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Xenia Hotels & Resorts, Inc.

For the period ended Jun 30, 2025. Filed Aug 1, 2025.

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.

Jun 30, 2025 · Filed Aug 1, 2025

XHR$21.39+0.8%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 2025-03-31; filed 2025-05-02.

0001616000-25-000046

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-01.

0001616000-25-000071

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 126 previous paragraphs and 136 current paragraphs.

86 unchanged; 33 reworded; 17 added; 7 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 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 (17)

Current report

Net income increased 263.4% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, which was primarily attributed to a $40.0 million gain on sale of Fairmont Dallas in April 2025, a $15.4 million increase in hotel operating income for our 30-comparable hotels and a $0.2 million reduction in other operating expenses. These increases were partially offset by income tax expense of $1.4 million compared to an income tax benefit of $4.1 million, a $4.2 million reduction in operating income attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025, a $1.7 million increase in interest expense, a $0.8 million increase in depreciation and amortization expense, a $0.5 million increase in general and administrative expenses, a $0.3 million reduction in other income and a $0.2 million increase in impairment and other losses.

Current report

(2) During the six months ended June 30, 2025, the Company sold one hotel with 545 rooms.

Current report

Rooms revenues for our total portfolio decreased $2.3 million, or 1.4%, to $158.5 million for the three months ended June 30, 2025 from $160.8 million for the three months ended June 30, 2024 primarily driven by a reduction of $8.5 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025, partially offset by increases in occupancy and average daily rate, as well as disruption from renovations in the prior period. Excluding Grand Hyatt Scottsdale Resort, rooms revenues for the three months ended June 30, 2025 increased $0.6 million, or 0.4%, when compared to the prior period.

Current report

Food and beverage revenues increased $13.1 million, or 14.7%, to $102.2 million for the three months ended June 30, 2025 from $89.1 million for the three months ended June 30, 2024 primarily due to an increase in occupancy, disruption from renovations in the prior period and growth in banquets and catering resulting from strong group business demand. The increase is net of a reduction of $4.4 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding Grand Hyatt Scottsdale Resort, food and beverage revenues for the three months ended June 30, 2025 increased $10.3 million, or 12.7%, when compared to the prior period.

Current report

Other revenues increased $6.6 million, or 14.9%, to $51.3 million for the six months ended June 30, 2025 from $44.6 million for the six months ended June 30, 2024 primarily as a result of increased occupancy as well as disruption from renovations in the prior period. This increase is net of a reduction of $0.8 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding Grand Hyatt Scottsdale Resort, other revenues for the six months ended June 30, 2025 increased $5.6 million, or 14.0%, when compared to the prior period.

Current report

Total hotel operating expenses increased $5.1 million, or 2.8%, to $191.0 million for the three months ended June 30, 2025 from $185.8 million for the three months ended June 30, 2024 largely due to increases in occupancy as well as disruption from renovations in the prior period. This increase is net of a reduction of $9.1 million attributed to the sale of Lorien Hotel & Spa in

Current report

July 2024 and Fairmont Dallas in April 2025. Excluding Grand Hyatt Scottsdale Resort, total hotel operating expenses for the three months ended June 30, 2025 increased $7.5 million, or 4.5%, when compared to the prior period.

Current report

Real estate taxes, personal property taxes and insurance expense decreased $1.4 million, or 10.6%, to $11.9 million for the three months ended June 30, 2025 from $13.3 million for the three months ended June 30, 2024. This decrease was primarily attributed to a $0.8 million decrease in real estate taxes as well as a reduction of $0.5 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025.

Current report

Real estate taxes, personal property taxes and insurance expense decreased $1.2 million, or 4.4%, to $25.7 million for the six months ended June 30, 2025 from $26.8 million for the six months ended June 30, 2024. This decrease was primarily attributed to a reduction of $0.5 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025, a $0.4 million decrease in real estate taxes and a $0.3 million reduction in insurance expense.

Current report

Ground lease expense decreased $0.3 million, or 37.0%, and $0.3 million, or 16.3%, to $0.5 million and$1.4 million for thethree and six months ended June 30, 2025 from $0.8 million and$1.6 million for thethree and six months ended June 30, 2024. The decrease was primarily attributable to the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara in Santa Clara in March 2025.

