Q - Summit Hotel Properties,

Previous wording

•our ability to successfully execute our share repurchase program or implement future share repurchase programs; and

Current wording

•our ability to successfully execute our share repurchase program or implement future share repurchase programs;

Previous wording

Summit Hotel Properties, Inc. is a self-managed lodging property investment company that was organized in June 2010 and completed its initial public offering in February 2011. We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. Our lodging properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, and leisure attractions. Substantially all of our assets are held by, and all of our operations are conducted through, our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”). Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At March 31, 2025, we owned, directly and indirectly, approximately 90% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding 6.25% Series E and 5.875% Series F preferred units of limited partnership interest. NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC own all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership (“Series Z Preferred Units”), which was issued as part of the NCI Transaction (as defined in“Note 5 -Debt” to the accompanying Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”

Current wording

Summit Hotel Properties, Inc. is a self-managed lodging property investment company that was organized in June 2010 and completed its initial public offering in February 2011. We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. Our lodging properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, and leisure attractions. Substantially all of our assets are held by, and all of our operations are conducted through, our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”). Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At June 30, 2025, we owned, directly and indirectly, approximately 89% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding 6.25% Series E and 5.875% Series F preferred units of limited partnership interest. NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC own all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership (“Series Z Preferred Units”), which was issued as part of the NCI Transaction (as defined in“Note 5 -Debt” to the accompanying Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”

Previous wording

At March 31, 2025, our portfolio consisted of 97 lodging properties with a total of 14,555 guestrooms located in 25 states of the United States of America. We own our lodging properties in fee simple, except for seven lodging properties which are subject to ground leases or subleases. As of March 31, 2025, we own 100% of the outstanding equity interests in 53 of the 97 lodging properties. We own a 51% controlling interest in 41 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90% equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.

Current wording

At June 30, 2025, our portfolio consisted of 97 lodging properties with a total of 14,577 guestrooms located in 25 states of the United States of America. We own our lodging properties in fee simple, except for seven lodging properties which are subject to ground leases or subleases. As of June 30, 2025, we own 100% of the outstanding equity interests in 53 of the 97 lodging properties. We own a 51% controlling interest in 41 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90% equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.

Previous wording

On April 29, 2025, our Board of Directors authorized the repurchase of up to $50.0 million of our common stock (the “2025 Share Repurchase Program”). Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act, and other applicable legal requirements. We have no obligation to repurchase any shares under the program, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Share Repurchase Program does not have an expiration date. Currently, $50.0 million remains available for repurchases under the 2025 Share Repurchase Program.

Current wording

On April 29, 2025, our Board of Directors authorized the repurchase of up to $50 million of our common stock (the “2025 Share Repurchase Program”). Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act, and other applicable legal requirements. We have no obligation to repurchase any shares under the program, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Share Repurchase Program does not have an expiration date.

Previous wording

Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of demand, and therefore lodging revenues, include changes in gross domestic product, corporate profits, capital investments, employment, and consumer and corporate sentiment. From a cost perspective, elevated inflation increased the cost of salaries, wages, supplies, material, freight, insurance and energy in recent years. A portion of these costs were partially offset by increases in average rates for lodging properties. Expense growth has moderated to a pace consistent with historical long-term inflation rates; however, certain costs remain above historical levels and could be further affected by recent tariff activity.

Current wording

Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of demand, and therefore lodging revenues, include changes in gross domestic product, corporate profits, capital investments, employment, and consumer and corporate sentiment. From a cost perspective, elevated inflation increased the cost of salaries, wages, supplies, material, freight, insurance and energy in recent years. A portion of these costs were partially offset by increases in average rates for lodging properties. Expense growth has moderated to a pace consistent with historical long-term inflation rates; however, certain costs remain above historical levels and could be further affected by changes in tariff policies and agreements.

Previous wording

During the three months ended March 31, 2025, we experienced modest same-store revenue growth resulting from stable group travel and business transient demand which offset a reduction in government-related travel as well as inbound international travel. Changes in U.S. financial policies, including recently announced tariffs, have created uncertainty and volatility in the financial markets, which has had a negative effect on consumer and corporate sentiment. This could result in a reduction in near-term lodging demand. The long-term outlook for the industry remains favorable as forecasted room night demand growth and increases in average daily rate, coupled with minimal supply growth, are expected to drive industry RevPAR growth over the next several years.

