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, 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.

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 and reserve funds, the Repurchase Program, 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 24, 2026, as may be updated elsewhere in this report and the information set forth in other Quarterly Reports on Form 10-Q an…

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 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.

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 March 31, 2026, 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 Davidson.

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 (loss).

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.

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");

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"); total revenue per available room ("Total RevPAR"); average daily rate

Previous 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.

Current wording

("ADR"); occupancy rate ("occupancy"); 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 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.

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 2.0% during the first quarter of 2026, according to the U.S. Department of Commerce, compared to the increase in annual rate growth trend from the third and fourth quarters of 2025 of 4.4% and 1.4%, respectively. The increase during the first quarter reflected upturns in government spending and exports, and an acceleration in investment that were partly offset by a deceleration in consumer spending. In addition, the unemployment rate remained flat at 4.3% in March 2026 compared to 4.4% in December 2025 and September 2025. We continue to monitor and evaluate the challenges associated with consumer confidence, 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

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.

Current wording

RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 9.1% to $205.93 for the three months ended March 31, 2026 compared to $188.73 for the three months ended March 31, 2025. The increase in RevPAR for the three months ended March 31, 2026 compared to the same period in 2025 was driven primarily by increases in occupancy and average daily rate as well as 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.

Previous 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.

Current wording

Net income increased 28.5% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, which was primarily attributed to a $13.2 million increase in hotel operating income for our 30-comparable hotels, a $1.3 million reduction in depreciation and amortization expense and a $0.2 million reduction in interest expense. These increases were partially offset by a $4.8 million reduction in hotel operating income attributed to the sale of Fairmont Dallas in April 2025, a $3.3 million increase in other operating expenses, a $1.0 million reduction in other income, a $0.5 million increase in impairment and other losses, $0.2 million increase in general and administrative expenses and a $0.2 million increase in income tax expense.

Previous 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.

Current wording

Adjusted EBITDAre and Adjusted FFO attributable to common stock and unit holders for the three months ended March 31, 2026 increased 11.6% and 16.3%, respectively, compared to the three months ended March 31, 2025. 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 nine months ended September 30, 2025 and 2024:

Current wording

The following table sets forth certain operating information for the three months ended March 31, 2026 and 2025:

Previous wording

(1) In February 2025, we added five newly created rooms at Grand Hyatt Scottsdale Resort. In March 2024, we added one newly created room at Grand Bohemian Hotel Orlando, Autograph Collection.

Current wording

(1) In February 2025, we added five newly created rooms at Grand Hyatt Scottsdale Resort.

Previous 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.

Current wording

Food and beverage revenues increased $0.3 million, or 0.3%, to $105.0 million for the three months ended March 31, 2026 from $104.7 million for the three months ended March 31, 2025 primarily driven by an increase in occupancy, year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation and growth in banquets and catering resulting from strong group business demand. This increase is net of a reduction of $5.8 million attributed to the sale of Fairmont Dallas in April 2025.

Previous 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.

Current wording

Other revenues increased $1.7 million, or 6.9%, to $26.0 million for the three months ended March 31, 2026 from $24.4 million for the three months ended March 31, 2025 primarily due to increases in occupancy and ancillary fees as well as year over year growth at Grand Hyatt Scottsdale Resort due to continued ramp up in performance following the renovation. This increase is net of a reduction of $0.9 million attributed to the sale Fairmont Dallas in April 2025.

Previous 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.

Current wording

Depreciation and amortization expense decreased $1.3 million, or 3.9%, to $31.9 million for the three months ended March 31, 2026 from $33.2 million for the three months ended March 31, 2025. The decrease was primarily attributed to the sale of Fairmont Dallas in April 2025 and fully depreciated assets during the comparable periods partially offset by the timing of new assets being placed into service.

Previous 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.

Current wording

Real estate taxes, personal property taxes and insurance expense decreased $1.5 million, or 10.8%, to $12.2 million for the three months ended March 31, 2026 from $13.7 million for the three months ended March 31, 2025. The decrease was primarily attributed to a reduction of $0.7 million attributed to the sale of Fairmont Dallas in April 2025, a $0.5 million reduction in real estate taxes and a $0.3 million reduction in insurance expense.

Previous 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.

Current wording

Ground lease expense decreased $0.5 million, or 54.3%, to $0.4 million for thethree months ended March 31, 2026 from $0.8 million for thethree months ended March 31, 2025. The decrease was primarily attributed to the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara in March 2025.

