RLJ Lodging Trust

Previous wording

We are a self-advised and self-administered Maryland REIT that owns primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. We own a geographically diversified portfolio of hotels located in high-growth urban markets that exhibit multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue per Available Room ("RevPAR"), strong operating margins and attractive returns. Our focused-service and compact full-service hotels typically generate most of their revenue from room rentals, have limited food and beverage outlets and meeting space, and require fewer employees than traditional full-service hotels. We believe these types of hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those achieved by traditional full-service hotels while achieving higher profit margins due to their more efficient operating model and less volatile cash flows.

Current wording

We are a self-advised and self-administered Maryland REIT that owns primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. We own a geographically diversified portfolio of hotels located in urban markets that exhibit multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue per Available Room ("RevPAR"), strong operating margins and attractive returns. Our focused-service and compact full-service hotels typically generate most of their revenue from room rentals, have limited food and beverage outlets and meeting space, and require fewer employees than traditional full-service hotels. We believe these types of hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those achieved by traditional full-service hotels while achieving higher profit margins due to their more efficient operating model and less volatile cash flows.

Previous wording

As of September 30, 2025, we owned 95 hotel properties with approximately 21,200 rooms, located in 23 states and the District of Columbia. We owned, through wholly-owned subsidiaries, a 100% interest in 93 of our hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. We consolidate our real estate interests in the 94 hotel properties in which we hold a controlling interest, and we record the real estate interest in the one hotel property in which we hold an indirect 50% non-controlling interest using the equity method of accounting. We lease 94 of the 95 hotel properties to our TRSs, of which we own a controlling financial interest.

Current wording

As of March 31, 2026, we owned 93 hotel properties with approximately 20,800 rooms, located in 23 states and the District of Columbia. We owned, through wholly-owned subsidiaries, a 100% interest in 91 of our hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. We consolidate our real estate interests in the 92 hotel properties in which we hold a controlling interest, and we record the real estate interest in the one hotel property in which we hold an indirect 50% non-controlling interest using the equity method of accounting. We lease 92 of the 93 hotel properties to our TRSs, of which we own a controlling financial interest.

Previous wording

•Approved a new share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares from May 9, 2025 to May 8, 2026.

Current wording

•The approval of a new share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares from May 9, 2026 to May 8, 2027.

Previous wording

The majority of our hotels consist of premium-branded, focused-service and compact full-service hotels. As a result of this property profile, the majority of our customers are transient in nature. Transient business typically represents individual business or leisure travelers. The majority of our hotels are located in business districts within major metropolitan areas. Accordingly, business travelers represent the majority of the transient demand at our hotels. As a result, macroeconomic factors impacting business travel have a greater effect on our business than factors impacting leisure travel.

Current wording

The majority of our hotels consist of premium-branded, focused-service and compact full-service hotels. As a result of this property profile, the majority of our customers are transient in nature. Transient business typically represents individual business or leisure travelers. The majority of our hotels are located in business districts within major metropolitan areas which benefit from a wide range of demand sources, including corporate, educational, government, leisure and international travel, among others. As a result, macroeconomic or political actions that impact these areas may have a significant effect on our business.

Previous wording

At September 30, 2025 and 2024, we owned 95 and 96 hotel properties, respectively. Based on when a hotel property is acquired or sold, the operating results for certain hotel properties are not comparable for the three and nine months ended September 30, 2025 and 2024. The non-comparable properties include three hotel properties that were sold in 2025 and 2024 and one hotel property that was acquired in 2024.

Current wording

At March 31, 2026 and 2025, we owned 93 and 95 hotel properties, respectively. Based on when a hotel property is acquired or sold, the operating results for certain hotel properties are not comparable for the three months ended March 31, 2026 and 2025. The non-comparable properties include three hotel properties that were sold in 2025.

Previous wording

Room revenue decreased $16.2 million to $267.4 million for the three months ended September 30, 2025 from $283.6 million for the three months ended September 30, 2024. The decrease was the result of a $14.3 million decrease in room revenue attributable to the comparable properties and a $2.0 million decrease in room revenue attributable to the non-comparable properties. The decrease in room revenue from the comparable properties was primarily due to a decrease in leisure, government, corporate and group travel.