Current report

General and administrative expenses increased $0.5 million, or 4.7%, to $10.8 million for the three months ended June 30, 2025 from $10.3 million the three months ended June 30, 2024. The increase is primarily related to increases in professional fees and other costs.

Current report

The gain on sale of investment properties for the three and six months ended June 30, 2025 was attributed to the sale of Fairmont Dallas in April 2025. No hotels were sold during the three and six months ended June 30, 2024.

Current report

Other income decreased $0.3 million, or 12.9%, to $1.7 million for the three months ended June 30, 2025 from $1.9 million for the three months ended June 30, 2024. This decrease was primarily attributed the recognition of $0.4 million in insurance proceeds in excess of recognized losses related to a casualty loss at one property during the three months ended June 30, 2024, partially offset by a $0.3 million increase in interest income.
Removed paragraphs (7)

Previous report

Real estate taxes, personal property taxes and insurance expense increased $0.2 million, or 1.7%, to $13.7 million for the three months ended March 31, 2025 from $13.5 million for the three months ended March 31, 2024. This increase was primarily attributed to a $0.6 million increase in real estate taxes partially offset by $0.3 million reduction in insurance expense.

Previous report

For the three months ended March 31, 2024, the Company expensed $0.3 million of repair and cleanup costs related to The Ritz-Carlton, Denver which experienced damage as a result of winter storms in January 2024.

Previous report

In February 2025, we entered into an agreement to sell the 545-room Fairmont Dallas, in Dallas, Texas for a sales price of $111.0 million and the buyer funded an at-risk deposit. The sale closed in April 2025 for an estimated gain of approximately $39.3 million, net of credits for in-process capital improvements and customary transaction costs. Net cash proceeds from the sale were $101.4 million.
Reworded paragraphs (33)

Previous wording

Xenia Hotels & Resorts, Inc. ("we", "us", "our", "Xenia" or the "Company") is a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of March 31, 2025, we owned 31 hotels and resorts, comprising 9,413 rooms across 14 states. Our hotels are operated and/or licensed by industry leaders such as Marriott, Hyatt, Fairmont, Kimpton, Loews, Hilton and The Kessler Collection.

Current wording

Xenia Hotels & Resorts, Inc. ("we", "us", "our", "Xenia" or the "Company") is a self-advised and self-administered REIT that invests in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of June 30, 2025, we owned 30 hotels and resorts, comprising 8,868 rooms across 14 states. Our hotels are operated and/or licensed by industry leaders such as Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton and The Kessler Collection.

Previous wording

The U.S. lodging industry historically exhibits a strong correlation to U.S. GDP, which decreased at an estimated annual rate of approximately 0.3% during the first quarter of 2025, according to the U.S. Department of Commerce, compared to the increase in annual rate growth trend from the third and fourth quarters of 2024 of 3.1% and 2.4%, respectively. The decrease during the first quarter reflected a decrease in government spending and an increase in imports, partially offset by increases in investment, consumer spending and exports. In addition, the unemployment rate rose slightly to 4.2% in March 2025 compared to 4.1% in December 2024 and September 2024. We continue to monitor and evaluate the challenges associated with inflationary pressures, changing interest rates, a potential domestic and/or global recession, global conflicts, trade disputes, and the evolving workforce and wage landscape. The impact of these potential challenges could negatively impact the Company’s operating results as well as its ability to consummate acquisitions and dispositions of hotel properties in the near term.

Current wording

The U.S. lodging industry historically exhibits a strong correlation to U.S. GDP, which increased at an estimated annual rate of approximately 3.0% during the second quarter of 2025, according to the U.S. Department of Commerce, compared to a decrease of approximately 0.5% during the first quarter of 2025. The increase during the second quarter reflected a decrease in imports and an increase in consumer spending, partially offset by decreases in investment and exports. In addition, the unemployment rate fell slightly to 4.1% in June 2025 compared to 4.2% in March 2025 and 4.1% in December 2024. We continue to monitor and evaluate the challenges associated with inflationary pressures, changing interest rates, a potential domestic and/or global recession, global conflicts, trade disputes, and the evolving workforce and wage landscape. The impact of these potential challenges could negatively impact the Company’s operating results as well as its ability to consummate acquisitions and dispositions of hotel properties in the near term.

