INNSUITES HOSPITALITY TRUST

Previous wording

At January 31, 2025, and currently, the Trust owns a 75.89% sole general partner interest in the Partnership, which controls a 51.62% interest in the InnSuites hotel located in Tucson, Arizona, and a direct 21.90% interest in the InnSuites hotel located in Albuquerque, New Mexico.

Current wording

At January 31, 2026, and currently, the Trust owns a 79.18% sole general partner interest in the Partnership, which controls a 51.69% interest in the InnSuites hotel located in Tucson, Arizona. The Trust also holds a direct 21.90% interest in the InnSuites hotel located in Albuquerque, New Mexico.

Previous wording

Our results are significantly affected by the overall economy and travel, occupancy and room rates at the Hotels, our ability to manage costs, changes in room rates, and changes in the number of available suites caused by the Trust’s disposition activities. Results are also significantly impacted by overall economic conditions and conditions in the travel industry. Unfavorable changes in these factors, such as the virus-related travel slowdown in the Fiscal Year starting February 1, 2020, can and have negatively impacted hotel room demand and pricing, which reduces our profit margins. Additionally, our ability to manage costs could be adversely impacted by significant inflationary increases in operating expenses, resulting in lower operating margins, and higher hourly labor costs. Further increases in area hotel supply, hourly labor cost, declines in demand, or declines in room rates, could result in increased competition, which could have an adverse effect on the rates, revenue, costs, and profits of the Hotels in their respective markets.

Current wording

Our results are significantly affected by the overall economy and travel, occupancy and room rates at the Hotels, our ability to manage costs, changes in room rates, and changes in the number of available suites caused by the Trust’s disposition activities. Results are also significantly impacted by overall economic conditions and conditions in the travel industry. Unfavorable changes in these factors, such as the virus-related travel slowdown in the Fiscal Year starting February 1, 2020, or uncertainty in the Fiscal Year starting February 1, 2025, can and have negatively impacted hotel room demand and pricing, which reduces our profit margins. Additionally, our ability to manage costs has been and could be adversely impacted by significant inflationary increases in operating expenses, resulting in lower operating margins, and higher hourly labor costs. Further increases in area hotel supply, hourly labor cost, declines in demand, or declines in room rates, could result in increased competition, which could have an adverse effect on the rates, revenue, costs, and profits of the Hotels in their respective markets.

Previous wording

Over time, we expect our UniGen diversification efficient clean energy generation investment to grow and potentially provide a substantial source of income in the future.

Current wording

On February 20, 2026, the IHT President, Secretary/Treasurer, and CFO, were all three elected to similar management positions of UniGen Power, Inc. With this new UniGen Management in place, we expect our UniGen diversification efficient clean energy generation investment to grow and potentially provide a substantial source of income in the future. In addition, our RRF Management subsidiary took over Management of InnDependent Boutique Collection, LLC (IBC Hotels), during the Fiscal Year just ended, January 31, 2026, raising expectations of additional profits in the area of independent/boutique hotel reservations, and other hotel services for Global boutique and independent resorts and hotels. Independent hotels represent half the world’s hotels and resorts.

Previous wording

We expect the current Fiscal Year 2026 to be stable in the domestic travel industry, stable high level Hotel occupancy, continued modest increases of room rates, as well as continuation of current cost control all leading to stable profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining complementary guest items, including complimentary hot breakfast and free Internet access.

Current wording

We expect the current Fiscal Year 2027 to be stable in the domestic travel industry, stable high level Hotel occupancy, continued modest increases of room rates, as well as continuation of current cost control all leading to stable profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining popular complementary guest items, including complimentary hot, healthy breakfast and free high-speed Internet access.

Previous wording

We expect the current Fiscal Year 2026 to continue steadily for the domestic travel industry, with a stable high-level occupancy and room rates, as well as continuation of current cost control all leading to steady profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining complementary guest items, including complimentary hot breakfast and free high-speed Internet access.

