What changed in Chatham Lodging Trust's 2023 10-K compared to 2022?

Across the narrative sections we track, Chatham Lodging Trust (CLDT) added 131 paragraphs, removed 134, and edited 115 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+86/−86), Item 1. Business (+20/−21), Item 1A. Risk Factors (+10/−11).

Did Chatham Lodging Trust add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 10 new/edited paragraphs and 11 removed paragraphs versus the 2022 10-K.

What changed in Chatham Lodging Trust's MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 86 new/edited paragraphs and 86 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Chatham Lodging Trust's Legal Proceedings (Item 3) change in 2023?

Item 3 shows 1 added/edited paragraphs and 1 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this CLDT 10-K diff come from?

The source filings are Chatham Lodging Trust's official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Chatham Lodging Trust's 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Chatham Lodging Trust's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+131 added−134 removedSource: 10-K (2024-02-27) vs 10-K (2023-02-23)

Top changes in Chatham Lodging Trust's 2023 10-K

131 paragraphs added · 134 removed · 115 edited across 7 sections

Item 7. Management's Discussion & Analysis+86 / −86 · 72 edited
Item 1. Business+20 / −21 · 18 edited
Item 1A. Risk Factors+10 / −11 · 10 edited
Item 5. Market for Registrant's Common Equity+8 / −8 · 8 edited
Item 7A. Quantitative and Qualitative Disclosures About Market Risk+4 / −5 · 4 edited

Item 1. Business

Business — how the company describes what it does

18 edited+2 added−3 removed70 unchanged

2022 filing

2023 filing

Biggest changeThe Company shares the space with related parties and is reimbursed for the pro-rata share of rentable space occupied by the related parties. The Company is the lessee under ground, air rights, garage and office lease agreements for certain of its properties, all of which qualify as operating leases as of December 31, 2022.

Biggest changeThe Company is the lessee under ground, air rights, garage and office lease agreements for certain of its properties, all of which qualify as operating leases as of December 31, 2023. The leases typically provide multi-year renewal options to extend the term as lessee at the Company's option.

The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration of December 31, 2067. Minimum monthly payments are currently approximately $47 thousand per month and a percentage rent payment equal to 5% to 25% of gross income based on the type of income less the minimum rent is due in arrears.

The Hilton Garden Inn Marina del Rey hotel property is subject to a ground lease with an expiration of December 31, 2067. Minimum monthly payments are currently approximately $47 thousand per month and a percentage rent payment less the minimum rent is due in arrears equal to 5% to 25% of gross income based on the type of income.

Certain key terms of our franchise agreements for our hotels as of December 31, 2022 were as follows: Property Franchise Company Franchise/Royalty Fee Marketing/Program Fee Expiration Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington Promus Hotels, Inc. 4.0 % 4.0 % 2025 Homewood Suites by Hilton Minneapolis-Mall of America Promus Hotels, Inc. 4.0 % 4.0 % 2025 Homewood Suites by Hilton Nashville-Brentwood Promus Hotels, Inc. 4.0 % 4.0 % 2025 Homewood Suites by Hilton Hartford-Farmington Promus Hotels, Inc 4.0 % 4.0 % 2025 Homewood Suites by Hilton Orlando-Maitland Promus Hotels, Inc. 4.0 % 4.0 % 2025 Hampton Inn & Suites Houston-Medical Center Hampton Inns Franchise LLC 6.0 % 4.0 % 2035 Residence Inn Long Island Holtsville Marriott International, Inc. 5.5 % 2.5 % 2025 Residence Inn White Plains Marriott International, Inc. 5.5 % 2.5 % 2030 Residence Inn New Rochelle Marriott International, Inc. 5.5 % 2.5 % 2030 Residence Inn Garden Grove Marriott International, Inc. 5.0 % 2.5 % 2031 Homewood Suites by Hilton San Antonio River Walk Promus Hotels, Inc. 4.0 % 4.0 % 2026 Residence Inn Washington DC Marriott International, Inc. 5.5 % 2.5 % 2033 Residence Inn Tysons Corner Marriott International, Inc. 5.0 % 2.5 % 2031 Hampton Inn Portland Downtown Hampton Inns Franchise LLC 6.0 % 4.0 % 2032 Courtyard Houston Marriott International, Inc. 5.5 % 2.0 % 2030 Hyatt Place Pittsburgh North Shore Hyatt Hotels, LLC 5.0 % 3.5 % 2030 Hampton Inn Exeter Hampton Inns Franchise LLC 6.0 % 4.0 % 2031 Hilton Garden Inn Denver Tech Hilton Garden Inns Franchise LLC 5.5 % 4.3 % 2028 Residence Inn Bellevue Marriott International, Inc. 5.5 % 2.5 % 2033 SpringHill Suites Savannah Marriott International, Inc. 5.0 % 2.5 % 2033 Residence Inn Silicon Valley I Marriott International, Inc. 5.5 % 2.5 % 2029 Residence Inn Silicon Valley II Marriott International, Inc. 5.5 % 2.5 % 2029 Residence Inn San Mateo Marriott International, Inc. 5.5 % 2.5 % 2029 Residence Inn Mountain View Marriott International, Inc. 5.5 % 2.5 % 2029 Hyatt Place Cherry Creek Hyatt Hotels, LLC 5.0 % 3.5 % 2034 Courtyard Addison Marriott International, Inc. 5.5 % 2.0 % 2029 Residence Inn San Diego Gaslamp Marriott International, Inc. 6.0 % 2.5 % 2035 Hilton Garden Inn Marina del Rey Hilton Franchise Holding LLC 5.5 % 4.3 % 2030 Residence Inn Dedham Marriott International, Inc. 6.0 % 2.5 % 2030 Residence Inn Il Lugano Marriott International, Inc. 6.0 % 2.5 % 2045 Hilton Garden Inn Portsmouth Hilton Garden Inns Franchise LLC 5.5 % 4.0 % 2037 Courtyard Summerville Marriott International, Inc. 6.0 % 2.5 % 2037 Embassy Suites Springfield Hilton Franchise Holding LLC 5.5 % 4.0 % 2037 Residence Inn Summerville Marriott International, Inc. 6.0 % 2.5 % 2038 Courtyard Dallas Marriott International, Inc. 6.0 % 2.0 % 2038 Residence Inn Austin Northwest/The Domain Area Marriott International, Inc. 5.5% to 6.0% 2.5 % 2036 TownePlace Suites Austin Northwest/The Domain Area Marriott International, Inc. 3.0% to 5.5% 2.0 % 2041 Home2 Suites Woodland Hills Hilton Franchise Holding LLC 3.0% to 5.0% 3.0 % 2040 Hilton Garden Inn Destin Miramar Beach Hilton Franchise Holding LLC 5.5 % 4.0 % 2042 Franchise and marketing/program fees totaled approximately $23.7 million, $16.6 million and $11.6 million, respectively, for the years ended December 31, 2022, 2021 and 2020. 11 Operating Leases The Residence Inn San Diego Gaslamp hotel is subject to a ground lease with an expiration of January 31, 2065 and we have an extension option of up to three additional terms of ten years each.

Certain key terms of our franchise agreements for our hotels as of December 31, 2023 were as follows: Property Franchise Company Franchise/Royalty Fee Marketing/Program Fee Expiration Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington Promus Hotels, Inc. 4.0 % 4.0 % 2025 Homewood Suites by Hilton Minneapolis-Mall of America Promus Hotels, Inc. 4.0 % 4.0 % 2025 Homewood Suites by Hilton Nashville-Brentwood Promus Hotels, Inc. 4.0 % 4.0 % 2025 Homewood Suites by Hilton Hartford-Farmington Promus Hotels, Inc 4.0 % 4.0 % 2025 Homewood Suites by Hilton Orlando-Maitland Promus Hotels, Inc. 4.0 % 4.0 % 2025 Hampton Inn & Suites Houston-Medical Center Hampton Inns Franchise LLC 6.0 % 4.0 % 2035 Residence Inn Long Island Holtsville Marriott International, Inc. 5.5 % 2.5 % 2025 Residence Inn White Plains Marriott International, Inc. 5.5 % 2.5 % 2030 Residence Inn New Rochelle Marriott International, Inc. 5.5 % 2.5 % 2030 Residence Inn Garden Grove Marriott International, Inc. 5.0 % 2.5 % 2031 Homewood Suites by Hilton San Antonio River Walk Promus Hotels, Inc. 4.0 % 4.0 % 2026 Residence Inn Washington DC Marriott International, Inc. 5.5 % 2.5 % 2033 Residence Inn Tysons Corner Marriott International, Inc. 5.0 % 2.5 % 2031 Hampton Inn Portland Downtown Hampton Inns Franchise LLC 6.0 % 4.0 % 2032 Courtyard Houston Marriott International, Inc. 5.5 % 2.0 % 2030 Hyatt Place Pittsburgh North Shore Hyatt Hotels, LLC 5.0 % 3.5 % 2030 Hampton Inn Exeter Hampton Inns Franchise LLC 6.0 % 4.0 % 2031 Hilton Garden Inn Denver Tech Hilton Garden Inns Franchise LLC 5.5 % 4.3 % 2028 Residence Inn Bellevue Marriott International, Inc. 5.5 % 2.5 % 2033 SpringHill Suites Savannah Marriott International, Inc. 5.0 % 2.5 % 2033 Residence Inn Silicon Valley I Marriott International, Inc. 5.5 % 2.5 % 2029 Residence Inn Silicon Valley II Marriott International, Inc. 5.5 % 2.5 % 2029 Residence Inn San Mateo Marriott International, Inc. 5.5 % 2.5 % 2029 Residence Inn Mountain View Marriott International, Inc. 5.5 % 2.5 % 2029 Hyatt Place Cherry Creek Hyatt Hotels, LLC 5.0 % 3.5 % 2034 Courtyard Addison Marriott International, Inc. 5.5 % 2.0 % 2029 Residence Inn San Diego Gaslamp Marriott International, Inc. 6.0 % 2.5 % 2035 Hilton Garden Inn Marina del Rey Hilton Franchise Holding LLC 5.5 % 4.3 % 2030 Residence Inn Dedham Marriott International, Inc. 6.0 % 2.5 % 2030 Residence Inn Il Lugano Marriott International, Inc. 6.0 % 2.5 % 2045 Hilton Garden Inn Portsmouth Hilton Garden Inns Franchise LLC 5.5 % 4.0 % 2037 Courtyard Summerville Marriott International, Inc. 6.0 % 2.5 % 2037 Embassy Suites Springfield Hilton Franchise Holding LLC 5.5 % 4.0 % 2037 Residence Inn Summerville Marriott International, Inc. 6.0 % 2.5 % 2038 Courtyard Dallas Marriott International, Inc. 6.0 % 2.0 % 2038 Residence Inn Austin Northwest/The Domain Area Marriott International, Inc. 5.5% to 6.0% 2.5 % 2036 TownePlace Suites Austin Northwest/The Domain Area Marriott International, Inc. 3.0% to 5.5% 2.0 % 2041 Home2 Suites Woodland Hills Hilton Franchise Holding LLC 3.0% to 5.0% 3.0 % 2040 Hilton Garden Inn Destin Miramar Beach Hilton Franchise Holding LLC 5.5 % 4.0 % 2042 Franchise and marketing/program fees totaled approximately $24.9 million, $23.7 million and $16.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. 11 Operating Leases The Residence Inn San Diego Gaslamp hotel property is subject to a ground lease with an expiration of January 31, 2065 and we have an extension option of up to three additional terms of ten years each.