Previous 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.

Current wording

Other income decreased $1.0 million, or 40.6%, to $1.5 million for the three months ended March 31, 2026 from $2.6 million for the three months ended March 31, 2025 primarily attributed to the prior year recognition of a $1.1 million net gain related to the write off of the right-of-use asset and lease liability resulting from the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara as well as $0.5 million of insurance proceeds in excess of recognized losses in the prior year related to a casualty loss at one property. These decreases were partially offset by a $0.6 million non-recurring gain at one property.

Previous wording

On a long-term basis, our objectives are to maximize revenue and profits generated by our existing properties and acquired hotels, to further enhance the value of our portfolio and produce an attractive current yield, as well as to generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders. To the extent we are able to successfully improve the performance of our portfolio, we believe this will result in increased operating cash flows. Additionally, we may meet our long-term liquidity requirements through additional borrowings, the issuance of equity and debt securities, which may not be available on advantageous terms or at all, and/or proceeds from the sales of hotels.

Current wording

On a long-term basis, our objectives are to maximize revenue and profits generated by our existing properties and acquired hotels, to further enhance the value of our portfolio and produce an attractive current yield, as well as to generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders. To the extent we are able to successfully improve the performance of our portfolio, we believe this will result in increased operating cash flows. Additionally, we may meet our long-term liquidity requirements through additional borrowings, the issuance of equity and debt securities, which may not be available on advantageous terms or at all, and/or proceeds from the sale of hotels.

Previous 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.

Current wording

As of March 31, 2026, we had $101.1 million of consolidated cash and cash equivalents and $78.5 million of restricted cash and escrows. The restricted cash as of March 31, 2026 primarily consisted of $73.5 million related to FF&E reserves as required per the terms of our management and franchise agreements, $4.2 million in deposits made for capital projects and cash held in restricted escrows of $0.7 million primarily for real estate taxes and mortgage escrows.

Previous wording

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

Current wording

As of March 31, 2026, our outstanding total debt was $1.4 billion and had a weighted-average interest rate of 5.53%.

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 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 compliance with certain financial covenants.

Previous wording

In October 2025, the Operating Partnership entered into an Amendment No. 1 to Amended and Restated Revolving Credit and Term Loan Agreement (the "First Amendment to Amended and Restated Credit Agreement"), pursuant to which interest payable pursuant to the Amended and Restated Credit Agreement was reduced by removing the 0.10% credit spread adjustment to the term SOFR rate therein.

Current wording

In October 2025, the Operating Partnership entered into an Amendment No. 1 to the Amended and Restated Revolving Credit and Term Loan Agreement (the "First Amendment to Amended and Restated Credit Agreement"), pursuant to which interest payable pursuant to the Amended and Restated Credit Agreement was reduced by removing the 0.10% credit spread adjustment to the term SOFR rate therein.

Previous wording

On May 27, 2021, the Operating Partnership entered into the indenture governing our 2029 Senior Notes ("the 2029 Notes Indenture"). On November 25, 2024, the Operating Partnership entered into the indenture governing our 2030 Senior Notes (the "2030 Notes Indenture" and together with the 2029 Notes Indenture, the "indentures"). The indentures contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends, redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indentures.

Current wording

On May 27, 2021, the Operating Partnership entered into the indenture (the "2029 Notes Indenture") governing the $500 million of 4.875% Senior Notes due 2029 (the "2029 Senior Notes"). On November 25, 2024, the Operating Partnership entered into the indenture (the "2030 Notes Indenture" and together with the 2029 Notes Indenture, the "indentures") governing the $400 million of 6.625% Senior Notes due 2030 (the "2030 Senior Notes" and together with the 2029 Senior Notes, the "Senior Notes"). The indentures contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends, redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indentures.

Previous 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.

Current wording

As of March 31, 2026, the Company was in compliance with all debt covenants, current on all loan payments and not otherwise in default under the Revolving Credit Facility, 2024 Term Loans, Senior Notes or mortgage loans.

Previous wording

As of September 30, 2025, we had one interest rate swap with an aggregate notional amount of $55.0 million. This swap fixes the variable interest rate on one mortgage loan for a portion of the term.

Current wording

In March 2026, the Company reduced the notional amount on the interest rate swap in connection with the paydown of the mortgage loan collateralized by Andaz Napa and, as a result, we had one interest rate swap with an aggregate notional amount of $47.5 million as of March 31, 2026. This swap fixes the variable interest rate on one mortgage loan for a portion of the term.