Current wording

We expect the current Fiscal Year 2027 to see modest increases in profitability and demand for the domestic travel industry, with a stable high-level occupancy, modestly increasing room rates, as well as continuation of current cost control all leading to steady and improving profitability of our hotels. We believe that we have positioned the Hotels to remain competitive through our now fully completed Tucson and Albuquerque hotel refurbishments, by offering fully refurbished studios and two-room suites at each location, and by maintaining complementary guest items, including complimentary hot, healthy breakfast and free high-speed Internet access.

Previous wording

Our expenses consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, non-cash depreciation of the Hotels and hotel operating expenses. Hotel operating expenses consist primarily of payroll, guest and maintenance supplies, marketing, and utilities expenses. Management believes that a review of the historical performance of the operations of the Hotels, particularly with respect toOccupancy, which is calculated as rooms sold divided by total rooms available, average daily rate (“ADR”), calculated as total room revenue divided by number of rooms sold, and revenue per available room (“REVPAR”), calculated as total room revenue divided by number of rooms available, is appropriate for understanding revenue from the Hotels. In Fiscal Year 2025, as compared with Fiscal 2024, occupancy decreased approximately 1.75% to 74.58% from 75.91% in the prior Fiscal Year. ADR increased by $2.22, or 2.28%, to $99.68 in Fiscal Year 2025 from $97.46 in Fiscal Year 2024. The increased ADR resulted in an increase in REVPAR of $0.36, or 0.49%, to $74.34 in Fiscal Year 2025 from $73.98 in Fiscal Year 2024. The increase in ADR and REVPAR reflect the increased travel and improved economy.

Current wording

Our expenses consist primarily of property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees, non-cash depreciation of the Hotels and hotel operating expenses. Hotel operating expenses consist primarily of payroll, guest and maintenance supplies, marketing, and utilities expenses. Management believes that a review of the historical performance of the operations of the Hotels, particularly with respect toOccupancy, which is calculated as rooms sold divided by total rooms available, average daily rate (“ADR”), calculated as total room revenue divided by number of rooms sold, and revenue per available room (“REVPAR”), calculated as total room revenue divided by number of rooms available, is appropriate for understanding revenue from the Hotels. In Fiscal Year 2026, as compared with Fiscal 2025, occupancy increased approximately 2.40% to 76.98% from 74.58% in the prior Fiscal Year. ADR decreased by $4.12, or 4.13%, to $95.57 in Fiscal Year 2026 from $99.69 in Fiscal Year 2025. The decreased ADR resulted in a decrease in REVPAR of $0.77, or 1.03%, to $73.57 in Fiscal Year 2026 from $74.34 in Fiscal Year 2025. The decrease in ADR and REVPAR reflect the lower average daily rates despite improved occupancy.

Previous wording

For the Fiscal Year 2025, ending January 31, 2025, we experienced a revenue improvement. For Fiscal 2026, (February 1, 2025 to January 31, 2026), we expect stable rates, and continued stable revenues compared to both prior levels, in spite of a slowdown in demand based on economic uncertainty.

Current wording

For the Fiscal Year 2026, ending January 31, 2026, we experienced stable revenue to prior year. For Fiscal 2027, (February 1, 2026 to January 31, 2027), we expect stable rates, and continued stable revenues compared to both prior levels, despite an intermittent slowdown in demand based on economic uncertainty.

Previous wording

For the 2024 Fiscal Year (February 1, 2023 to January 31, 2024), InnSuites and the entire hotel industry in general experienced strong improvements and increased travel, resulting in much improved revenues and profits. For the 2025 Fiscal Year ended January 31, 2025, InnSuites continued this upward trend achieving record revenues.

Current wording

For the 2025 Fiscal Year (February 1, 2024 to January 31, 2025), InnSuites and the entire hotel industry in general experienced strong improvements and increased travel, resulting in much improved revenues and profits. For the 2026 Fiscal Year ended January 31, 2026, InnSuites continued this upward trend achieving record revenues, and near record Gross Operating Profit.