The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation. 9 As of December 31, 2022, certain key terms of our management agreements for our 39 hotels were as follows (dollars are not in thousands): Property Management Company Base Management Fee Monthly Accounting Fee Monthly Revenue Management Fee Incentive Management Fee Cap Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Minneapolis-Mall of America IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Nashville-Brentwood IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Hartford-Farmington IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Orlando-Maitland IHM 3.0 % $1,200 $1,000 1.0 % Hampton Inn & Suites Houston-Medical Center IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Long Island Holtsville IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn White Plains IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn New Rochelle IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Garden Grove IHM 3.0 % $1,500 $1,000 1.0 % Homewood Suites by Hilton San Antonio River Walk IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Washington DC IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Tysons Corner IHM 3.0 % $1,200 $1,000 1.0 % Hampton Inn Portland Downtown IHM 3.0 % $1,200 $1,000 1.0 % Courtyard Houston IHM 3.0 % $1,500 $1,000 1.0 % Hyatt Place Pittsburgh North Shore IHM 3.0 % $1,500 $1,000 1.0 % Hampton Inn Exeter IHM 3.0 % $1,200 $1,000 1.0 % Hilton Garden Inn Denver Tech IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Bellevue IHM 3.0 % $1,500 $1,000 1.0 % SpringHill Suites Savannah IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Silicon Valley I IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Silicon Valley II IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn San Mateo IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Mountain View IHM 3.0 % $1,200 $1,000 1.0 % Hyatt Place Cherry Creek IHM 3.0 % $1,500 $1,000 1.0 % Courtyard Addison IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn San Diego Gaslamp IHM 3.0 % $1,500 $1,000 1.0 % Hilton Garden Inn Marina del Rey IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Dedham IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Il Lugano IHM 3.0 % $1,500 $1,000 1.0 % Hilton Garden Inn Portsmouth IHM 3.0 % $1,500 $1,000 1.0 % Courtyard Summerville IHM 3.0 % $1,500 $1,000 1.0 % Embassy Suites Springfield IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Summerville IHM 3.0 % $1,500 $1,000 1.0 % Courtyard Dallas IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Austin Northwest/The Domain Area IHM 3.0 % $1,500 $1,000 1.0 % TownePlace Suites Austin Northwest/The Domain Area IHM 3.0 % $1,500 $1,000 1.0 % Home2 Suites Woodland Hills IHM 3.0 % $1,500 $1,000 1.0 % Hilton Garden Inn Destin Miramar Beach IHM 3.0 % $1,500 $1,000 1.0 % Management fees totaled approximately $10.1 million, $7.2 million and $5.3 million, respectively, for the years ended December 31, 2022, 2021 and 2020. 10 Hotel Franchise Agreements The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue.

The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation. 9 As of December 31, 2023, certain key terms of our management agreements for our 39 hotels were as follows (dollars are not in thousands): Property Management Company Base Management Fee Monthly Accounting Fee Monthly Revenue Management Fee Incentive Management Fee Cap Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Minneapolis-Mall of America IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Nashville-Brentwood IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Hartford-Farmington IHM 3.0 % $1,200 $1,000 1.0 % Homewood Suites by Hilton Orlando-Maitland IHM 3.0 % $1,200 $1,000 1.0 % Hampton Inn & Suites Houston-Medical Center IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Long Island Holtsville IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn White Plains IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn New Rochelle IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Garden Grove IHM 3.0 % $1,500 $1,000 1.0 % Homewood Suites by Hilton San Antonio River Walk IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Washington DC IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Tysons Corner IHM 3.0 % $1,200 $1,000 1.0 % Hampton Inn Portland Downtown IHM 3.0 % $1,200 $1,000 1.0 % Courtyard Houston IHM 3.0 % $1,500 $1,000 1.0 % Hyatt Place Pittsburgh North Shore IHM 3.0 % $1,500 $1,000 1.0 % Hampton Inn Exeter IHM 3.0 % $1,200 $1,000 1.0 % Hilton Garden Inn Denver Tech IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Bellevue IHM 3.0 % $1,500 $1,000 1.0 % SpringHill Suites Savannah IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Silicon Valley I IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Silicon Valley II IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn San Mateo IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Mountain View IHM 3.0 % $1,200 $1,000 1.0 % Hyatt Place Cherry Creek IHM 3.0 % $1,500 $1,000 1.0 % Courtyard Addison IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn San Diego Gaslamp IHM 3.0 % $1,500 $1,000 1.0 % Hilton Garden Inn Marina del Rey IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Dedham IHM 3.0 % $1,200 $1,000 1.0 % Residence Inn Il Lugano IHM 3.0 % $1,500 $1,000 1.0 % Hilton Garden Inn Portsmouth IHM 3.0 % $1,500 $1,000 1.0 % Courtyard Summerville IHM 3.0 % $1,500 $1,000 1.0 % Embassy Suites Springfield IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Summerville IHM 3.0 % $1,500 $1,000 1.0 % Courtyard Dallas IHM 3.0 % $1,500 $1,000 1.0 % Residence Inn Austin Northwest/The Domain Area IHM 3.0 % $1,500 $1,000 1.0 % TownePlace Suites Austin Northwest/The Domain Area IHM 3.0 % $1,500 $1,000 1.0 % Home2 Suites Woodland Hills IHM 3.0 % $1,500 $1,000 1.0 % Hilton Garden Inn Destin Miramar Beach IHM 3.0 % $1,500 $1,000 1.0 % Management fees totaled approximately $10.6 million, $10.1 million and $7.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. 10 Hotel Franchise Agreements The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue.

As of December 31, 2022, our hotels include upscale extended-stay hotels that operate under the Residence Inn by Marriott ® brand (sixteen hotels), the Homewood Suites by Hilton ® brand (six hotels), the Home2 Suites by Hilton ® brand (one hotel) and the TownePlace Suites by Marriott ® brand (one hotel), as well as premium-branded select-service hotels that operate under the Courtyard by Marriott ® brand (four hotels), the Hampton Inn or Hampton Inn and Suites by Hilton ® brand (three hotels), the Hilton Garden Inn by Hilton ® brand (four hotels), the SpringHill Suites by Marriott ® brand (one hotel), the Hyatt Place® brand (two hotels), and all-suite hotels that operate under the upper scale Embassy Suites ® brand (one hotel).

As of December 31, 2023, our hotels include upscale extended-stay hotels that operate under the Residence Inn by Marriott ® brand (sixteen hotels), the Homewood Suites by Hilton ® brand (six hotels), the Home2 Suites by Hilton ® brand (one hotel) and the TownePlace Suites by Marriott ® brand (one hotel), as well as premium-branded select-service hotels that operate under the Courtyard by Marriott ® brand (four hotels), the Hampton Inn or Hampton Inn and Suites by Hilton ® brand (three hotels), the Hilton Garden Inn by Hilton ® brand (four hotels), the SpringHill Suites by Marriott ® brand (one hotel), the Hyatt Place® brand (two hotels), and all-suite hotels that operate under the upper scale Embassy Suites ® brand (one hotel).

The Residence Inn New Rochelle hotel is subject to an air rights lease and a garage lease, each of which expires on December 1, 2104.

The Residence Inn New Rochelle hotel property is subject to an air rights lease and a garage lease, each of which expires on December 1, 2104.

We utilize independent management companies, including IHM, a hotel management company 100% owned by Mr. Fisher that as of December 31, 2022, managed all of our hotels.

We utilize independent management companies, including IHM, a hotel management company 100% owned by Mr. Fisher that as of December 31, 2023, managed all of our hotels.

Certain of the Company's executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP Units"), which are presented as non-controlling interests on our consolidated balance sheets. As of December 31, 2022, the Company owned 39 hotels with an aggregate of 5,914 rooms located in 16 states and the District of Columbia.

Certain of the Company's executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP Units"), which are presented as non-controlling interests on our consolidated balance sheets. As of December 31, 2023, the Company owned 39 hotels with an aggregate of 5,915 rooms located in 16 states and the District of Columbia.

The TRS Lessees have entered into management agreements with third-party management companies that provide day-to-day management for the hotels. As of December 31, 2022, Island Hospitality Management Inc. (“IHM”), which is 100% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all of the Company’s hotels.

The TRS Lessees have entered into management agreements with third-party management companies that provide day-to-day management for the hotels. As of December 31, 2023, Island Hospitality Management, LLC (“IHM”), which is 100% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all of the Company’s hotels.

In May 2022, we published our annual Corporate Responsibility Report which includes reporting with standards from the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD). The report is available on our website at www.chathamlodgingtrust.com.

In December 2023, we published our annual Corporate Responsibility Report which includes reporting with standards from the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD). The report is available on our website at www.chathamlodgingtrust.com.

The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Aggregate rent for 2022 under these leases amounted to approximately $31 thousand per quarter.

The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Aggregate rent for 2023 under these leases amounted to approximately $30 thousand per quarter.

Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel room revenue. The initial term of each of the TRS leases is 5 years. Lease revenue from each TRS Lessee is eliminated in consolidation.

Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel room revenue. Lease revenue from each TRS Lessee is eliminated in consolidation.

We have maintained a leverage ratio between the high 20s and the low 50s. A subsequent decrease in hotel property values will not necessarily cause us to repay debt to comply with this target. At December 31, 2022, our leverage ratio was approximately 26.6 percent, which decreased from 30.6 percent at December 31, 2021.

We have maintained a leverage ratio between the mid 20s and the low 50s. A subsequent decrease in hotel property values will not necessarily cause us to repay debt to comply with this target. At December 31, 2023, our leverage ratio was approximately 24.8 percent, which decreased from 26.6 percent at December 31, 2022.

Diversity, Equity and Inclusion The Company maintains a strong focus on achieving its objectives with respect to diversity, equity and inclusion. In August 2021, the Company increased racial and gender diversity in the composition of its board. 25.0% of Chatham's board members are female and 12.5% identify as members of an underrepresented group.

Diversity, Equity and Inclusion The Company maintains a strong focus on achieving its objectives with respect to diversity, equity and inclusion. In August 2021, the Company increased racial and gender diversity in the composition of its board. 28.6% of Chatham's board members are female and 14.3% identify as members of an underrepresented group.

Even if we qualify as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to federal income and excise taxes on our undistributed income. Additionally, any income earned by our TRS Lessees will be fully subject to federal, state and local corporate income tax.

The following table includes information regarding the Company's total minimum lease payments for which it is the lessee, as of December 31, 2022, for each of the next five calendar years and thereafter (in thousands): Total Future Lease Payments Amount 2023 $ 2,093 2024 2,115 2025 2,186 2026 1,894 2027 1,272 Thereafter 63,553 Total lease payments $ 73,113 12 Human Capital As of February 23, 2023, we had 17 employees.

The following table includes information regarding the Company's total minimum lease payments for which it is the lessee, as of December 31, 2023, for each of the next five calendar years and thereafter (in thousands): Total Future Lease Payments Amount 2024 $ 1,875 2025 1,940 2026 1,728 2027 1,272 2028 1,272 Thereafter 62,282 Total lease payments $ 70,369 12 Human Capital As of February 27, 2024, we had 17 employees.

The leases typically provide multi-year renewal options to extend the term as lessee at the Company's option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised.

Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised.

However, should we experience an unfavorable outcome in either of the matters, such outcome could have a material impact on our results of operations, financial position and cash flows. 8 Hotel Management Agreements The management agreements with IHM have an initial term of five years and will automatically renew for two successive five-year periods unless IHM provides written notice no later than 90 days prior to the then-current term's expiration date of their intent not to renew.

Additionally, any income earned by our TRS Lessees will be fully subject to federal, state and local corporate income tax. 8 Hotel Management Agreements The management agreements with IHM have an initial term of five years and will automatically renew for two successive five-year periods unless IHM provides written notice no later than 90 days prior to the then-current term's expiration date of their intent not to renew.

Removed

During the third quarter of 2018, we were notified that the tax return of our TRS was going to be examined by the Internal Revenue Service (the "IRS") for the tax year ended December 31, 2016.

Added

On June 1, 2023, the Company executed an amendment to the corporate office lease to vacate and surrender possession of 7,374 rentable square feet in exchange for an early termination payment of $0.1 million.

Removed

During the third quarter of 2021, we were also notified that various entities related to the Company are being examined by the State of New Hampshire for the tax years ended December 31, 2019 and 2018. Both examinations remain open.

Added

The partial termination of this lease required the Company to apply ASC 842 and remeasure the right of use asset and lease liability and recognize those adjustments in the consolidated statement of operations. The Company shares the space with related parties and is reimbursed for the pro-rata share of rentable space occupied by the related parties.

Removed

We believe we do not need to record a liability related to matters contained in the tax periods open to examination.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

10 edited+0 added−1 removed264 unchanged

2022 filing

2023 filing

Biggest changeIn that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. 25 Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate a hotel after it has been damaged or destroyed.

Biggest changeInflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate a hotel after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property.

In the event of a substantial loss, insurance coverage may not be sufficient to cover the full current market value or replacement cost of the lost investment.

In the event of a substantial loss, insurance coverage may not be sufficient to cover the full current market value or 25 replacement cost of the lost investment.