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 nine months ended September 30, 2025. As of September 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 months ended March 31, 2026. As of March 31, 2026, we had $200 million available for sale under the ATM Agreement.

Previous 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.

Current wording

No shares were purchased as part of the Repurchase Program during the three months ended March 31, 2026. 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. As of March 31, 2026, the Company had approximately $97.5 million remaining under its share repurchase authorization.

Previous 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.

Current wording

As of March 31, 2026 and December 31, 2025, we had a total of $73.5 million and $70.3 million, respectively, of FF&E reserves. During the three months ended March 31, 2026 and March 31, 2025, we made total capital expenditures of $15.2 million and $32.4 million, respectively.

Previous 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.

Current wording

As of March 31, 2026, 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, 2026 totaled $10.1 million.

Previous wording

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

Current wording

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Previous 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.

Current wording

•Cash provided by operating activities was $45.0 million and $54.8 million for the three months ended March 31, 2026 and 2025, 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 decrease to cash provided by operating activities during the three months ended March 31, 2026 was primarily due to the timing of working capital transactions, partially offset by an increase in operating income. Refer to the "Results of Operations" section for further discussion of our operating results for the three months ended March 31, 2026 and 2025.

Previous wording

•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.

Current wording

•Cash used in investing activities was $15.2 million and $56.2 million for the three months ended March 31, 2026 and 2025, respectively. Cash used in investing activities for the three months ended March 31, 2026 was attributed to $15.2 million in capital improvements at our hotel properties. 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.

Previous wording

•Cash used in financing activities was $38.5 million and $47.1 million for the nine months ended September 30, 2025 and 2024, respectively. Cash used in financing activities for the nine months ended September 30, 2025 was attributed to (i) the repurchase of common stock totaling $83.8 million, (ii) the payment of $40.5 million in dividends, (iii) the repayment of the Revolving Credit Facility of $20.0 million, (iv) principal payments of mortgage debt totaling $3.3 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 nine months ended September 30, 2024 was attributed (i) to the payment of $35.4 million in dividends, (ii) the repurchase of common stock totaling $8.2 million, (iii) principal payments of mortgage debt totaling $2.5 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 provided by financing activities was $39.9 million for the three months ended March 31, 2025 and 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.

Previous wording

We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains or losses from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. We believe that the presentation of FFO provides useful supplemental information to investors regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains or losses from sales for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance. We believe that the presentation of FFO can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common stockholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the Nareit definition of FFO or do not calculate FFO per diluted share in accordance with Nareit guidance. Additionally, FFO may not be helpful when comparing us to non-REITs. We present FFO attributable to common stock and unit holders, which includes our Operating Partnership Units because our Operating Partnership Units may be redeemed for common stock. We believe it is meaningful for the investor to understand FFO attributable to all common stock and unit holders.

Current wording

We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains or losses from sale of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. We believe that the presentation of FFO provides useful supplemental information to investors regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains or losses from sale for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance. We believe that the presentation of FFO can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common stockholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the Nareit definition of FFO or do not calculate FFO per diluted share in accordance with Nareit guidance. Additionally, FFO may not be helpful when comparing us to non-REITs. We present FFO attributable to common stock and unit holders, which includes our Operating Partnership Units because our Operating Partnership Units may be redeemed for common stock. We believe it is meaningful for the investor to understand FFO attributable to all common stock and unit holders.

Previous wording

The following is a reconciliation of net income (loss) to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the three and nine months ended September 30, 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 months ended March 31, 2026 and 2025 (in thousands):

Previous wording

(2) Includes adjustments for pre-opening expenses, repair and clean up costs related to property damage and other non-recurring items.

Current wording

(2) Includes adjustments for costs associated with an operator transition at four hotels, pre-opening expenses, repair and clean up costs related to property damage and other non-recurring items.

Previous wording

The following is a reconciliation of net income (loss) to FFO and Adjusted FFO attributable to common stock and unit holders for the three and nine months ended September 30, 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 months ended March 31, 2026 and 2025 (in thousands):

Previous wording

(3) Includes adjustments for pre-opening expenses, repair and clean up costs related to property damage and other non-recurring items.

Current wording

(3) Includes adjustments for costs associated with an operator transition at four hotels, pre-opening expenses, repair and clean up costs related to property damage and other non-recurring items.