and diluted	112,170,743	117,555,628	112,743,575	118,304,722
Net income (loss) per share available to common shareholders — basic and diluted	$(0.56)	$(0.37)	$(0.64)	$(0.67)

For the three and nine months ended September 30, 2026,1,453,904 of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2025,1,391,462 of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average number of common shares, as their effect would have been anti-dilutive.

For the three and nine months ended September 30, 2026,13,739,215 of common shares underlying the Convertible Notes 2026 were excluded from diluted shares as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2026,3,496,688 of common shares underlying the Convertible Notes 2030 were excluded from diluted shares as their effect would have been anti-dilutive. For the three and nine months ended September 30, 2025,13,739,215 of common shares underlying the Convertible Notes 2026 were excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

Note 11. Commitments and Contingencies

Hotel Management Agreements

The Company's hotel properties are operated pursuant to management agreements with various management companies. The remaining terms of these management agreements are up toeight years, not including renewals, and up to 26 years, including renewals. The majority of the Company's management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up totwo times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company's management agreements are non-terminable except upon the manager's breach of a material representation or the manager's failure to meet performance thresholds as defined in the management agreement.

The management agreements require the payment of a base management fee generally between 1% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

For the three and nine months ended September 30, 2026, combined base and incentive management fees were $10.9 million and $30.4 million, respectively. For the three and nine months ended September 30, 2025, combined base and incentive management fees were $11.4 million and $30.2 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

Reserve Funds

Certain of the Company's agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels' furniture, fixtures and equipment.

Restricted Cash

At September 30, 2026 and December 31, 2025, the Company had $10.4 million and $12.0 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Long-Term Property Operating and Finance Leases

At September 30, 2026, the following hotels were subject to leases as follows:

Lease Properties · Lease Type · Lease Expiration Date
Restaurant at Southernmost Beach Resort · Operating lease · April 2029
Paradise Point Resort & Spa · Operating lease · May 2050
Harbor Court Hotel San Francisco · Finance lease · August 2052
Hotel Monaco Washington DC · Operating lease · November 2059
Argonaut Hotel · Operating lease · December 2059
Hotel Zephyr Fisherman's Wharf and Retail · Operating lease · February 2062
Viceroy Santa Monica Hotel · Operating lease · September 2065
Estancia La Jolla Hotel & Spa · Operating lease · January 2066
San Diego Mission Bay Resort · Operating lease · July 2068
1 Hotel San Francisco	Operating lease	March 2070	(1)
Hyatt Regency Boston Harbor	Operating lease	April 2077
The Westin Copley Place, Boston	Operating lease	December 2077	(2)
The Liberty, a Luxury Collection Hotel, Boston	Operating lease	May 2080
Jekyll Island Club Resort and Restaurant	Operating lease	January 2089
Hotel Zeppelin San Francisco	Operating and finance lease	June 2089	(4)
Hotel Zelos San Francisco	Operating lease	June 2097
Hotel Palomar Los Angeles Beverly Hills	Operating lease	January 2107	(3)
Margaritaville Hollywood Beach Resort	Operating lease	July 2112

(1) The expiration date assumes the exercise of a 14-year extension option.

(2) No payments are required through maturity.

(3) The expiration date assumes the exercise of all 19 five-year extension options.

(4) This property consists of a 116-guest room building, which is owned in fee simple, and an adjoining building with 80 guest rooms, which is subject to a lease agreement. The expiration date assumes the exercise of a 30-year extension option.

The Company's leases 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 the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks.

The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.

The components of ground rent expense for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands):

	For the three months ended September 30,		For the nine months ended September 30,
	2026	2025	2026	2025
Fixed ground rent	$5,200	$5,017	$15,556	$14,652
Variable ground rent	6,497	5,759	17,040	15,073
Total ground rent	$11,697	$10,776	$32,596	$29,725

Litigation

The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company's knowledge, is any material litigation threatened against the Company.

Note 12. Supplemental Information to Statements of Cash Flows(in thousands)

	For the nine months ended September 30,
	2026	2025
Interest paid, net of capitalized interest	$62,064	$68,342
Income taxes paid (refunded)	$3,016	$955
Non-Cash Investing and Financing Activities:
Distributions payable on common shares/units	$1,202	$1,222
Distributions payable on preferred shares/units	$9,775	$10,581
Issuance of common shares for Board of Trustees compensation	$902	$745
Accrued additions and improvements to hotel properties	$970	$472
Write-off of fully amortized deferred financing costs	$2,459	$3,191
Write-down of investment	$1,639	$3,900
Preferred shares received in connection with hotel sale	$25,865	$—

Note 13. Operating Segment Information

The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to net income (loss) for the three and nine months ended September 30, 2026 and 2025 (in thousands):

	For the three months ended September 30,		For the nine months ended September 30,
	2026	2025	2026	2025
Revenues:
Total revenues	$402,745	$398,723	$1,155,543	$1,126,526
Less: Corporate and other revenues	280	259	760	846
Hotel revenues	402,465	398,464	1,154,783	1,125,680
Significant hotel expenses:
Room expenses	68,344	70,434	192,695	196,689
Food and beverage expenses	70,632	71,011	208,477	208,237
Hotel general and administrative	30,955	31,391	91,190	92,081
Hotel sales and marketing	24,540	24,631	72,570	72,669
Hotel operations and maintenance	33,391	32,733	95,772	94,628
Hotel management fee	10,922	11,748	30,400	31,333
Hotel real estate taxes, personal property taxes, property insurance and ground rent	32,171	35,616	98,161	102,726
Other segment items (1)	16,269	15,512	44,256	40,123
Hotel EBITDA	115,241	105,388	321,262	287,194
Depreciation and amortization	(51,717)	(57,602)	(155,795)	(172,790)
Interest expense	(25,949)	(20,180)	(78,319)	(74,595)
Impairment	(77,329)	(46,497)	(86,129)	(46,497)
Business interruption insurance income and gain on insurance settlement	—	3,874	—	11,419
Income tax (expense) benefit	(3,173)	(3,002)	(10,872)	(7,652)
Corporate and other (2)	(11,659)	(14,334)	(38,256)	(42,327)
Net income (loss)	$(54,586)	$(32,353)	$(48,109)	$(45,248)

(1)Other segment items include expenses incurred for parking, spa, franchise fees and other hotel operating expenses.

(2)Corporate and other includes corporate general and administrative and other operating income and expenses.

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