Previous wording

Demand increased 1.0% during the three months ended March 31, 2025 while new hotel supply increased 0.6% during the same period. An increase in ADR of 1.9% coupled with an increase in occupancy of 0.4% led to an increase in industry RevPAR of 2.2% for the three months ended March 31, 2025 compared to 2024.

Current wording

Demand decreased 0.6% and increased 0.1% during the three and six months ended June 30, 2025, respectively. New hotel supply increased 0.8% and 0.7% during the same periods. A decrease in occupancy of 1.4% partially offset by a 1.0% increase in ADR led to a decrease in industry RevPAR of 0.5% for the three months ended June 30, 2025 compared to 2024. An increase in ADR of 1.4% partially offset by a 0.6% decrease in occupancy led to an increase in industry RevPAR of 0.8% for the six months ended June 30, 2025 compared to 2024.

Previous wording

Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 6.7% to $188.73 for the three months ended March 31, 2025 compared to $176.86 for the three months ended March 31, 2024. The increase in our total portfolio RevPAR for the three months ended March 31, 2025 compared to the same periods in 2024 was driven primarily by increases in occupancy and average daily rate as well as disruption from renovations in 2024. Further, demand has continued to shift to a more traditional mix of leisure, business transient and group within our portfolio. Excluding Grand Hyatt Scottsdale Resort, which was undergoing a transformative renovation during 2024, total portfolio RevPAR increased 4.1% to $185.38 for the three months ended March 31, 2025 compared to $178.07 for the three months ended March 31, 2024.

Current wording

Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 3.7% and 5.1% to $192.51 and $190.59 for the three and six months ended June 30, 2025 compared to $185.69 and $181.28 for the three and six months ended June 30, 2024, respectively. The increase in our total portfolio RevPAR for the three and six months ended June 30, 2025 compared to the same periods in 2024 was driven primarily by increases in occupancy and average daily rate as well as disruption from renovations in 2024. Further, demand has continued to shift to a more traditional mix of leisure, business transient and group within our portfolio. Excluding Grand Hyatt Scottsdale Resort, which was undergoing a transformative renovation during 2024, total portfolio RevPAR increased 0.2% and 2.1% to $191.71 and $188.50 for the three and six months ended June 30, 2025 compared to $191.28 and $184.67 for the three and six months ended June 30, 2024, respectively.

Previous wording

Net income increased 84.1% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, which was primarily attributed to an $8.5 million increase in hotel operating income for our 31-comparable hotels, a $1.3 million reduction in general and administrative expenses, a $0.3 million reduction in impairment and other losses and a $0.1 million increase in other income. These increases were partially offset by a $1.2 million increase in depreciation and amortization expense, a $0.7 million increase in interest expense, a $0.7 million reduction in gain on business interruption and a $0.1 million increase in income tax expense.

Current wording

Net income increased 199.3% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which was primarily attributed to a $40.0 million gain on sale Fairmont Dallas in April 2025, a $23.7 million increase in hotel operating income for our 30-comparable hotels, a $0.9 million reduction in general and administrative expenses and a $0.1 million reduction in impairment and other losses. These increases were partially offset by income tax expense of $2.2 million compared to an income tax benefit of $3.4 million, a $4.0 million reduction in operating income attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025, a $2.4 million increase in interest expense, a $2.0 million increase in depreciation and amortization expense and a $0.7 million reduction in gain on business interruption.

Previous wording

Adjusted EBITDAre and Adjusted FFO attributable to common stock and unit holders for the three months ended March 31, 2025 increased 11.8% and 14.4%, respectively, compare to the three months ended March 31, 2024. Refer to "Non-GAAP Financial Measures" for the definition of these financial measures, a description of the reasons we believe they are useful to investors as key supplemental measures of our operating performance and the reconciliation of these non-GAAP financial measures to net income attributable to common stock and unit holders.

Current wording

Adjusted EBITDAre attributable to common stock and unit holders for the three and six months ended June 30, 2025 increased 16.3% and 14.1%, respectively, compared to the three and six months ended June 30, 2024 and Adjusted FFO attributable to common stock and unit holders increased 6.9% and 10.4% for the same periods. Refer to "Non-GAAP Financial Measures" for the definition of these financial measures, a description of the reasons we believe they are useful to investors as key supplemental measures of our operating performance and the reconciliation of these non-GAAP financial measures to net income attributable to common stock and unit holders.