Current wording

During the six months ended June 30, 2025, we experienced a modest same-store revenue decline resulting primarily from a reduction in government-related and inbound international travel. Recent policy changes, including tariff policies, as well as continued concerns related to inflationary pressures, have created macroeconomic uncertainty which has had a negative effect on consumer and corporate sentiment and spending. This has resulted in modest near-term pricing pressure in certain demand segments. The medium- and long-term outlook for the industry remains favorable as forecasted room night demand growth and increases in average daily rate, coupled with minimal supply growth, are expected to drive industry RevPAR growth over the next several years.

Previous wording

According to current chain scales as defined by Smith Travel Research, Inc. (“STR”), as of March 31, 2025, six of our lodging properties with a total of 953 guestrooms are categorized as Upper-upscale hotels, 74 of our lodging properties with a total of 11,295 guestrooms are categorized as Upscale hotels and 15 of our lodging properties with a total of 2,248 guestrooms are categorized as Upper-midscale hotels. We have one lodging asset that is a 12-unit glamping property and one 47-unit independent lodging property that are not categorized by STR. Lodging property information at March 31, 2025 is as follows:

Current wording

According to current chain scales as defined by STR Global (“STR”), as of June 30, 2025, six of our lodging properties with a total of 953 guestrooms are categorized as Upper-upscale hotels, 74 of our lodging properties with a total of 11,296 guestrooms are categorized as Upscale hotels and 15 of our lodging properties with a total of 2,248 guestrooms are categorized as Upper-midscale hotels. We have two independent lodging properties that are not categorized by STR. Lodging property information at June 30, 2025 is as follows:

Previous wording

•Revenues and RevPAR. Room revenues for our total portfolio during the first quarter of 2025 compared with the first quarter of 2024 decreased by $3.7 million as a result of a $4.3 million decrease in room revenues due to the net effect of the sale of five lodging properties during the year ended December 31, 2024 (the "2024 Sold Properties") and the acquisition of two lodging properties during the year ended December 31, 2024 (the "2024 Acquired Properties"), partially offset by a $0.6 million increase in same-store revenues driven by stable business transient and group demand, which mitigated the effect of the reduced government-related and inbound international travel.

Current wording

•Revenues and RevPAR. Room revenues for our total portfolio during the second quarter of 2025 compared with the second quarter of 2024 decreased by $2.4 million as a result of a $6.2 million decrease in same-store revenues driven by reduced government-related and inbound international travel, partially offset by a $3.8 million increase in room revenues due to the net effect of the acquisition of two lodging properties (the "2024 Acquired Properties") and the sale of four lodging properties (the "2024 Partial Year Sold Properties").

Previous wording

•Room Expenses. Room expenses for our total portfolio for the first quarter of 2025 compared with the first quarter of 2024 increased $0.2 million as a result of a $0.7 million increase in same-store room expenses primarily driven by an increase of 0.8% in same-store occupancy, offset by a net $0.5 million decrease in room expenses due to the net effect of the sale of the 2024 Sold Properties and the acquisition of the 2024 Acquired Properties.

Current wording

•Room Expenses. Room expenses for our total portfolio for the second quarter of 2025 compared with the second quarter of 2024 increased $1.1 million as a result of a $0.7 million increase in same-store room expenses primarily driven by an increase in labor and benefits expenses, and a $0.4 million increase in room expenses due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Partial Year Sold Properties.

Previous wording

•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues increased $0.2 million for the first quarter of 2025 compared with the first quarter of 2024 due to a $0.2 million increase in same-store food and beverage revenues as a result of a 0.8% increase in occupancy. Total portfolio food and beverage expenses decreased by $0.2 million primarily as a result of a $0.2 million decrease in same-store food and beverage expenses due to the modification of various breakfast programs and the benefit from certain special events during the three months ended March 31, 2025 that resulted in a modest reduction in food and beverage expenses of 2.6% compared to the same period of the prior year.

Current wording

•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues increased $1.1 million for the second quarter of 2025 compared with the second quarter of 2024 primarily due to a $1.0 million increase in same-store food and beverage revenues driven by the modification of certain breakfast programs and special events. Total portfolio food and beverage expenses increased by $0.7 million as a result of a $0.6 million increase in same-store food and beverage expenses primarily to support the increase in food and beverage revenues.

