10q10k10q10k.net

What changed in Xenia Hotels & Resorts, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Xenia Hotels & Resorts, Inc.'s 2024 and 2025 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 2025 report.

+349 added−361 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Xenia Hotels & Resorts, Inc.'s 2025 10-K

349 paragraphs added · 361 removed · 298 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

26 edited+7 added−3 removed84 unchanged
Biggest changeIn November 2024, we issued $400 million of 6.625% Senior Notes due 2030 (the "2024 Senior Notes" and together with the 2021 Senior Notes, the "Senior Notes") at a price equal to 100% of face value and used the net proceeds, together with cash on hand, to redeem in full the outstanding $464.7 million aggregate principal of 6.375% Senior Notes due 2025 issued by the Company in 2020 (the "2020 Senior Notes"). 3 In January 2025, we borrowed the $100 million available on the 2024 Delayed Draw Term Loan and used a portion of the borrowings to repay the full amount outstanding under the Revolving Credit Facility.
Biggest changeThe net proceeds from the issuance of the 2030 Senior Notes, together with cash on hand, were used to redeem in full our outstanding $464.7 million aggregate principal of 6.375% Senior Notes due 2025 (the "2020 Senior Notes").
Therefore, we compete for funding in a market where funds for real estate investment may increase or decrease at a rate that is different than the underlying demand. Seasonality The lodging industry is seasonal in nature, which can be expected to cause fluctuations in our rooms revenues, occupancy levels, room rates, operating expenses and cash flows.
Therefore, we compete for funding in a market where funds for real estate investment may increase or decrease at a rate that is different than the underlying demand. 4 Seasonality The lodging industry is seasonal in nature, which can be expected to cause fluctuations in our rooms revenues, occupancy levels, room rates, operating expenses and cash flows.
The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable adjusted term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio.
The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio.
In a stable macroeconomic environment, our revenues and operating income have historically been highest in the second quarter of the year followed by the first, fourth and third quarters, respectively. 4 Cyclicality The lodging industry is cyclical and generally its growth or contraction follows the overall economy.
In a stable macroeconomic environment, our revenues and operating income have historically been highest in the second quarter of the year followed by the first, fourth and third quarters, respectively. Cyclicality The lodging industry is cyclical and generally its growth or contraction follows the overall economy.
These principles continuously serve as a reminder to uphold an inclusive, respectful and tolerant work culture; and to always demonstrate the 6 highest standards of professional conduct. We do not tolerate discrimination in any form and believe equal employment opportunity is a fundamental principle.
These principles continuously serve as a reminder to uphold an inclusive, respectful and tolerant work culture; and to always demonstrate the highest standards of professional conduct. We do not tolerate discrimination in any form and believe equal employment opportunity is a fundamental principle.
The following chart shows our structure as of December 31, 2024: (1) Ownership percentages include vested and unvested LTIP partnership units which may or may not vest based on the passage of time and meeting certain market-based performance objectives. 1 Business Objectives and Growth Strategies Our objective is to allocate capital in order to invest primarily in a high-quality diversified portfolio of uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States.
The following chart shows our structure as of December 31, 2025: (1) Ownership percentages include vested and unvested LTIP partnership units which may or may not vest based on the passage of time and meeting certain market-based performance objectives. 1 Business Objectives and Growth Strategies Our objective is to allocate capital in order to invest primarily in a high-quality diversified portfolio of uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States.
In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”).
In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”).
Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. to raise capital when we believe conditions are advantageous. We had $200 million available for issuance under the ATM Agreement as of December 31, 2024.
Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc. to raise capital when we believe conditions are advantageous. We had $200 million available for issuance under the ATM Agreement as of December 31, 2025.
Orange Avenue, Suite 2700, Orlando, Florida, 32801, and our telephone number is (407) 246-8100. The Company’s website is www.xeniareit.com. The information contained on our website, or that can be accessed through our website, neither constitutes part of this Annual Report on Form 10-K nor is incorporated by reference herein.
Orange Avenue, Suite 2700, Orlando, Florida, 32801, and our telephone number is (407) 246-8100. The Company’s website is www.xeniareit.com. The information contained on our website, or that can be accessed through our website, neither constitutes part of this Annual Report nor is incorporated by reference herein.
Our debt includes a revolving credit facility, corporate credit facility term loans, the Senior Notes (as defined below), mortgage loans collateralized by certain of our hotel properties, or leasehold interests under the ground leases on our hotel properties and may include other types of private and public debt in the future.
Our debt includes our Revolving Credit Facility (as defined below), the 2024 Term Loans (as defined below), the Senior Notes (as defined below), mortgage loans collateralized by certain of our hotel properties, and leasehold interests under the ground leases on our hotel properties and may include other types of private and public debt in the future.
The remaining 4.2% of the Operating Partnership Units are owned by the other limited partners comprised of certain of our executive officers and current or former members of our Board of Directors and includes vested and unvested long-term incentive plan ("LTIP") partnership units.
The remaining 5.6% of the Operating Partnership Units are owned by the other limited partners comprised of certain of our executive officers and current or former members of our Board of Directors and includes vested and unvested long-term incentive plan ("LTIP") partnership units.
As of December 31, 2024, the Company had approximately $117.9 million remaining under its share repurchase authorization. We may also issue new equity or debt and use the proceeds from such issuances to acquire assets, make capital improvements that yield attractive risk-adjusted returns on investment, or for general corporate purposes.
As of December 31, 2025, the Company had approximately $97.5 million remaining under its share repurchase authorization. We may also issue new equity or debt and use the proceeds from such issuances to acquire assets, make capital improvements that yield attractive risk-adjusted returns on investment, or for general corporate purposes.
Human Capital Corporate Employees As of December 31, 2024, we had 46 employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We are guided by our core values, which include civility, ethics and integrity, and a commitment to quality.
Human Capital Corporate Employees 6 As of December 31, 2025, we had 42 employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We are guided by our core values, which include civility, ethics and integrity, and a commitment to quality.
The Company's subsidiaries generally consist of limited liability companies ("LLCs"), limited partnerships ("LPs") and our TRS. The effects of all inter-company transactions are eliminated. As of December 31, 2024, the Company owned 31 lodging properties with a total of 9,408 rooms. The Company’s principal executive offices are located at 200 S.
The Company's subsidiaries generally consist of limited liability companies ("LLCs"), limited partnerships ("LPs") and our TRS. The effects of all inter-company transactions are eliminated. As of December 31, 2025, the Company owned 30 lodging properties with a total of 8,868 rooms. The Company’s principal executive offices are located at 200 S.
Our weighted-average debt maturity as of December 31, 2024 was 2.2 years for our mortgage loans, 4.6 years for our corporate credit facility term loans, the Senior Notes, and revolving credit facility and 4.3 years for all debt. Our total debt had a weighted-average interest rate of 5.54%.
Our weighted-average debt maturity as of December 31, 2025 was 1.2 years for our mortgage loans, 3.6 years for our corporate credit facility term loans, the Senior Notes, and revolving credit facility and 3.2 years for all debt. Our total debt had a weighted-average interest rate of 5.51%.
We own and control 100% of the sole general partner of our Operating Partnership and own, directly or indirectly, approximately 95.8% of the Operating Partnership Units in our Operating Partnership, with the remaining 4.2% owned by certain of our executive officers and current or former members of our Board of Directors.
We own and control 100% of the sole general partner of our Operating Partnership and own, directly or indirectly, approximately 94.4% of the Operating Partnership Units in our Operating Partnership, with the remaining 5.6% owned by certain of our executive officers and current or former members of our Board of Directors.
Hotel Employees All persons employed in the day-to-day operations of our hotels are employees of our third-party managers. Employees at certain of our third-party managed hotels are covered by collective bargaining agreements that are subject to review and renewal on a regular basis.
Additionally, we are proud to have been recognized as one of America's Most Responsible Companies by Newsweek. Hotel Employees All persons employed in the day-to-day operations of our hotels are employees of our third-party managers. Employees at certain of our third-party managed hotels are covered by collective bargaining agreements that are subject to review and renewal on a regular basis.
As of December 31, 2024, the Company collectively owned 95.8% of the common limited partnership units issued by the Operating Partnership ("Operating Partnership Units").
As of December 31, 2025, the Company collectively owned 94.4% of the common limited partnership units issued by the Operating Partnership ("Operating Partnership Units").
In addition, the presence of significant mold or other airborne contaminants could expose us to liability from guests or employees at our hotels and others if property damage or health concerns arise. 5 Our Tax Status We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") for U.S. federal income tax purposes, beginning with our short taxable year that commenced on January 5, 2015 and ended on February 3, 2015.
Our Tax Status We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") for U.S. federal income tax purposes, beginning with our short taxable year that commenced on January 5, 2015 and ended on February 3, 2015.
In January 2023, XHR LP (the "Borrower") entered into a $675 million senior unsecured credit facility comprised of a $450 million revolving line of credit (the “2023 Revolving Line of Credit”), a $125 million initial term loan (the "2023 Initial Term Loan") and a $100 million delayed draw term loan (the “2023 Delayed Draw Term Loan” and, together with the 2023 Initial Term Loan, the "2023 Term Loans") pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto.
In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto.
Some of our hotels may contain or develop harmful mold or suffer from other adverse conditions, which could lead to liability for adverse health effects and costs of remediation.
In addition, third-parties may seek recovery from owners or operators for personal injury associated with exposure to asbestos-containing building materials. 5 Some of our hotels may contain or develop harmful mold or suffer from other adverse conditions, which could lead to liability for adverse health effects and costs of remediation.
The 2024 Term Loans each mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans under the 2023 Credit Agreement.
In accordance with the Amended and Restated Credit Agreement, the remaining proceeds may be used by the Company to refinance other indebtedness and for general working capital purposes. The 2024 Term Loans mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility.
As of December 31, 2024, we had a total of $78.2 million of cash on hand, including $65.4 million of restricted cash primarily set aside to maintain our hotels.
As of December 31, 2025, we had a total of $140.4 million of consolidated cash and cash equivalents and $82.7 million of restricted cash primarily set aside to maintain our hotels.
These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements. In addition, third-parties may seek recovery from owners or operators for personal injury associated with exposure to asbestos-containing building materials.
These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements.
We are also committed to cultivating our employees through training and development, including leadership training, professional certifications, continuing education and professional memberships, performance management through annual performance reviews and periodic feedback, health and wellness programs and team-building programs. We have also been recognized as one of America's Most Responsible Companies by Newsweek.