Previous wording

The following table sets forth certain operating information for the three months ended March 31, 2025 and 2024:

Current wording

The following table sets forth certain operating information for the three and six months ended June 30, 2025 and 2024:

Previous wording

Rooms revenues for our total portfolio increased $6.7 million, or 4.4%, to $159.9 million for the three months ended March 31, 2025 from $153.1 million for the three months ended March 31, 2024 driven primarily by an increases in occupancy and average daily rate, as well as disruption from renovations in the prior period. The increase is net of a reduction of $1.2 million attributed to the sale of Lorien Hotel & Spa in July 2024. Excluding Grand Hyatt Scottsdale Resort, rooms revenues for the three months ended March 31, 2025 increased $3.7 million, or 2.6%, when compared to the prior period.

Current wording

Rooms revenues for our total portfolio increased $4.5 million, or 1.4%, to $318.4 million for the six months ended June 30, 2025 from $313.9 million for the six months ended June 30, 2024 driven primarily by increases in occupancy and average daily rate, as well as disruption from renovations in the prior period. The increase is net of a reduction of $9.9 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding Grand Hyatt Scottsdale Resort, rooms revenues for the six months ended June 30, 2025 increased $4.6 million, or 1.6%, when compared to the prior period.

Previous wording

Food and beverage revenues increased $11.9 million, or 12.9%, to $104.7 million for the three months ended March 31, 2025 from $92.8 million for the three months ended March 31, 2024 primarily due to an increase in occupancy as well as disruption from renovations in the prior period. The increase is net of a reduction of $0.5 million attributed to the sale of Lorien Hotel & Spa in July 2024. Excluding Grand Hyatt Scottsdale Resort, food and beverage revenues for the three months ended March 31, 2025 increased $7.7 million, or 8.8%, when compared to the prior period.

Current wording

Food and beverage revenues increased $25.0 million, or 13.8%, to $206.9 million for the six months ended June 30, 2025 from $181.9 million for the six months ended June 30, 2024 primarily due to an increase in occupancy as well as disruption from renovations in the prior period. The increase is net of a reduction of $4.9 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding Grand Hyatt Scottsdale Resort, food and beverage revenues for the six months ended June 30, 2025 increased $18.0 million, or 11.0%, when compared to the prior period.

Previous wording

Other revenues increased $2.8 million, or 12.8%, to $24.4 million for the three months ended March 31, 2025 from $21.6 million for the three months ended March 31, 2024 primarily as a result of increased occupancy as well as disruption from renovations in the prior period. This increase is net of a reduction of $0.4 million attributed to the sale of Lorien Hotel & Spa in July 2024. Excluding Grand Hyatt Scottsdale Resort, other revenues for the three months ended March 31, 2025 increased $2.3 million, or 11.4%, when compared to the prior period.

Current wording

Other revenues increased $3.9 million, or 16.7%, to $26.9 million for the three months ended June 30, 2025 from $23.0 million for the three months ended June 30, 2024 primarily as a result of increased occupancy as well as disruption from renovations in the prior period. This increase is net of a reduction of $0.9 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding Grand Hyatt Scottsdale Resort, other revenues for the three months ended June 30, 2025 increased $3.8 million, or 18.3%, when compared to the prior period.

Previous wording

Total hotel operating expenses increased $12.5 million, or 6.8%, to $195.5 million for the three months ended March 31, 2025 from $183.0 million for the three months ended March 31, 2024 largely due to increases in occupancy as well as disruption from renovations in the prior period. This increase is net of a reduction of $2.0 million attributed to the sale of Lorien Hotel & Spa in July 2024. Excluding Grand Hyatt Scottsdale Resort, total hotel operating expenses for the three months ended March 31, 2025 increased $8.8 million, or 5.1%, when compared to the prior period.

Current wording

Total hotel operating expenses increased $17.7 million, or 4.8%, to $386.5 million for the six months ended June 30, 2025 from $368.8 million for the six months ended June 30, 2024 largely due to increases in occupancy as well as disruption from renovations in the prior period. This increase is net of a reduction of $11.2 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding Grand Hyatt Scottsdale Resort, total hotel operating expenses for the six months ended June 30, 2025 increased $16.3 million, or 4.9%, when compared to the prior period.