Previous wording

•Depreciation and Amortization. Depreciation and amortization increased by $0.4 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily due to an increase of $1.2 million as a result of the net effect of the sale of the 2024 Sold Properties and the acquisition of the 2024 Acquired Properties, partially offset by a $0.8 million decrease in same-store depreciation and amortization, as the reduction from fully depreciated assets exceeded the depreciation of assets placed in service as a result of completed renovations.

Current wording

•Depreciation and Amortization. Depreciation and amortization increased by $0.8 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to an increase of $1.1 million in depreciation and amortization as a result of the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Partial Year Sold Properties, partially offset by a $0.3 million decrease in same-store depreciation and amortization, as the reduction from fully depreciated assets exceeded the depreciation of assets placed in service as a result of completed renovations.

Previous wording

•Corporate General and Administrative. Corporate general and administrative expenses increased by $0.3 million during the three months ended March 31, 2025 primarily due to an increase in corporate employee-related costs.

Current wording

•Corporate General and Administrative. Corporate general and administrative expenses decreased by $0.4 million during the three months ended June 30, 2025 primarily due to a decrease in corporate employee-related costs.

Previous wording

•Interest Expense. Interest expense decreased by $1.6 million during the three months ended March 31, 2025 primarily due to lower average interest rates coupled with a decrease in our average outstanding debt for the current period compared with the three months ended March 31, 2024.

Current wording

•Interest Expense. Interest expense decreased by $0.2 million during the three months ended June 30, 2025 primarily due to lower average interest rates during the period, partially offset by an increase in the average debt outstanding during the three months ended June 30, 2025 compared to the same period of the prior year.

Previous wording

•Interest Income. Interest income decreased by $0.2 million during the three months ended March 31, 2025 primarily due to non-cash interest income related to the amortization of the Onera Purchase Option recorded during the three months ended March 31, 2024, which was fully amortized in September 2024.

Current wording

•Interest Income. Interest income decreased by $0.3 million during the three months ended June 30, 2025 due to non-cash interest income related to the amortization of the Onera Purchase Option recorded during the three months ended June 30, 2024, which was fully amortized in September 2024, combined with a decrease related to interest earned on money market accounts during the comparable three-month periods.

Previous wording

•Other Income, net. Other income, net for the three months ended March 31, 2025 consists primarily of $0.7 million of third-party tenant income, the realization of approximately $0.7 million of tax rebates related to the NCI Transaction during the period, partially offset by a net casualty loss of $0.3 million.

Current wording

•Other Income, net. Other income, net for the three months ended June 30, 2025 consists primarily of $0.9 million of third-party tenant income, the realization of approximately $0.3 million of tax rebates related to the NCI Transaction during the period, partially offset by a net casualty loss of $0.4 million.

Previous wording

Other income, net for the three months ended March 31, 2024 consists primarily of $0.6 million of third-party tenant income, the realization of approximately $0.4 million of tax rebates related to the NCI Transaction during the period, and net casualty income of $0.3 million, partially offset by debt transaction costs of $0.6 million related to the replacement of a term loan during the first quarter of 2024.

Current wording

Other income, net for the three months ended June 30, 2024 consists primarily of $0.7 million of third-party tenant income, the realization of approximately $0.4 million of tax rebates related to the NCI Transaction during the period, $0.4 million in state grants awarded during the period, and net casualty income of $0.6 million.

Previous wording

•Income Tax Expense. The Company recorded a $0.8 million income tax expense during the three months ended March 31, 2025, which represents an increase of $0.5 million when compared with the same period in the previous year. Income tax expense varies based on changes in our forecasted effective tax rate over the course of the year and variability in quarterly net income (loss).

Current wording

•Income Tax Expense. The Company recorded a $1.2 million income tax expense during the three months ended June 30, 2025, which represents a decrease of $1.2 million from the same period in the previous year. Income tax expense varies based on changes in our forecasted effective tax rate over the course of the year and variability in quarterly net income (loss).

Previous wording

On a same store basis, we experienced an increase of 0.8% in occupancy and a 0.7% increase in ADR during the first quarter of 2025. This resulted in an increase in same-store RevPAR of 1.5% for the first quarter of 2025 compared with the first quarter of 2024.

