Xenia Hotels & Resorts, Inc.

Previous wording

Certain statements in this Quarterly Report on Form 10-Q, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include statements about Xenia’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Xenia and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. Forward-looking statements in this Form 10-Q include, among others, statements about our plans, strategies and the impact of macroeconomic factors, including inflation, changing interest rates, a potential domestic and/or global recession, global conflicts, trade disputes, the evolving workforce and wage landscape, capital expenditures, the ability to consummate acquisitions and dispositions of hotel properties, changes in the geographic markets where our revenues are concentrated, insurance recoveries, liquidity and derivations thereof, financial performance and potential dividends, prospects or future events. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other important factors include, among others: the risk factors set forth under “Part I-Item 1A. Risk Factors” and “Part II-Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2025, as may be updated elsewhere in this report and the information set forth in other Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC; general e…

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Current wording

Certain statements in this Quarterly Report on Form 10-Q, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include statements about Xenia’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Xenia and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. Forward-looking statements in this Form 10-Q include, among others, statements about our plans, strategies and the impact of macroeconomic factors, including inflation, changing interest rates, a potential domestic and/or global recession, global conflicts, trade disputes, consumer confidence levels in the economy, the evolving workforce and wage landscape, capital expenditures, the ability to consummate acquisitions and dispositions of hotel properties, changes in the geographic markets where our revenues are concentrated, insurance recoveries, liquidity and derivations thereof, financial performance and potential dividends, prospects or future events. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. Such risks, uncertainties and other important factors include, among others: the risk factors set forth under “Part I-Item 1A. Risk Factors” and “Part II-Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2025, as may be updated elsewhere in this report and the information set forth in other Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have…

Excerpt shortened here; the source contains the full paragraph.

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 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.

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 September 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 including Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton and The Kessler Collection.

Previous wording

The accompanying condensed consolidated financial statements include the accounts of the Company, XHR LP (the "Operating Partnership"), and XHR Holding, Inc. and its subsidiaries. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the condensed consolidated statements of operations and comprehensive income.

Current wording

The accompanying condensed consolidated financial statements include the accounts of the Company, XHR LP (the "Operating Partnership"), and XHR Holding, Inc. and its subsidiaries. The Company's subsidiaries generally consist of limited liability companies, limited partnerships and the TRS. The effects of all inter-company transactions have been eliminated. Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).

Previous wording

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as Revenue Per Available Room ("RevPAR"); average daily rate ("ADR"); occupancy rate ("occupancy"); earnings before interest, income taxes, depreciation and amortization for real estate ("EBITDAre") and Adjusted EBITDAre;

Current wording

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as Revenue Per Available Room ("RevPAR"); average daily rate ("ADR"); occupancy rate ("occupancy");

Previous wording

and funds from operations ("FFO") and Adjusted FFO. We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. RevPAR, ADR, and occupancy may be impacted by macroeconomic factors as well as regional and local economies and events. See "Non-GAAP Financial Measures" for further discussion of the Company's use, definitions and limitations of EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO.

Current wording

earnings before interest, income taxes, depreciation and amortization for real estate ("EBITDAre") and Adjusted EBITDAre; and funds from operations ("FFO") and Adjusted FFO. We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. RevPAR, ADR, and occupancy may be impacted by macroeconomic factors as well as regional and local economies and events. See "Non-GAAP Financial Measures" for further discussion of the Company's use, definitions and limitations of EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO.

Previous 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.

Current wording

The U.S. lodging industry historically exhibits a strong correlation to U.S. GDP, which decreased at an estimated annual rate of approximately 0.6% during the first quarter of 2025 and increased 3.8% during the second quarter of 2025, according to the U.S. Department of Commerce. As of the date of this filing, the estimated annual rate of change in U.S. GDP has not been released. In addition, the unemployment rate rose slightly to 4.3% in August 2025 compared to 4.1% in June 2025 and 4.2% in March 2025. 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 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.