Previous wording

Depreciation and amortization expense increased $1.2 million, or 3.8%, to $33.2 million for the three months ended March 31, 2025 from $32.0 million for the three months ended March 31, 2024. The increase was primarily attributed to the timing of new assets being placed in service partially offset by fully depreciated assets during the comparable periods and the sale of Lorien Hotel & Spa in July 2024.

Current wording

Depreciation and amortization expense increased $0.8 million, or 2.5%, and $2.0 million, or 3.2%, to $32.6 million and $65.8 million for the three and six months ended June 30, 2025 from $31.8 million and $63.8 million for the three and six months ended June 30, 2024. The increase was primarily attributed to the timing of new assets being placed in service partially offset by fully depreciated assets during the comparable periods and the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025.

Previous wording

General and administrative expenses decreased $1.3 million, or 13.1%, to $8.9 million for the three months ended March 31, 2025 from $10.3 million the three months ended March 31, 2024. The decrease is primarily related to a decrease in stock compensation expense resulting from the timing of accelerated expense recognition for awards granted to participants that have met or will meet retirement eligibility requirements prior to the applicable vesting dates.

Current wording

General and administrative expenses decreased $0.9 million, or 4.2%, to $19.7 million for the six months ended June 30, 2025 from $20.6 million the six months ended June 30, 2024. The decrease is primarily related to a decrease in stock compensation expense resulting from the timing of accelerated expense recognition for awards granted to participants that have met or will meet retirement eligibility requirements prior to the applicable vesting dates, partially offset by increases in professional fees and other costs.

Previous wording

Gain on business interruption insurance was $0.7 million for the three months ended March 31, 2024, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023.

Current wording

Gain on business interruption insurance was $0.7 million for the six months ended June 30, 2024, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023.

Previous wording

Other income increased $0.1 million, or 5.6%, to $2.6 million for the three months ended March 31, 2025 from $2.4 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company purchased the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara resulting in the recognition of a $1.1 million net gain related to the write off of the right-of-use asset and lease liability. Additionally, during the three months ended March 31, 2025, the Company recorded $0.5 million of insurance proceeds in excess of recognized losses related to a casualty loss at one property. These increases were partially offset by a reduction in interest income of $0.4 million and the recognition of $1.0 million in insurance proceeds in excess of recognized losses related to a casualty loss at one property during the prior period.

Current wording

Other income decreased $0.1 million, or 2.6%, to $4.3 million for the six months ended June 30, 2025 from $4.4 million for the six months ended June 30, 2024. This decrease was primarily attributed the recognition of $1.4 million in insurance proceeds in excess of recognized losses related to casualty losses at certain properties during the six months ended June 30, 2024 as well as a reduction in interest income of $0.2 million. These decreases were partially offset by the recognition of a $1.1 million net gain related to the write off of the right-of-use asset and lease liability related to the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara, as well as the recognition of $0.5 million in insurance proceeds in excess of recognized losses related to a casualty loss at one property during the six months ended June 30,2024.

Previous wording

Interest expense increased $0.7 million, or 3.4% to $21.1 million for the three months ended March 31, 2025 from $20.4 million for the three months ended March 31, 2024 primarily due to the higher average outstanding term loan debt, rising interest rates on variable debt coupled with the expiration of interest rate hedges in February 2025 and a reduction in capitalized interest. These increases were partially offset by reduced interest expense from a lower average outstanding balance on the $500 million aggregate principal amount of our 4.88% Senior Notes due 2029 (the "2029 Senior Notes") and the $400 million aggregate principal amount of our 6.63% Senior Notes due 2030 (the "2030 Senior Notes" and together with our 2029 Senior Notes, the "Senior Notes").

Current wording

Interest expense increased $1.7 million, or 8.3%, and $2.4 million, or 5.8%, to $21.9 million and $43.0 million for the three and six months ended June 30, 2025 from $20.2 million and $40.6 million for the three and six months ended June 30, 2024 primarily due to higher average outstanding term loan debt, rising interest rates on variable debt coupled with the expiration of interest rate hedges in February 2025 and a reduction in capitalized interest. These increases were partially offset by lower outstanding balances on the Senior Notes.