There may be conflicts of interest between us and affiliates owned by our Chief Executive Officer. Our Chief Executive Officer, Mr. Fisher, owned 100% of IHM, a hotel management company that, as of December 31, 2022, managed all of our hotels, and may manage additional hotels that we acquire or own (wholly or through a joint venture) in the future.

There may be conflicts of interest between us and affiliates owned by our Chief Executive Officer. Our Chief Executive Officer, Mr. Fisher, owned 100% of IHM, a hotel management company that, as of December 31, 2023, managed all of our hotels and may manage additional hotels that we acquire or own (wholly or through a joint venture) in the future.

Risks Related to the Lodging Industry • The lodging industry has experienced significant declines in the past and failure of the lodging industry to exhibit improvement may adversely affect our ability to execute our business strategy. • Our ability to make distributions to our shareholders may be affected by operating risks in the lodging industry. • Competition for acquisitions may reduce the number of properties we can acquire. • Competition for guests may lower our hotels' revenues and profitability. • The cyclical nature of the lodging industry may adversely affect the return on our investments. • Due to our concentration therein, a downturn in the lodging industry would adversely affect our business. • The ongoing need for capital expenditures at our hotel properties may adversely affect our business. 15 • The increasing use by consumers of Internet travel intermediaries and alternative lodging market places may adversely affect our profitability. • The need for business-related travel may be adversely affected by the use of business-related technology. • We and our hotel managers rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business. • Future terrorist attacks or changes in terror alert levels could adversely affect travel and hotel demand. • We may assume liabilities in connection with the acquisition of hotel properties, including unknown liabilities. • Uninsured and underinsured losses could adversely affect our operating results. • We face risks associated with natural disasters and the direct and indirect physical effects of climate change, which may include more frequent and more severe storms, hurricanes, flooding, droughts and wildfires, any of which could have a material adverse effect on our hotel properties, operations, cash flows and financing options. • Noncompliance with environmental laws and governmental regulations could adversely affect our business. • Compliance with the ADA and other changes in governmental rules and regulations could substantially increase our cost of doing business. • The outbreak of widespread contagious disease, such as COVID-19, could reduce travel.

Risks Related to the Lodging Industry • The lodging industry has experienced significant declines in the past and failure of the lodging industry to exhibit improvement may adversely affect our ability to execute our business strategy. • Our ability to make distributions to our shareholders may be affected by operating risks in the lodging industry. • Competition for acquisitions may reduce the number of properties we can acquire. • Competition for guests may lower our hotels' revenues and profitability. • The cyclical nature of the lodging industry may adversely affect the return on our investments. • Due to our concentration therein, a downturn in the lodging industry would adversely affect our business. • The ongoing need for capital expenditures at our hotel properties may adversely affect our business. 15 • The increasing use by consumers of Internet travel intermediaries and alternative lodging market places may adversely affect our profitability. • The need for business-related travel may be adversely affected by the use of business-related technology. • Risks related to information technology. • Future terrorist attacks or changes in terror alert levels could adversely affect travel and hotel demand. • We may assume liabilities in connection with the acquisition of hotel properties, including unknown liabilities. • Uninsured and underinsured losses could adversely affect our operating results. • We face risks associated with natural disasters and the direct and indirect physical effects of climate change, which may include more frequent and more severe storms, hurricanes, flooding, droughts and wildfires, any of which could have a material adverse effect on our hotel properties, operations, cash flows and financing options. • Noncompliance with environmental laws and governmental regulations could adversely affect our business. • Compliance with the ADA and other changes in governmental rules and regulations could substantially increase our cost of doing business. • The outbreak of widespread contagious disease, such as COVID-19, could reduce travel.

See "There may be conflicts of interest between us and affiliates owned by our Chief Executive Officer" below. 17 The management of the hotels in our portfolio is currently concentrated in one hotel management company. As of December 31, 2022, IHM managed all 39 of our hotels.

Fisher, our Chairman and Chief Executive Officer, controls IHM, a hotel management company that, as of December 31, 2022, managed all of our hotels, and may manage additional hotels that we acquire in the future.

Fisher, our Chairman and Chief Executive Officer, controls IHM, a hotel management company that, as of December 31, 2023, managed all of our hotels and may manage additional hotels that we acquire in the future.

The global COVID-19 pandemic caused by a novel coronavirus has had a severe and negative impact on both the U.S. economy and the global economy. Financial markets have continued to experience significant volatility as a result of the COVID-19 pandemic.

The COVID-19 pandemic has had a severe and negative impact on both the U.S. economy and the global economy. Financial markets have experienced significant volatility as a result of the COVID-19 pandemic.

Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we invested in a hotel property, as well as the anticipated future revenue from that particular hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

Previous terrorist attacks and subsequent terrorist alerts have adversely affected the U.S. travel and hospitality industries, often disproportionately to the effect on the overall economy.

Future terrorist attacks or changes in terror alert levels could adversely affect travel and hotel demand. Previous terrorist attacks and subsequent terrorist alerts have adversely affected the U.S. travel and hospitality industries, often disproportionately to the effect on the overall economy.

We are not aware of any cyber incidents that we believe to be material or that could have a material adverse effect on our business, financial condition and results of operations. Future terrorist attacks or changes in terror alert levels could adversely affect travel and hotel demand.

We are not aware of any cyber incidents that we believe to be material or that could have a material adverse effect on our business, financial condition and results of operations. For more information regarding cybersecurity risk and our management of it, see Part I, Item 1C of this Annual Report on Form 10-K.

Removed

Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties The following table sets forth certain operating information for our hotels as of December 31, 2022: Property Location Date of Acquisition Year Opened Number of Rooms Purchase Price Purchase Price per Room Mortgage Debt Balance Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington Billerica, Massachusetts 4/23/2010 1999 147 $ 12.5 million $ 85,714 $ 14.8 million Homewood Suites by Hilton Minneapolis-Mall of America Bloomington, Minnesota 4/23/2010 1998 144 $ 18.0 million $ 125,000 — Homewood Suites by Hilton Nashville-Brentwood Brentwood, Tennessee 4/23/2010 1998 121 $ 11.3 million $ 93,388 — Homewood Suites by Hilton Hartford-Farmington Farmington, Connecticut 4/23/2010 1999 121 $ 11.5 million $ 95,041 — Homewood Suites by Hilton Orlando-Maitland Maitland, Florida 4/23/2010 2000 143 $ 9.5 million $ 66,433 — Hampton Inn & Suites Houston-Medical Center Houston, Texas 7/2/2010 1997 120 $ 16.5 million $ 137,500 $ 16.7 million Residence Inn Long Island Holtsville Holtsville, New York 8/3/2010 2004 124 $ 21.3 million $ 171,774 — Residence Inn White Plains White Plains, New York 9/23/2010 1982 135 $ 21.2 million $ 159,398 — Residence Inn New Rochelle New Rochelle, New York 10/5/2010 2000 127 $ 21.0 million $ 169,355 — Residence Inn Garden Grove Garden Grove, California 7/14/2011 2003 200 $ 43.6 million $ 218,000 $ 30.2 million Homewood Suites by Hilton San Antonio River Walk San Antonio, Texas 7/14/2011 1996 146 $ 32.5 million $ 222,603 $ 14.4 million Residence Inn Washington DC Washington, DC 7/14/2011 1974 104 $ 29.4 million $ 280,000 — Residence Inn Tysons Corner Vienna, Virginia 7/14/2011 2001 121 $ 37.0 million $ 305,785 $ 19.7 million Hampton Inn Portland Downtown Portland, Maine 12/27/2012 2011 125 $ 28.0 million $ 229,508 — Courtyard Houston Houston, Texas 2/5/2013 2010 197 $ 34.8 million $ 176,395 $ 16.2 million Hyatt Place Pittsburgh North Shore Pittsburgh, Pennsylvania 6/17/2013 2010 178 $ 40.0 million $ 224,719 $ 20.0 million Hampton Inn Exeter Exeter, New Hampshire 8/9/2013 2010 111 $ 15.2 million $ 136,937 — Hilton Garden Inn Denver Tech Denver, Colorado 9/26/2013 1999 180 $ 27.9 million $ 155,000 — Residence Inn Bellevue Bellevue, Washington 10/31/2013 2008 231 $ 71.8 million $ 316,883 $ 41.1 million Springhill Suites Savannah Savannah, Georgia 12/5/2013 2009 160 $ 39.8 million $ 248,438 $ 28.4 million Residence Inn Silicon Valley I Sunnyvale, CA 6/9/2014 1983 231 $ 92.8 million $ 401,776 $ 61.3 million Residence Inn Silicon Valley II Sunnyvale, CA 6/9/2014 1985 248 $ 102.0 million $ 411,103 $ 66.9 million Residence Inn San Mateo San Mateo, CA 6/9/2014 1985 160 $ 72.7 million $ 454,097 $ 46.0 million Residence Inn Mountain View Mountain View, CA 6/9/2014 1985 144 $ 56.4 million $ 503,869 $ 35.8 million Hyatt Place Cherry Creek Glendale, CO 8/29/2014 1987 199 $ 32.0 million $ 164,948 — Courtyard Addison Addison, TX 11/17/2014 2000 176 $ 24.1 million $ 137,178 — Residence Inn San Diego Gaslamp San Diego, CA 2/25/2015 2009 240 $ 90.0 million $ 375,000 — Residence Inn Dedham Dedham, MA 7/17/2015 2008 81 $ 22.0 million $ 271,605 — Residence Inn Il Lugano Fort Lauderdale, FL 8/17/2015 2013 105 $ 33.5 million $ 319,048 — Hilton Garden Inn Marina del Rey Marina del Rey, CA 9/17/2015 1998 136 $ 45.1 million $ 336,194 $ 19.5 million Home2 Suites Woodland Hills Woodland Hills, CA 8/29/2017 2022 170 $ 70.9 million $ 418,107 $ 39.3 million Hilton Garden Inn Portsmouth Portsmouth, NH 9/20/2017 2006 131 $ 43.5 million $ 332,061 — Summerville Courtyard Summerville, SC 11/15/2017 2014 96 $ 20.2 million $ 210,417 — Embassy Suites Springfield Springfield, VA 12/6/2017 2013 219 $ 68.0 million $ 310,502 — Summerville Residence Inn Summerville, SC 8/27/2018 2018 96 $ 20.8 million $ 216,667 — Dallas DT Courtyard Dallas, TX 12/5/2018 2018 167 $ 49.0 million $ 293,413 — Residence Inn Austin Northwest/The Domain Area Austin, TX 8/3/2021 2016 132 $ 37.0 million $ 280,000 — TownePlace Suites Austin Northwest/The Domain Area Austin, TX 8/3/2021 2021 137 $ 34.3 million $ 250,000 — Hilton Garden Inn Destin Miramar Beach Miramar Beach, FL 3/8/2022 2020 111 $ 31.0 million $ 279,000 — Total 5,914 $ 1,488.1 million $ 251,623 $ 470.3 million We lease our headquarters at 222 Lakeview Avenue, Suite 200, West Palm Beach, FL 33401.