Current wording

Occupancy increased by 0.4% and ADR decreased by 1.4% for the total portfolio during the six months ended June 30, 2025, which resulted in a 0.9% decrease in RevPAR. On a same store basis, we experienced an increase of 0.2% in occupancy and a 1.3% decrease in ADR during the six months ended June 30, 2025. This resulted in a decrease in same-store RevPAR of 1.2% for the six months ended June 30, 2025. The declines in ADR were primarily driven by a modest shift in mix towards lower rated demand channels.

Previous wording

•Other Lodging Property Operating Revenues and Expenses. Other lodging property and operating revenues for our total portfolio during the first quarter of 2025 compared with the first quarter of 2024 decreased $0.1 million as a result of a $0.2 million decline in other lodging property operating revenues due to the net effect of the sale of the 2024 Sold Properties and the acquisition of the 2024 Acquired Properties, partially offset by a $0.1 million increase in same-store other lodging property operating revenues driven by an increase in parking and resort fees.

Current wording

•Other Revenues and Other Lodging Property Operating Expenses. Other lodging property operating revenues for our total portfolio during the six months ended June 30, 2025 compared with the six months ended June 30, 2024 increased by $0.2 million as a result of a $0.4 million increase in same-store other lodging property and operating revenues related to an increase in parking and resort/amenities fees, partially offset by a $0.2 million decrease in other lodging property operating revenues driven by the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties.

Previous wording

The $0.7 million increase in other lodging property operating expenses for the total portfolio for the three months ended March 31, 2025 in comparison with the three months ended March 31, 2024 was attributable to a $1.6 million increase in same-store other lodging property operating expenses. This increase was driven by labor costs, sales and marketing costs, and utilities. These increases were partially offset by a $0.9 million decrease in other lodging property operating expenses due to the net effect of the sale of the 2024 Sold Properties and the acquisition of the 2024 Acquisition Properties.

Current wording

The $2.1 million increase in other lodging property operating expenses for the total portfolio for the six months ended June 30, 2025 in comparison with the six months ended June 30, 2024 was driven by increased labor costs, sales and marketing costs, and utilities. These increases were partially offset by a $0.3 million decrease in other lodging property operating expenses due to the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties.

Previous wording

•Property Taxes, Insurance and Other. The decrease in Property taxes, insurance and other during the three months ended March 31, 2025 is primarily the result of lower property taxes of approximately $0.2 million due to the net effect of the sale of the 2024 Sold Properties and the acquisition of the 2024 Acquired Properties, an increase in property tax refunds of $0.3 million as a result of successful appeal efforts to reduce property tax assessments, combined with a $0.4 million decrease in insurance costs.

Current wording

•Property Taxes, Insurance and Other. The $0.6 million decrease in Property taxes, insurance and other during the six months ended June 30, 2025 is primarily due to a $0.7 million decrease in insurance premiums and the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties, partially offset by a $0.3 million increase in property taxes.

Previous wording

•Management Fees. Management fees decreased during the three months ended March 31, 2025 by $0.4 million as a result of lower revenues for the period primarily due to the net effect of the sale of the 2024 Sold Properties and the acquisition of the 2024 Acquired Properties.

Current wording

•Management Fees. Management fees decreased during the six months ended June 30, 2025 by $0.4 million as a result of a $4.0 million decrease in same-store revenues and the net effect of the acquisition of the 2024 Acquired Properties and the sale of the 2024 Sold Properties.

Previous wording

(1) The weighted-average diluted shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three months ended March 31, 2025 and 2024 includes the dilutive effect of our outstanding restricted stock awards. These shares were excluded from our weighted-average shares outstanding used to calculate net loss per share because they would have been antidilutive.

Current wording

(1) The weighted-average diluted shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Units for the three and six months ended June 30, 2025 are added to the weighted average diluted common shares outstanding since the weighted average diluted common shares outstanding exclude the dilutive effect of our outstanding restricted stock awards because they would have been antidilutive.

Previous wording

(2) The Company includes the outstanding OP units issued by Summit Hotel OP, LP, the Company’s operating partnership, held by limited partners other than the Company because the OP units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one-for-one basis.