Previous wording

Income tax expense increased $0.1 million, or 19.5%, to $0.9 million for the three months ended March 31, 2025 from $0.7 million for the three months ended March 31, 2024. This increase is primarily attributed to higher projected taxable income when compared to the prior periods partially offset by the use of federal and state net operating loss carryforwards.

Current wording

Income tax expense increased $5.5 million, or 133.3%, and $5.7 million, or 165.8%, to $1.4 million and $2.2 million for the three and six months ended June 30, 2025 from income tax benefit of $4.1 million and $3.4 million for the three and six months ended June 30, 2024. This increase is primarily attributed to a $5.0 million tax benefit in the prior periods associated with the release of the valuation allowance related to certain state net operating loss carryforwards, higher projected taxable income when compared to the prior periods and the use of federal and state net operating loss carryforwards.

Previous wording

As of March 31, 2025, we had $112.6 million of consolidated cash and cash equivalents and $69.5 million of restricted cash and escrows. The restricted cash as of March 31, 2025 primarily consisted of $61.7 million related to FF&E reserves as required per the terms of our management and franchise agreements, $3.5 million in an interest-bearing escrow account held with a lender, cash held in restricted escrows of $3.5 million primarily for real estate taxes and mortgage escrows and $0.7 million in deposits made for capital projects.

Current wording

As of June 30, 2025, we had $172.6 million of consolidated cash and cash equivalents and $78.4 million of restricted cash and escrows. The restricted cash as of June 30, 2025 primarily consisted of $67.2 million related to FF&E reserves as required per the terms of our management and franchise agreements, $5.0 million in an interest-bearing escrow account held with a lender, cash held in restricted escrows of $2.9 million primarily for real estate taxes and mortgage escrows, $2.2 million for escrow holdbacks and $1.1 million in deposits made for capital projects.

Previous wording

As of March 31, 2025, the Company was in violation of a debt covenant on one mortgage loan. The Company cured the violation by depositing a total of $5.0 million, inclusive of $3.5 million funded in 2024, in an interest-bearing escrow account held by the lender. As of March 31, 2025, the Company was in compliance with all other debt covenants, current on all loan payments and not otherwise in default under the revolving credit facility, corporate credit facility term loans, remaining mortgage loans or Senior Notes.

Current wording

As of June 30, 2025, the Company was in violation of a debt covenant on one mortgage loan. The Company cured the violation by depositing a total of $5.0 million, inclusive of $2.7 million funded in 2024, in an interest-bearing escrow account held by the lender. As of June 30, 2025, the Company was in compliance with all other debt covenants, current on all loan payments and not otherwise in default under the Revolving Credit Facility, 2024 Term Loans, remaining mortgage loans or Senior Notes.

Previous wording

We maintain an ATM program pursuant to the ATM Agreement. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the three months ended March 31, 2025. As of March 31, 2025, we had $200 million available for sale under the ATM Agreement.

Current wording

We maintain an ATM program pursuant to the ATM Agreement. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the three and six months ended June 30, 2025. As of June 30, 2025, we had $200 million available for sale under the ATM Agreement.

Previous wording

During the three months ended March 31, 2025, 2,733,149 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.09 per share for an aggregate purchase price of $35.8 million. During the three months ended March 31, 2024, 468,107 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.51 per share for an aggregate purchase price of $6.3 million. As of March 31, 2025, the Company had approximately $82.1 million remaining under its share repurchase authorization.

Current wording

During the six months ended June 30, 2025, 5,682,061 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.58 per share for an aggregate purchase price of $71.5 million. During the six months ended June 30, 2024, 468,107 shares were repurchased under the Repurchase Program, at a weighted-average price of $13.51 per share for an aggregate purchase price of $6.3 million. As of June 30, 2025, the Company had approximately $146.4 million remaining under its share repurchase authorization.

Previous wording

As of March 31, 2025 and December 31, 2024, we had a total of $61.7 million and $58.9 million, respectively, of FF&E reserves. During the three months ended March 31, 2025 and March 31, 2024, we made total capital expenditures of $32.4 million and $33.4 million, respectively.

Current wording

As of June 30, 2025 and December 31, 2024, we had a total of $67.2 million and $58.9 million, respectively, of FF&E reserves. During the three and six months ended June 30, 2025 we made total capital expenditures of $18.5 million and $50.8 million, respectively, and during three and six months ended June 30, 2024, we made total capital expenditures of $35.8 million and $69.3 million, respectively.