Biggest changeProperties The following table sets forth certain operating information for our hotels as of December 31, 2023: Property Location Date of Acquisition Year Opened Number of Rooms Purchase Price Purchase Price per Room Mortgage Debt Balance Homewood Suites by Hilton Boston-Billerica/ Bedford/ Burlington Billerica, Massachusetts 4/23/2010 1999 147 $ 12.5 million $ 85,714 $ 14.5 million Homewood Suites by Hilton Minneapolis-Mall of America Bloomington, Minnesota 4/23/2010 1998 144 $ 18.0 million $ 125,000 — Homewood Suites by Hilton Nashville-Brentwood Brentwood, Tennessee 4/23/2010 1998 121 $ 11.3 million $ 93,388 — Homewood Suites by Hilton Hartford-Farmington Farmington, Connecticut 4/23/2010 1999 121 $ 11.5 million $ 95,041 — Homewood Suites by Hilton Orlando-Maitland Maitland, Florida 4/23/2010 2000 143 $ 9.5 million $ 66,433 — Hampton Inn & Suites Houston-Medical Center Houston, Texas 7/2/2010 1997 120 $ 16.5 million $ 137,500 $ 16.3 million Residence Inn Long Island Holtsville Holtsville, New York 8/3/2010 2004 124 $ 21.3 million $ 171,774 — Residence Inn White Plains White Plains, New York 9/23/2010 1982 136 $ 21.2 million $ 159,398 — Residence Inn New Rochelle New Rochelle, New York 10/5/2010 2000 127 $ 21.0 million $ 169,355 — Residence Inn Garden Grove Garden Grove, California 7/14/2011 2003 200 $ 43.6 million $ 218,000 $ 29.5 million Homewood Suites by Hilton San Antonio River Walk San Antonio, Texas 7/14/2011 1996 146 $ 32.5 million $ 222,603 — Residence Inn Washington DC Washington, DC 7/14/2011 1974 104 $ 29.4 million $ 280,000 — Residence Inn Tysons Corner Vienna, Virginia 7/14/2011 2001 121 $ 37.0 million $ 305,785 — Hampton Inn Portland Downtown Portland, Maine 12/27/2012 2011 125 $ 28.0 million $ 229,508 — Courtyard Houston Houston, Texas 2/5/2013 2010 197 $ 34.8 million $ 176,395 — Hyatt Place Pittsburgh North Shore Pittsburgh, Pennsylvania 6/17/2013 2010 178 $ 40.0 million $ 224,719 — Hampton Inn Exeter Exeter, New Hampshire 8/9/2013 2010 111 $ 15.2 million $ 136,937 — Hilton Garden Inn Denver Tech Denver, Colorado 9/26/2013 1999 180 $ 27.9 million $ 155,000 — Residence Inn Bellevue Bellevue, Washington 10/31/2013 2008 231 $ 71.8 million $ 316,883 — Springhill Suites Savannah Savannah, Georgia 12/5/2013 2009 160 $ 39.8 million $ 248,438 $ 27.8 million Residence Inn Silicon Valley I Sunnyvale, CA 6/9/2014 1983 231 $ 92.8 million $ 401,776 $ 60.1 million Residence Inn Silicon Valley II Sunnyvale, CA 6/9/2014 1985 248 $ 102.0 million $ 411,103 $ 65.6 million Residence Inn San Mateo San Mateo, CA 6/9/2014 1985 160 $ 72.7 million $ 454,097 $ 45.1 million Residence Inn Mountain View Mountain View, CA 6/9/2014 1985 144 $ 56.4 million $ 503,869 $ 35.2 million Hyatt Place Cherry Creek Glendale, CO 8/29/2014 1987 199 $ 32.0 million $ 164,948 — Courtyard Addison Addison, TX 11/17/2014 2000 176 $ 24.1 million $ 137,178 — Residence Inn San Diego Gaslamp San Diego, CA 2/25/2015 2009 240 $ 90.0 million $ 375,000 — Residence Inn Dedham Dedham, MA 7/17/2015 2008 81 $ 22.0 million $ 271,605 — Residence Inn Il Lugano Fort Lauderdale, FL 8/17/2015 2013 105 $ 33.5 million $ 319,048 — Hilton Garden Inn Marina del Rey Marina del Rey, CA 9/17/2015 1998 136 $ 45.1 million $ 336,194 $ 19.0 million Home2 Suites Woodland Hills Woodland Hills, CA 8/29/2017 2022 170 $ 70.9 million $ 418,107 — Hilton Garden Inn Portsmouth Portsmouth, NH 9/20/2017 2006 131 $ 43.5 million $ 332,061 — Summerville Courtyard Summerville, SC 11/15/2017 2014 96 $ 20.2 million $ 210,417 $ 9.0 million Embassy Suites Springfield Springfield, VA 12/6/2017 2013 219 $ 68.0 million $ 310,502 — Summerville Residence Inn Summerville, SC 8/27/2018 2018 96 $ 20.8 million $ 216,667 $ 9.5 million Dallas DT Courtyard Dallas, TX 12/5/2018 2018 167 $ 49.0 million $ 293,413 $ 24.5 million Residence Inn Austin Northwest/The Domain Area Austin, TX 8/3/2021 2016 132 $ 37.0 million $ 280,000 $ 20.9 million TownePlace Suites Austin Northwest/The Domain Area Austin, TX 8/3/2021 2021 137 $ 34.3 million $ 250,000 $ 19.1 million Hilton Garden Inn Destin Miramar Beach Miramar Beach, FL 3/8/2022 2020 111 $ 31.0 million $ 279,000 — Total 5,915 $ 1,488.1 million $ 251,581 $ 396.1 million We lease our headquarters at 222 Lakeview Avenue, Suite 200, West Palm Beach, FL 33401.

The Residence Inn San Diego Gaslamp hotel is subject to a ground lease with an expiration of 36 January 31, 2065. The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration of December 31, 2067. For more information on the leases to which we or our hotels are subject, see "Item 1.

The Residence Inn San Diego Gaslamp hotel is subject to a ground lease with an expiration of 37 January 31, 2065. The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration of December 31, 2067. For more information on the leases to which we or our hotels are subject, see "Item 1.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRefer to Note 14 “Commitments and Contingencies” of the notes to consolidated financial statements for discussion of all litigation matters, which is incorporated by reference herein and is considered an integral part of Part I, Item 3 “Legal Proceedings”. Item 4. Mine Safety Disclosures Not applicable. 37 Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeValue of initial investment at December 31, 2017 2018 2019 2020 2021 2022 Chatham Lodging Trust $ 100.00 $ 82.95 $ 92.31 $ 55.14 $ 70.05 $ 63.00 Russell 2000 $ 100.00 $ 87.14 $ 106.65 $ 111.59 $ 143.14 $ 122.41 FTSE Nareit All Equity REITs $ 100.00 $ 95.90 $ 122.82 $ 115.62 $ 161.73 $ 121.13 FTSE Nareit Lodging $ 100.00 $ 87.18 $ 100.82 $ 77.03 $ 91.07 $ 77.13 38 Distribution Information In order to maintain our qualification as a REIT, we must make distributions to our shareholders each year in an amount equal to at least: • 90% of our REIT taxable income determined without regard to the dividends paid deduction and excluding net capital gains; plus • 90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code; minus • any excess non-cash income (as defined in the Code).

Biggest changeValue of initial investment at December 31, 2018 2019 2020 2021 2022 2023 Chatham Lodging Trust $ 100.00 $ 111.28 $ 66.47 $ 84.44 $ 75.95 $ 68.24 Russell 2000 $ 100.00 $ 125.52 $ 150.58 $ 172.90 $ 137.56 $ 160.85 FTSE Nareit All Equity REITs $ 100.00 $ 128.07 $ 120.56 $ 168.64 $ 126.30 $ 140.81 FTSE Nareit Lodging $ 100.00 $ 115.65 $ 88.36 $ 104.46 $ 88.47 $ 109.63 39 Distribution Information In order to maintain our qualification as a REIT, we must make distributions to our shareholders each year in an amount equal to at least: • 90% of our REIT taxable income determined without regard to the dividends paid deduction and excluding net capital gains; plus • 90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code; minus • any excess non-cash income (as defined in the Code).

Sale of Unregistered Securities None. 39 Issuer Purchases of Equity Securities We do not currently have a repurchase plan or program in place. However, we do provide employees, who have been issued restricted common shares, the option of forfeiting shares to us to satisfy the minimum statutory tax withholding requirements on the date their shares vest.

Sale of Unregistered Securities None. 40 Issuer Purchases of Equity Securities We do not currently have a repurchase plan or program in place. However, we do provide employees, who have been issued restricted common shares, the option of forfeiting shares to us to satisfy the minimum statutory tax withholding requirements on the date their shares vest.

The total return values were calculated assuming a $100 investment on December 31, 2017 with reinvestment of all dividends in (i) our common shares, (ii) the Russell 2000, (iii) the FTSE Nareit All Equity REITs and (iv) the FTSE Nareit Lodging. The total return values include any dividends paid during the period.

The total return values were calculated assuming a $100 investment on December 31, 2018 with reinvestment of all dividends in (i) our common shares, (ii) the Russell 2000, (iii) the FTSE Nareit All Equity REITs and (iv) the FTSE Nareit Lodging. The total return values include any dividends paid during the period.

The following table sets forth information regarding the income tax characterization of regular distributions by the Company on its shares for the years ended December 31, 2022 and 2021, respectively: 2022 2021 Common shares: Ordinary income $ 0.07 100.0 % $ — — % Return of capital — — % — — % Total $ 0.07 100.0 % $ — — % Series A preferred shares: Ordinary income $ 1.65624 100.0 % $ 0.89713 100.0 % Return of capital — — % — — % Total $ 1.65624 100.0 % $ 0.89713 100.0 % Equity Compensation Plan Information The following table provides information, as of December 31, 2022, relating to our Equity Incentive Plan pursuant to which grants of common share options, share awards, share appreciation rights, performance units, LTIP units and other equity-based awards options may be granted from time to time.

The following table sets forth information regarding the income tax characterization of regular distributions by the Company on its shares for the years ended December 31, 2023 and 2022, respectively: 2023 2022 Common shares: Ordinary income $ 0.28 100.0 % $ 0.07 100.0 % Return of capital — — % — — % Total $ 0.28 100.0 % $ 0.07 100.0 % Series A preferred shares: Ordinary income $ 1.65624 100.0 % $ 1.65624 100.0 % Return of capital — — % — — % Total $ 1.65624 100.0 % $ 1.65624 100.0 % Equity Compensation Plan Information The following table provides information, as of December 31, 2023, relating to our Equity Incentive Plan pursuant to which grants of common share options, share awards, share appreciation rights, performance units, LTIP units and other equity-based awards options may be granted from time to time.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans Equity compensation plans approved by security holders¹ — — 1,765,149 Equity compensation plans not approved by security holders — — — Total — — 1,765,149 ¹ Our Equity Incentive Plan was approved by our company's sole trustee and our company's sole shareholder prior to completion of our IPO.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans Equity compensation plans approved by security holders¹ — — 1,252,326 Equity compensation plans not approved by security holders — — — Total — — 1,252,326 ¹ Our Equity Incentive Plan was approved by our company's sole trustee and our company's sole shareholder prior to completion of our IPO.

The below graph provides a comparison of the five-year cumulative total return on our common shares from December 31, 2017 to the NYSE closing price per share on December 31, 2022 with the cumulative total return on the Russell 2000 Index (the “Russell 2000”), the FTSE Nareit All Equity REITs Index (the “FTSE Nareit All Equity REITs”) and the FTSE Nareit Lodging/Resorts Index (the “FTSE Nareit Lodging”).

The below graph provides a comparison of the five-year cumulative total return on our common shares from December 31, 2018 to the NYSE closing price per share on December 31, 2023 with the cumulative total return on the Russell 2000 Index (the “Russell 2000”), the FTSE Nareit All Equity REITs Index (the “FTSE Nareit All Equity REITs”) and the FTSE Nareit Lodging/Resorts Index (the “FTSE Nareit Lodging”).

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares began trading on the NYSE, on April 16, 2010 under the symbol "CLDT". Shareholder Information On December 31, 2022, there were 282 registered holders of record of our common shares.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common shares began trading on the NYSE, on April 16, 2010 under the symbol "CLDT". Shareholder Information On December 31, 2023, there were 271 registered holders of record of our common shares.

Once shares are forfeited, they are not eligible to be reissued. There were no common shares forfeited in the years ended December 31, 2022 and 2021, respectively, related to such repurchases. Item 6. [Reserved] 40

Once shares are forfeited, they are not eligible to be reissued. There were no common shares forfeited in the years ended December 31, 2023 and 2022, respectively, related to such repurchases. Item 6. [Reserved] 41

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeHotel Operating Expenses Hotel operating expenses consisted of the following for the periods indicated (dollars in thousands): For the year ended December 31, 2022 December 31, 2021 % Change Hotel operating expenses: Room $ 56,073 $ 40,396 38.8 % Food and beverage expense 5,520 2,404 129.6 % Telephone expense 1,449 1,502 (3.5) % Other expense 3,488 2,299 51.7 % General and administrative 26,085 20,424 27.7 % Franchise and marketing fees 23,674 16,560 43.0 % Advertising and promotions 5,397 3,721 45.0 % Utilities 12,048 10,255 17.5 % Repairs and maintenance 14,145 11,784 20.0 % Management fees 10,133 7,156 41.6 % Insurance 2,746 2,792 (1.6) % Total hotel operating expenses $ 160,758 $ 119,293 34.8 % Hotel operating expenses increased $41.5 million, or 34.8%, to $160.8 million for the year ended December 31, 2022 from $119.3 million for the year ended December 31, 2021.