Previous wording

We realized a 1% increase in room revenues during Fiscal Year 2025 as room revenues were approximately $7,336,000 for the Fiscal Year ending January 31, 2025 as compared to approximately $7,292,000 for the Fiscal Year ending January 31, 2024. As room revenue increased, our food and beverage revenue increased for Fiscal Year 2025 at approximately $90,000 during Fiscal Years 2025. Other Revenue was approximately $167,000 for the Fiscal Year ending January 31, 2025 as compared to approximately $114,000 for the Fiscal Year ending January 31, 2024. The increase in Other Revenue was primarily due to a focused increase on guest fees.

Current wording

We realized a 1% decrease in room revenues during Fiscal Year 2026 as room revenues were approximately $7,254,000 for the Fiscal Year ending January 31, 2026 as compared to approximately $7,336,000 for the Fiscal Year ending January 31, 2025. Our food and beverage revenue increased for Fiscal Year 2026 to approximately $104,000 from approximately $90,000 in Fiscal Year 2025, an increase of approximately $13,000, or 14%. Other Revenue was approximately $210,000 for the Fiscal Year ending January 31, 2026 as compared to approximately $167,000 for the Fiscal Year ending January 31, 2025, an increase of approximately $43,000, or 26%. The increase in Other Revenue was primarily due to a focused increase on guest fees.

Previous wording

Total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision were approximately $8,336,000 for the twelve months ended January 31, 2025 reflecting an increase of approximately $131,000 compared to total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision of approximately $8,205,000 for the twelve months ended January 31, 2024. The increase was primarily due to an increase in room expenses, general and admirative expenses, and property taxes. Specific expense comparisons to the prior Fiscal Year are detailed in the following categories.

Current wording

Total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision were approximately $8,127,000 for the twelve months ended January 31, 2026 reflecting a decrease of approximately $209,000 compared to total expenses before interest expense, employee retention credit, sales and occupancy taxes and income tax provision of approximately $8,336,000 for the twelve months ended January 31, 2025. The decrease was primarily due to decreases in room expenses, general and administrative expenses, and real estate and personal property taxes. Specific expense comparisons to the prior Fiscal Year are detailed in the following categories.

Previous wording

Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $2,614,000 for the Fiscal Year ended January 31, 2025 compared to approximately $2,525,000 in the prior year period for an increase of approximately $89,000, or 4%. Room expenses increased due to rising economic costs.

Current wording

Room expenses consisting of salaries and related employment taxes for property management, front office, housekeeping personnel, reservation fees and room supplies were approximately $2,549,000 for the Fiscal Year ended January 31, 2026 compared to approximately $2,614,000 in the prior year period for a decrease of approximately $65,000, or 2%. Room expenses decreased due to cost management initiatives.

Previous wording

General and administrative expenses include overhead charges for management, accounting, shareholder, and legal services. General and administrative expenses of approximately $2,218,000 for the twelve months ended January 31, 2025, decreased approximately $252,000 from approximately $2,470,000 for the twelve months ended January 31, 2024 primarily due cost cutting initiatives at the Corporate office.

Current wording

General and administrative expenses include overhead charges for management, accounting, shareholder, and legal services. General and administrative expenses of approximately $2,179,000 for the twelve months ended January 31, 2026, decreased approximately $39,000 from approximately $2,218,000 for the twelve months ended January 31, 2025 primarily due to cost cutting initiatives at the Corporate office.

Previous wording

Sales and marketing expense increased approximately $44,000, or 11%, to approximately $453,000 for the twelve months ended January 31, 2025 from approximately $409,000 for the twelve months ended January 31, 2024. Backfilled positions for sales and marketing resources accounted for the increase.

Current wording

Sales and marketing expense remained flat at approximately $453,000 for the twelve months ended January 31, 2026 compared to approximately $453,000 for the twelve months ended January 31, 2025.