We are dedicated to cultivating our employees through various paths, including training and development such as leadership training, professional certifications, and continuing education. Our performance management includes annual performance reviews and regular feedback. We also offer health and wellness programs and team-building initiatives throughout the year.
In accordance with the Amended and Restated Credit Agreement, the remaining proceeds may be used by the Company to refinance other indebtedness and for general working capital purposes. From time to time, we may also seek to create value for our stockholders by opportunistically repurchasing shares of our common stock at valuations we believe are attractive.
These limitations are subject to a number of important exceptions and qualifications set forth in the indentures. From time to time, we may also seek to create value for our stockholders by opportunistically repurchasing shares of our common stock at valuations we believe are attractive.
Removed
The 2023 Revolving Line of Credit and the 2023 Initial Term Loan refinanced in full the then existing corporate credit facilities, and as a result of such refinancing, the then existing pledges of equity of certain subsidiaries securing obligations under the Company's prior corporate credit facilities were released.
Added
The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans. In January 2025, the Company drew the 2024 Delayed Draw Term Loan and used a portion of the borrowing to repay the then outstanding balance on the Revolving Credit Facility.
Removed
The 2023 Delayed Draw Term Loan was funded on January 17, 2023 and was used to repay in full the mortgage loan collateralized by Renaissance Atlanta Waverly Hotel & Convention Center that was due August 2024.
Added
In October 2025, the Operating Partnership entered into an Amendment No. 1 to the Amended and Restated Revolving Credit and Term Loan Agreement (the “First Amendment to Amended and Restated Credit Agreement”), pursuant to which interest payable pursuant to the Amended and Restated Credit Agreement was reduced by removing the 0.10% credit spread adjustment to the term SOFR rate therein.
Removed
As of December 31, 2024, the Company had an outstanding balance of $10 million on the Revolving Credit Facility with remaining availability of $490 million and no amounts had been funded under the 2024 Delayed Draw Term Loan commitment. In May 2021, we issued $500 million of 4.875% Senior Notes due in 2029 (the "2021 Senior Notes").
Added
As of December 31, 2025, there was no outstanding balance on the Revolving Credit Facility.
Added
In February 2026, the Company repaid in full with cash on hand the $51.8 million outstanding balance on the mortgage loan collateralized by Grand Bohemian Hotel Orlando, Autograph Collection. 3 On May 27, 2021, the Operating Partnership entered into the indenture (the "2029 Notes Indenture") governing the $500 million of 4.875% Senior Notes due in 2029 (the "2029 Senior Notes").
Added
On November 25, 2024, the Operating Partnership entered into the indenture (the "2030 Indenture" and together with the 2029 Notes Indenture, the "indentures") governing the $400 million of 6.625% Senior Notes due 2030 (the "2030 Senior Notes" and together with the 2029 Senior Notes, the "Senior Notes").
Added
The indentures contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends, redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies.
Added
In addition, the presence of significant mold or other airborne contaminants could expose us to liability from guests or employees at our hotels and others if property damage or health concerns arise.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

110 edited+26 added−13 removed353 unchanged
Biggest changeRefer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company. • We may be adversely affected by various operating risks common to the lodging industry, including a dependence on business travel and tourism. • Risks related to natural or man-made disasters, weather and climate-related events, contagious diseases, such as the COVID-19 pandemic, terrorist activity, and war could reduce the demand for lodging, which may adversely affect our financial condition and results of operations. • An adverse change in economic conditions may negatively affect the lodging industry. • The lodging industry is highly cyclical in nature. • Changes in distribution channels, including the increasing use of intermediaries by consumers and companies may adversely affect our profitability. • The majority of our hotels operate under the Marriott and Hyatt brand families; therefore, we are subject to risks associated with concentrating our portfolio in two brand families. • We have a concentration of hotels in Texas, California, and Florida, which exposes our business to the effects of regional events and occurrences. • Our long-term growth depends in part on successfully identifying and consummating acquisitions of additional hotels and the failure to make such acquisitions could materially impede our growth. • We may be subject to unknown or contingent liabilities related to recently acquired hotels and the hotels that we may acquire in the future or hotels recently divested or that we may divest in the future. • The acquisition and/or disposition of a hotel or a portfolio of hotels is typically subject to contingencies, risks and uncertainties, any of which may cause us to be unsuccessful in completing the acquisition and/or disposition. • Many real estate costs and certain hotel operating costs are fixed, even if revenue from our hotels decreases. • The land underlying three of our hotels and/or meeting facilities is subject to a ground lease; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we could be materially and adversely affected. • Several of our hotels are subject to condominium regimes or master associations with conditions, covenants, and restrictions placed on our properties; therefore, we are subject to risks associated with this type of real estate ownership. • We will not recognize any increase in the value of the land subject to our ground leases and may only receive a portion of compensation paid in any eminent domain proceeding with respect to the hotel. • Any difficulties in obtaining capital necessary to make required periodic capital expenditures and renovation of our hotels could materially and adversely affect our financial condition and results of operations. • We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ or may employ unionized labor. • We are dependent on the performance of the third-party hotel management companies and could be materially and adversely affected if such third-party managers do not properly manage our hotels or act in our best interests. • Restrictive covenants in certain of our hotel management and franchise agreements contain provisions limiting or restricting the sale of our hotels, which could materially and adversely affect our profitability. • Contractual and other disagreements with or involving third-party hotel management companies and franchisors could make us liable to them or result in litigation costs or other expenses. • If third-party hotel managers and/or franchisors consolidate through merger and acquisition transactions, we may experience undefined and unknown costs related to the integration of processes and systems. • If we were to lose a brand license at one or more of our hotels, the value of the affected hotels could decline significantly and we could incur significant costs to obtain new franchise licenses. • Volatility in the financial markets and challenging economic conditions could adversely affect our ability to secure debt financing on attractive terms and our ability to service any future indebtedness that we may incur. • Our organizational documents have no limitation on the amount of indebtedness we may incur.
Biggest changeRefer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company. • We may be adversely affected by various operating risks common to the lodging industry, including a dependence on business travel and tourism. • Risks related to natural or man-made disasters, weather and climate-related events, contagious diseases, such as the COVID-19 pandemic, terrorist activity, and war could reduce the demand for lodging, which may adversely affect our financial condition and results of operations. • An adverse change in economic conditions may negatively affect the lodging industry. • The lodging industry is highly cyclical in nature. • Changes in distribution channels, including the increasing use of intermediaries by consumers and companies may adversely affect our profitability. • The majority of our hotels operate under the Marriott and Hyatt brand families; therefore, we are subject to risks associated with concentrating our portfolio in two brand families. • We have a concentration of hotels in California, Texas and Florida, which exposes our business to the effects of regional events and occurrences. • Our long-term growth depends in part on successfully identifying and consummating acquisitions of additional hotels and the failure to make such acquisitions could materially impede our growth. • We may be subject to unknown or contingent liabilities related to recently acquired hotels and the hotels that we may acquire in the future or hotels recently divested or that we may divest in the future. • The acquisition and/or disposition of a hotel or a portfolio of hotels is typically subject to contingencies, risks and uncertainties, any of which may cause us to be unsuccessful in completing the acquisition and/or disposition. • Many real estate costs and certain hotel operating costs are fixed, even if revenue from our hotels decreases. • The land underlying certain of our hotels and/or meeting facilities is subject to a ground lease; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we could be materially and adversely affected. • We will not recognize any increase in the value of the land subject to our ground leases and may only receive a portion of compensation paid in any eminent domain proceeding with respect to the hotel. • We or our third-party management companies are subject to operating agreements; if we or our third-party management companies are found to be in breach of these agreements or unable to renew these agreements, we could be materially or adversely affected. • Several of our hotels are subject to condominium regimes or master associations with conditions, covenants, and restrictions placed on our properties; therefore, we are subject to risks associated with this type of real estate ownership. • Any difficulties in obtaining capital necessary to make required periodic capital expenditures and renovation of our hotels could materially and adversely affect our financial condition and results of operations. • We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ or may employ unionized labor. • We are dependent on the performance of the third-party hotel management companies and could be materially and adversely affected if such third-party managers do not properly manage our hotels or act in our best interests. • Restrictive covenants in certain of our hotel management and franchise agreements contain provisions limiting or restricting the sale of our hotels, which could materially and adversely affect our profitability. • Contractual and other disagreements with or involving third-party hotel management companies and franchisors could make us liable to them or result in litigation costs or other expenses. • If third-party hotel managers and/or franchisors consolidate through merger and acquisition transactions, we may experience undefined and unknown costs related to the integration of processes and systems. • If we were to lose a brand license at one or more of our hotels, the value of the affected hotels could decline significantly and we could incur significant costs to obtain new franchise licenses. • Volatility in the financial markets and challenging economic conditions could adversely affect our ability to secure debt financing on attractive terms and our ability to service any future indebtedness that we may incur. • Our organizational documents have no limitation on the amount of indebtedness we may incur.
As a result, we may become highly leveraged in the future, which could materially and adversely affect us. • If we are unable to repay or refinance our existing debt, we may be unable to reinstate or increase distributions to our stockholders and our share price may be adversely affected. 8 • Covenants applicable to current or future debt could restrict our ability to make distributions to our stockholders and, as a result, we may be unable to make distributions necessary to qualify as a REIT. • We may be contractually obligated to purchase property even if we are unable to secure financing for the acquisition. • Failure to remain qualified as a REIT, would cause us to be taxed as a regular corporation, which would materially increase our expenses and could impair our ability to expand our business and raise capital and reduce potential distributions to stockholders. • Even if we continue to qualify as a REIT, we may face other tax liabilities that reduce our cash flows. • Failure to make required distributions would subject us to U.S. federal corporate income tax. • REIT distribution requirements could adversely affect our liquidity and may force us to borrow funds or sell assets during unfavorable market conditions. • The ownership of our taxable REIT subsidiary ("TRS") and our TRS lessees increases our overall tax liability. • Our TRS lessee structure subjects us to the risk of increased hotel operating expenses that could adversely affect our operating results. • If the leases of our hotels to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we will fail to qualify as a REIT. • If any of our current and future hotel management companies do not qualify as "eligible independent contractors," or if our hotels are not "qualified lodging facilities," we may fail to qualify as a REIT. • Complying with REIT requirements may force us to forgo and/or liquidate otherwise attractive investment opportunities. • We may face risks in connection with Section 1031 Exchanges. • The prohibited transactions tax may limit our ability to engage in transactions, including dispositions of assets that would be treated as sales for federal income tax purposes. • Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends. • Complying with REIT requirements may limit our ability to hedge effectively. • The ability of our Board of Directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. • You may be restricted from acquiring or transferring certain amounts of our common stock. • Your percentage ownership in us may be diluted in the future. • Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit our stockholders’ recourse in the event of actions not in our stockholders’ best interests. • Certain provisions of Maryland law could inhibit changes in control. • As a holding company with no direct operations, we rely on funds received from our Operating Partnership to pay liabilities. • Our charter places limits on the amount of common stock that any person may own. • Our charter permits our Board of Directors to issue preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third-party from acquiring us. • Certain provisions in the partnership agreement for our Operating Partnership may delay or prevent unsolicited acquisitions of us. • Our Board of Directors may change our investment policies without stockholder approval, which could alter the nature of your investment.
