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RLJ Lodging Trust

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

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

Sep 30, 2026 · Filed Nov 5, 2026

RLJ$12.54+1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001511337-26-000023

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001511337-26-000029

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 129 previous paragraphs and 129 current paragraphs.

92 unchanged; 29 reworded; 8 added; 7 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

•The sale of eight hotel properties in two separate transactions for a combined sales price of approximately $123.2 million.

Current report

Total revenues increased $24.4 million to $354.5 million for the three months ended September 30, 2026 from $330.0 million for the three months ended September 30, 2025. The increase was the result of a $21.0 million increase in room revenue, a $1.3 million increase in food and beverage revenue and a $2.1 million increase in other revenue.

Current report

Depreciation and amortization expense increased $0.7 million to $47.7 million for the three months ended September 30, 2026 from $47.0 million for the three months ended September 30, 2025.

Current report

Interest income increased $0.2 million to $3.7 million for the three months ended September 30, 2026 from $3.5 million for the three months ended September 30, 2025.

Current report

Total revenues increased $56.2 million to $1,077.4 million for the nine months ended September 30, 2026 from $1,021.3 million for the nine months ended September 30, 2025. The increase was the result of a $44.3 million increase in room revenue, a $5.3 million increase in food and beverage revenue and a $6.6 million increase in other revenue.

Current report

Other income, net increased $0.1 million to $2.9 million for the nine months ended September 30, 2026 from $2.7 million for the nine months ended September 30, 2025.

Current report

Interest income decreased $0.2 million to $9.9 million for the nine months ended September 30, 2026 from $10.1 million for the nine months ended September 30, 2025.

Current report

Interest expense increased $1.9 million to $85.6 million for the nine months ended September 30, 2026 from $83.7 million for the nine months ended September 30, 2025. The increase was primarily attributable to fully drawing on two delayed draw term loans in the current year, which was partially offset by decreases resulting from the repayment of the 2026 Senior Notes and the mortgage loan refinancing transactions in the current year. The components of our interest expense for the nine months ended September 30, 2026 and 2025 were as follows (in thousands):
Removed paragraphs (7)

Previous report

Total revenues increased $19.9 million to $383.0 million for the three months ended June 30, 2026 from $363.1 million for the three months ended June 30, 2025. The increase was the result of a $15.7 million increase in room revenue, a $1.8 million increase in food and beverage revenue and a $2.4 million increase in other revenue.

Previous report

Interest income decreased $0.1 million to $3.3 million for the three months ended June 30, 2026 from $3.4 million for the three months ended June 30, 2025.

Previous report

Total revenues increased $31.7 million to $723.0 million for the six months ended June 30, 2026 from $691.2 million for the six months ended June 30, 2025. The increase was the result of a $23.3 million increase in room revenue, a $4.0 million increase in food and beverage revenue and a $4.5 million increase in other revenue.

Previous report

Depreciation and amortization expense increased $2.5 million to $94.7 million for the six months ended June 30, 2026 from $92.2 million for the six months ended June 30, 2025. The increase in depreciation and amortization expense was primarily related to our recently renovated hotels.

Previous report

Other income, net decreased $0.2 million to $1.8 million for the six months ended June 30, 2026 from $2.0 million for the six months ended June 30, 2025.

Previous report

Interest income decreased $0.4 million to $6.2 million for the six months ended June 30, 2026 from $6.6 million for the six months ended June 30, 2025.

Previous report

Interest expense increased $0.4 million to $55.8 million for the six months ended June 30, 2026 from $55.4 million for the six months ended June 30, 2025. The components of our interest expense for the six months ended June 30, 2026 and 2025 were as follows (in thousands):
Reworded paragraphs (29)

Previous wording

•The refinancing of a term loan to extend the scheduled maturity to February 2031 and upsize it to a $569.0 million delayed draw term loan, of which $225.0 million was funded in February 2026 and $344.0 million was drawn on June 30, 2026.

Current wording

•The refinancing of a term loan to extend the scheduled maturity to February 2031 and upsize it to a $569.0 million delayed draw term loan, which was fully drawn as of September 30, 2026.

Previous wording

•The issuance of a new $150.0 million delayed draw term loan which was fully drawn on June 30, 2026 and matures in February 2033.

Current wording

•The issuance of a new $150.0 million delayed draw term loan which matures in February 2033 and was fully drawn as of September 30, 2026.