Previous wording

Repairs and maintenance expense decreased by approximately $36,000, or 8%, to approximately $430,000 for the twelve months ended January 31, 2025 from approximately $466,000 for the twelve months ended January 31, 2024. Having completed the property improvements at our Tucson, Arizona hotel Management anticipates the improvements which complies with the increasing Best Western standards, will lead to improvement in guest satisfaction and will drive additional revenue growth through increased occupancy and increased rates in the year ahead.

Current wording

Repairs and maintenance expense decreased by approximately $2,000, or less than 1%, to approximately $428,000 for the twelve months ended January 31, 2026 from approximately $430,000 for the twelve months ended January 31, 2025. Having completed the property improvements at our Tucson, Arizona hotel Management anticipates the improvements which complies with the increasing Best Western standards, will lead to improvement in guest satisfaction and will drive additional revenue growth through increased occupancy and increased rates in the year ahead.

Previous wording

Hospitality expense increased by approximately $148,000, or 32%, to approximately $608,000 for the twelve months ended January 31, 2025 from approximately $459,000 for the twelve months ended January 31, 2024. The increase was primarily due to increased breakfast and social hours offerings at the hotel properties, with competitive pressures on complimentary breakfast, which is our number one most popular guest amenity.

Current wording

Hospitality expense increased by approximately $3,000, or less than 1%, to approximately $611,000 for the twelve months ended January 31, 2026 from approximately $608,000 for the twelve months ended January 31, 2025. The increase was primarily due to increased breakfast and social hours offerings at the hotel properties, with competitive pressures on complimentary breakfast, which is our number one most popular guest amenity.

Previous wording

Utility expenses decreased approximately $22,000, or 5%, to approximately $402,000 reported for the twelve months ended January 31, 2025 from approximately $423,000 for the twelve months ended January 31, 2024.

Current wording

Utility expenses decreased approximately $3,000, or less than 1%, to approximately $398,000 reported for the twelve months ended January 31, 2026 from approximately $402,000 for the twelve months ended January 31, 2025.

Previous wording

Hotel property depreciation expenses increased by approximately $27,000 to approximately $706,000 for the twelve months ended January 31, 2025 from approximately $679,000 for the twelve months ended January 31, 2024. Increased depreciation resulted from continued capital expenditure investments in the hotels.

Current wording

Hotel property depreciation expenses increased by approximately $68,000 to approximately $774,000 for the twelve months ended January 31, 2026 from approximately $706,000 for the twelve months ended January 31, 2025. Increased depreciation resulted from continued capital expenditure investments in the hotels.

Previous wording

Real estate and personal property taxes, Insurance and Ground Rent expenses increased approximately $226,000, or 41%, to approximately $779,000 for the twelve months ended January 31, 2025 from approximately $553,000 for the twelve months ended January 31, 2024. Insurance expense, which increased sharply in Fiscal Year 2025, has been reduced substantially for Fiscal Year 2026 (February 1, 2025 through January 1, 2026).

Current wording

Real estate and personal property taxes, Insurance and Ground Rent expenses decreased approximately $177,000, or 23%, to approximately $602,000 for the twelve months ended January 31, 2026 from approximately $780,000 for the twelve months ended January 31, 2025. Insurance expense, which increased sharply in Fiscal Year 2025, has been reduced substantially for Fiscal Year 2026 (February 1, 2025 through January 31, 2026).

Previous wording

Two principal sources of cash to meet our cash requirements, include monthly management fees from our two hotels and distributions of our share of the Partnership’s cash flow of the Tucson hotel and quarterly distributions from the Albuquerque, New Mexico properties. Additional sources of cash include potential intercompany loan repayments, potential future real estate hotel sales, and potential returns on diversified investments. The Partnership’s principal source of revenue is hotel operations for the hotel property it owns in Tucson, Arizona. Our liquidity, including our ability to make distributions to our shareholders, will depend upon our ability, and the Partnership’s ability, to generate sufficient cash flow from hotel operations, from management fees, and from the potential sale and/or refinance of the hotel, and to service our debt including repayment of intercompany loan from Tucson.