As a result, we may become highly leveraged in the future, which could materially and adversely affect us. 8 • If we are unable to repay or refinance our existing debt, we may be unable to reinstate or increase distributions to our stockholders and our share price may be adversely affected. • Covenants applicable to current or future debt could restrict our ability to make distributions to our stockholders and, as a result, we may be unable to make distributions necessary to qualify as a REIT. • We may be contractually obligated to purchase property even if we are unable to secure financing for the acquisition. • Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would materially increase our expenses and could impair our ability to expand our business and raise capital and reduce potential distributions to stockholders. • Even if we continue to qualify as a REIT, we may face other tax liabilities that reduce our cash flows. • Failure to make required distributions would subject us to U.S. federal corporate income tax. • REIT distribution requirements could adversely affect our liquidity and may force us to borrow funds or sell assets during unfavorable market conditions. • The ownership of our taxable REIT subsidiary ("TRS") and our TRS lessees increases our overall tax liability. • Our TRS lessee structure subjects us to the risk of increased hotel operating expenses that could adversely affect our operating results. • If the leases of our hotels to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we will fail to qualify as a REIT. • If any of our current and future hotel management companies do not qualify as "eligible independent contractors," or if our hotels are not "qualified lodging facilities," we may fail to qualify as a REIT. • Complying with REIT requirements may force us to forgo and/or liquidate otherwise attractive investment opportunities. • We may face risks in connection with Section 1031 Exchanges. • The prohibited transactions tax may limit our ability to engage in transactions, including dispositions of assets that would be treated as sales for federal income tax purposes. • Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends. • Complying with REIT requirements may limit our ability to hedge effectively. • The ability of our Board of Directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. • You may be restricted from acquiring or transferring certain amounts of our common stock. • Your percentage ownership in us may be diluted in the future. • Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit our stockholders’ recourse in the event of actions not in our stockholders’ best interests. • Certain provisions of Maryland law could inhibit changes in control. • As a holding company with no direct operations, we rely on funds received from our Operating Partnership to pay liabilities. • Our charter places limits on the amount of common stock that any person may own. • Our charter permits our Board of Directors to issue preferred stock on terms that may subordinate the rights of the holders of our current common stock or discourage a third-party from acquiring us. • Certain provisions in the partnership agreement for our Operating Partnership may delay or prevent unsolicited acquisitions of us. • Our Board of Directors may change our investment policies without stockholder approval, which could alter the nature of your investment.
If any of the foregoing were to occur, it could materially and adversely affect our results of operations and profitability as well as limit or slow our future growth and impair our ability to compete effectively. We have a concentration of hotels in Texas, California, and Florida, which exposes our business to the effects of regional events and occurrences.
If any of the foregoing were to occur, it could materially and adversely affect our results of operations and profitability as well as limit or slow our future growth and impair our ability to compete effectively. We have a concentration of hotels in California, Texas and Florida, which exposes our business to the effects of regional events and occurrences.
In addition, our hotels may be subject to the effects of adverse acts of nature, such as hurricanes, wildfires, winter storms, hailstorms, strong winds, tropical storms, earthquakes, tornadoes, and tsunamis which have in the past caused flooding and other property damage to our hotels in specific geographic locations, including in the Texas, California and Florida markets.
In addition, our hotels may be subject to the effects of adverse acts of nature, such as hurricanes, wildfires, winter storms, hailstorms, strong winds, tropical storms, earthquakes, tornadoes, and tsunamis which have in the past caused flooding and other property damage to our hotels in specific geographic locations, including in the California, Texas and Florida markets.
To the extent that we satisfy this distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income.
To the extent that we satisfy this distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income.
Specifically, these conditions may have the following consequences: • credit spreads for major sources of capital may widen if stockholders demand higher risk premiums or interest rates could increase, due to inflationary expectations, resulting in an increased cost for debt financing; • our ability to borrow on terms and conditions that we find acceptable may be limited, which could result in our hotels generating lower overall economic returns and a reduced level of cash flow from what was anticipated at the time we acquired the asset, which could potentially impact our ability to make distributions to our stockholders, service our indebtedness or pursue acquisition opportunities, among other things; • the amount of capital that is available to finance hotels could diminish, which, in turn, could lead to a decline in hotel values generally, slow hotel transaction activity, and reduce the loan to value ratio upon which lenders are willing to lend; • the value of certain of our hotels may decrease below the amounts we paid for them, which would limit our ability to dispose of hotels at attractive prices or to obtain debt financing secured by these hotels and could reduce our ability to finance our business; • the value and liquidity of short-term investments, if any, could be reduced as a result of the dislocation of the markets for our short-term investments and increased volatility in market rates for these investments or other factors; and • one or more counterparties to derivative financial instruments that we may enter into could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.
Specifically, these conditions may have the following consequences: • credit spreads for major sources of capital may widen if stockholders demand higher risk premiums or interest rates could increase, due to inflationary expectations, resulting in an increased cost for debt financing; • our ability to borrow on terms and conditions that we find acceptable may be limited, which could result in our hotels generating lower overall economic returns and a reduced level of cash flow from what was anticipated at the time we acquired the asset, which could potentially impact our ability to make distributions to our stockholders, service our indebtedness or pursue acquisition opportunities, among other things; • the amount of capital that is available to finance hotels could diminish, which, in turn, could lead to a decline in hotel values generally, slow hotel transaction activity, and reduce the loan to value ratio upon which lenders are willing to lend; • the value of certain of our hotels may decrease below the amounts we paid for them, which would limit our ability to dispose of hotels at attractive prices or to obtain debt financing secured by these hotels and could reduce our ability to finance our business; • the value and liquidity of short-term investments, if any, could be reduced as a result of the dislocation of the markets for our short-term investments and increased volatility in market rates for these investments or other factors; and 37 • one or more counterparties to derivative financial instruments that we may enter into could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.
Incurring debt could subject us to many risks, including the risks that: • our cash flows from operations may be insufficient to make required payments of principal and interest; • our debt and resulting maturities may increase our vulnerability to adverse economic and industry conditions; • we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing cash available for distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes; • the terms of any refinancing may not be in the same amount or on terms as favorable as the terms of the existing debt being refinanced; • we may be obligated to repay the debt pursuant to guarantee obligations; and 20 • the use of leverage could adversely affect our ability to raise capital from other sources or to make distributions to our stockholders and could adversely affect the market price of our common stock.
Incurring debt could subject us to many risks, including the risks that: • our cash flows from operations may be insufficient to make required payments of principal and interest; • our debt and resulting maturities may increase our vulnerability to adverse economic and industry conditions; • we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing cash available for distribution to our stockholders, funds available for operations and capital expenditures, future business opportunities or other purposes; • the terms of any refinancing may not be in the same amount or on terms as favorable as the terms of the existing debt being refinanced; • we may be obligated to repay the debt pursuant to guarantee obligations; and • the use of leverage could adversely affect our ability to raise capital from other sources or to make distributions to our stockholders and could adversely affect the market price of our common stock.
Under current law, any income that we generate from transactions intended to hedge our interest rate or currency risks will be 27 excluded from gross income for purposes of the REIT 75% and 95% gross income tests if (i) the instrument hedges risk of interest rate or currency fluctuations on indebtedness incurred or to be incurred to carry or acquire real estate assets, (ii) the instrument hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the REIT 75% or 95% gross income tests, or (iii) the instrument was entered into to “offset” certain instruments described in clauses (i) or (ii) of this sentence and certain other requirements are satisfied and such instrument is properly identified under applicable Treasury Regulations.
Under current law, any income that we generate from transactions intended to hedge our interest rate or currency risks will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if (i) the instrument hedges risk of interest rate or currency fluctuations on indebtedness incurred or to be incurred to carry or acquire real estate assets, (ii) the instrument hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the REIT 75% or 95% gross income tests, or (iii) the instrument was entered into to “offset” certain instruments described in clauses (i) or (ii) of this sentence and certain other requirements are satisfied and such instrument is properly identified under applicable Treasury Regulations.
In addition, our failure to comply with these covenants, as well as our inability to make required payments under the credit agreements or any future debt agreement, could cause an event of default under the credit agreements, which, if not waived, could result in the termination of the financing commitments under the credit agreement governing our revolving credit facility and corporate credit facility term loans and the acceleration of the maturity of the outstanding indebtedness thereunder, or could cause an event of default under such future debt agreement, which could result in the acceleration of the debt and require us to repay such debt with capital obtained from other sources, which may not be available to us or may be available only on unattractive terms.
In addition, our failure to comply with these covenants, as well as our inability to make required payments under the credit agreement or any future debt agreement, could cause an event of default under the credit agreement, which, if not waived, could result in the termination of the financing commitments under the credit agreement governing our revolving credit facility and corporate credit facility term loans and the acceleration of the maturity of the outstanding indebtedness thereunder, or could cause an event of default under such future debt agreement, which could result in the acceleration of the debt and require us to repay such debt with capital obtained from other sources, which may not be available to us or may be available only on unattractive terms.
Finally, each property with respect to which our TRS lessees pay rent must be a "qualified lodging facility." A "qualified lodging facility" is a hotel, motel or other establishment more than one-half of the dwelling units in which are used on a transient basis, including customary amenities and facilities, provided that no wagering activities are conducted at or in connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility.
Finally, each property with respect to which our TRS lessees pay rent must be a "qualified lodging facility." A "qualified lodging facility" is a hotel, motel or other establishment more than one-half of the dwelling units in which are used on a transient basis, including customary amenities and facilities, provided that no wagering activities are conducted at or in 26 connection with such facility by any person who is engaged in the business of accepting wagers and who is legally authorized to engage in such business at or in connection with such facility.
In addition, travelers can book stays on websites that facilitate the short-term rental of homes and apartments from owners, thereby providing an alternative to hotel rooms. 11 We also compete for hotel acquisitions with others that have similar investment objectives as we do. This competition could limit the number of suitable investment opportunities offered to us.