Current wording

(2) The Company includes the outstanding OP units issued by Summit Hotel OP, LP, the Company’s operating partnership, held by limited partners other than the Company because the OP units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one-for-one basis. The weighted average common shares outstanding - diluted included the OP units for the three and six months ended June 30, 2024 since those units were included in our calculation of our fully diluted earnings per share calculation.

Previous wording

(3) The weighted-average shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Unit for the three months ended March 31, 2025 and 2024 exclude the potential dilution related to our Convertible Notes as we intend to settle the Convertible Notes at maturity in cash.

Current wording

(3) The weighted-average shares of Common Stock and Common Units used to calculate FFO and AFFO per share of Common Stock and Common Unit for the three and six months ended June 30, 2025 and 2024 exclude the potential dilution related to our Convertible Notes as we intend to settle the Convertible Notes at maturity in cash.

Previous wording

AFFO applicable to shares of common stock and Common Units decreased by $2.6 million for the three months ended March 31, 2025 compared with the three months ended March 31, 2024 due to a decrease in hotel EBITDA from the net effect of the sale of the 2024 Sold Properties and the acquisition of the 2024 Acquired Properties, partially offset by modest growth in same-store RevPAR and hotel EBITDA and lower interest expense.

Current wording

AFFO applicable to shares of common stock and Common Units decreased by $3.7 million for the three months ended June 30, 2025 compared with the three months ended June 30, 2024 and decreased by $6.3 million for the six months ended June 30, 2025 compared with the six months ended June 30, 2024 primarily as a result of a decrease in Hotel EBITDA due to a decline in same-store RevPAR combined with a decrease in Hotel EBITDA from the net effect of the acquisition of the 2024 Acquired Properties during the three and six months ended June 30, 2024, and the sale of the 2024 Partial Year Sold Properties during the three months ended June 30, 2024, and the sale of the 2024 Sold Properties during the six months ended June 30, 2024.

Previous wording

Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash equity-based compensation), which are generally paid from operating cash flows, were $6.7 million and $6.5 million, for the three months ended March 31, 2025 and 2024, respectively. We generally expect our corporate overhead expenses to remain consistent with the level of our operating activities and market conditions for goods and services.

Current wording

Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash equity-based compensation), which are generally paid from operating cash flows, were $12.1 million and $12.5 million, for the six months ended June 30, 2025 and 2024, respectively. We generally expect our corporate overhead expenses to remain consistent with the level of our operating activities and market conditions for goods and services.

Previous wording

The Operating Partnership has $125.0 million of interest rate swaps and the GIC Joint Venture has $300.0 million of interest rate swaps that expire within the next twelve months. If we are unable to replace these expiring interest rate swaps with other financial instruments that will hedge our variable interest rate risk to the same extent, or at all, our interest expense may increase upon expiration of these interest rate swaps.

Current wording

The Operating Partnership has $125 million of interest rate swaps and the GIC Joint Venture has $300 million of interest rate swaps that expire within the next 12 months. If we are unable to replace these expiring interest rate swaps with other financial instruments that will hedge our variable interest rate risk to the same extent, or at all, our interest expense may increase upon expiration of these interest rate swaps.

Previous wording

At March 31, 2025, we have scheduled debt principal payments in the next twelve months totaling $0.9 million in addition to our convertible notes totaling $287.5 million which mature in February 2026, and the City National Bank of Florida loan totaling $45.6 million which matures in June 2025. In March 2025, we closed a $275 million delayed draw term loan (the "$275 Million 2025 Delayed Draw Term Loan") that will be used to refinance a significant portion of our convertible notes upon maturity. The term loan has a delayed draw feature through March 1, 2026, to ensure the funds are available through the maturity date of the convertible notes. We also expect to complete the refinancing of the loan with City National Bank of Florida prior to its maturity.

Current wording

At June 30, 2025, we have scheduled debt principal payments in the next 12 months totaling $0.5 million in addition to our convertible notes totaling $287.5 million which mature in February 2026. In March 2025, we closed a $275 million delayed draw term loan (the "$275 Million 2025 Delayed Draw Term Loan") that will be used to refinance a significant portion of our convertible notes upon maturity. The $275 Million 2025 Delayed Draw Term Loan has a delayed draw feature through March 1, 2026 to ensure the funds are available through the maturity date of the convertible notes. In addition, in May 2025, we closed on a $58 million mortgage loan (the "Brickell Mortgage Loan") with Wells Fargo Bank, N.A., as administrative agent, to refinance the loan with City National Bank of Florida that matured in June 2025.