Previous wording

At June 30, 2026 and 2025, we owned 92 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 and six months ended June 30, 2026 and 2025. The non-comparable properties include four hotel properties that were sold in 2026 and 2025.

Current wording

At September 30, 2026 and 2025, we owned 92 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 and nine months ended September 30, 2026 and 2025. The non-comparable properties include four hotel properties that were sold in 2026 and 2025.

Previous wording

Room revenue increased $15.7 million to $311.8 million for the three months ended June 30, 2026 from $296.1 million for the three months ended June 30, 2025. The increase was the result of a $19.8 million increase in room revenue attributable to the comparable properties partially offset by a $4.1 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, corporate and government travel, in addition to the ramp up of our recently renovated hotels.

Current wording

Room revenue increased $21.0 million to $288.4 million for the three months ended September 30, 2026 from $267.4 million for the three months ended September 30, 2025. The increase was the result of a $25.5 million increase in room revenue attributable to the comparable properties partially offset by a $4.5 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, corporate and government travel, in addition to the ramp up of our recently renovated hotels.

Previous wording

Food and beverage revenue increased $1.8 million to $43.7 million for the three months ended June 30, 2026 from $41.9 million for the three months ended June 30, 2025. The increase in food and beverage revenue was primarily due to increases in banquet and outlet revenue.

Current wording

Food and beverage revenue increased $1.3 million to $38.2 million for the three months ended September 30, 2026 from $36.9 million for the three months ended September 30, 2025. The increase in food and beverage revenue was primarily due to increases in banquet and outlet revenue.

Previous wording

Other revenue increased $2.4 million to $27.5 million for the three months ended June 30, 2026 from $25.1 million for the three months ended June 30, 2025. The increase in other revenue was primarily due to an increase in gift shop sales, parking and amenity fees.

Current wording

Other revenue increased $2.1 million to $27.9 million for the three months ended September 30, 2026 from $25.8 million for the three months ended September 30, 2025. The increase in other revenue was primarily due to an increase in gift shop sales, parking and amenity fees.

Previous wording

Property operating expenses increased $13.0 million to $239.1 million for the three months ended June 30, 2026 from $226.1 million for the three months ended June 30, 2025. The increase was due to a $15.9 million increase in property operating expenses from the comparable properties partially offset by a $3.0 million decrease in property operating expenses from the non-comparable properties.

Current wording

Property operating expenses increased $15.0 million to $238.4 million for the three months ended September 30, 2026 from $223.4 million for the three months ended September 30, 2025. The increase was due to an $18.7 million increase in property operating expenses from the comparable properties partially offset by a $3.7 million decrease in property operating expenses from the non-comparable properties.

Previous wording

Property tax, insurance and other expense increased $0.3 million to $26.8 million for the three months ended June 30, 2026 from $26.5 million for the three months ended June 30, 2025. An increase in property taxes, including due to higher property tax appeal benefits recognized in the prior period compared to the current period, was offset by lower property insurance premiums in the current period.

Current wording

Property tax, insurance and other expense decreased $2.0 million to $24.6 million for the three months ended September 30, 2026 from $26.6 million for the three months ended September 30, 2025. The decrease was primarily attributable to the beneficial impact of successful real estate tax appeals and lower property insurance premiums in the current period.

Previous wording

General and administrative expense increased $2.3 million to $13.4 million for the three months ended June 30, 2026 from $11.1 million for the three months ended June 30, 2025. The increase was primarily due to higher compensation expense compared with the prior year, which included a $1.6 million benefit from forfeited performance units related to the departure of Company executives during the three months ended June 30, 2025.

Current wording

General and administrative expense increased $1.5 million to $13.3 million for the three months ended September 30, 2026 from $11.8 million for the three months ended September 30, 2025. The increase was primarily due to an increase in compensation expense.

Previous wording

Other income, net decreased $0.2 million to $1.0 million for the three months ended June 30, 2026 from $1.1 million for the three months ended June 30, 2025.

Current wording

Other income, net increased $0.4 million to $1.0 million for the three months ended September 30, 2026 from $0.7 million for the three months ended September 30, 2025.