In addition, travelers can book stays on websites that facilitate the short-term rental of homes and apartments from owners, thereby providing an alternative to hotel rooms. We also compete for hotel acquisitions with others that have similar investment objectives as we do. This competition could limit the number of suitable investment opportunities offered to us.
Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who is made or threatened to be made a party to the proceeding by reason of his or her service to us in that capacity.
Our charter authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who is made or threatened to be made a party to the proceeding by 31 reason of his or her service to us in that capacity.
As permitted by Maryland law, we have elected, by resolution of our Board of Directors, to opt out of the business combination provisions of the MGCL, provided that such business combination has been approved by our Board of Directors (including a 31 majority of directors who are not affiliated with the interested stockholder), and, pursuant to a provision in our bylaws, to exempt any acquisition of our stock from the control share provisions of the MGCL.
As permitted by Maryland law, we have elected, by resolution of our Board of Directors, to opt out of the business combination provisions of the MGCL, provided that such business combination has been approved by our Board of Directors (including a majority of directors who are not affiliated with the interested stockholder), and, pursuant to a provision in our bylaws, to exempt any acquisition of our stock from the control share provisions of the MGCL.
We may not be able to fund capital improvements for our existing hotels or acquisitions of new hotels solely from cash provided from our operating activities because we must distribute annually at least 90% of our REIT taxable income to maintain our qualification as a REIT and we are subject to tax on any retained income and gains.
We may not be able to fund capital improvements for our existing hotels or acquisitions of new hotels solely from cash provided from our operating activities because we must distribute annually at least 90% of our REIT taxable income to maintain our qualification as a REIT 15 and we are subject to tax on any retained income and gains.
There can be no assurance that climate change will not have a material adverse effect on our hotel properties, operations or business. To the extent climate change causes changes in weather patterns, our coastal markets could also experience increases in storm frequency and/or intensity and rising sea-levels causing damage to our hotel properties.
There can be no assurance that climate change will not have a material adverse effect on our hotel properties, operations or business. To the extent climate 35 change causes changes in weather patterns, our coastal markets could also experience increases in storm frequency and/or intensity and rising sea-levels causing damage to our hotel properties.
Various types of catastrophic losses, like windstorms, earthquakes, wildfires, droughts, and floods caused by climate change or otherwise, and losses from foreign and domestic terrorist activities and mass casualty events may not be insurable, subject to higher deductibles and/or low sub-limits or may not be economically insurable. Even when insurable, these policies may have high deductibles and/or high premiums.
Various types of catastrophic losses, like windstorms, earthquakes, wildfires, droughts, and floods caused by climate change or otherwise, and losses from foreign and domestic terrorist activities and mass casualty events may not be insurable, subject to higher deductibles and/or low sub-limits or may not be economically insurable. 36 Even when insurable, these policies may have high deductibles and/or high premiums.
A change in our investment strategy may, among other things, increase our exposure to interest rate risk, default risk and commercial real property market fluctuations, all of which could materially and adversely affect our ability to achieve our investment objectives. Our Board of Directors may approve very broad investment guidelines and has approved investment and financing guidelines for us.
A change in our investment strategy may, among other things, 33 increase our exposure to interest rate risk, default risk and commercial real property market fluctuations, all of which could materially and adversely affect our ability to achieve our investment objectives. Our Board of Directors may approve very broad investment guidelines and has approved investment and financing guidelines for us.
For example, an investment in real estate cannot generally be quickly sold, and we cannot predict whether we will be able to sell any hotel we desire to for the price or on the terms set by us 13 or acceptable to us, or the length of time needed to find a willing purchaser and to close the sale of the hotel.
For example, an investment in real estate cannot generally be quickly sold, and we cannot predict whether we will be able to sell any hotel we desire to for the price or on the terms set by us or acceptable to us, or the length of time needed to find a willing purchaser and to close the sale of the hotel.
If we are unable to borrow monies on terms and conditions that we find acceptable, we likely will have to reduce the number of properties we can purchase, and the return on the properties we do purchase may be lower. In addition, we may find it difficult, costly or impossible to refinance indebtedness which is maturing.
If we are unable to borrow monies on terms and conditions that we 20 find acceptable, we likely will have to reduce the number of properties we can purchase, and the return on the properties we do purchase may be lower. In addition, we may find it difficult, costly or impossible to refinance indebtedness which is maturing.
In order 25 for such rent to qualify as "rents from real property" for purposes of the gross income tests, the leases must be respected as true leases for U.S. federal income tax purposes and not be treated as service contracts, financing arrangements, joint ventures or some other type of arrangement.
In order for such rent to qualify as "rents from real property" for purposes of the gross income tests, the leases must be respected as true leases for U.S. federal income tax purposes and not be treated as service contracts, financing arrangements, joint ventures or some other type of arrangement.
If we made a taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes.
If we made a taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include 27 the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes.
In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover 36 potential losses. We may not have adequate coverage for such losses, which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.
In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate coverage for such losses, which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.
As a result of this geographic concentration of hotels, we will face a greater risk of a negative impact on our revenues in the event these areas are more severely impacted by adverse economic and competitive conditions and adverse acts of nature than other areas in the United States.
As a result of this geographic concentration of hotels, we will face a greater risk of a 12 negative impact on our revenues in the event these areas are more severely impacted by adverse economic and competitive conditions and adverse acts of nature than other areas in the United States.
The loss of services of our senior management team, or any 33 difficulty attracting and retaining other talented and experienced personnel, could adversely affect our ability to source potential investment opportunities, our relationship with global and national hotel brands and other industry participants and the execution of our business strategy.
The loss of services of our senior management team, or any difficulty attracting and retaining other talented and experienced personnel, could adversely affect our ability to source potential investment opportunities, our relationship with global and national hotel brands and other industry participants and the execution of our business strategy.
In addition, unless we can purchase a fee interest in the underlying land and improvements or extend the terms of these leases before their expiration, as to which no assurance can be 14 given, we will lose our right to operate these properties and our interest in the improvements upon expiration of the leases.
In addition, unless we can purchase a fee interest in the underlying land and improvements or extend the terms of these leases before their expiration, as to which no assurance can be given, we will lose our right to operate these properties and our interest in the improvements upon expiration of the leases.
Our ability to exercise any extension options relating to our ground leases is subject to the condition that we are not in default under the terms of the ground lease at the time that we exercise such options, and we can provide no assurances that we will be able to exercise any available options at such time.
Our 14 ability to exercise any extension options relating to our ground leases is subject to the condition that we are not in default under the terms of the ground lease at the time that we exercise such options, and we can provide no assurances that we will be able to exercise any available options at such time.
In addition, our TRS, and any other TRS we form, will be subject to regular corporate U.S. federal, state and local taxes. Any of these taxes would decrease cash available for distributions to stockholders. 24 Failure to make required distributions would subject us to U.S. federal corporate income tax.
In addition, our TRS, and any other TRS we form, will be subject to regular corporate U.S. federal, state and local taxes. Any of these taxes would decrease cash available for distributions to stockholders. Failure to make required distributions would subject us to U.S. federal corporate income tax.
Because our decision to issue debt or equity securities or incur other borrowings in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts.
Because our decision to issue debt or equity securities or incur other borrowings in the future will 30 depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts.
Additionally, we cannot assure you that the amount of hurricane, wildfire, windstorm, earthquake, flood or other casualty insurance maintained for these hotels from time to time would entirely cover 12 damages caused by any such event.
Additionally, we cannot assure you that the amount of hurricane, wildfire, windstorm, earthquake, flood or other casualty insurance maintained for these hotels from time to time would entirely cover damages caused by any such event.
If any of these proceedings were to be determined adversely to us or our third-party managers or a settlement involving a payment of a material sum of money were to occur, it could materially and adversely affect our profits or ability to operate our business.
If any of these proceedings were to be determined adversely to us or our third-party managers or a settlement involving a payment of a material sum of money were to 16 occur, it could materially and adversely affect our profits or ability to operate our business.
These covenants place restrictions on, among other things, our ability to incur additional indebtedness, incur liens on assets, enter into new types of businesses, engage in mergers, liquidations or consolidations, sell assets, make restricted payments (including the payment of dividends and other distributions), enter into negative pledges or limitations on the ability of subsidiaries to make certain distributions or to guarantee the indebtedness under the credit agreements, engage in certain transactions with affiliates, enter into sale and leaseback transactions, make investments and capital expenditures, acquire real estate assets, enter into speculative hedging transactions, change our fiscal year and make certain payments and prepayments with respect to subordinated debt.
These covenants place restrictions on, among other things, our ability to incur additional indebtedness, incur liens on assets, enter into new types of businesses, engage in mergers, liquidations or consolidations, sell assets, make restricted payments (including the payment of dividends and other distributions), enter into negative pledges or limitations on the ability of subsidiaries to make certain distributions or to guarantee the indebtedness under the credit agreement, engage in certain transactions with affiliates, enter into sale and leaseback transactions, make investments and capital expenditures, acquire real estate assets, enter into speculative hedging transactions, change our fiscal year and make certain payments and prepayments with respect to subordinated debt.
Finally, legal enforceability 23 risks encompass general contractual risks including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract, increasing the risk that we may not realize the benefits of these instruments.
Finally, legal enforceability risks encompass general contractual risks including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract, increasing the risk that we may not realize the benefits of these instruments.
The after-tax net income of our TRS lessees is available for distribution to us. Our TRS lessee structure subjects us to the risk of increased hotel operating expenses that could adversely affect our operating results and our ability to make distributions to stockholders.
The after-tax net income of our TRS lessees is available for distribution to us. 25 Our TRS lessee structure subjects us to the risk of increased hotel operating expenses that could adversely affect our operating results and our ability to make distributions to stockholders.
As a result, we may be forced to borrow additional funds in order to make distributions to our stockholders (including, potentially, to make distributions necessary to allow us to maintain our qualification as a REIT for U.S. federal income tax purposes).
As a result, we may be forced to borrow additional funds in order to make 22 distributions to our stockholders (including, potentially, to make distributions necessary to allow us to maintain our qualification as a REIT for U.S. federal income tax purposes).
To help ensure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. Our charter authorizes our directors to take such actions as are necessary and advisable to preserve our qualification as a REIT.
To help ensure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. 28 Our charter authorizes our directors to take such actions as are necessary and advisable to preserve our qualification as a REIT.
It may also increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms or on the terms contemplated in our business strategy.