Current wording

Two principal sources of cash to meet our cash requirements, include monthly management fees from our two hotels and distributions of our share of the Partnership’s cash flow of the Tucson hotel and quarterly distributions from the Albuquerque, New Mexico properties. Additional sources of cash include potential intercompany loans, potential future real estate hotel sales, and potential returns on diversified investments. The Partnership’s principal source of revenue is hotel operations for the hotel property it owns in Tucson, Arizona. Our liquidity, including our ability to make distributions to our shareholders, will depend upon our ability, and the Partnership’s ability, to generate sufficient cash flow from hotel operations, from management fees, and from the potential sale and/or refinance of the hotel, and to service our debt including repayment of an intercompany loan from Tucson.

Previous wording

With approximately $93,000 of cash as of January 31, 2025 and the availability of three $250,000 bank lines of credit, and approximately $850,000 available from the $2,000,000 related party Demand/Revolving Line of Credit/Promissory Note, and the availability of Advances to Affiliate credit facilities and available Bank line of Credit, we believe that we will have enough cash on hand to meet all of our financial obligations as they become due for at least the next twelve months from the issuance date of the these consolidated financial statements. Our management is analyzing other strategic options available to us, including raising additional funds, asset sales, and benefiting from clean energy investment cash flow as our diversification investment progresses. However, such transactions may not be available on terms that are favorable to us, or at all.

Current wording

With approximately $350,000 of cash as of January 31, 2026 and the availability of three $250,000 bank lines of credit, and approximately $850,000 available funds from the $2,500,000 related party Demand/Revolving Line of Credit/Promissory Note, and the availability of Advances to Affiliate credit facilities and available Bank line of Credit, we believe that we will have enough cash on hand to meet all of our financial obligations as they become due for at least the next twelve months from the issuance date of the these consolidated financial statements. Our management is analyzing other strategic options available to us, including raising additional funds, asset sales, and benefiting from clean energy investment cash flow as our diversification investment progresses. However, such transactions may not be available on terms that are favorable to us, or at all.

Previous wording

We anticipate steady leisure travel demand, modestly increased hotel rates, and limited additional new-build hotel supply in our markets during the current Fiscal Year 2026, and accordingly we anticipate a continued solid revenues. We expect challenges for the remaining Fiscal Year to be the economy, tariffs, inflation, and cost control. Travel, leisure, corporate, and group business may further increase room rates while maintaining and/or building market share in Fiscal Year 2026. Government travel levels are uncertain for the remainder of the current 2026 Fiscal Year.

Current wording

For the Fiscal year 2027 ahead, we expect stable occupancy, modestly increased hotel rates, and limited additional new-build hotel supply in our markets, and accordingly we anticipate continued solid revenues. We expect challenges for the remaining Fiscal Year to be the economy, international uncertainty, tariffs, inflation, and cost control. Added strength in travel, leisure, corporate, and group business may further increase room rates while maintaining and/or building market share in Fiscal Year 2026. Government travel levels are uncertain, but may start to rebound in the remainder of the current 2027 Fiscal Year.

Previous wording

Cash used in operating activities totaled approximately $1,059,000 during the twelve months ended January 31, 2025 as compared to net cash provided of approximately $1,432,000 during the twelve months ended January 31, 2024. Consolidated net loss was approximately $1,392,000 for the twelve months ended January 31, 2025 as compared to consolidated net income for the twelve months ended January 31, 2024 of approximately $277,000. Explanation of the differences between these Fiscal Years are explained above in the results of operations of the Trust.

Current wording

Cash used in operating activities totaled approximately $11,000 during the twelve months ended January 31, 2026 as compared to net cash used of approximately $1,059,000 during the twelve months ended January 31, 2025. Consolidated net loss was approximately $1,391,000 for the twelve months ended January 31, 2026 as compared to consolidated net loss for the twelve months ended January 31, 2025 of approximately $1,392,000. Explanation of the differences between these Fiscal Years are explained above in the results of operations of the Trust.