Previous wording

We have obtained financing through debt instruments having staggered maturities and intend to continue to do so in the future. Our debt includes, and may include in the future, debt secured by equity pledges, debt secured by first priority mortgage liens on certain lodging properties and unsecured debt. Our outstanding indebtedness requires us to comply with various financial and other covenants. We are in compliance with our various financial and other covenants and expect to continue to be in compliance over the next four quarters. We believe that we will have adequate liquidity to meet the requirements for scheduled maturities and principal repayments. However, we can provide no assurance that we will be able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.

Current wording

We have obtained financing through debt instruments having staggered maturities and intend to continue to do so in the future. Our debt includes, and may include in the future, debt secured by equity pledges, debt secured by first priority mortgage liens on certain lodging properties and unsecured debt. Our outstanding indebtedness requires us to comply with various financial and other covenants. We are in compliance with such financial and other covenants and expect to continue to be in compliance over the next four quarters. We believe that we will have adequate liquidity to meet the requirements for scheduled maturities and principal repayments. However, we can provide no assurance that we will be able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.

Previous wording

At March 31, 2025, we had $30.0 million in borrowings under our $400 Million Revolver, $200.0 million outstanding on our $200 Million Term Loan, and $200.0 million outstanding on our Regions Bank 2024 Term Loan Facility (each of such credit facilities are defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements). Each of the credit facilities was supported by the 53 lodging properties included in the credit facility borrowing base. We also had $287.5 million of Convertible Notes (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) outstanding.

Current wording

At June 30, 2025, we had $25 million in borrowings under our $400 Million Revolver, $200 million outstanding on our $200 Million Term Loan, and $200 million outstanding on our 2024 Term Loan (each of such credit facilities are defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements). Each of the credit facilities was supported by the 53 lodging properties included in the credit facility borrowing base. We also had $287.5 million of Convertible Notes (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) outstanding.

Previous wording

At March 31, 2025, the GIC Joint Venture had $250.0 million outstanding under the GIC Joint Venture Credit Facility (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $125.0 million on its $125 Million Term Loan and $125.0 million on its $125 Million Revolver. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the equity interests in the subsidiaries that own the 15 lodging property borrowing base assets, and the related TRS entities, which wholly own the TRS Lessees. See “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements for additional information.

Current wording

At June 30, 2025, the GIC Joint Venture had $250 million outstanding under the GIC Joint Venture Credit Facility (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $125 million on its $125 Million Term Loan and $125 million on its $125 Million Revolver. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the equity interests in the subsidiaries that own the 15 lodging property borrowing base assets, and the related TRS entities, which wholly own the TRS Lessees. See “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements for additional information.

Previous wording

To complete the NCI Transaction during the first quarter of 2022, the GIC Joint Venture entered into the $410.0 million GIC Joint Venture Term Loan (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) that was originally secured by the 27 lodging properties and two parking garages acquired in the transaction, and assumed a Property Assessed Clean Energy (“PACE”) loan totaling $6.5 million. The outstanding balances of the GIC Venture Term Loan and the PACE loan at March 31, 2025 are $396.0 million and $5.8 million, respectively.

Current wording

To complete the NCI Transaction during the first quarter of 2022, the GIC Joint Venture entered into the GIC Joint Venture Term Loan (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) that was originally secured by the 27 lodging properties (25 lodging properties at June 30, 2025) and two parking garages acquired in the transaction, and assumed a Property Assessed Clean Energy (“PACE”) loan totaling $6.5 million. The outstanding balances of the GIC Joint Venture Term Loan and the PACE loan at June 30, 2025 were $396 million and $5.8 million, respectively.

Previous wording

At March 31, 2025, the Brickell Joint Venture has a mortgage loan outstanding totaling $45.6 million related to the acquisition of the dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel in Miami, FL, and the GIC Joint Venture has a mortgage loan outstanding totaling $12.5 million related to the acquisition of the Embassy Suites in Tucson, AZ in December 2021.

Current wording

The GIC Joint Venture has a mortgage loan outstanding totaling $12.4 million related to the acquisition of the Embassy Suites in Tucson, AZ in December 2021.