It may also increase the bargaining power of property 11 owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms or on the terms contemplated in our business strategy.
If we default on our credit agreements or any other debt agreements, it could materially and adversely affect us. We may be unable to satisfy our debt obligations upon a change of control.
If we default on our credit agreement or any other debt agreements, it could materially and adversely affect us. We may be unable to satisfy our debt obligations upon a change of control.
Increases in interest rates will increase our interest costs. If 21 interest rates are higher when we refinance our loans, our expenses will increase, thereby reducing our cash flow and the amount available for distribution to you.
Increases in interest rates will increase our interest costs. If interest rates are higher when we refinance our loans, our expenses will increase, thereby reducing our cash flow and the amount available for distribution to you.
Moreover, the Internal Revenue Code of 1986, as amended (the "Code"), imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.
Moreover, the 13 Internal Revenue Code of 1986, as amended (the "Code"), imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.
If contamination is discovered on our properties, environmental laws also may impose restrictions on the manner in which the properties may be used or businesses may be operated, and these restrictions may require substantial expenditures.
If contamination 34 is discovered on our properties, environmental laws also may impose restrictions on the manner in which the properties may be used or businesses may be operated, and these restrictions may require substantial expenditures.
In addition, the credit agreements contain, and any future debt agreements may contain, cross-default provisions with respect to certain other recourse and non-recourse indebtedness and contain certain other events of default which would similarly, in each case, give the lenders under the credit agreements the 22 right to terminate such financing commitments and accelerate the maturity of such indebtedness under the credit agreements or give the lenders under such other agreement the right to declare a default on its debt and to enforce remedies, including acceleration of the maturity of such debt upon the occurrence of a default under such other indebtedness.
In addition, the credit agreement contains, and any future debt agreements may contain, cross-default provisions with respect to certain other recourse and non-recourse indebtedness and contain certain other events of default which would similarly, in each case, give the lenders under the credit agreement the right to terminate such financing commitments and accelerate the maturity of such indebtedness under the credit agreement or give the lenders under such other agreement the right to declare a default on its debt and to enforce remedies, including acceleration of the maturity of such debt upon the occurrence of a default under such other indebtedness.
There can be no assurance, however, that we will be able to comply with the 20% TRS limitation or to avoid application of the 100% excise tax. If the leases of our hotels to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT.
There can be no assurance, however, that we will be able to comply with the 25% TRS limitation or to avoid application of the 100% excise tax. If the leases of our hotels to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we may fail to qualify as a REIT.
REITs that are required to file annual and period reports with the SEC under the Exchange Act) that is not secured by real property, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs.
REITs that are required to file annual and period reports with the SEC under the Exchange Act) that is not secured by real property, and no more than 25% of the value of our total assets can be represented by securities of one or more TRSs.
In addition, various policymakers have adopted, or are considering adopting, requirements for extensive disclosures on climate-related and/or other ESG information, which may require us to incur significant additional costs to comply, including the implementation of significant new internal controls on matters historically not subject to such controls, and impose increased oversight obligations on our management and Board of Directors.
In addition, various policymakers have adopted, or are considering adopting, requirements for extensive disclosures on climate-related and/or other corporate responsibility information, which may require us to incur significant additional costs to comply, including the implementation of significant new internal controls on matters historically not subject to such controls, and impose increased oversight obligations on our management and Board of Directors.
Operational Risks The land underlying three of our hotels and/or meeting facilities is subject to a ground lease; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we could be materially and adversely affected.
Operational Risks The land underlying certain of our hotels and/or meeting facilities is subject to a ground lease; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we could be materially and adversely affected.
The credit agreement governing our revolving credit facility and our corporate credit facility term loans as well as the indentures governing our Senior Notes contain customary covenants with which we must comply, which limit the discretion of management with respect to certain business matters.
The credit agreement governing our revolving credit facility and our corporate credit facility term loans as well as the indentures contain customary covenants with which we must comply, which limit the discretion of management with respect to certain business matters.
We believe that we qualified to be taxed as a REIT for U.S. federal income tax purposes for our taxable year ended December 31, 2024, and we intend to continue operating in such a manner.
We believe that we qualified to be taxed as a REIT for U.S. federal income tax purposes for our taxable year ended December 31, 2025, and we intend to continue operating in such a manner.
Additionally, certain disclosures, targets, goals or commitments may be based on assumptions, estimates, hypothetical expectations, or third-party information, which are necessarily uncertain and may be prone to errors or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.
Additionally, certain disclosures, targets, goals or commitments may be based on assumptions, estimates, hypothetical expectations, or third-party information, which are necessarily uncertain and may be prone to errors or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many corporate responsibility matters.
The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated differences in our operating results, liquidity, or financial condition; • changes in our revenues, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA real estate ("EBITDAre"), Adjusted EBITDAre ("Adjusted EBITDAre"), Funds From Operations ("FFO"), Adjusted FFO ("Adjusted FFO"), or earnings estimates; • publication of research reports about us, our hotels, or the lodging or overall real estate industry; • failure to meet earnings guidance that we may provide periodically or analysts’ revenue or earnings estimates; • the extent of institutional investor interest in us; • the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities; • additions and departures of key personnel; • the performance and market valuations of other similar companies; • strategic actions by us or our competitors, such as mergers, acquisitions or restructurings; • fluctuations in the stock price and operating results of our competitors; • the passage of legislation or other regulatory developments that adversely affect us or our industry; • the realization of any of the other risk factors presented in this Annual Report; • speculation in the press or investment community; • changes in accounting principles; • events beyond our control, such as wars, terrorist or cyber-attacks, travel-related health concerns, including pandemics, government shutdowns and closures, and natural disasters; and • general market and economic conditions, including factors unrelated to our operating performance, including inflationary pressures and concerns over an economic slowdown.
The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including: • actual or anticipated differences in our operating results, liquidity, or financial condition; • changes in our revenues, Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA real estate ("EBITDAre"), Adjusted EBITDAre ("Adjusted EBITDAre"), Funds From Operations ("FFO"), Adjusted FFO ("Adjusted FFO"), or earnings estimates; • publication of research reports about us, our hotels, or the lodging or overall real estate industry; • failure to meet earnings guidance that we may provide periodically or analysts’ revenue or earnings estimates; • the extent of institutional investor interest in us; • the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities; • additions and departures of key personnel; • the performance and market valuations of other similar companies; • strategic actions by us or our competitors, such as mergers, acquisitions or restructurings; • fluctuations in the stock price and operating results of our competitors; • the passage of legislation or other regulatory developments that adversely affect us or our industry; • the realization of any of the other risk factors presented in this Annual Report; • speculation in the press or investment community; • changes in accounting principles; • events beyond our control, such as wars, terrorist or cyber-attacks, travel-related health concerns, including pandemics, government shutdowns and closures, and natural disasters; and • general market and economic conditions, including factors unrelated to our operating performance, including inflationary pressures and concerns over an economic slowdown. 29 Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company.
We reserved 11,750,000 shares of our common stock for issuance or transfer pursuant to awards under the Plan, which may be amended from time to time and may increase the number of shares of our common stock for issuance. For a more detailed description of the Plan, see "Part III-Item 12.
We reserved 14,000,000 shares of our common stock for issuance or transfer pursuant to awards under the Plan, which may be amended from time to time and may increase the number of shares of our common stock for issuance. For a more detailed description of the Plan, see "Part III-Item 12.
Risks Related to Our Business and Strategy The majority of our hotels operate under the Marriott and Hyatt brand families; therefore, we are subject to risks associated with concentrating our portfolio in two brand families. In our portfolio, 23 of the 31 hotels that we owned as of December 31, 2024 operate under brands owned by Marriott and Hyatt.
Risks Related to Our Business and Strategy The majority of our hotels operate under the Marriott and Hyatt brand families; therefore, we are subject to risks associated with concentrating our portfolio in two brand families. In our portfolio, 23 of the 30 hotels that we owned as of December 31, 2025 operate under brands owned by Marriott and Hyatt.
The third-party hotel management companies that operate our hotels rely on information technology networks and systems, including the Internet and cloud-based storage systems, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, reservations, billing, building and property management systems, point of sale systems, and operating data.
The third-party hotel management companies that operate our hotels rely on information technology networks and systems, such as the Internet, hardware, software and cloud-based storage systems, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, reservations, billing, building and property management systems, point of sale systems, and operating data (collectively, "IT systems").
Simultaneously, there are efforts by some stakeholders to reduce companies' efforts on certain ESG-related matters. Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.
Simultaneously, there are efforts by some stakeholders to reduce companies' efforts on certain corporate responsibility matters. Both advocates and opponents to certain corporate responsibility matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives.
The credit agreements also contain financial covenants relating to our maximum total leverage ratio, maximum secured leverage ratio, maximum secured recourse leverage ratio, minimum fixed charge coverage ratio, minimum consolidated tangible net worth, minimum unsecured interest coverage ratio and maximum unencumbered leverage ratio.
The credit agreement also contains financial covenants relating to our maximum total leverage ratio, maximum secured leverage ratio, maximum secured recourse leverage ratio, minimum fixed charge coverage ratio, minimum consolidated tangible net worth, minimum unsecured interest coverage ratio and maximum unencumbered leverage ratio.
We own 95.8% of the Operating Partnership Units and the remaining 4.2% of the Operating Partnership Units are owned by the other limited partners comprised of our executive officers and current or former members of our Board of Directors. However, in connection with our future acquisition of properties or otherwise, we may issue Operating Partnership Units to third-parties.
We own 94.4% of the Operating Partnership Units and the remaining 5.6% of the Operating Partnership Units are owned by the other limited partners comprised of our executive officers and current or former members of our Board of Directors. However, in connection with our future acquisition of properties or otherwise, we may issue Operating Partnership Units to third-parties.
Any of the foregoing could cause the market price of our common stock to decline significantly. The indentures governing the Senior Notes (the “indentures”) may limit our ability to make dividends, distributions and other restricted payments.
Any of the foregoing could cause the market price of our common stock to decline significantly. The indentures may limit our ability to make dividends, distributions and other restricted payments.
Accordingly, we only own a long-term leasehold or similar interest in all or a portion of these three hotels. The average remaining term of the ground leases, assuming no renewal options are exercised, is approximately 34 years. Assuming all renewal options are exercised, the average remaining term is 67 years.
Accordingly, we only own a long-term leasehold or similar interest in all or a portion of these hotels. The average remaining term of the ground leases, assuming no renewal options are exercised, is approximately 44 years. Assuming all renewal options are exercised, the average remaining term is 69 years.