Current wording

Room revenue increased $7.6 million to $275.3 million for the three months ended March 31, 2026 from $267.7 million for the three months ended March 31, 2025. The increase was the result of a $12.5 million increase in room revenue attributable to the comparable properties and a $4.9 million decrease in room revenue attributable to the non-comparable properties. The increase in room revenue from the comparable properties was driven by an increase in leisure and corporate travel, in addition to the ramp up of our recently renovated hotels.

Previous wording

Food and beverage revenue increased $2.8 million to $116.3 million for the nine months ended September 30, 2025 from $113.5 million for the nine months ended September 30, 2024. The increase in food and beverage revenue was primarily due to increases in outlet revenue and the ramping up of our recently converted and renovated hotels.

Current wording

Food and beverage revenue increased $2.2 million to $39.7 million for the three months ended March 31, 2026 from $37.5 million for the three months ended March 31, 2025. The increase in food and beverage revenue was primarily due to increases in banquet and outlet revenue.

Previous wording

Other revenue increased $1.8 million to $73.8 million for the nine months ended September 30, 2025 from $72.0 million for the nine months ended September 30, 2024. The increase in other revenue was primarily due to an increase in gift shop sales, parking and resort fees.

Current wording

Other revenue increased $2.1 million to $25.0 million for the three months ended March 31, 2026 from $23.0 million for the three months ended March 31, 2025. The increase in other revenue was primarily due to an increase in gift shop sales, parking and amenity fees.

Previous wording

The increase in property operating expenses from the comparable properties was primarily due to increases in wages and benefits, as well as increases in room expenses and increases in other operating expenses, including increases in sales and marketing expenses, utilities and general liability insurance coverage. This was offset by a decrease in management and franchise fee expense, which was due to lower revenues as well as recently amended management and franchise agreements.

Current wording

The increase in property operating expenses from the comparable properties was primarily due to increases in wages and benefits, as well as increases in room expenses and food expenses and increases in other operating expenses, including increases in utilities.

Previous wording

Depreciation and amortization expense increased $2.1 million to $47.0 million for the three months ended September 30, 2025 from $44.9 million for the three months ended September 30, 2024. The increase in depreciation and amortization expense was primarily related to recently renovated hotels.

Current wording

Depreciation and amortization expense increased $1.4 million to $47.2 million for the three months ended March 31, 2026 from $45.8 million for the three months ended March 31, 2025. The increase in depreciation and amortization expense was primarily related to our recently renovated hotels.

Previous wording

Food and beverage revenue decreased $0.1 million to $36.9 million for the three months ended September 30, 2025 from $37.0 million for the three months ended September 30, 2024.

Current wording

Other income, net decreased $0.1 million to $0.8 million for the three months ended March 31, 2026 from $0.9 million for the three months ended March 31, 2025.

Previous wording

Interest expense decreased $0.3 million to $28.3 million for the three months ended September 30, 2025 from $28.6 million for the three months ended September 30, 2024. The components of our interest expense for the three months ended September 30, 2025 and 2024 were as follows (in thousands):

Current wording

Interest expense increased $0.1 million to $27.7 million for the three months ended March 31, 2026 from $27.6 million for the three months ended March 31, 2025. The components of our interest expense for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Previous wording

During the nine months ended September 30, 2025, we sold one hotel property for a sales price of $24.3 million and recorded a net gain on the sale of $0.8 million. During the nine months ended September 30, 2024, we sold two hotel properties for a combined sales price of approximately $20.8 million and recorded net gains on the sales of approximately $8.3 million.

Current wording

During the three months ended March 31, 2026, we recorded a $3.6 million net loss on the sale of a hotel property, due to the fair value write down related to the sale that is expected to close during the second quarter of 2026. During the three months ended March 31, 2025, we sold one hotel property for a sales price of $24.3 million and recorded a net gain on the sale of $1.3 million.