Previous wording

Adjusted EBITDA is defined as earnings before interest expense, amortization of loan costs, interest income, income taxes, depreciation and amortization, and non-controlling interests in the Trust. We present Adjusted EBITDA because we believe these measurements (a) more accurately reflect the ongoing performance of our hotel assets and other investments, (b) provide more useful information to investors as indicators of our ability to meet our future debt payments and working capital requirements, and (c) provide an overall evaluation of our financial condition. Adjusted EBITDA as calculated by us may not be comparable to Adjusted EBITDA reported by other companies that do not define Adjusted EBITDA exactly as we define the term. Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity.

Current wording

Adjusted EBITDA is defined as earnings before interest expense, amortization of loan costs, interest income, income taxes, non-cash depreciation and amortization, and non-controlling interests in the Trust. We present Adjusted EBITDA because we believe these measurements (a) more accurately reflect the ongoing performance of our hotel assets and other investments, (b) provide more useful information to investors as indicators of our ability to meet our future debt payments and working capital requirements, and (c) provide an overall evaluation of our financial condition. Adjusted EBITDA as calculated by us may not be comparable to Adjusted EBITDA reported by other companies that do not define Adjusted EBITDA exactly as we define the term. Adjusted EBITDA does not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to (a) GAAP net income or loss as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity.

Previous wording

The Trust reported Consolidated Net Loss from operations of approximately $743,000 for the Fiscal Year ended January 31, 2025 compared to Consolidated Net Loss from operations before other income, interest expense, and the Employee Retention Credit of approximately $721,000 for the Fiscal Year ended January 31, 2024. Fiscal 2025 and 2024 Consolidated Net Loss from operations included non-cash depreciation of approximately $706,000 and $679,000, respectively. Fiscal 2025 Consolidated Net Loss from operations before non-cash depreciation was approximately $685,000 as compared to Consolidated Net Income from operations before non-cash depreciation of approximately $883,000 for Fiscal 2024.

Current wording

The Trust reported Consolidated Net Loss from operations of approximately $434,000 for the Fiscal Year ended January 31, 2026 compared to Consolidated Net Loss from operations before other income, interest expense, and the Employee Retention Credit of approximately $743,000 for the Fiscal Year ended January 31, 2025. Fiscal 2026 and 2025 Consolidated Net Loss from operations included non-cash depreciation of approximately $774,000 and $706,000, respectively. Fiscal 2026 Consolidated Net Loss from operations before non-cash depreciation was approximately $303,000 as compared to Consolidated Net Loss from operations before non-cash depreciation of approximately $686,000 for Fiscal 2025.

Previous wording

In viewing the hotel industry cycles, the Board of Trustees determined that it was appropriate to continue to actively seek buyers for our two remaining Hotel properties. We continue to make our Tucson Hotel and Albuquerque Hotel available for sale at market value, on the website www.suitehotelsrealty.com.

Current wording

In viewing the hotel industry cycles, the Board of Trustees determined that it was appropriate to continue to seek buyers for one or both of our two remaining Hotel properties. We continue to make our Tucson Hotel and Albuquerque Hotel available for sale at market value, on the website www.suitehotelsrealty.com.

Previous wording

Our long-term strategic plan is to obtain the full benefit of our real estate equity, to benefit from our UniGen Power, Inc., (UniGen) clean energy operation diversified investment, to benefit from a potential operations and branding diversification, and to pursue a merger with another company, likely a private larger entity that seeks to go public to list on the NYSE AMERICAN Exchange.

Current wording

Our long-term strategic plan is to obtain the full benefit of our real estate equity, to benefit from our UniGen Power, Inc., (UniGen) clean electricity energy operation diversified investment, to benefit from IBC independent hotel services potential operations and branding diversification, and to pursue a merger with another company, likely a private larger entity that seeks to go public to list on the NYSE AMERICAN Exchange. We are experiencing increased interest from reverse merger candidates.