Previous wording

Interest expense increased $0.2 million to $28.1 million for the three months ended June 30, 2026 from $27.9 million for the three months ended June 30, 2025. The components of our interest expense for the three months ended June 30, 2026 and 2025 were as follows (in thousands):

Current wording

Interest expense increased $1.5 million to $29.8 million for the three months ended September 30, 2026 from $28.3 million for the three months ended September 30, 2025. The increase was primarily attributable to fully drawing on two delayed draw term loans in the current year, which was partially offset by decreases resulting from the repayment of the 2026 Senior Notes and mortgage loan refinancing transactions in the current year. The components of our interest expense for the three months ended September 30, 2026 and 2025 were as follows (in thousands):

Previous wording

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025

Current wording

Comparison of the nine months ended September 30, 2026 to the nine months ended September 30, 2025

Previous wording

Room revenue increased $23.3 million to $587.0 million for the six months ended June 30, 2026 from $563.8 million for the six months ended June 30, 2025. The increase was the result of a $32.0 million increase in room revenue attributable to the comparable properties partially offset by a $8.7 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, corporate and government travel, in addition to the ramp up of our recently renovated hotels.

Current wording

Room revenue increased $44.3 million to $875.4 million for the nine months ended September 30, 2026 from $831.1 million for the nine months ended September 30, 2025. The increase was the result of a $57.4 million increase in room revenue attributable to the comparable properties partially offset by a $13.2 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, corporate and government travel, in addition to the ramp up of our recently renovated hotels.

Previous wording

Food and beverage revenue increased $4.0 million to $83.5 million for the six months ended June 30, 2026 from $79.4 million for the six months ended June 30, 2025. The increase in food and beverage revenue was primarily due to increases in banquet and outlet revenue.

Current wording

Food and beverage revenue increased $5.3 million to $121.6 million for the nine months ended September 30, 2026 from $116.3 million for the nine months ended September 30, 2025. The increase in food and beverage revenue was primarily due to increases in banquet and outlet revenue.

Previous wording

Other revenue increased $4.5 million to $52.5 million for the six months ended June 30, 2026 from $48.0 million for the six months ended June 30, 2025. The increase in other revenue was primarily due to an increase in gift shop sales, parking, cancellation fees and amenity fees.

Current wording

Other revenue increased $6.6 million to $80.4 million for the nine months ended September 30, 2026 from $73.8 million for the nine months ended September 30, 2025. The increase in other revenue was primarily due to an increase in gift shop sales, parking, cancellation fees and amenity fees.

Previous wording

Property operating expenses increased $20.9 million to $464.1 million for the six months ended June 30, 2026 from $443.2 million for the six months ended June 30, 2025. The increase was due to a $27.4 million increase in property operating expenses from the comparable properties partially offset by a $6.5 million decrease in property operating expenses from the non-comparable properties.

Current wording

Property operating expenses increased $35.9 million to $702.5 million for the nine months ended September 30, 2026 from $666.5 million for the nine months ended September 30, 2025. The increase was due to a $46.2 million increase in property operating expenses from the comparable properties partially offset by a $10.2 million decrease in property operating expenses from the non-comparable properties.

Previous wording

Depreciation and amortization expense increased $1.1 million to $47.5 million for the three months ended June 30, 2026 from $46.4 million for the three months ended June 30, 2025. The increase in depreciation and amortization expense was primarily related to our recently renovated hotels.

Current wording

Depreciation and amortization expense increased $3.3 million to $142.4 million for the nine months ended September 30, 2026 from $139.1 million for the nine months ended September 30, 2025. The increase in depreciation and amortization expense was primarily related to our recently renovated hotels.

Previous wording

Property tax, insurance and other expense increased $0.1 million to $53.8 million for the six months ended June 30, 2026 from $53.7 million for the six months ended June 30, 2025. An increase in property taxes, including due to higher property tax appeal benefits recognized in the prior period compared to the current period, was offset by lower property insurance premiums in the current period.

Current wording

Property tax, insurance and other expense decreased $1.9 million to $78.4 million for the nine months ended September 30, 2026 from $80.3 million for the nine months ended September 30, 2025. The decrease in property tax, insurance and other expense was primarily driven by lower property insurance premiums in the current year.

Previous wording

General and administrative expense increased $2.6 million to $26.4 million for the six months ended June 30, 2026 from $23.8 million for the six months ended June 30, 2025. The increase was primarily due to professional fees and compensation expense, including a $1.6 million benefit in the prior year as a result of performance unit forfeitures related to the departure of Company executives during the six months ended June 30, 2025.