Biggest changeFor the year ended December 31, 2023 December 31, 2022 % Change Same Property (39 hotels) Actual (39 hotels) Same Property (39 hotels) Actual (43 hotels) Same Property (39 hotels) Actual (39/43 hotels) Occupancy 74.3 % 74.3 % 71.9 % 71.5 % 3.3 % 3.9 % ADR $ 177.60 $ 177.60 $ 173.01 $ 171.77 2.7 % 3.4 % RevPAR $ 132.01 $ 132.01 $ 124.43 $ 122.81 6.1 % 7.5 % Same property RevPAR increased 6.1% due to an increase in occupancy of 3.3% and an increase in ADR of 2.7%. 44 Hotel Operating Expenses Hotel operating expenses consisted of the following for the periods indicated (dollars in thousands): For the year ended December 31, 2023 December 31, 2022 % Change Hotel operating expenses: Room $ 61,794 $ 56,073 10.2 % Food and beverage expense 6,352 5,520 15.1 % Telephone expense 1,439 1,449 (0.7) % Other expense 3,712 3,488 6.4 % General and administrative 28,884 26,085 10.7 % Franchise and marketing fees 24,897 23,674 5.2 % Advertising and promotions 6,085 5,397 12.7 % Utilities 13,007 12,048 8.0 % Repairs and maintenance 15,837 14,145 12.0 % Management fees paid to related parties 10,557 10,133 4.2 % Insurance 2,822 2,746 2.8 % Total hotel operating expenses $ 175,386 $ 160,758 9.1 % Hotel operating expenses increased $14.6 million, or 9.1%, to $175.4 million for the year ended December 31, 2023 from $160.8 million for the year ended December 31, 2022.

Our revolving credit facility and delayed-draw term loan contain representations, warranties, covenants, terms and conditions customary for credit facilities of this type, including a maximum leverage ratio, a minimum fixed charge coverage ratio and minimum net worth financial covenants, limitations on (i) liens, (ii) incurrence of debt, (iii) investments, (iv) distributions, and (v) mergers and asset dispositions, covenants to preserve corporate existence and comply with laws, covenants on the use of proceeds of the revolving credit facility and default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults and guarantor defaults.

Our revolving credit facility and unsecured delayed-draw term loan contain representations, warranties, covenants, terms and conditions customary for credit facilities of this type, including a maximum leverage ratio, a minimum fixed charge coverage ratio and minimum net worth financial covenants, limitations on (i) liens, (ii) incurrence of debt, (iii) investments, (iv) distributions, and (v) mergers and asset dispositions, covenants to preserve corporate existence and comply with laws, covenants on the use of proceeds of the revolving credit facility and default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults and guarantor defaults.

Pricing on the new facilities is based on SOFR plus a spread of 1.50% to 2.25% for the revolving credit facility and a spread of 1.45% to 2.20% for the delayed draw term loan facility based on the Company's leverage and a credit spread adjustment of 0.10%.

Pricing on the new facilities is based on SOFR plus a spread of 1.50% to 2.25% for the revolving credit facility and a spread of 1.45% to 2.20% for the unsecured delayed-draw term loan facility based on the Company's leverage, and a credit spread adjustment of 0.10%.

We believe that Adjusted EBITDA provides useful supplemental information to investors regarding our ongoing operating 48 performance that, when considered with net income, EBITDA and EBITDA re , is beneficial to an investor's understanding of our performance.

We believe that Adjusted EBITDA provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income, EBITDA and EBITDA re , is beneficial to an investor's understanding of our performance.

The TRS Lessees have entered into management agreements with third-party management companies that provide day-to-day management for the hotels. As of December 31, 2023, Island Hospitality Management Inc. (“IHM”), which is 100% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all of the Company’s hotels.

Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities act as sales agents under the ATM Program. The Company did not issue any shares under the ATM Program during the year ended December 31, 2022.

We expect to meet our long-term liquidity requirements, such as hotel property acquisitions and debt maturities or repayments through borrowings under our revolving credit facility and delayed-draw term loan, additional long-term secured and unsecured borrowings, the issuance of additional equity or debt securities or the possible sale of existing assets.

We expect to meet our long-term liquidity requirements, such as hotel property acquisitions and debt maturities or repayments through borrowings under our revolving credit facility and unsecured term loan, additional long-term secured and unsecured borrowings, the issuance of additional equity or debt securities or the possible sale of existing assets.

We were in compliance with all financial covenants at December 31, 2022. Our mortgage debt agreements contain “cash trap” provisions that are triggered when the hotel’s operating results fall below a certain debt service coverage ratio or debt yield.

We were in compliance with all financial covenants at December 31, 2023. Our mortgage debt agreements contain “cash trap” provisions that are triggered when the hotel’s operating results fall below a certain debt service coverage ratio or debt yield.

See “Non-GAAP Financial Measures” for further discussion of FFO, Adjusted FFO, EBITDA, EBITDA re , Adjusted EBITDA and Adjusted Hotel EBITDA. Results of Operations Comparison of the year ended December 31, 2022 to the year ended December 31, 2021 The section below provides a comparative discussion of our consolidated results of operations between fiscal year 2022 and 2021.

See “Non-GAAP Financial Measures” for further discussion of FFO, Adjusted FFO, EBITDA, EBITDA re , Adjusted EBITDA and Adjusted Hotel EBITDA. Results of Operations Comparison of the year ended December 31, 2023 to the year ended December 31, 2022 The section below provides a comparative discussion of our consolidated results of operations between fiscal year 2023 and 2022.

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for comparative a discussion of our consolidated results of operations between fiscal 2021 and fiscal 2020.

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for comparative a discussion of our consolidated results of operations between fiscal 2022 and fiscal 2021.

For the year ended December 31, 2022, net cash flows provided by investing activities of $30.0 million consisted of $79.6 million in net proceeds related to the sale of four hotel properties, $0.4 million of deferred key money received for the development of the Home2 Woodland Hills, partially offset by $31.0 million related to the acquisition of the HGI Destin hotel, $15.7 million related to capital improvements on our 39 hotels, and $3.3 million related to the 52 development of the Home2 Woodland Hills.

For the year ended December 31, 2022, net cash flows provided by investing activities of $30.0 million consisted of $79.6 million in net proceeds related to the sale of four hotel properties, $0.4 million of deferred key money received for the development of the Home2 Woodland Hills, partially offset by 52 $31.0 million related to the acquisition of the HGI Destin hotel property, $15.7 million related to capital improvements on our hotels during the year, and $3.3 million of capital expenditures related to the development of the Home2 Woodland Hills.

We believe that our existing cash balances and availability under our revolving credit facility and delayed-draw term loan will be adequate to fund operating obligations, pay interest on any borrowings and fund dividends in accordance with the requirements for qualification as a REIT under the Code.

We believe that our existing cash balances and availability under our revolving credit facility and unsecured term loan will be adequate to fund operating obligations, pay interest on any borrowings and fund dividends in accordance with the requirements for qualification as a REIT under the Code.

For the year ended December 31, 2021, the Company incurred an impairment loss on one hotel property (See Note 5). For the year ended December 31, 2020, there were no impairment losses.

For the year ended December 31, 2022, there were no impairment losses. For the year ended December 31, 2021, the Company incurred an impairment loss on one hotel property (See Note 5).

Since all of our hotels are select-service or limited-service hotels, room revenue is the primary revenue source as these hotels do not have significant food and beverage revenue or large group conference facilities. Room revenue comprised 92.3% and 91.9%, respectively, of total revenue for the years ended December 31, 2022 and 2021.

Since all of our hotels are select-service or limited-service hotels, room revenue is the primary revenue source as these hotels do not have significant food and beverage revenue or large group conference facilities. Room revenue comprised 91.6% and 92.3% of total revenue for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2022, the Company owned 39 hotels with an aggregate of 5,914 rooms located in 16 states and the District of Columbia. Prior to September 23, 2021, the Company held a 10.0% noncontrolling interest in a joint venture (the "Inland JV") with affiliates of Colony Capital, Inc.

As of December 31, 2023, the Company owned 39 hotels with an aggregate of 5,915 rooms located in 16 states and the District of Columbia. Prior to September 23, 2021, the Company held a 10.0% noncontrolling interest in a joint venture (the "Inland JV") with affiliates of Colony Capital, Inc.

The increase in food and beverage revenue was related primarily to an increase in occupancies at our hotels due to the recovery from the COVID-19 pandemic. Other revenue, comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue, increased $2.6 million for the year ended December 31, 2022.

The increase in food and beverage revenue primarily was related to an increase in occupancies at our hotels due to the continued recovery from the COVID-19 pandemic. Other revenue, comprised of parking, meeting room, gift shop, in-room movie and other ancillary amenities revenue, increased $2.7 million for the year ended December 31, 2023.

As of December 31, 2022, there was approximately $77.5 million in common shares available for issuance under the ATM Program. We expect to meet our short-term liquidity requirements generally through existing cash balances and availability under our revolving credit facility and delayed-draw term loan.

As of December 31, 2023, there was approximately $77.5 million in common shares available for issuance under the ATM Program. We expect to meet our short-term liquidity requirements generally through existing cash balances and availability under our revolving credit facility and unsecured term loan.

Same property Occupancy, ADR, and RevPAR results for the 38 hotels wholly owned by the Company as of December 31, 2022 that have been in operation for a full year regardless of our ownership during the period presented, which is a non-GAAP financial measure.

Same property Occupancy, ADR, and RevPAR reflect results for the hotels owned by the Company as of December 31, 2023 that have been in operation for a full year regardless of our ownership during the period presented, which is a non-GAAP financial measure.

At December 31, 2022, our leverage ratio was approximately 26.6%, which decreased from 30.6% at December 31, 2021 based on the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost.

At December 31, 2023, our leverage ratio was approximately 24.8%, which decreased from 26.6% at December 31, 2022 based on the ratio of our net debt (total debt outstanding before deferred financing costs less unrestricted cash and cash equivalents) to hotel investments at cost.

We declared total dividends of $0.07 and $0.07 per common share and LTIP unit for the year ended December 31, 2022 and $0 and $0 per common share and LTIP unit for the year ended December 31, 2021, respectively.

We declared total dividends of $0.28 and $0.28 per common share and LTIP unit, respectively, for the year ended December 31, 2023 and $0.07 and $0.07 per common share and LTIP unit, respectively, for the year ended December 31, 2022.

Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. The initial term of each of the TRS leases is 5 years. Lease revenue from each TRS Lessee is eliminated in consolidation.

Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. Lease revenue from each TRS Lessee is eliminated in consolidation.

We had no material off-balance sheet arrangements at December 31, 2022. Sources and Uses of Cash Our principal sources of cash include net cash from operations, availability under our revolving credit facility and delayed-draw term loan, proceeds from debt and equity issuances, and proceeds from the sale of hotel properties.

We had no material off-balance sheet arrangements at December 31, 2023. Sources and Uses of Cash Our principal sources of cash include net cash from operations, availability under our revolving credit facility, proceeds from debt and equity issuances, and proceeds from the sale of hotel properties.

We declared total dividends of $1.65624 and $0.89713 per Series A preferred share for the years ended December 31, 2022 and 2021, respectively.

We declared total dividends of $1.65624 and $1.65624 per Series A preferred share for the years ended December 31, 2023 and 2022, respectively.

The increase in other operating revenue was related primarily to an increase in occupancies at our hotels due to the recovery from the COVID-19 pandemic. Reimbursed costs from unconsolidated entities were $1.3 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively.

The increase in other operating revenue primarily was related to an increase in occupancies at our hotels due to the continued recovery from the COVID-19 pandemic. Reimbursed costs from related parties were $1.3 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively.

See Note 7, “Debt” to our consolidated financial statements for additional information relating to our property loans, revolving credit facility and delayed-draw term loan . • Lease payments due within the next 12 months from year-end 2022 total $2.1 million.

See Note 7, “Debt” to our consolidated financial statements for additional information relating to our property loans, revolving credit facility and unsecured term loan . • Lease payments due within the next 12 months from year-end 2023 total $1.9 million.

At December 31, 2022, we had total debt of $470.3 million at an average rate of approximately 5.0%. We intend to continue to fund our investments with a prudent balance of debt and equity. Our debt may include mortgage debt collateralized by our hotel properties and unsecured debt.

At December 31, 2023, we had total debt of $486.1 million at an average rate of approximately 5.5%. We intend to continue to fund our investments with a prudent balance of debt and equity. Our debt may include mortgage debt collateralized by our hotel properties and unsecured debt.