Previous wording

For information on the Trust’s Share Repurchase Program, see Part II, Item 5. “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

Current wording

For information on the Trust’s Share Repurchase Program, see Part II, Item 5. “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” Effective in April of 2026, IHT once again aggressively began participating in the Share Repurchase Program, which management believes to have strong value potential available in the IHT Stock.

Previous wording

As a partial balance to the current hotel industry, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investments in the years ahead. See Note 2 of the unaudited consolidated financial statements for discussion on UniGen.

Current wording

As a partial balance to the current hotel industry exposure, the Trust looks to benefit from, and expand, its UniGen clean energy operation diversification investment, and the IBC diversification option to purchase at cost, in the years ahead. See Note 6 of the audited consolidated financial statements for discussion IBC, and Note 7 for discussion on UniGen.

Previous wording

Revenues are primarily derived from the sources below and are recognized as services are rendered and when collectability is reasonably assured. Amounts received in advance of revenue recognition are considered deferred liabilities and are generally not significant.

Current wording

Revenues are primarily derived from the sources below and are recognized as services are rendered and it is probable that the entity will collect substantially all of the consideration. Amounts received in advance of revenue recognition are considered deferred liabilities and are generally not significant.

Previous wording

Each room night consumed by a guest with a cancelable reservation represents a contract whereby the Trust has a performance obligation to provide the room night at an agreed upon price. For cancellable reservations, the Trust recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. For room nights consumed by a guest with a non-cancellable reservation, the entire reservation period represents the contract term whereby the Trust has a performance obligation to provide the room night or nights at an agreed upon price. For non-cancellable reservations, the Trust recognizes revenue over the term of the performance period (i.e., the reservation period) as room nights are consumed. For these reservations, the room rate is typically fixed over the reservation period. The Trust uses an output method based on performance completed to date (i.e., room nights consumed) to determine the amount of revenue it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout.

Current wording

Each room night consumed by a guest with a cancellable reservation represents a contract whereby the Trust has a performance obligation to provide the room night at an agreed upon price. For cancellable reservations, the Trust recognizes revenue as each performance obligation (i.e., each room night) is met. Such contract is renewed if the guest continues their stay. For room nights consumed by a guest with a non-cancellable reservation, the entire reservation period represents the contract term whereby the Trust has a performance obligation to provide the room night or nights at an agreed upon price. For non-cancellable reservations, the Trust recognizes revenue over the term of the performance period (i.e., the reservation period) as room nights are consumed. For these reservations, the room rate is typically fixed over the reservation period. The Trust uses an output method based on performance completed to date (i.e., room nights consumed) to determine the amount of revenue it recognizes on a daily basis if the length of a non-cancellable reservation exceeds one night since consumption of room nights indicates when services are transferred to the guest. In certain instances, variable consideration may exist with respect to the transaction price, such as discounts, coupons and price concessions made upon guest checkout.

Previous wording

We rely entirely on the performance of the Hotels and InnSuites ability to increase revenue to keep pace with inflation. Operators of hotels in general, and InnSuites in particular, can change and do change room rates often and quickly, but competitive pressures may limit InnSuites ability to raise rates as fast as or faster than inflation. During Fiscal Year 2025, ended January 31, 2025, InnSuites did experience substantial increases in rates to offset the inflationary increase labor and other expenses. During the current Fiscal 2026, rates are more stable.

Current wording

We rely on the performance of the Hotels and InnSuites ability to increase revenue to keep pace with inflation. Operators of hotels in general, and InnSuites in particular, can change and do change room rates often and quickly, but competitive pressures may limit InnSuites ability to raise rates as fast as or faster than inflation. During Fiscal Year 2026, ended January 31, 2026, InnSuites did experience increases in rates to offset the inflationary increase labor and other expenses. During the current Fiscal 2027, rates are more stable.