If we were to lose a brand license, the underlying value of a particular hotel could decline significantly from the loss of associated name recognition, marketing support, participation in guest loyalty programs and the centralized reservation system provided by the franchisor or brand manager, which could require us to recognize an impairment on the hotel.
If we were to lose a brand license, or if the brand managers fail to defend their intellectual property rights, the underlying value of a particular hotel could decline significantly from the loss of associated name recognition, marketing support, participation in 18 guest loyalty programs and the centralized reservation system provided by the franchisor or brand manager, which could require us to recognize an impairment on the hotel.
Furthermore, if one or more of the analysts who do cover us 30 downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or our industry, the price of our common stock could decline.
We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or our industry, the price of our common stock could decline.
Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG practices.
Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their corporate responsibility practices.
If the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. If the fair value of a derivative contract is negative, we owe the counterparty, which creates a risk that we may not be able to pay such amounts.
If the fair value of a derivative contract is negative, we owe the counterparty, which creates a risk that we may not be able to pay such amounts.
For taxable years beginning before January 1, 2026, non-corporate taxpayers may deduct up to 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT stockholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations.
Non-corporate taxpayers may deduct up to 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT stockholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations.
The COVID-19 pandemic resulted in significant disruption and additional risks to our business, the lodging, hospitality, and travel industries, and the global economy. While our business has mostly recovered compared to pre-COVID-19 pandemic results in 2019, potential concerns about public health either related to COVID-19 or otherwise may impact travel demand and consumer confidence in the future.
The COVID-19 pandemic resulted in significant disruption and additional risks to our business, the lodging, hospitality, and travel industries, and the global economy. Potential concerns about public health either related to COVID-19 or otherwise may impact travel demand and consumer confidence in the future.
Negotiations of collective bargaining agreements, attempts by labor organizations to organize additional hotels, departments within our hotels or groups of employees or changes in labor laws could disrupt our operations, increase our labor costs or interfere with the ability of our management to focus on executing our business strategies.
Negotiations of collective bargaining agreements, attempts by labor organizations to organize additional hotels, departments within our hotels or groups of employees or changes in labor laws that make it easier for unions to organize groups of our third-party hotel managers' employees could disrupt our operations, increase our labor costs or interfere with the ability of our management to focus on executing our business strategies.
Accordingly, if we lose one or more franchise licenses or brand management agreements, it could materially and adversely affect our results of operations and profitability as well as limit or slow our future growth. 18 Our acquisition, redevelopment, repositioning, renovation and re-branding activities are subject to various risks, any of which could, among other things, result in disruptions to our hotel operations, strain management resources and materially and adversely affect our results of operations and profitability as well as limit or slow our future growth.
Our acquisition, redevelopment, repositioning, renovation and re-branding activities are subject to various risks, any of which could, among other things, result in disruptions to our hotel operations, strain management resources and materially and adversely affect our results of operations and profitability as well as limit or slow our future growth.
Thus, our Board of Directors could authorize us to issue shares of preferred stock with terms and conditions that could subordinate the rights of the holders of our common stock or shares of preferred stock or common stock that could have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock. 32 Our conflict of interest policy may not be successful in eliminating the influence of future conflicts of interest that may arise between us and our directors, officers and employees.
Thus, our Board of Directors could authorize us to issue shares of preferred stock with terms and conditions that could subordinate the rights of the holders of our common stock or shares of preferred stock or common stock that could have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock.
We lease the land underlying three of our hotels and/or meeting facilities from third-parties as of December 31, 2024. Two of these hotels are subject to ground leases that cover all of the land underlying the respective hotel, and the third is subject to a ground lease that covers a portion of the land.
We lease the land underlying certain of our hotels and/or meeting facilities from third-parties as of December 31, 2025. One of these hotels is subject to a ground lease that covers all of the land underlying the respective hotel, and the second is subject to a ground lease that covers a portion of the land.
In some cases, it will be difficult to anticipate or immediately detect such incidents and the damage caused thereby. Any significant breakdown, invasion, destruction, interruption or leakage of our third-party hotel managers’ systems could harm us, and we may be financially responsible for certain damages arising out of the harm such events cause to third-parties pursuant to our management agreements.
Any significant breakdown, invasion, destruction, interruption or leakage of our or our third-party hotel managers' IT systems could harm us, and we may be financially responsible for certain damages arising out of the harm such events to third-parties pursuant to our management agreements.
Significant sales of our common stock, or the perception that significant sales of such shares could occur, may cause the price of our common stock to decline significantly.
These broad market fluctuations may adversely affect the trading price of our common stock. Significant sales of our common stock, or the perception that significant sales of such shares could occur, may cause the price of our common stock to decline significantly.
We have a concentration of hotels in Texas, California and Florida. Specifically, as of December 31, 2024, approximately 23%, 20%, and 12% of rooms in our portfolio were located in Texas, California and Florida, respectively.
We have a concentration of hotels in California, Texas and Florida. Specifically, as of December 31, 2025, approximately 22%, 18% and 13% of rooms in our portfolio were located in California, Texas and Florida, respectively.
Our hotels incur costs to comply with these environmental, health and safety laws and regulations and could be subject to fines and penalties for non-compliance with applicable requirements, as well as claims from contamination or exposure to harmful substances or environmental conditions.
Our hotels incur costs to comply with these environmental, health and safety laws and regulations and could be subject to fines and penalties for non-compliance with applicable requirements, as well as claims from contamination or exposure to harmful substances or environmental conditions. There is also increasing attention from various policymakers to novel contaminants, including per- and polyfluoroalkyl substances (PFAS).
Separately, the SEC has proposed disclosure requirements that would require companies to disclose a range of climate-related information, which may require us to incur substantial monitoring and compliance costs. Consumers are also increasingly aware of the climate change-related impact of travel and may change their traveling preferences or behaviors as a result.
Separately, various policymakers (including the State of California) have adopted disclosure requirements for a range of climate-related information, which may require us to incur substantial monitoring and compliance costs. Consumers are also increasingly aware of the climate change-related impact of travel and may change their traveling preferences or behaviors as a result.
If we are unable to maintain good relationships with third-party hotel managers and franchisors, profitability could decrease and our growth potential may be adversely affected.
An adverse result in any of these proceedings could materially and adversely affect our revenues and profitability. If we are unable to maintain good relationships with third-party hotel managers and franchisors, profitability could decrease and our growth potential may be adversely affected.
The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts.
If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline. The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business.
If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of hotels on disadvantageous terms or at times which may not permit us to receive an attractive return on our investments, potentially resulting in losses adversely affecting cash flow from operating activities.
If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of hotels on disadvantageous terms or at times which may not permit us to receive an attractive return on our investments, potentially resulting in losses adversely affecting cash flow from operating activities. 21 Borrowings may reduce the funds available for distribution and increase the risk of loss since defaults may cause us to lose the properties securing the loans.
As a result, such incidents could have a material impact on our business and adversely affect our financial condition, financial reporting abilities, and results of operations. 19 Certain of our third-party hotel management companies, including Marriott, Hilton and Kimpton, and various other vendors used by our third-party hotel management companies have publicly released statements disclosing cyber-attacks and/or unauthorized access to their guest reservation, point-of-sale systems, and other sensitive databases, some of which have or may have impacted our hotels and the guests that have used our hotels' services and amenities.
For example, certain of our third-party hotel management companies, including Marriott, Hilton and Kimpton, and various other vendors used by our third-party hotel management companies have publicly released statements disclosing cyber-attacks and/or unauthorized access to their guest reservation, point-of-sale systems, and other sensitive databases, some of which impacted our hotels and the guests that have used our hotels' services and amenities.
Even if a substantial number of issuances or sales of shares of our common stock are not affected, the mere perception of the possibility of these sales could depress the market price of our common stock and have a negative effect on our ability to raise capital in the future. 29 In addition, anticipated downward pressure on our common stock price due to actual or anticipated issuances or sales of common stock could cause some institutions or individuals to engage in short sales of our common stock, which may itself cause the price of our common stock to decline.
Even if a substantial number of issuances or sales of shares of our common stock are not affected, the mere perception of the possibility of these sales could depress the market price of our common stock and have a negative effect on our ability to raise capital in the future.
Further, we may incur costs related to claims for which we have appropriate third-party indemnity, but such third-parties fail to fulfill their contractual obligations. 16 Management, Franchising and Development Risks We are dependent on the performance of the third-party hotel management companies that manage the operations of each of our hotels and could be materially and adversely affected if such third-party managers do not properly manage our hotels or otherwise act in our best interests.
Management, Franchising and Development Risks We are dependent on the performance of the third-party hotel management companies that manage the operations of each of our hotels and could be materially and adversely affected if such third-party managers do not properly manage our hotels or otherwise act in our best interests.
They may purchase some of their information technology from vendors, on whom our and their systems will depend, and the third-party hotel managers will rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information, including personally identifiable information.
Third-party hotel managers often rely on commercially available IT systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information, including personally identifiable information.
In addition, third-parties may seek recovery from owners or operators for personal injury associated with exposure to asbestos-containing building materials. 34 When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants.

… 69 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+2 added−2 removed6 unchanged
Biggest changeOur management team, including the ERMC and our Vice President of Information Technology and our legal and compliance function, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Biggest changeOur Vice President of Information Technology is primarily responsible for assessing and managing our material risks from cybersecurity threats, and helps to supervise both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Vice President of Information Technology has over 20 years of experience in information technology and cybersecurity and has received training in cyber incident response.
Key elements of our corporate-level cybersecurity risk management program include the following: • risk assessments designed to help identify material cybersecurity risks to our critical corporate network systems and corporate information; • a security function principally responsible for managing at the corporate-level (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our corporate security controls; • a cybersecurity awareness training of our corporate employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents that impact Xenia’s corporate systems and information; and • a third-party risk management process for key service providers, suppliers, and vendors that support our corporate functions based on our assessment of their respective risk profiles.
Key elements of our corporate-level cybersecurity risk management program include the following: • risk assessments designed to help identify material cybersecurity risks to our critical corporate network systems and corporate information; • a security function principally responsible for managing at the corporate-level (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our corporate security controls; • a cybersecurity awareness training of our corporate employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents that impact Xenia’s corporate systems and information; and • a third-party risk management process for key service providers that support our corporate functions consisting of diligence and contracting processes that are based on our assessment of their respective risk profiles and operational criticality.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our corporate operations, business strategy, results of operations, or financial condition. See "Part I-Item 1A.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our corporate operations, business strategy, results of operations, or financial condition.