Current wording

Demand decreased 0.6% and 0.2% during the three and nine months ended September 30, 2025, respectively. New hotel supply increased 0.9% and 0.7% during the same periods. A decrease in occupancy of 1.5% partially offset by a 0.1% increase in ADR led to a decrease in industry RevPAR of 1.4% for the three months ended September 30, 2025 compared to 2024. A decrease in occupancy of 0.9% partially offset by a 0.9% increase in ADR led to flat industry RevPAR for the nine months ended September 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 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.

Current wording

Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 2.2% and 4.3% to $164.51 and $182.03 for the three and nine months ended September 30, 2025 compared to $160.96 and $174.50 for the three and nine months ended September 30, 2024, respectively. The increase in our total portfolio RevPAR for the three and nine months ended September 30, 2025 compared to the same periods in 2024 was driven primarily by an increase average daily rate, disruption from renovations in 2024 and year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation. Further, demand has continued to shift to a more traditional mix of leisure, business transient and group within our portfolio. Excluding dispositions and Grand Hyatt Scottsdale Resort, which was undergoing a transformative renovation during 2024, total portfolio RevPAR decreased 2.6% and increased 0.6% to $167.87 and $183.64 for the three and nine months ended September 30, 2025 compared to $172.39 and $182.51 for the three and nine months ended September 30, 2024, respectively.

Previous 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.

Current wording

Net loss increased 95.5% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, which was primarily attributed to a $1.7 million increase in interest expense, a $1.6 million gain on the sale of Lorien Hotel & Spa in July 2024, a $1.3 million net reduction in operating income attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025, a $1.0 million increase in general and administrative expenses, a $1.0 million reduction in other income, a $0.7 million increase in depreciation and amortization expense and a $0.5 million increase in other operating expenses. These decreases were partially offset by a $0.5 million increase in gain on business interruption, a $0.1 million increase in hotel operating income for our 30-comparable hotels and a $0.1 million reduction in impairment and other losses.

Previous wording

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 wording

Net income increased 243.1% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, which was primarily attributed to a $38.3 million increase on gain on sale of investment properties, a $23.8 million increase in hotel operating income for our 30-comparable hotels and a $0.2 million reduction in impairment and other losses. These increases were partially offset by income tax expense of $1.6 million compared to an income tax benefit of $4.0 million, a $5.3 million reduction in operating income attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025, a $4.0 million increase in interest expense, a $2.8 million increase in depreciation and amortization expense, a $1.1 million reduction in other income, a $0.3 million increase in other operating expenses, a $0.2 million decrease in gain on business interruption and a $0.1 million increase in general and administrative expenses.

Previous 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.

Current wording

Adjusted EBITDAre attributable to common stock and unit holders for the three and nine months ended September 30, 2025 decreased 4.6% and increased 9.4%, respectively, compared to the three and nine months ended September 30, 2024 and Adjusted FFO attributable to common stock and unit holders decreased 15.1% and increased 5.1% 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 and six months ended June 30, 2025 and 2024:

Current wording

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

Previous wording

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

Current wording

(2) During the nine months ended September 30, 2025, the Company sold one hotel with 545 rooms. During the nine months ended September 30, 2024, the Company sold one hotel with 107 rooms.

Previous wording

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 wording

Rooms revenues for our total portfolio decreased $5.4 million, or 3.8%, to $134.2 million for the three months ended September 30, 2025 from $139.6 million for the three months ended September 30, 2024 primarily driven by a reduction of $5.5 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025 and the impact of short-term demand lift from hurricanes in the prior year, partially offset by an increase in average daily rate as well as disruption from renovations in the prior period. Excluding dispositions and Grand Hyatt Scottsdale Resort, rooms revenues for the three months ended September 30, 2025 decreased $3.5 million, or 2.6%, when compared to the prior period.

Previous 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.

Current wording

Food and beverage revenues increased $3.0 million, or 4.0%, to $77.8 million for the three months ended September 30, 2025 from $74.8 million for the three months ended September 30, 2024 primarily due to disruption from renovations in the prior period. The increase is net of a reduction of $3.0 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, food and beverage revenues for the three months ended September 30, 2025 increased $0.3 million, or 0.4%, when compared to the prior period.