Total general and administrative expenses (excluding amortization of stock based compensation of $5.6 million and $4.8 million for the years ended December 31, 2022 and 2021, respectively) increased $0.9 million to $11.8 million in 2022 from $10.9 million in 2021.

Total general and administrative expenses (excluding amortization of stock based compensation of $6.1 million and $5.6 million for the years ended December 31, 2023 and 2022, respectively) decreased $0.4 million to $11.4 million in 2023 from $11.8 million in 2022.

Reimbursable Costs from Unconsolidated Entities Reimbursable costs from unconsolidated entities, comprised of corporate payroll and rent costs were $1.3 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. The cost reimbursements were offset by the cost reimbursements from unconsolidated entities included in revenues.

Reimbursable Costs from Related Parties Reimbursable costs from related parties, comprised of corporate payroll and rent costs were $1.3 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively. The cost reimbursements were offset by the cost reimbursements from related parties included in revenues.

Adjusted Hotel EBITDA represents the results of operations for our wholly owned hotels only. 49 The following is a presentation of Adjusted Hotel EBITDA for the years ended December 31, 2022, 2021 and 2020 (in thousands): For the year ended December 31, 2022 2021 2020 Net income (loss) $ 9,871 $ (18,845) $ (77,020) Add: Interest expense 26,454 24,460 28,122 Depreciation and amortization 59,350 54,215 53,871 Corporate general and administrative 17,339 15,752 11,564 Other charges 683 711 4,385 Impairment loss — 5,640 — Loss on early extinguishment of debt 138 — — Loss from unconsolidated real estate entities — 1,231 7,424 Impairment loss on investment in unconsolidated real estate entities — — 15,282 Loss on sale of hotel property — 21 — Less: Interest and other income (10) (243) (179) Gain on sale of hotel property (2,268) — (21,116) Gain on sale of investment in unconsolidated real estate entities — (23,817) — Adjusted Hotel EBITDA $ 111,557 $ 59,125 $ 22,333 Although we present FFO, Adjusted FFO, EBITDA, EBITDA re , Adjusted EBITDA and Adjusted Hotel EBITDA because we believe they are useful to investors in comparing our operating performance between periods and between REITs that report similar measures, these measures have limitations as analytical tools.

Adjusted Hotel EBITDA represents the results of operations for our wholly owned hotels only. 49 The following is a presentation of Adjusted Hotel EBITDA for the years ended December 31, 2023, 2022 and 2021 (in thousands): For the year ended December 31, 2023 2022 2021 Net income (loss) $ 2,488 $ 9,871 $ (18,845) Add: Interest expense 27,128 26,454 24,460 Depreciation and amortization 58,254 59,350 54,215 Corporate general and administrative 17,517 17,339 15,752 Other charges 2,300 683 711 Impairment loss 4,266 — 5,640 Loss on early extinguishment of debt 696 138 — Loss from unconsolidated real estate entities — — 1,231 Loss on sale of hotel property — — 21 Less: Interest and other income (1,534) (10) (243) Gain on sale of hotel property (18) (2,268) — Gain from partial lease termination (164) — — Gain on sale of investment in unconsolidated real estate entities — — (23,817) Adjusted Hotel EBITDA $ 110,933 $ 111,557 $ 59,125 Although we present FFO, Adjusted FFO, EBITDA, EBITDA re , Adjusted EBITDA and Adjusted Hotel EBITDA because we believe they are useful to investors in comparing our operating performance between periods and between REITs that report similar measures, these measures have limitations as analytical tools.

During the year ended December 31, 2022, we experienced a significant improvement in our business, initially driven primarily by leisure travel, and to a lesser extent, improvement in other demand segments including corporate and group. There have been material increases in inflation and interest rates in the year ended December 31, 2022.

During the year ended December 31, 2022, we experienced a significant improvement in our business which continued throughout 2023, initially driven primarily by leisure travel, and more recently, improvement in other demand segments including corporate and group. There have also been material increases in inflation and interest rates.

We also present Adjusted EBITDA which includes additional adjustments for items such as other charges, gains or losses on extinguishment of indebtedness, costs associated with the departure of our former Chief Investment Officer, amortization of share-based compensation and certain other expenses that we consider outside the normal course of operations.

We also present Adjusted EBITDA which includes additional adjustments for items such as other charges, gains or losses on extinguishment of indebtedness, amortization of share-based compensation and certain other expenses that we 48 consider outside the normal course of operations.

At December 31, 2022 and 2021, we had $0 and $70.0 million, respectively, in outstanding borrowings under our revolving credit facility. We had $39.3 million and $35.0 million in outstanding borrowings under our construction loan for the Home2 Woodland Hills hotel development at December 31, 2022 and 2021, respectively.

We had $0 and $39.3 million in outstanding borrowings under our construction loan for the Home2 Woodland Hills hotel development at December 31, 2023 and 2022, respectively. At December 31, 2023, the maximum borrowing availability under our revolving credit facility was $260.0 million.

We expect to invest approximately $30.6 million on renovations, discretionary and emergency expenditures on our existing hotels in 2023, including improvements required under any brand PIP. Financing Activities Cash Flow s Net cash flows (used in) provided by financing activities decreased $157.8 million to $(86.2) million in 2022 compared to $71.6 million in 2021.

We expect to invest approximately $36.8 million on renovations, discretionary and emergency expenditures on our existing hotels in 2024, including improvements required under any brand PIP. Financing Activities Cash Flow s Net cash flows used in financing activities decreased $78.5 million to $(7.7) million in 2023 compared to $(86.2) million in 2022.

On October 28, 2022, Chatham entered into a $215.0 million unsecured revolving credit facility and a $90.0 million unsecured delayed-draw term loan facility that replaced the Company’s previous $250 million revolving credit facility that was scheduled to mature on March 8, 2023.

Cash from Operations Net cash flows provided by operating activities increased $42.7 million to $71.5 million in 2022 compared to $28.8 million in 2021. The increase in cash from operating activities was primarily due to improving operating results from our hotels which generated RevPAR growth of 29.8% in 2022 versus 2021.

Cash from Operations Net cash flows provided by operating activities increased $4.9 million to $76.4 million in 2023 compared to $71.5 million in 2022. The increase in cash from operating activities was primarily due to improving operating results from our hotels which generated RevPAR growth of 6.1% in 2023 versus 2022.

The following is a reconciliation of net income (loss) to EBITDA, EBITDA re and Adjusted EBITDA for the years ended December 31, 2022, 2021 and 2020 (in thousands): For the year ended December 31, 2022 2021 2020 Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”): Net income (loss) $ 9,871 $ (18,845) $ (77,020) Interest expense 26,454 24,460 28,122 Depreciation and amortization 59,350 54,215 53,871 Adjustments for unconsolidated real estate entity items — 1,184 8,965 EBITDA 95,675 61,014 13,938 Impairment loss — 5,640 — Impairment loss on investment in unconsolidated real estate entities — — 15,282 Impairment loss within the unconsolidated real estate entities — — 1,388 (Gain) loss on sale of hotel property (2,268) 21 (21,116) Loss on the sale of assets within unconsolidated real estate entities — — 2 Gain on sale of investment in unconsolidated real estate entities — (23,817) — EBITDA re 93,407 42,858 9,494 Other charges 683 711 4,385 Loss on early extinguishment of debt 138 — — Adjustments for unconsolidated real estate entity items — 46 9 Share based compensation 5,551 4,823 4,597 Adjusted EBITDA $ 99,779 $ 48,438 $ 18,485 Adjusted Hotel EBITDA is defined as net income before interest, income taxes, depreciation and amortization, corporate general and administrative, impairment loss, loss on early extinguishment of debt, other charges, interest and other income, losses on sales of hotel properties and income or loss from unconsolidated real estate entities.

The following is a reconciliation of net income (loss) to EBITDA, EBITDA re and Adjusted EBITDA for the years ended December 31, 2023, 2022 and 2021 (in thousands): For the year ended December 31, 2023 2022 2021 Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”): Net income (loss) $ 2,488 $ 9,871 $ (18,845) Interest expense 27,128 26,454 24,460 Depreciation and amortization 58,254 59,350 54,215 Adjustments for unconsolidated real estate entity items — — 1,184 EBITDA 87,870 95,675 61,014 Impairment loss 4,266 — 5,640 (Gain) loss on sale of hotel property (18) (2,268) 21 Gain on sale of investment in unconsolidated real estate entities — — (23,817) EBITDA re 92,118 93,407 42,858 Other charges 2,300 683 711 Loss on early extinguishment of debt 696 138 — Gain from partial lease termination (164) — — Adjustments for unconsolidated real estate entity items — — 46 Share based compensation 6,117 5,551 4,823 Adjusted EBITDA $ 101,067 $ 99,779 $ 48,438 Adjusted Hotel EBITDA is defined as net income before interest, income taxes, depreciation and amortization, corporate general and administrative, impairment loss, loss on early extinguishment of debt, other charges, interest and other income, losses on sales of hotel properties and income or loss from unconsolidated real estate entities.

The increase in room expenses was related primarily to an increase in occupancy and revenues at our hotels due to the recovery from the COVID-19 pandemic and inflation. The remaining hotel operating expenses increased $25.8 million, or 32.7%, from $78.9 million in 2021 to $104.7 million in 2022.

The remaining hotel operating expenses increased $8.9 million, or 8.5%, from $104.7 million in 2022 to $113.6 million in 2023. The increase in other remaining expenses was related primarily to an increase in occupancies and revenues at our hotels due to the continued recovery from the COVID-19 pandemic and inflation.

We believe that Adjusted FFO provides investors with another financial measure that may facilitate comparisons of operating performance between periods and between REITs that make similar adjustments to FFO. 47 The following is a reconciliation of net income (loss) to FFO and Adjusted FFO for the years ended December 31, 2022, 2021 and 2020 (in thousands, except share data): For the year ended December 31, 2022 2021 2020 Funds From Operations (“FFO”): Net income (loss) $ 9,871 $ (18,845) $ (77,020) Preferred dividends (7,950) (3,975) — Net income (loss) attributable to common shares and common units 1,921 (22,820) (77,020) (Gain) loss on sale of hotel property (2,268) 21 (21,116) Loss on the sale of assets within unconsolidated real estate entities — — 2 Gain on sale of investment in unconsolidated real estate entities — (23,817) — Depreciation 59,123 53,967 53,627 Impairment loss — 5,640 — Impairment loss on investment in unconsolidated real estate entities — — 15,282 Impairment loss within the unconsolidated real estate entities — — 1,388 Adjustments for unconsolidated real estate entity items — 568 4,434 FFO attributed to common share and unit holders 58,776 13,559 (23,403) Other charges 683 711 4,385 Loss on early extinguishment of debt 138 — — Adjustments for unconsolidated real estate entity items — 46 9 Adjusted FFO attributed to common share and unit holders $ 59,597 $ 14,316 (19,009) Weighted average number of common shares and units Basic 49,971,823 49,281,763 47,635,600 Diluted 50,234,903 49,490,938 47,635,600 Diluted weighted average common share count used for calculation of adjusted FFO per share may differ from diluted weighted average common share count used for calculation of GAAP Net Income per share by LTIP units, which may be converted to common shares of beneficial interest and if Net Income per share is negative and Adjusted FFO is positive.

The following is a reconciliation of net income (loss) to FFO and Adjusted FFO for the years ended December 31, 2023, 2022 and 2021 (in thousands, except share data): For the year ended December 31, 2023 2022 2021 Funds From Operations (“FFO”): Net income (loss) $ 2,488 $ 9,871 $ (18,845) Preferred dividends (7,950) (7,950) (3,975) Net (loss) income attributable to common shares and common units (5,462) 1,921 (22,820) (Gain) loss on sale of hotel property (18) (2,268) 21 Gain on sale of investment in unconsolidated real estate entities — — (23,817) Depreciation 58,040 59,123 53,967 Impairment loss 4,266 — 5,640 Adjustments for unconsolidated real estate entity items — — 568 FFO attributed to common share and unit holders 56,826 58,776 13,559 Other charges 2,300 683 711 Loss on early extinguishment of debt 696 138 — Gain from partial lease termination (164) — — Adjustments for unconsolidated real estate entity items — — 46 Adjusted FFO attributed to common share and unit holders $ 59,658 $ 59,597 14,316 Weighted average number of common shares and units Basic 50,374,481 49,971,823 49,281,763 Diluted 50,532,122 50,234,903 49,490,938 Diluted weighted average common share count used for calculation of adjusted FFO per share may differ from diluted weighted average common share count used for calculation of GAAP Net Income per share by LTIP units, which may be converted to common shares of beneficial interest, and if Net Income per share is negative and Adjusted FFO is positive.