Our management team stays informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents that impact our corporate systems and information through various means, which may include briefings from internal and external security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the corporate IT environment. 39
Our Vice President of Information Technology and management team work together closely to stay informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity risks and incidents that impact our corporate systems and information through various means, which may include briefings from internal and external security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the corporate IT environment. 39
Risk Factors - Technology and Information Systems Risks." As noted above, given our status as a REIT, we do not have actual or contractual access to the systems or information maintained by the property operators, managers and franchisors and we must rely on such operators’, managers’ and franchisors' programs and processes to protect the properties in which we invest.
Risk Factors - Technology and Information Systems Risks." As noted above, given our status as a REIT, we do not have actual or contractual access to the systems or information maintained by the property operators, managers and franchisors and we must rely on such operators’, managers’ and franchisors' programs and processes to protect the properties in which we invest. 38 Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
Board members receive presentations on cybersecurity topics from our enterprise risk management committee ("ERMC") and internal information technology security staff as part of the Board of Directors’ continuing education on topics that impact public companies.
The Board of Directors also receives periodic briefings from management on our cyber risk management program, including any significant incidents, as well as presentations on cybersecurity topics from our enterprise risk management committee ("ERMC") and internal information technology security staff as part of the Board of Directors’ continuing education on topics that impact public companies.
Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program described above. The Audit Committee receives periodic reports from management on our cybersecurity risks.
The Audit Committee oversees management’s implementation of our cybersecurity risk management program described above. The Audit Committee reports to the Board of Directors regarding its activities, including those related to cybersecurity.
Removed
In addition, management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. 38 The Audit Committee reports to the Board of Directors regarding its activities, including those related to cybersecurity. The Board of Directors also receives periodic briefings from management on our cyber risk management program.
Added
For information on the ongoing risks from cybersecurity threats experienced by our business, please refer to "Part I-Item 1A.
Removed
Our management team’s experience includes a key employee with over 20 years of experience in information technology and cybersecurity and various members of the senior management team with significant training in cyber incident response.
Added
Our Vice President of Information Technology reports regularly to our ERMC and our senior management team, which in turn, periodically brief the Audit Committee and Board of Directors on our cybersecurity risk management program, significant incidents and related matters.

Item 2. Properties

Properties — owned and leased real estate

22 edited+1 added−1 removed36 unchanged
Biggest changeGround Leases The following table summarizes the remaining primary term, renewal rights, purchase rights and monthly base rent as of December 31, 2024 associated with land underlying our hotels and meeting facilities that we lease from third-parties: Property Current Lease Term Expiration Renewal Rights / Purchase Rights Current Monthly Minimum or Base Rent (1) Base Rent Increases at Renewal Lease Type Ground Lease: Entire Property Hyatt Regency Santa Clara April 30, 2035 4 x 10 years, 1 x 9 years (2) $68,904 (3) Increases if lessee exercises its option to expand at which time base rent will be increased by $800 for each additional hotel room in excess of 500 Triple Net The Ritz-Carlton, Pentagon City May 7, 2040 2 x 25 years $53,375 Fair market rent adjustment at commencement of lease renewal Triple Net Ground Lease: Partial Property Convention Center at Marriott Woodlands Waterway Hotel & Convention Center June 30, 2100 No renewal rights $13,097 (3) Not applicable Triple Net (1) In addition to minimum rent, the Company may owe percentage rent.
Biggest changeThe following table summarizes the remaining primary term, renewal rights, purchase rights and monthly base rent as of December 31, 2025 associated with the ground leases and real estate agreement we have with third-parties: Property Current Lease Term Expiration Renewal Rights / Purchase Rights Current Monthly Minimum or Base Rent Base Rent Increases at Renewal Ground Lease: Entire Property The Ritz-Carlton, Pentagon City May 7, 2040 2 x 25 years $53,375 (1) Fair market rent adjustment at commencement of lease renewal Ground Lease: Partial Property Convention Center at Marriott Woodlands Waterway Hotel & Convention Center June 30, 2100 No renewal rights $13,195 (2) Not applicable Real Estate Agreement: Ballroom Space Hyatt Regency Santa Clara April 30, 2084 No renewal rights $35,571 (3) Not applicable (1) In addition to minimum rent, the Company may owe percentage rent.
The incentive management fees are generally 30% of net operating income (or other similar metrics, as defined in the management agreement) remaining after deducting a priority return typically equal to 9.25% of total capital investment in the hotel. We also pay certain accounting services fees to the management companies under a majority of the agreements.
The incentive management fees are generally 30% of net operating income (or other similar metrics, as defined in the applicable management agreement) remaining after deducting a priority return typically equal to 9.25% of total capital investment in the hotel. We also pay certain accounting services fees to the management companies under a majority of the agreements.
Approximately 5% of our portfolio (by room count as of December 31, 2024) are also operated under distinct franchise agreements, which we refer to as "franchised hotels." Approximately 95% of our portfolio (by room count as of December 31, 2024) are operated pursuant to a management agreement, which we refer to as "brand-managed hotels." Below is a general overview of the management and franchise agreements for our hotels, summarizing the principal terms found in each type of agreement.
Approximately 5% of our portfolio (by room count as of December 31, 2025) are also operated under distinct franchise agreements, which we refer to as "franchised hotels." Approximately 95% of our portfolio (by room count as of December 31, 2025) are operated pursuant to a management agreement, which we refer to as "brand-managed hotels." Below is a general overview of the management and franchise agreements for our hotels, summarizing the principal terms found in each type of agreement.
To ensure our compliance, the franchise agreements specify that we must make the hotel available for quality inspections by the franchisor. We are also required to participate in the applicable loyalty rewards program for each brand. Term Our franchise agreements have initial terms of 20 years, with an average remaining initial term of approximately eight years.
To ensure our compliance, the franchise agreements specify that we must make the hotel available for quality inspections by the franchisor. We are also required to participate in the applicable loyalty rewards program for each brand. Term Our franchise agreements have initial terms of 20 years, with an average remaining initial term of approximately seven years.
(3) "L" refers to Luxury and "UU" refers to Upper Upscale as defined by STR. (4) These properties are subject to mortgage debt as of December 31, 2024. (5) These hotels are subject to a ground lease that covers all or part of the land underlying the hotel. See "Part I-Item 2.
(3) "L" refers to Luxury and "UU" refers to Upper Upscale as defined by STR. (4) These properties are subject to mortgage debt as of December 31, 2025. (5) These hotels are subject to a ground lease that covers all or part of the land underlying the hotel. See "Part I-Item 2.
Term The management agreements for our franchised hotels generally contain initial terms between 15 and 20 years with an average remaining initial term of approximately five years. None of these agreements contemplate a renewal or extension of the initial term or can be extended without our consent.
Term The management agreements for our franchised hotels generally contain initial terms between 15 and 20 years with an average remaining initial term of approximately four years. None of these agreements contemplate a renewal or extension of the initial term or can be extended without our consent.
In addition, some of the franchise agreements require that we provide the franchisor with a right of first refusal in the event of certain sales or transfers of a hotel and almost all of our agreements provide the franchisor the right to approve any change in the hotel’s management company.
In addition, the franchise agreements require that we provide the franchisor with a right of first refusal in the event of certain sales or transfers of a hotel and all of our agreements provide the franchisor the right to approve any change in the hotel’s management company.
The Ritz-Carlton, Pentagon City incurs the greater of (i) minimum base rent or (ii) five percent (5%) of rooms revenues and, for the years ended December 31, 2024, 2023 and 2022, percentage rent exceeded minimum base rent.
The Ritz-Carlton, Pentagon City incurs the greater of (i) minimum base rent or (ii) five percent (5%) of rooms revenues and, for the years ended December 31, 2025, 2024 and 2023, percentage rent exceeded minimum base rent.
Item 2. Properties We lease our corporate headquarters located at 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801. Hotel Properties As of December 31, 2024, we owned a portfolio of 31 hotels and resorts across 14 states.
Item 2. Properties We lease our corporate headquarters located at 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801. Hotel Properties As of December 31, 2025, we owned a portfolio of 30 hotels and resorts across 14 states.
The following table sets forth our brand affiliations as of December 31, 2024: Number of Hotels Number of Rooms Percentage of Total Rooms Marriott Autograph Collection 4 472 5.0 % Marriott 3 1,452 15.4 % Renaissance 1 522 5.5 % The Ritz-Carlton 2 570 6.1 % W 1 346 3.7 % Westin 2 875 9.3 % Subtotal 13 4,237 45.0 % Hyatt Andaz 3 451 4.8 % Grand Hyatt 1 491 5.2 % Hyatt Centric 1 120 1.3 % Hyatt Regency 3 1,884 20.0 % Park Hyatt 1 327 3.5 % The Unbound Collection 1 119 1.3 % Subtotal 10 3,392 36.1 % Fairmont 2 730 7.8 % Kimpton 4 637 6.8 % Loews 1 285 3.0 % Hilton - Waldorf Astoria 1 127 1.3 % Total portfolio 31 9,408 100 % 40 Our Hotels The following table provides a list of our portfolio as of December 31, 2024 (1) : Hotel Rooms Year Acquired/Opened State Brand Affiliation Hotel Management Company (2) Chain Scale Segment (3) Andaz Napa (4) 141 2013 CA Hyatt Hyatt L Andaz San Diego 159 2013 CA Hyatt Hyatt L Andaz Savannah 151 2013 GA Hyatt Hyatt L Bohemian Hotel Savannah Riverfront, Autograph Collection 75 2012 GA Marriott Kessler UU Fairmont Dallas 545 2011 TX Fairmont Accor L Fairmont Pittsburgh 185 2018 PA Fairmont Accor L Grand Bohemian Hotel Charleston, Autograph Collection 50 2015 SC Marriott Kessler UU Grand Bohemian Hotel Mountain Brook, Autograph Collection 99 2015 AL Marriott Kessler UU Grand Bohemian Hotel Orlando, Autograph Collection (4) 248 2012 FL Marriott Kessler UU Grand Hyatt Scottsdale Resort 491 2017 AZ Hyatt Hyatt L Hyatt Centric Key West Resort & Spa 120 2013 FL Hyatt Hyatt UU Hyatt Regency Grand Cypress 779 2017 FL Hyatt Hyatt UU Hyatt Regency Portland at the Oregon Convention Center 600 2019 OR Hyatt Hyatt UU Hyatt Regency Santa Clara (5) 505 2013 CA Hyatt Hyatt UU Kimpton Canary Hotel Santa Barbara 97 2015 CA Kimpton Kimpton UU Kimpton Hotel Monaco Salt Lake City 225 2013 UT Kimpton Kimpton UU Kimpton Hotel Palomar Philadelphia 230 2015 PA Kimpton Kimpton UU Kimpton RiverPlace Hotel 85 2015 OR Kimpton Kimpton UU Loews New Orleans Hotel 285 2013 LA Loews Loews L Marriott Dallas Downtown 416 2010 TX Marriott Marriott UU Marriott San Francisco Airport Waterfront (4) 688 2012 CA Marriott Marriott UU Marriott Woodlands Waterway Hotel & Convention Center (5) 348 2007 TX Marriott Marriott UU Park Hyatt Aviara Resort, Golf Club & Spa 327 2018 CA Hyatt Hyatt L Renaissance Atlanta Waverly Hotel & Convention Center 522 2012 GA Marriott Renaissance UU Royal Palms Resort & Spa, The Unbound Collection by Hyatt 119 2017 AZ Hyatt Hyatt L The Ritz-Carlton, Denver 205 2018 CO Marriott Marriott L The Ritz-Carlton, Pentagon City (5) 365 2017 VA Marriott Marriott L W Nashville 346 2022 TN Marriott Marriott L Waldorf Astoria Atlanta Buckhead 127 2018 GA Hilton Waldorf Astoria L Westin Galleria Houston 469 2013 TX Marriott Westin UU Westin Oaks Houston at the Galleria 406 2013 TX Marriott Westin UU (1) Includes only the hotels in our portfolio as of December 31, 2024.