Previous wording

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 wording

Food and beverage revenues increased $28.0 million, or 10.9%, to $284.7 million for the nine months ended September 30, 2025 from $256.6 million for the nine months ended September 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 $7.8 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, food and beverage revenues for the nine months ended September 30, 2025 increased $18.3 million, or 7.8%, when compared to the prior period.

Previous 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.

Current wording

Other revenues increased $8.6 million, or 12.9%, to $75.7 million for the nine months ended September 30, 2025 from $67.1 million for the nine months ended September 30, 2024 primarily as a result of increases in occupancy and ancillary fees as well as disruption from renovations in the prior period. This increase is net of a reduction of $1.4 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, other revenues for the nine months ended September 30, 2025 increased $7.1 million, or 11.6%, when compared to the prior period.

Previous wording

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 wording

Total hotel operating expenses increased $1.4 million, or 0.8%, to $177.1 million for the three months ended September 30, 2025 from $175.7 million for the three months ended September 30, 2024 largely due to disruption from renovations in the prior period. This increase is net of a reduction of $8.4 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, total hotel operating expenses for the three months ended September 30, 2025 increased $2.3 million, or 1.4%, when compared to the prior period.

Previous 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.

Current wording

Total hotel operating expenses increased $19.1 million, or 3.5%, to $563.6 million for the nine months ended September 30, 2025 from $544.5 million for the nine months ended September 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 $18.1 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, total hotel operating expenses for the nine months ended September 30, 2025 increased $18.6 million, or 3.8%, when compared to the prior period.

Previous 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.

Current wording

Depreciation and amortization expense increased $0.7 million, or 2.3%, to $32.6 million for the three months ended September 30, 2025 from $31.8 million for the three months ended September 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 Fairmont Dallas in April 2025.

Previous wording

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 wording

Real estate taxes, personal property taxes and insurance expense decreased $1.2 million, or 3.0%, to $38.8 million for the nine months ended September 30, 2025 from $39.9 million for the nine months ended September 30, 2024. This decrease was primarily attributed to a reduction of $1.1 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025 and a $0.6 million reduction in insurance expense, partially offset by a $0.5 million increase in real estate taxes.

Previous wording

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 wording

Ground lease expense decreased $0.5 million, or 66.5%, and $0.8 million, or 32.7%, to $0.3 million and$1.6 million for thethree and nine months ended September 30, 2025 from $0.8 million and$2.4 million for thethree and nine months ended September 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.

Previous 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.

Current wording

General and administrative expenses increased $0.1 million, or 0.4%, to $28.5 million for the nine months ended September 30, 2025 from $28.4 million for the nine months ended September 30, 2024. The increase is primarily related to increases in professional fees and other costs, partially offset by 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.

Previous 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.

Current wording

Gain on business interruption insurance was $0.7 million for the nine months ended September 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

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 wording

The gain on sale of investment properties for the nine months ended September 30, 2025 was attributed to the sale of Fairmont Dallas in April 2025. The gain on sale of investment properties for the three and nine months ended September 30, 2024 was attributed to the sale of Lorien Hotel & Spa in July 2024.

Previous 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.

Current wording

Other income decreased $1.1 million, or 15.7%, to $6.1 million for the nine months ended September 30, 2025 from $7.3 million for the nine months ended September 30, 2024. This decrease was primarily attributed to a $0.8 million non-recurring loss at one property, a $0.7 million net decrease in recognized gain on insurance recoveries and a $0.3 million decrease in interest income. 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 and lease liability related to the purchase of the fee simple interest in the land underlying the Hyatt Regency Santa Clara.

Previous 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.

Current wording

Interest expense increased $1.7 million, or 8.3%, and $4.0 million, or 6.7%, to $21.8 million and $64.8 million for the three and nine months ended September 30, 2025 from $20.1 million and $60.7 million for the three and nine months ended September 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 $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.

Current wording

Income tax expense increased $5.6 million, or 138.9%, to $1.6 million for the nine months ended September 30, 2025 from income tax benefit of $4.0 million for the nine months ended September 30, 2024. This increase is primarily attributed to a $5.2 million tax benefit in the prior period 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 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.