Previous wording

As of March 31, 2025, we had various contracts outstanding with third-parties in connection with the renovation of certain of our hotel properties. The remaining commitments under these contracts as of March 31, 2025 totaled $24.2 million.

Current wording

As of June 30, 2025, we had various contracts outstanding with third-parties in connection with the renovation of certain of our hotel properties. The remaining commitments under these contracts as of June 30, 2025 totaled $10.9 million.

Previous wording

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Current wording

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Previous wording

•Cash provided by operating activities was $54.8 million and $24.7 million for the three months ended March 31, 2025 and 2024, respectively. Cash flows from operating activities generally consist of the net cash generated by our hotel operations, partially offset by the cash paid for interest, corporate expenses and other working capital changes. Our cash flows from operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or from disruption and subsequent improvements resulting from renovations. The net increase to cash provided by operating activities during the three months ended March 31, 2025 was primarily due to an increase in operating income and the timing of working capital transactions. Refer to the "Results of Operations" section for further discussion of our operating results for the three months ended March 31, 2025 and 2024.

Current wording

•Cash provided by operating activities was $91.1 million and $81.9 million for the six months ended June 30, 2025 and 2024, respectively. Cash flows from operating activities generally consist of the net cash generated by our hotel operations, partially offset by the cash paid for interest, corporate expenses and other working capital changes. Our cash flows from operating activities may also be affected by changes in our portfolio resulting from hotel acquisitions, dispositions or from disruption and subsequent improvements resulting from renovations. The net increase to cash provided by operating activities during the six months ended June 30, 2025 was primarily due to an increase in operating income. Refer to the "Results of Operations" section for further discussion of our operating results for the three and six months ended June 30, 2025 and 2024.

Previous wording

•Cash used in investing activities was $56.2 million and $32.3 million for the three months ended March 31, 2025 and 2024, respectively. Cash used in investing activities for the three months ended March 31, 2025 was attributed to $32.4 million in capital improvements at our hotel properties and $25.4 million for the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara, which was partially offset by $1.6 million of proceeds from property insurance. Cash used in investing activities for the three months ended March 31, 2024 was attributed to $33.4 million in capital improvements at our hotel properties, which was partially offset by $1.0 million of proceeds from property insurance and $0.2 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis.

Current wording

•Cash provided by (used in) investing activities was $27.5 million and $(68.0) million for the six months ended June 30, 2025 and 2024, respectively. Cash provided by investing activities for the six months ended June 30, 2025 was attributed to net proceeds of $101.4 million from the sale of Fairmont Dallas and $2.4 million of proceeds from property insurance, partially offset by $50.8 million in capital improvements at our hotel properties and $25.4 million for the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara. Cash used in investing activities for the six months ended June 30, 2024 was attributed to $69.3 million in capital improvements at our hotel properties, which was partially offset by $1.1 million of proceeds from property insurance and $0.2 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis.

Previous wording

•Cash provided by (used in) financing activities was $39.9 million and $18.6 million for the three months ended March 31, 2025 and 2024, respectively. Cash provided by financing activities for the three months ended March 31, 2025 was attributed to the proceeds from the 2024 Delayed Draw Term Loan of $100.0 million and proceeds from a $10.0 million draw on the Revolving Credit Facility, which was partially offset by (i) the repurchase of common stock totaling $35.8 million, (ii) the repayment of the Revolving Credit Facility of $20.0 million, (iii) the payment of $12.4 million in dividends, (iv) principal payments of mortgage debt totaling $1.0 million, (v) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.5 million and (vi) the redemption of Operating Partnership Units for cash of $0.3 million. Cash used in financing activities for the three months ended March 31, 2024 was attributed (i) to the payment of $10.4 million in dividends, (ii) the repurchase of common stock totaling $6.3 million, (iii) principal payments of mortgage debt totaling $0.8 million, (iv) the redemption of Operating Partnership Units for cash of $0.7 million and (v) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.4 million.