General and Administrative General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of LTIP units. These expenses also include corporate operating costs, professional fees and trustees’ fees.

The increase primarily was related to increases in property tax assessments and an increase in insurance costs. General and Administrative General and administrative expenses principally consist of employee-related costs, including base payroll, bonuses and amortization of restricted stock and awards of LTIP units. These expenses also include corporate operating costs, professional fees and trustees’ fees.

If the estimated undiscounted future cash flows are less than the carrying amount, an adjustment to reduce the carrying amount to the related hotel property's estimated fair value is recorded and an impairment loss recognized. For the year ended December 31, 2022, there were no impairment losses.

A return to normalized levels of operations is dependent on a continuation of the recovery in our business, further dissipation of concerns related to the COVID-19 pandemic, geopolitical stability, and moderating inflation. 41 Key Indicators of Operating Performance and Financial Condition We measure financial condition and hotel operating performance by evaluating non-financial and financial metrics and measures such as: • Average Daily Rate (“ADR”), which is the quotient of room revenue divided by total rooms sold, • Occupancy, which is the quotient of total rooms sold divided by total rooms available, • Revenue Per Available Room (“RevPAR”), which is the product of occupancy and ADR, and does not include food and beverage revenue, or other operating revenue, • Funds From Operations (“FFO”), • Adjusted FFO, • Earnings before interest, taxes, depreciation and amortization (“EBITDA”), • EBITDA re , • Adjusted EBITDA, and • Adjusted Hotel EBITDA.

We anticipate that continued improvement in operating trends will be dependent on continued strength in leisure travel and a recovery of business travel. 42 Key Indicators of Operating Performance and Financial Condition We measure financial condition and hotel operating performance by evaluating non-financial and financial metrics and measures such as: • Average Daily Rate (“ADR”), which is the quotient of room revenue divided by total rooms sold, • Occupancy, which is the quotient of total rooms sold divided by total rooms available, • Revenue Per Available Room (“RevPAR”), which is the product of occupancy and ADR, and does not include food and beverage revenue, or other operating revenue, • Funds From Operations (“FFO”), • Adjusted FFO, • Earnings before interest, taxes, depreciation and amortization (“EBITDA”), • EBITDA re , • Adjusted EBITDA, and • Adjusted Hotel EBITDA.

Revenue consists of amounts derived from hotel operations, including sales from room, meeting room, gift shop, in-room movie and other ancillary amenities.

Revenue Recognition Revenue from hotel operations is recognized when rooms are occupied and when services are provided. Revenue consists of amounts derived from hotel operations, including sales from room, meeting room, gift shop, in-room movie and other ancillary amenities.

Actual Occupancy, ADR and RevPAR metrics reflect the performance of the hotels for the actual days such hotels were owned by the Company during the periods presented.

In the table below, we present both actual and same property room revenue metrics. Actual Occupancy, ADR and RevPAR metrics reflect the performance of the hotels for the actual days such hotels were owned by the Company during the periods presented.

The Company classifies properties as held for sale when all criteria within the Financial Accounting Standards Board's ("FASB") guidance on the impairment or disposal of long-lived assets are met. As of December 31, 2022, we had no hotel properties held for sale. Revenue Recognition Revenue from hotel operations is recognized when rooms are occupied and when services are provided.

The Company classifies properties as held for sale when all criteria within the Financial Accounting Standards Board's ("FASB") guidance on the impairment or disposal of long-lived assets are met. As of December 31, 2023, we had no hotel properties that met the criteria to be presented as held for sale.

We sold one hotel located in Burlington, MA on May 6, 2022, and sold one hotel located in Dallas, TX and two hotels located in Houston, TX on May 13, 2022. We acquired one hotel located in Miramar Beach, FL on March 8, 2022. We developed and opened, on January 24, 2022, one hotel located in Los Angeles, CA.

We acquired one hotel located in Miramar Beach, FL on March 8, 2022. We developed and opened, on January 24, 2022, one hotel located in Los Angeles, CA.

On December 19, 2022, Chatham executed an amendment to its unsecured revolving credit facility increasing commitments by $45.0 million for a total borrowing capacity of $260.0 million. Combined with its $90.0 million unsecured delayed-draw term loan, Chatham has $350.0 million of total commitments under the new facilities.

The unsecured delayed-draw term loan facility has an initial maturity of October 28, 2025 and provides two one-year extension options. On December 19, 2022, Chatham executed an amendment to its unsecured revolving credit facility increasing commitments by $45.0 million for a total borrowing capacity of $260.0 million.

As of December 31, 2022, five of our mortgage debt lenders were enforcing cash trap provisions. We do not expect that such cash traps will affect our ability to satisfy our short-term liquidity requirements. 51 In December 2017, we established a $50 million dividend reinvestment and stock purchase plan.

We do not expect that such cash traps will affect our ability to satisfy our short-term liquidity requirements. 51 In December 2017, we established a $50 million dividend reinvestment and stock purchase plan (the "DRSPP") which we renewed in December 2020 and renewed again in January 2024.

The HGI Burlington hotel property was sold on May 6, 2022 and the HWS Dallas, the CY Houston West University, and the RI Houston West University hotel properties together were sold on May 13, 2022, which resulted in a total gain of $2.3 million. 45 Interest Expense, Including Amortization of Deferred Fees Interest expense increased $2.0 million, or 8.2%, from $24.5 million for the year ended December 31, 2021 to $26.5 million for the year ended December 31, 2022.

The change from a net loss to net income was primarily due to an increase in occupancy and revenues at our hotels due to the recovery from the COVID-19 pandemic and the sale of four hotels which resulted in a gain on sale of hotel properties of $2.3 million during the year ended December 31, 2022, combined with the other factors discussed above. 46 Material Trends or Uncertainties We are not aware of any material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to have a material impact on either the capital resources or the revenues or income to be derived from the acquisition and operation of properties, loans and other permitted investments, other than those referred to in this section and the risk factors identified in the “Risk Factors” section of this Annual Report on this Form 10-K.

Material Trends or Uncertainties We are not aware of any material trends or uncertainties, favorable or unfavorable, that may be reasonably anticipated to have a material impact on either the capital resources or the revenues or income to be derived from the acquisition and operation of properties, loans and other permitted investments, other than those referred to in this section and the risk factors identified in the “Risk Factors” section of this Annual Report on this Form 10-K.

We believe that these items reflect historical cost of our asset base and our acquisition and disposition activities and are less reflective of our ongoing operations, and that by adjusting to exclude the effects of the items, FFO is useful to investors in comparing our operating performance between periods and between REITs that report FFO using the Nareit definition. 47 We calculate Adjusted FFO by further adjusting FFO for certain additional items that are not addressed in Nareit’s definition of FFO, including other charges, losses on the early extinguishment of debt and similar items related to our unconsolidated real estate entities that we believe do not represent costs related to hotel operations.

As reported by Smith Travel Research, U.S. lodging industry RevPAR for the years ended December 31, 2022 and 2021 increased 29.8% and increased 58.2%, respectively, as compared to the years ended December 31, 2021 and 2020.

The cost reimbursements were offset by the reimbursed costs from related parties included in operating expenses. As reported by Smith Travel Research, U.S. lodging industry RevPAR for the years ended December 31, 2023 and 2022 increased 4.9% and increased 29.8%, respectively, as compared to the years ended December 31, 2022 and 2021.

Cash, cash equivalents, and restricted cash totaled $45.2 million as of December 31, 2022, an increase of $15.3 million from December 31, 2021, primarily due to net cash provided by operating activities of $71.5 million, net cash provided by investing activities of $30.0 million, and net cash used in financing activities $86.2 million.

Cash, cash equivalents, and restricted cash totaled $85.7 million as of December 31, 2023, an increase of $40.6 million from December 31, 2022, primarily due to net cash provided by operating activities of $76.4 million, net cash used in investing activities of $28.1 million, and net cash used in financing activities $7.7 million.

The primary cause of the increase in hotel operating expenses was related to the increase in revenues and occupancy caused by the recovery from the COVID-19 pandemic. Room expenses, which are the most significant component of hotel operating expenses, increased $15.7 million from $40.4 million in 2021 to $56.1 million in 2022.

Room expenses, which are the most significant component of hotel operating expenses, increased $5.7 million from $56.1 million in 2022 to $61.8 million in 2023. The increase in room expenses was related primarily to an increase in occupancy and revenues at our hotels due to the continued recovery from the COVID-19 pandemic, increased staffing levels, and inflation.

Smith Travel Research reported that U.S. lodging industry RevPAR increased 67.2% in the first quarter of 2022, increased 38.8% in the second quarter of 2022, increased 16.6% in the third quarter of 2022 and increased 16.3% in the fourth quarter of 2022.

Smith Travel Research reported that U.S. lodging industry RevPAR increased 16.7% in the first quarter of 2023, increased 2.5% in the second quarter of 2023, increased 1.7% in the third quarter of 2023 and increased 1.3% in the fourth quarter of 2023. We expect that in 2024, lodging industry RevPAR will continue to increase modestly.

The gain in 2021 was due to the sale of the NewINK JV. Income Tax Expense Income tax expense remained unchanged at zero for the year ended December 31, 2021 and 2022. We are subject to income taxes based on the taxable income of our TRS Lessees at a combined federal and state tax rate of approximately 25%.

We are subject to income taxes based on the taxable income of our TRS Lessees at a combined federal and state tax rate of approximately 25%.

Material Cash Requirements Our material cash requirements include the following contractual obligations: • At December 31, 2022, we had total debt principal and interest obligations of $501.6 million with $140.3 million of principal and interest payable within the next 12 months from December 31, 2022. $109.7 million of debt principal obligations payable during the next 12 months relate to maturities of the Company's mortgage loans secured by the Homewood Suites San Antonio, Residence Inn Tysons, Courtyard Houston Medical Center, Hyatt Place Pittsburgh, and Residence Inn Bellevue hotel properties.

Material Cash Requirements Our material cash requirements include the following contractual obligations: • At December 31, 2023, we had total debt principal and interest obligations of $550.5 million with $312.1 million of principal and interest payable within the next 12 months from December 31, 2023. $293.3 million of debt principal obligations payable during the next 12 months relate to maturities of the Company's mortgage loans secured by the Residence Inn Garden Grove, the SpringHill Suites Savannah, the Residence Inn Silicon Valley I, the Residence Inn Silicon Valley II, the Residence Inn San Mateo, the Residence Inn Mountain View, the Hilton Garden Inn Marina del Rey, and the Homewood Suites Boston-Billerica hotel properties.

Room revenue was $272.3 million and $187.4 million for the years ended December 31, 2022 and 2021, respectively, and the increase in room revenue was related primarily to the recovery from the adverse effects of the COVID-19 pandemic. Food and beverage revenue was $7.3 million and $3.5 million for the years ended December 31, 2022 and 2021, respectively.

Room revenue was $285.0 million and $272.3 million for the years ended December 31, 2023 and 2022, respectively, and the increase in room revenue primarily was related to the same factors discussed above. Food and beverage revenue was $8.1 million and $7.3 million for the years ended December 31, 2023 and 2022, respectively.

The decrease in cost reimbursements primarily was related to the sale of the NewINK JV. Gain (Loss) on Sale of Hotel Property Gain (loss) on the sale of hotel property increased $2.3 million for the year ended December 31, 2022 compared to the year ended December 31, 2021 due to the sale of four hotels.

Gain on Sale of Hotel Property Gain on the sale of hotel property decreased $2.3 million for the year ended December 31, 2023 compared to the year ended December 31, 2022.

The changes in results described in comparisons below were driven primarily by the COVID-19 pandemic, the sale of four hotels, the acquisition of three hotels, the opening of one hotel, and the sale of our investments in the NewINK JV and the Inland JV. 42 Revenue Revenue, w hich consists primarily of room, food and beverage and other operating revenues from our hotels, was as follows for the periods indicated (dollars in thousands): For the year ended December 31, 2022 December 31, 2021 % Change Room $ 272,265 $ 187,369 45.3 % Food and beverage 7,303 3,525 107.2 % Other 13,958 11,350 23.0 % Cost reimbursements from unconsolidated entities 1,325 1,731 (23.5) % Total revenue $ 294,851 $ 203,975 44.6 % Total revenue increased $90.9 million to $294.9 million for the year ended December 31, 2022 compared to total revenue of $204.0 million for the 2021 period.