Previous wording

The following table is a reconciliation of our GAAP net (loss) income to FFO attributable to common shareholders and unitholders and Adjusted FFO attributable to common shareholders and unitholders for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following table is a reconciliation of our GAAP net (loss) income to FFO attributable to common shareholders and unitholders and Adjusted FFO attributable to common shareholders and unitholders for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

(4)Represents income and expenses outside of the normal course of operations.

Current wording

(4)Represents expenses and income outside of the normal course of operations.

Previous wording

The following table is a reconciliation of our GAAP net (loss) income to EBITDA, EBITDAre and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following table is a reconciliation of our GAAP net (loss) income to EBITDA, EBITDAre and Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

(3)Represents income and expenses outside of the normal course of operations.

Current wording

(3)Represents expenses and income outside of the normal course of operations.

Previous wording

As of September 30, 2025, we had $404.1 million of cash, cash equivalents, and restricted cash reserves as compared to $433.3 million at December 31, 2024.

Current wording

As of March 31, 2026, we had $387.5 million of cash, cash equivalents, and restricted cash reserves as compared to $442.1 million at December 31, 2025.

Previous wording

The net cash flow provided by operating activities totaled $180.9 million and $214.4 million for the nine months ended September 30, 2025 and 2024, respectively. Our cash flows provided by operating activities generally consist of the net cash generated by our hotel operations, the cash paid for corporate expenses and other working capital changes. Refer to the "Results of Operations" section for further discussion of our operating results for the nine months ended September 30, 2025 and 2024.

Current wording

The net cash flow provided by operating activities totaled $26.2 million and $16.3 million for the three months ended March 31, 2026 and 2025, respectively. Our cash flows provided by operating activities generally consist of the net cash generated by our hotel operations, the cash paid for corporate expenses and other working capital changes. Refer to the "Results of Operations" section for further discussion of our operating results for the three months ended March 31, 2026 and 2025.

Previous wording

The net cash flow used in investing activities totaled $88.1 million for the nine months ended September 30, 2025 primarily due to $111.7 million in capital improvements and additions to our hotel properties and other assets. The net cash flow used in investing activities was partially offset by $23.6 million in proceeds from the sale of a hotel property.

Current wording

The net cash flow used in investing activities totaled $23.7 million for the three months ended March 31, 2025 primarily due to $46.8 million in capital improvements and additions to our hotel properties and other assets and a purchase deposit of $1.0 million. The net cash flow used in investing activities was partially offset by $24.1 million in proceeds from the sale of a hotel property.

Previous wording

The net cash flow used in financing activities totaled $122.1 million for the nine months ended September 30, 2025 primarily due to $100.0 million in repayment of our Revolver, $28.6 million paid to repurchase common shares under our share repurchase programs, $87.9 million in distributions to shareholders and unitholders, $3.6 million paid to repurchase common shares to satisfy employee tax withholding requirements, and $2.1 million in deferred financing cost payments. The net cash flow used in financing activities was partially offset by $100.0 million in borrowings on a term loan.

Current wording

The net cash flow used in financing activities totaled $53.6 million for the three months ended March 31, 2025 primarily due to $20.8 million paid to repurchase common shares under a share repurchase program, $29.6 million in distributions to shareholders and unitholders, and $3.1 million paid to repurchase common shares to satisfy employee tax withholding requirements.

Previous wording

With respect to some of our hotels that are operated under franchise agreements with major national hotel brands and for some of our hotels subject to first mortgage liens, we are obligated to maintain FF&E reserve accounts for future capital expenditures at these hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 3.0% and 5.0% of the respective hotel’s total gross revenue. As of September 30, 2025, approximately $29.2 million was held in FF&E reserve accounts for future capital expenditures.

Current wording

With respect to some of our hotels that are operated under franchise agreements with major national hotel brands and for some of our hotels subject to first mortgage liens, we are obligated to maintain FF&E reserve accounts for future capital expenditures at these hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 4.0% and 5.0% of the respective hotel’s total gross revenue. As of March 31, 2026, approximately $34.4 million was held in FF&E reserve accounts for future capital expenditures.