Current wording

•Cash used in financing activities was $11.2 million and $31.9 million for the six months ended June 30, 2025 and 2024, respectively. Cash used in financing activities for the six months ended June 30, 2025 was attributed to (i) the repurchase of common stock totaling $71.5 million, (ii) the payment of $26.7 million in dividends, (iii) the repayment of the Revolving Credit Facility of $20.0 million, (iv) principal payments of mortgage debt totaling $2.2 million, (v) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.6 million and (vi) the redemption of Operating Partnership Units for cash of $0.3 million, partially offset by the proceeds from the 2024 Delayed Draw Term Loan of $100.0 million and proceeds from a $10.0 million draw on the Revolving Credit Facility. Cash used in financing activities for the six months ended June 30, 2024 was attributed (i) to the payment of $22.9 million in dividends, (ii) the repurchase of common stock totaling $6.3 million, (iii) principal payments of mortgage debt totaling $1.7 million, (iv) the redemption of Operating Partnership Units for cash of $0.7 million and (v) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.4 million.

Previous wording

The following is a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the three months ended March 31, 2025 and 2024 (in thousands):

Current wording

The following is a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the three and six months ended June 30, 2025 and 2024 (in thousands):

Previous wording

(1) During the three months ended March 31, 2025 and 2024, we recorded $0.5 million and $1.0 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. These amounts are included in other income on the condensed consolidated statements of operations and comprehensive income for the periods then ended.

Current wording

(1) During the six months ended June 30, 2025, we recorded $0.5 million of insurance proceeds in excess of recognized losses related to casualty losses at one property. During the three and six months ended June 30, 2024, the Company recorded $0.4 million and $1.4 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. These amounts are included in other income on the condensed consolidated statements of operations and comprehensive income for the periods then ended.

Previous wording

(2) During the three months ended March 31, 2025, we purchased the land associated with a ground lease resulting in the recognition of a $1.1 million net gain related to the write off of the associated right-of-use asset and lease liability. Additionally, we recognized $0.4 million of pre-opening expenses. During the three months ended March 31, 2024, we recognized $0.3 million of pre-opening expenses and expensed $0.3 million of repair and clean up costs related to property damage sustained at one property.

Current wording

(2) During the six months ended June 30, 2025, we purchased the land associated with a ground lease resulting in the recognition of a $1.1 million net gain related to the write off of the associated right-of-use asset and lease liability and recognized $0.5 million of pre-opening expenses. During the three and six months ended June 30, 2024, the Company recognized $0.3 million and $0.6 million, respectively, of pre-opening expenses and recognized $0.1 million and $0.3 million, respectively, of repair and clean up costs related to damage sustained at one property.

Previous wording

The following is a reconciliation of net income to FFO and Adjusted FFO attributable to common stock and unit holders for the three months ended March 31, 2025 and 2024 (in thousands):

Current wording

The following is a reconciliation of net income to FFO and Adjusted FFO attributable to common stock and unit holders for the three and six months ended June 30, 2025 and 2024 (in thousands):

Previous wording

(1) During the three months ended March 31, 2025 and 2024, we recorded $0.5 million and $1.0 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. These amounts are included in other income on the condensed consolidated statements of operations and comprehensive income for the periods then ended.

Current wording

(1) During the six months ended June 30, 2025, we recorded $0.5 million of insurance proceeds in excess of recognized losses related to casualty losses at one property. During the three and six months ended June 30, 2024, the Company recorded $0.4 million and $1.4 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties. These amounts are included in other income on the condensed consolidated statements of operations and comprehensive income for the periods then ended.

Previous wording

(3) During the three months ended March 31, 2025, we purchased the land associated with a ground lease resulting in the recognition of a $1.1 million net gain related to the write off of the associated right-of-use asset and lease liability. Additionally, we recognized $0.4 million of pre-opening expenses. During the three months ended March 31, 2024, we recognized $0.3 million of pre-opening expenses and expensed $0.3 million of repair and clean up costs related to property damage sustained at one property.

Current wording

(3) During the six months ended June 30, 2025, we purchased the land associated with a ground lease resulting in the recognition of a $1.1 million net gain related to the write off of the associated right-of-use asset and lease liability and recognized $0.5 million of pre-opening expenses. During the three and six months ended June 30, 2024, the Company recognized $0.3 million and $0.6 million, respectively, of pre-opening expenses and recognized $0.1 million and $0.3 million, respectively, of repair and clean up costs related to damage sustained at one property.