Previous wording

On December 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”). InnSuites Hospitality Trust (IHT) made an initial $1 million diversification investment in late Fiscal Year 2020 and early Fiscal Year 2021. UniGen is in the process of developing a patented high profit potential new efficient clean energy generation innovation. The initial investment was made December 16, 2019, with positive progress to date despite the virus, setbacks, international vendor travel disruptions, cost overruns, and delays. The investment includes convertible bonds, stocks, and warrants to purchase UniGen stock upon election of the Trust. The investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment to UniGen requiring any restriction of cash.

Current wording

On December 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”). InnSuites Hospitality Trust (IHT) made an initial $1 million diversification investment in late Fiscal Year 2020 and early Fiscal Year 2021. UniGen is in the process of developing a patented high profit potential new efficient clean energy generation innovation. The initial investment was made December 16, 2019, with some progress to date despite the virus, setbacks, international vendor travel disruptions, cost overruns, and delays. The investment includes convertible bonds, stocks, and warrants to purchase UniGen stock upon election of the Trust. The investment is valued at fair value (level 3), as defined in Note 2 of the Consolidated Financial Statements. There is no Investment Commitment to UniGen requiring any restriction of cash.

Previous wording

The Trust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”) (the “Loan”) at an annual interest rate of 6% ($15,000 per quarter). The Debentures are convertible into 1,000,000 Class A shares of UniGen Common Stock at an initial conversion rate of $1.00 per share. UniGen is delinquent on quarterly interest payments, and is currently seeking additional investors, including potential future investment by IHT.

Current wording

The Trust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”) (the “Loan”) at an annual interest rate of 6% ($15,000 per quarter). The Debentures are convertible into 1,000,000 Class A shares of UniGen Common Stock at an initial conversion rate of $1.00 per share. UniGen is delinquent on quarterly interest payments. Newly elected UniGen management was installed shortly after the end of the 2026 Fiscal Year, (Ending January 31, 2026), on February 20, 2026.

Previous wording

The Trust has purchased in addition approximately 575,000 shares of UniGen stock.

Current wording

The Trust has purchased in addition approximately 575,000 shares of UniGen stock, and holds Warrants with expiration dates extended to June 30, 2029.

Previous wording

Engineering work is 61% complete, according to UniGen, on the prototype. UniGen is currently concentrating on its current round of capital raising. IHT may participate in an upcoming round of capital raising.

Current wording

UniGen announced that the engineering work is 61% complete, according to UniGen, on the first two prototypes. IHT may participate in an upcoming round of capital raising, now that the new management team is in place.

Previous wording

Based on a 96 core “super computer” simulated test together with advanced software, UniGen has confirmed that the UPI 1000TA engine with the addition of recent potential technological advancements, is approximately 33% more fuel efficient than first estimated and will emit only approximately 25% of the maximum admissions allowed by CARB, the strictest of the regulatory standards issued by the state of California. Recent projections of demand for electricity including data centers, electric vehicles and artificial intelligence indicates the market demand for electricity over the next five years in the U.S. may double.

Current wording

Based on a 96 core “super computer” simulated test together with advanced software, UniGen has confirmed that the UPI 1000TA engine with the addition of recent potential technological advancements, is approximately 33% more fuel efficient than first estimated and will emit only approximately 25% of the maximum admissions allowed by CARB, the strictest of the regulatory standards issued by the state of California.

Previous wording

James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) both lack significant UniGen control. They have two of the five UniGen Board of Directors seats or 40% and were elected in December 2019 to serve on the board of UniGen to monitor and assist in the success of this potentially power industry disruptive relatively clean energy generation innovation.

Current wording

As of January 31, 2026, James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) both lacked significant UniGen control. They had two of the five UniGen Board of Directors seats or 40% and were elected in December 2019 to serve on the board of UniGen to monitor and assist in the success of this potentially power industry disruptive relatively clean energy generation innovation.