Previous wording

(1) The 2023 Senior Credit Facility and the 2024 Term Loan Facility are supported by a borrowing base of 53 unencumbered hotel properties.

Current wording

(1) The 2023 Senior Credit Facility and the Regions Bank 2024 Term Loan are supported by a borrowing base of 53 unencumbered hotel properties.

Previous wording

During the three months ended March 31, 2025, we funded $15.7 million in capital expenditures on a consolidated basis. When taking into consideration only our pro rata portion related to our joint ventures, capital expenditures for the three months ended March 31, 2025 were $13.7 million. We anticipate spending approximately $60.0 million to $70.0 million on capital expenditures on a pro rata basis during 2025. We expect to fund these expenditures through a combination of cash flows from operations and borrowings on our $400 Million Revolver, or other potential sources of capital, to the extent available to us.

Current wording

During the six months ended June 30, 2025, we funded $34.6 million in capital expenditures on a consolidated basis. When taking into consideration only our pro rata portion related to our joint ventures, capital expenditures for the six months ended June 30, 2025 were $29.8 million. We anticipate spending approximately $60 million to $65 million on capital expenditures on a pro rata basis during 2025. We expect to fund these expenditures through a combination of cash flows from operations and borrowings on our $400 Million Revolver, or other potential sources of capital, to the extent available to us.

Previous wording

•Net cash provided by operating activities. Cash provided by operating activities for the three months ended March 31, 2025 was the result of net income of $41.9 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, and a net change in working capital of $16.1 million. Cash provided by operating activities for the three months ended March 31, 2024 was the result of net income of $43.5 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, and a net change in working capital of $15.4 million.

Current wording

•Net cash provided by operating activities. Cash provided by operating activities for the six months ended June 30, 2025 was the result of net income of $86.9 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by changes in working capital of $12.2 million. Cash provided by operating activities for the six months ended June 30, 2024 was the result of net income of $91.4 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by a net change in working capital of $12.9 million.

Previous wording

•Net cash used in investing activities. Cash used in investing activities for the three months ended March 31, 2025 was primarily due to $18.1 million of renovation and development expenditures, partially offset by the net cash proceeds of $1.2 million related to the sale of an undeveloped land parcel in San Antonio, TX in February 2025.

Current wording

•Net cash (used in) provided by investing activities. Cash used in investing activities for the six months ended June 30, 2025 was primarily due to $40.2 million of renovation and development expenditures, partially offset by the net cash proceeds of $1.2 million related to the sale of an undeveloped land parcel in San Antonio, TX in February 2025.

Previous wording

Cash used in investing activities for the three months ended March 31, 2024 was due to $19.0 million of renovation and development expenditures, partially offset by the net cash proceeds of $9.0 million received during the first quarter of 2024 from the sale of the Hyatt Place - Dallas (Plano), TX.

Current wording

Cash provided by investing activities for the six months ended June 30, 2024 was due to the net cash proceeds of $92.2 million from the sale of the Hyatt Place - Dallas (Plano), TX in February 2024, the sale of the Hilton Garden Inn - College Station, TX in April 2024, and the sale of the Courtyard by Marriott and SpringHill Suites - New Orleans, LA in April 2024, partially offset by $41.5 million of renovation and development expenditures.

Previous wording

•Net cash (used in) provided by financing activities. Cash used in financing activities for the three months ended March 31, 2025 was primarily related to scheduled debt principal payments of $0.6 million, the payment of dividends and distributions of approximately $15.0 million, financing costs of approximately $4.2 million related to the $275 Million 2025 Delayed Draw Term Loan, and $1.6 million related to shares acquired for employee withholding requirements, mostly offset by net borrowings on our line of credit of $20.0 million and joint venture contributions of $0.4 million.

Current wording

•Net cash used in financing activities. Cash used in financing activities for the six months ended June 30, 2025 was primarily related to the payment of dividends and distributions of approximately $40.7 million, repurchases of our common stock of approximately $15.4 million, financing costs of approximately $5.4 million primarily related to the $275 Million 2025 Delayed Draw Term Loan, and $1.6 million related to employee withholding requirements on vested restricted stock, partially offset by net proceeds from the Brickell Mortgage Loan totaling $12.6 million, net borrowings on our line of credit of $15 million, and joint venture contributions of $0.8 million.