Current wording

As of September 30, 2025, we had $188.2 million of consolidated cash and cash equivalents and $80.7 million of restricted cash and escrows. The restricted cash as of September 30, 2025 primarily consisted of $68.0 million related to FF&E reserves as required per the terms of our management and franchise agreements, $5.1 million in an interest-bearing escrow account held with a lender, cash held in restricted escrows of $3.8 million primarily for real estate taxes and mortgage escrows, $2.2 million for escrow holdbacks and $1.6 million in deposits made for capital projects.

Previous wording

As of June 30, 2025, our outstanding total debt was $1.4 billion and had a weighted-average interest rate of 5.67%.

Current wording

As of September 30, 2025, our outstanding total debt was $1.4 billion and had a weighted-average interest rate of 5.63%.

Previous wording

Our mortgage loan agreements require contributions to be made to FF&E reserves and the compliance with certain financial covenants. We intend to refinance or payoff with cash on hand the mortgage loan maturing March 2026 collateralized by Grand Bohemian Hotel Orlando, Autograph Collection.

Current wording

Our mortgage loan agreements require contributions to be made to FF&E reserves and the compliance with certain financial covenants. We intend to payoff with cash on hand the mortgage loan maturing March 2026 collateralized by Grand Bohemian Hotel Orlando, Autograph Collection.

Previous wording

In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. In November 2024, the Operating Partnership amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”). A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million. The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million. The Revolving Credit Facility matures in November 2028 and can be extended up to two additional six-month periods. The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable adjusted term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans.

Current wording

In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. In November 2024, the Operating Partnership amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”). A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million. The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million. The Revolving Credit Facility matures in November 2028 and can be extended up to two additional six-month periods. The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans.

Previous 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.

Current wording

As of September 30, 2025, the Company was in violation of a debt covenant on one mortgage loan. The Company had cured the violation by depositing a total of $5.1 million, inclusive of $2.7 million funded in 2024, in an interest-bearing escrow account held by the lender and deposited an additional $0.3 million in October 2025. As of September 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 and six months ended June 30, 2025. As of June 30, 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 nine months ended September 30, 2025. As of September 30, 2025, we had $200 million available for sale under the ATM Agreement.

Previous 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.

Current wording

During the three and nine months ended September 30, 2025, 974,645 and 6,656,706 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.66 and $12.59 per share for an aggregate purchase price of $12.3 million and $83.8 million, respectively. During the three and nine months ended September 30, 2024, 146,863 and 614,970 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.78 and $13.34 per share for an aggregate purchase price of $1.9 million and $8.2 million, respectively. As of September 30, 2025, the Company had approximately $134.1 million remaining under its share repurchase authorization.

Previous 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.

Current wording

As of September 30, 2025 and December 31, 2024, we had a total of $68.0 million and $58.9 million, respectively, of FF&E reserves. During the three and nine months ended September 30, 2025 we made total capital expenditures of $19.9 million and $70.7 million, respectively, and during three and nine months ended September 30, 2024, we made total capital expenditures of $46.9 million and $116.2 million, respectively.

Previous 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.

Current wording

As of September 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 September 30, 2025 totaled $14.5 million.

Previous wording

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

Current wording

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Previous 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.

Current wording

•Cash provided by operating activities was $155.1 million and $133.1 million for the nine months ended September 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 nine months ended September 30, 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 and nine months ended September 30, 2025 and 2024.

Previous 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.

Current wording

•Cash provided by (used in) investing activities was $8.7 million and $(84.5) million for the nine months ended September 30, 2025 and 2024, respectively. Cash provided by investing activities for the nine months ended September 30, 2025 was attributed to net proceeds of $101.4 million from the sale of Fairmont Dallas and $3.5 million of proceeds from property insurance, partially offset by $70.7 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 nine months ended September 30, 2024 was attributed to $116.2 million in capital improvements at our hotel properties, which was partially offset by net proceeds of $29.1 million from the sale of Lorien Hotel & Spa, $2.4 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.