Current wording

General and administrative expense increased $4.2 million to $39.7 million for the nine months ended September 30, 2026 from $35.6 million for the nine months ended September 30, 2025. The increase was primarily due to professional fees and compensation expense, including a $1.6 million benefit in the prior year as a result of performance unit forfeitures related to the departure of Company executives during the nine months ended September 30, 2025.

Previous wording

During the six months ended June 30, 2026, we sold one hotel property for a sales price of $13.2 million and recorded a net loss on sale of $3.8 million. During the six months ended June 30, 2025, we sold one hotel property for a sales price of $24.3 million and recorded a net gain on sale of $0.9 million.

Current wording

During the nine months ended September 30, 2026, we sold one hotel property for a sales price of $13.2 million and recorded a net loss on sale of $3.8 million. 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 sale of $0.8 million.

Previous wording

The following table is a reconciliation of our GAAP net income to FFO attributable to common shareholders and unitholders and Adjusted FFO attributable to common shareholders and unitholders for the three and six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table is a reconciliation of our GAAP net income (loss) 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, 2026 and 2025 (in thousands):

Previous wording

The following table is a reconciliation of our GAAP net income to EBITDA, EBITDAre and Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):

Current wording

The following table is a reconciliation of our GAAP net income (loss) to EBITDA, EBITDAre and Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Previous wording

As of June 30, 2026, we had $973.4 million of cash, cash equivalents, and restricted cash reserves as compared with $442.1 million at December 31, 2025. The increase was primarily attributable to $494.0 million drawn under two term loans on June 30, 2026, the proceeds of which were used to repay the 2026 Senior Notes at maturity on July 1, 2026, as discussed in Note 6, Debt, to our accompanying consolidated financial statements.

Current wording

As of September 30, 2026, we had $485.8 million of cash, cash equivalents, and restricted cash reserves as compared with $442.1 million at December 31, 2025.

Previous wording

The net cash flow provided by operating activities totaled $140.8 million and $117.6 million for the six months ended June 30, 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 six months ended June 30, 2026 and 2025.

Current wording

The net cash flow provided by operating activities totaled $209.8 million and $180.9 million for the nine months ended September 30, 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 nine months ended September 30, 2026 and 2025.

Previous wording

The net cash flow used in investing activities totaled $36.4 million for the six months ended June 30, 2026 primarily due to $49.0 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 $12.6 million in proceeds from the sale of a hotel property.

Current wording

The net cash flow used in investing activities totaled $63.5 million for the nine months ended September 30, 2026 primarily due to $76.2 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 $12.6 million in proceeds from the sale of a hotel property.

Previous wording

The net cash flow used in investing activities totaled $58.2 million for the six months ended June 30, 2025 primarily due to $82.0 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 $23.8 million in proceeds from the sale of a hotel property.

Current 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.

Previous wording

The net cash flow provided by financing activities totaled $426.9 million for the six months ended June 30, 2026 primarily due to $494.0 million in borrowings on term loans and $23.4 million in borrowings on a mortgage loan. The net cash flow provided by financing activities was partially offset by $13.8 million in repayments of mortgage loans, $58.8 million in distributions to shareholders and unitholders, $3.5 million paid to repurchase common shares to satisfy employee tax withholding requirements, and $14.5 million in deferred financing cost payments.

Current wording

The net cash flow used in financing activities totaled $102.5 million for the nine months ended September 30, 2026 primarily due to $500.0 million in repayment of the 2026 Senior Notes, $13.8 million in repayments of mortgage loans, $88.0 million in distributions to shareholders and unitholders, $3.5 million paid to repurchase common shares to satisfy employee tax withholding requirements, and $14.6 million in deferred financing cost payments. The net cash flow used in financing activities was partially offset by $494.0 million in borrowings on term loans and $23.4 million in borrowings on a mortgage loan.

Previous wording

The net cash flow used in financing activities totaled $91.6 million for the six months ended June 30, 2025 primarily due to $100.0 million in repayment of our Revolver, $27.2 million paid to repurchase common shares under our share repurchase programs, $58.8 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 $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.

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 4.0% and 5.0% of the respective hotel’s total gross revenue. As of June 30, 2026, approximately $35.8 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 September 30, 2026, approximately $37.5 million was held in FF&E reserve accounts for future capital expenditures.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

•The sale of one hotel property for a sales price of $13.2 million.