Revenue Revenue, w hich consists primarily of room, food and beverage and other operating revenues from our hotels, was as follows for the periods indicated (dollars in thousands): For the year ended December 31, 2023 December 31, 2022 % Change Room $ 284,999 $ 272,265 4.7 % Food and beverage 8,124 7,303 11.2 % Other 16,703 13,958 19.7 % Cost reimbursements from related parties 1,283 1,325 (3.2) % Total revenue $ 311,109 $ 294,851 5.5 % Total revenue increased $16.2 million to $311.1 million for the year ended December 31, 2023 compared to total revenue of $294.9 million for the 2022 period.

Four other hotels that were sold during the year ended December 31, 2022 contributed $4.9 million of revenue during that year, down $6.7 million from the $11.6 million these hotels contributed during the year ended December 31, 2021.

The increase was partially offset by the impact from selling four hotels during the second quarter of 2022 that contributed $0 of revenue during the year ended December 31, 2023, down $4.9 million from the $4.9 million these hotels contributed during the year ended December 31, 2022.

For the year ended December 31, 2021, net cash flows provided by financing activities of $71.6 million were comprised of $115.9 million of net proceeds from our Series A Preferred Shares offering, $24.6 million of common equity proceeds raised through sales under the DRSPP and the ATM Program, and net borrowings on our construction loan of $21.7 million, offset by net repayments of our senior unsecured revolving credit facility of $65.3 million, amortization payments on mortgage debt of $8.7 million and the repayment of the $12.5 million mortgage loan on the Residence Inn New Rochelle, payments of financing and offering costs of $1.6 million, distributions to unit holders of $0.3 million and distributions on preferred shares of $2.3 million.

For the year ended December 31, 2023, net cash flows used in financing activities of $7.7 million were comprised of the repayment of our construction loan of $39.3 million, principal payments on mortgage debt of $117.7 million, distributions to common share and unit holders of $14.2 million, distributions on preferred shares of $8.0 million, and payments of deferred financing costs of $1.5 million, partially offset by borrowings on our unsecured term loan of $90.0 million and proceeds from the issuance of five new mortgage loans of $82.9 million.

Net Income (Loss) Net income was $9.9 million for the year ended December 31, 2022, compared to a net loss of $18.8 million for the year ended December 31, 2021.

Net Income Net income was $2.5 million for the year ended December 31, 2023, compared to net income of $9.9 million for the year ended December 31, 2022. The change in net income primarily was due to the factors discussed above.

Interest expense is comprised of the following (dollars in thousands): For the year ended December 31, 2022 December 31, 2021 % Change Mortgage debt interest $ 20,431 $ 21,081 (3.1) % Credit facility interest and unused fees 2,229 3,441 (35.2) % Interest rate cap (784) (52) 1407.7 % Construction loan interest 3,469 2,117 63.9 % Capitalized interest (330) (3,551) (90.7) % Amortization of deferred financing costs 1,439 1,424 1.1 % Total $ 26,454 $ 24,460 8.2 % The increase in interest expense for the year ended December 31, 2022 as compared to the year ended December 31, 2021 is primarily due to an increase in construction loan interest and a decrease in capitalized interest due to the opening of the Home2 Suites Woodland Hills on January 24, 2022.

Interest expense is comprised of the following (dollars in thousands): For the year ended December 31, 2023 December 31, 2022 % Change Mortgage debt interest $ 19,305 $ 20,431 (5.5) % Credit facility and term loan interest and unused fees 6,198 2,229 178.1 % Interest rate cap (16) (784) (98.0) % Construction loan interest 415 3,469 (88.0) % Capitalized interest — (330) (100.0) % Amortization of deferred financing costs 1,226 1,439 (14.8) % Total $ 27,128 $ 26,454 2.5 % 46 Loss on Early Extinguishment of Debt Loss on early extinguishment of debt increased $0.6 million from $0.1 million for the year ended December 31, 2022 to $0.7 million for the year ended December 31, 2023.

The increase was primarily due to higher depreciation expense from the four hotels owned during the year ended December 31, 2022 that were not owned for the full year ended December 31, 2021 than the depreciation expense from four other hotels which were sold during the year ended December 31, 2022.

Depreciation and Amortization Depreciation and amortization expense decreased $1.1 million from $59.4 million for the year ended December 31, 2022 to $58.3 million for the year ended December 31, 2023. The decrease was primarily due to the depreciation expense from four hotels that were sold during the second quarter of 2022.

At December 31, 2022, the maximum combined borrowing availability under our revolving credit facility and delayed-draw term loan was $350.0 million. We also had mortgage debt on individual hotels aggregating $430.9 million and $439.9 million at December 31, 2022 and 2021, respectively.

We also had mortgage debt on individual hotels aggregating $396.1 million and $430.9 million at December 31, 2023 and 2022, respectively.

As of December 31, 2022, there was approximately $47.9 million in common shares available for issuance under the DRSPP.

During the year ended December 31, 2023, the Company issued 5,896 common shares under the DRSPP at a weighted average price of $10.27, which generated $61 thousand of proceeds. As of December 31, 2023, there was approximately $47.8 million in common shares available for issuance under the DRSPP.

Results of operations for the year ended December 31, 2022 include the operating activities of our 37 wholly owned hotels that were owned for the entire period and operating activities for one hotel that was opened during the period, one hotel that was acquired during the period and four hotels sold during the period for the periods of our ownership of these hotels.

Results of operations for the year ended December 31, 2023 include the operating activities of the 39 hotels we owned for the entire period. We sold one hotel located in Burlington, MA on May 6, 2022, and sold one hotel located in Dallas, TX and two hotels located in Houston, TX on May 13, 2022.

Impairment Loss Impairment loss decreased $5.6 million to $0 for the year ended December 31, 2022. The impairment loss in 2021 was due to the impairment recorded on the HGI Burlington hotel property, which was later sold in 2022, to write down the hotel property to fair value.

The impairment loss in 2023 was due to the impairment recorded on the HGI Denver Tech hotel property which is under contract to be sold. 45 Property Taxes, Ground Rent and Insurance Total property taxes, ground rent and insurance expenses increased $2.3 million from $21.2 million for the year ended December 31, 2022 to $23.5 million for the year ended December 31, 2023.

Investing Activities Cash Flow s Net cash flows provided by (used in) investing activities increased $131.9 million to $30.0 million in 2022 compared to $(101.9) million in 2021.

Investing Activities Cash Flow s Net cash flows (used in) provided by investing activities decreased $58.1 million to $(28.1) million in 2023 compared to $30.0 million in 2022. For the year ended December 31, 2023, net cash flows used in investing activities of $(28.1) million consisted of $28.1 million related to capital improvements on our hotels.

We filed a new $50 million shelf registration statement for the dividend reinvestment and stock purchase plan (the "DRSPP") on December 22, 2020 to replace the prior plan. Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on common shares.

Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectus for the DRSPP.

Four hotels owned during the year ended December 31, 2022 that were not owned for the full year ended December 31, 2021, contributed $26.7 million of revenue, up $22.6 million from the $4.1 million these hotels contributed during the year ended December 31, 2021.

The Home2 Woodland Hills contributed $11.7 million of revenue during the year ended December 31, 2023, up $2.8 million from the $8.9 million contributed during the year ended December 31, 2022.

The increase in total revenue was related primarily to the recovery from the adverse effects of the COVID-19 pandemic.

The increase in hotel operating expenses was related to the increase in revenues and occupancy caused by the continued recovery from the COVID-19 pandemic, increased staffing levels, and inflation.

Removed

We anticipate that continued improvement in operating trends will be dependent on continued strength in leisure travel and a recovery of business travel.

Added

The changes in results described below were driven primarily by the continued recovery of business travel following the COVID-19 pandemic, the sale of four hotels, the acquisition of one hotel, and the ramp-up from opening one hotel.

Removed

We acquired two hotels located in Austin, TX on August 3, 2021. We sold our investment in the NewINK JV on March 18, 2021 and sold our investment in the Inland JV on September 23, 2021.

Added

The increase in total revenue primarily was related to the recovery from the 43 COVID-19 pandemic, the ramp-up of the Home2 Woodland hills, which opened on January 24, 2022, the acquisition of one hotel on March 8, 2022, partially offset by the decrease in revenue from the sale of four hotels during during the year ended December 31, 2022.

Removed

The cost reimbursements were offset by the reimbursed costs from unconsolidated entities included in operating expenses. The decrease in cost reimbursements was related primarily to the sale of the NewINK JV.

Added

The one hotel acquired in 2022 contributed $5.5 million of revenue during the year ended December 31, 2023, up $0.3 million from the $5.2 million contributed during the year ended December 31, 2022.

Removed

We expect that in 2023, RevPAR will continue to increase, and that in some markets RevPAR may exceed levels achieved in 2019. 43 In the table below, we present both actual and same property room revenue metrics.

Added

The increase was partially offset by the sale of four hotels during the second quarter of 2022 that contributed $0 of operating expenses during the year ended December 31, 2023, down $3.5 million from the $3.5 million these hotels contributed during the year ended December 31, 2022.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−1 removed3 unchanged

2022 filing

2023 filing

Biggest changeThe following table provides information about the maturities of our financial instruments as of December 31, 2022 that are sensitive to changes in interest rates (dollars in thousands): 2023 2024 2025 2026 2027 Thereafter Total Fair Value Floating rate: Debt $ — $ 39,331 $ — $ — $ — $ — $ 39,331 $ 39,331 Average interest rate — 9.20 % — — — — 9.20 % Fixed rate: Debt $ 117,962 $ 297,003 $ 15,961 $ — $ — $ — $ 430,926 $ 412,661 Average interest rate 4.66 % 4.64 % 4.25 % — — — 4.63 % Our construction loan is subject to a 0.25% LIBOR floor.

Biggest changeThe following table provides information about the maturities of our financial instruments as of December 31, 2023 that are sensitive to changes in interest rates (dollars in thousands): 2024 2025 2026 2027 2028 Thereafter Total Fair Value Floating rate: Debt $ — $ 90,000 $ — $ — $ — $ — $ 90,000 $ 90,000 Average interest rate — 6.65 % — — — — 6.65 % Fixed rate: Debt $ 297,210 $ 15,974 $ — $ — $ 24,590 $ 58,335 $ 396,109 $ 396,001 Average interest rate 4.64 % 4.25 % — — 7.61 % 7.39 % 5.21 % As of December 31, 2023, we estimate that a hypothetical 100 basis points increase in SOFR would result in additional interest of approximately $0.9 million annually.

Rates take into consideration general market conditions, maturity and fair value of the underlying collateral. The estimated fair value of the Company’s fixed rate debt at December 31, 2022 and 2021 was $412.7 million and $443.4 million, respectively. At December 31, 2022, our consolidated debt was comprised of floating and fixed interest rate debt.

Rates take into consideration general market conditions, maturity and fair value of the underlying collateral. The estimated fair value of the Company’s fixed rate debt at December 31, 2023 and 2022 was $396.0 million and $412.7 million, respectively. At December 31, 2023, our consolidated debt was comprised of floating and fixed interest rate debt.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We may be exposed to interest rate changes primarily as a result of our assumption of long-term debt in connection with our acquisitions and upon refinancing of existing debt.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We may be exposed to interest rate changes primarily as a result of balances borrowed under our term loan and revolving credit facility, our assumption of long-term debt in connection with our acquisitions and upon refinancing of existing debt.

This assumes that the amount of floating rate debt outstanding on our revolving credit facility remains $0 and the amount outstanding on our construction loan remains $39.3 million, the balances as of December 31, 2022. 56

This assumes that the total amount of floating rate debt outstanding on our revolving credit facility and unsecured term loan remains $90.0 million, the balance as of December 31, 2023. 56

Removed

At December 31, 2022 1-month LIBOR was 4.39%. We estimate that a hypothetical 100 basis points increase in LIBOR would not result in any additional interest due to the interest rate cap agreements in place.

Top changes in Chatham Lodging Trust's 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other CLDT 10-K year-over-year comparisons