Chatham Lodging Trust
For the period ended Dec 31, 2024. Filed Feb 26, 2025.
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FY2024 · Filed Feb 26, 2025
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Item 5. Market Information
Our common shares began trading on the NYSE, on April 16, 2010 under the symbol "CLDT".
Shareholder Information
On December 31, 2024, there were 252 registered holders of record of our common shares. This figure does not include beneficial owners who hold shares in nominee name. However, because many of our common shares are held by brokers and other institutions, we believe that there are many more beneficial holders of our common shares than record holders. In order to comply with certain requirements related to our qualification as a REIT, our charter, subject to certain exceptions, limits the number of common shares that may be owned by any single person or affiliated group to 9.8% of our outstanding common shares.
The below graph provides a comparison of the five-year cumulative total return on our common shares from December 31, 2019 to the NYSE closing price per share on December 31, 2024 with the cumulative total return on the Russell 2000 Index (the “Russell 2000”), the FTSE Nareit All Equity REITs Index (the “FTSE Nareit All Equity REITs”) and the FTSE Nareit Lodging/Resorts Index (the “FTSE Nareit Lodging”). The total return values were calculated assuming a $100 investment on December 31, 2019 with reinvestment of all dividends in (i) our common shares, (ii) the Russell 2000, (iii) the FTSE Nareit All Equity REITs and (iv) the FTSE Nareit Lodging. The total return values include any dividends paid during the period.
| Value of initial investment at December 31, | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |
| Chatham Lodging Trust | $100.00 | $59.73 | $75.88 | $68.25 | $61.32 | $52.81 |
| Russell 2000 | $100.00 | $119.96 | $137.74 | $109.59 | $128.14 | $142.93 |
| FTSE Nareit All Equity REITs | $100.00 | $94.14 | $131.68 | $98.62 | $109.95 | $114.71 |
| FTSE Nareit Lodging | $100.00 | $76.40 | $90.32 | $76.50 | $94.80 | $92.90 |
Distribution Information
In order to maintain our qualification as a REIT, we must make distributions to our shareholders each year in an amount equal to at least:
90% of our REIT taxable income determined without regard to the dividends paid deduction and excluding net capital gains; plus
90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code; minus
any excess non-cash income (as defined in the Code).
Future distributions will be at the discretion of our Board of Trustees and will depend on our financial performance, debt service obligations, applicable debt covenants (if any), capital expenditure requirements, maintenance of our REIT qualification and other factors as our board of trustees deems relevant.
The following table sets forth information regarding the income tax characterization of regular distributions by the Company on its shares for the years ended December 31, 2024 and 2023, respectively:
| 2024 · 2023 | |||||||
|---|---|---|---|---|---|---|---|
| Common shares: | |||||||
| Ordinary income | $0.21568 | 77.0% | $0.28 | 100.0% | |||
| Return of capital | 0.06432 | 23.0% | — | —% | |||
| Total | $0.28 | 100.0% | $0.28 | 100.0% | |||
| Series A preferred shares: | |||||||
| Ordinary income | $1.65624 | 100.0% | $1.65624 | 100.0% | |||
| Return of capital | — | —% | — | —% | |||
| Total | $1.65624 | 100.0% | $1.65624 | 100.0% | |||
Equity Compensation Plan Information
The following table provides information, as of December 31, 2024, relating to our Equity Incentive Plan pursuant to which grants of common share options, share awards, share appreciation rights, performance units, LTIP units and other equity-based awards options may be granted from time to time. See Note 11 to our consolidated financial statements for additional information regarding our Equity Incentive Plan.
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | |
|---|---|---|---|
| Equity compensation plans approved by security holders¹ | — | — | 744,619 |
| Equity compensation plans not approved by security holders | — | — | — |
| Total | — | — | 744,619 |
¹ Our Equity Incentive Plan was approved by our company's sole trustee and our company's sole shareholder prior to completion of our IPO. The plan was amended and restated as of May 24, 2022 by our Board of Trustees to increase the maximum number of shares available under the plan to 4,600,000 shares. The amended and restated plan was approved by our
shareholders at our 2022 annual meeting of shareholders.
Sale of Unregistered Securities
None.
Issuer Purchases of Equity Securities
We do not currently have a repurchase plan or program in place. However, we do provide employees, who have been issued restricted common shares, the option of forfeiting shares to us to satisfy the minimum statutory tax withholding requirements on the date their shares vest. Once shares are forfeited, they are not eligible to be reissued. There were no common shares forfeited in the years ended December 31, 2024 and 2023, respectively, related to such repurchases.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.