The following table sets forth our brand affiliations as of December 31, 2025: Number of Hotels Number of Rooms Percentage of Total Rooms Marriott Autograph Collection 4 472 5.3 % Marriott 3 1,452 16.4 % Renaissance 1 522 5.9 % The Ritz-Carlton 2 570 6.4 % W 1 346 3.9 % Westin 2 875 9.9 % Subtotal 13 4,237 47.8 % Hyatt Andaz 3 451 5.1 % Grand Hyatt 1 496 5.6 % Hyatt Centric 1 120 1.4 % Hyatt Regency 3 1,884 21.2 % Park Hyatt 1 327 3.7 % The Unbound Collection 1 119 1.3 % Subtotal 10 3,397 38.3 % Kimpton 4 637 7.2 % Loews 1 285 3.2 % Fairmont 1 185 2.1 % Hilton - Waldorf Astoria 1 127 1.4 % Total portfolio 30 8,868 100.0 % 40 Our Hotels The following table provides a list of our portfolio as of December 31, 2025 (1) : Hotel Rooms Year Acquired/Opened State Brand Affiliation Hotel Management Company (2) Chain Scale Segment (3) Andaz Napa (4) 141 2013 CA Hyatt Hyatt L Andaz San Diego 159 2013 CA Hyatt Hyatt L Andaz Savannah 151 2013 GA Hyatt Hyatt L Bohemian Hotel Savannah Riverfront, Autograph Collection 75 2012 GA Marriott Kessler UU Fairmont Pittsburgh 185 2018 PA Fairmont Accor L Grand Bohemian Hotel Charleston, Autograph Collection 50 2015 SC Marriott Kessler UU Grand Bohemian Hotel Mountain Brook, Autograph Collection 99 2015 AL Marriott Kessler UU Grand Bohemian Hotel Orlando, Autograph Collection (4) 248 2012 FL Marriott Kessler UU Grand Hyatt Scottsdale Resort 496 2017 AZ Hyatt Hyatt L Hyatt Centric Key West Resort & Spa 120 2013 FL Hyatt Hyatt UU Hyatt Regency Grand Cypress 779 2017 FL Hyatt Hyatt UU Hyatt Regency Portland at the Oregon Convention Center 600 2019 OR Hyatt Hyatt UU Hyatt Regency Santa Clara 505 2013 CA Hyatt Hyatt UU Kimpton Canary Hotel Santa Barbara 97 2015 CA Kimpton Kimpton UU Kimpton Hotel Monaco Salt Lake City 225 2013 UT Kimpton Kimpton UU Kimpton Hotel Palomar Philadelphia 230 2015 PA Kimpton Kimpton UU Kimpton RiverPlace Hotel 85 2015 OR Kimpton Kimpton UU Loews New Orleans Hotel 285 2013 LA Loews Loews L Marriott Dallas Downtown 416 2010 TX Marriott Marriott UU Marriott San Francisco Airport Waterfront (4) 688 2012 CA Marriott Marriott UU Marriott Woodlands Waterway Hotel & Convention Center (5) 348 2007 TX Marriott Marriott UU Park Hyatt Aviara Resort, Golf Club & Spa 327 2018 CA Hyatt Hyatt L Renaissance Atlanta Waverly Hotel & Convention Center 522 2012 GA Marriott Renaissance UU Royal Palms Resort & Spa, The Unbound Collection by Hyatt 119 2017 AZ Hyatt Hyatt L The Ritz-Carlton, Denver 205 2018 CO Marriott Marriott L The Ritz-Carlton, Pentagon City (5) 365 2017 VA Marriott Marriott L W Nashville 346 2022 TN Marriott Marriott L Waldorf Astoria Atlanta Buckhead 127 2018 GA Hilton Waldorf Astoria L Westin Galleria Houston 469 2013 TX Marriott Westin UU Westin Oaks Houston at the Galleria 406 2013 TX Marriott Westin UU (1) Includes only the hotels in our portfolio as of December 31, 2025.
Our Brand Affiliations Our portfolio of hotels primarily operates under premium brands, with approximately 81.1% of our rooms operating under Marriott or Hyatt brands.
Our Brand Affiliations Our portfolio of hotels primarily operates under premium brands, with approximately 86.1% of our rooms operating under Marriott or Hyatt brands.
The incentive management fees range from 8% to 30% of net operating income (or other similar metrics, such as gross operating profit, as defined in the management agreement) remaining after deducting a priority return typically equal to 8.5% to 11% of total capital investment in the hotel.
The incentive management fees range from 8% to 30% of net operating income (or other similar metrics, such as gross operating profit, as defined in the applicable management agreement) remaining after deducting a priority return ranging from to 8.5% to 11% of total capital investment in the hotel.
The average remaining term of our management agreements assuming the exercise of all renewal options is approximately 26 years.
The average remaining term of our management agreements assuming the exercise of all renewal options is approximately 25 years.
Of our brand-managed hotels, approximately 42% of our brand-managed hotels (by room count as of December 31, 2024) are managed by Marriott and its affiliates, approximately 38% are managed by Hyatt and the remainder are managed by management companies affiliated with a variety of other brands.
Of our brand-managed hotels, approximately 45% of our brand-managed hotels (by room count as of December 31, 2025) are managed by Marriott and its affiliates, approximately 40% are managed by Hyatt and the remainder are managed by management companies affiliated with a variety of other brands.
Our management agreements for franchised hotels also typically require FF&E reserves generally ranging between 4% and 5% of hotel revenues to be used for capital expenditures to maintain the quality of the hotels.
Our management agreements for franchised hotels also require FF&E reserves of 5% of hotel revenues to be used for capital expenditures to maintain the quality of the hotels.
Several of the management agreements for franchised hotels grant us a right to terminate without cause upon notice to the management company. In some instances, such termination requires the payment of a termination fee.
The management agreements for franchised hotels grant us a right to terminate without cause upon notice to the management company and payment of a termination fee.
Properties - Our Principal Agreements- Ground Leases" for more information. 41 Our Principal Agreements Hotel Management and Franchise Agreements In order to maintain our qualification as a REIT, we cannot directly or indirectly operate any of our hotels. We lease each of our 31 hotels to TRS lessees, which in turn engage property managers to manage our hotels.
Properties - Our Principal Agreements - Ground Leases and Real Estate Agreements" for more information. 41 Our Principal Agreements Hotel Management and Franchise Agreements In order to maintain our qualification as a REIT, we cannot directly or indirectly operate any of our hotels.
Sale of a Hotel In order to sell a hotel, the management agreements for franchised hotels require us to terminate the management agreement and pay a fee to the management company. However, in some cases, we may avoid such fees if the new owner is either assigned the agreement or enters into a new agreement with the management company.
Sale of a Hotel In order to sell a hotel, the management agreements for franchised hotels require either (i) the new owner is assigned the agreement or enters into a new agreement with the management company or (ii) the payment of a fee to the management company to terminate the agreement.
Each of our hotels is operated pursuant to a management agreement with an independent third-party hotel management company.
We lease each of our 30 hotels to TRS lessees, which in turn engage property managers to manage our hotels. Each of our hotels is operated pursuant to a management agreement with an independent third-party hotel management company.
(3) The base rent is adjusted periodically based on a calculation tied to the Consumer Price Index for the Convention Center at Marriott Woodlands Waterway Hotel & Convention Center and for a portion of the leased square footage at Hyatt Regency Santa Clara.
(2) The base rent is adjusted periodically based on a calculation tied to the Consumer Price Index for the Convention Center at Marriott Woodlands Waterway Hotel & Convention Center. The monthly minimum or base rent in this chart is for the period from January 1, 2025 through December 31, 2025.
In particular, Hyatt Regency Santa Clara incurs percentage rent based on a percentage of rooms revenue and ballroom receipts, which exceeded the minimum base rent for the years ended December 31, 2024, 2023 and 2022.
Hyatt Regency Santa Clara incurs the greater of (i) minimum base rent or (ii) five percent (5%) of ballroom revenues and, for the years ended December 31, 2025, 2024 and 2023, percentage rent did not exceed minimum base rent.
The monthly minimum or base rent in this chart is for the period from January 1, 2024 through December 31, 2024.
(3) The base rent is adjusted periodically based on a calculation tied to the Consumer Price Index for ballroom space at Hyatt Regency Santa Clara. The monthly minimum or base rent in this chart is for the period from January 1, 2025 through December 31, 2025. In addition to minimum rent, the Company may owe percentage rent.
Removed
(2) The Company has a right of first refusal to purchase all or a portion of certain areas covered by the two separate leases.
Added
Ground Leases and Real Estate Agreements During the year ended December 31, 2025, the Company purchased the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara in Santa Clara, California.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+0 added−4 removed12 unchanged
Biggest changeThe following table sets forth information regarding the Company's repurchases of shares of its common stock pursuant to its Repurchase Program during the quarter ended December 31, 2024: 48 Period Total Number of Shares Purchased Weighted- Average Price Paid Per Share Total Numbers of Shares Purchased as Part of Publicly Announced Plans Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Program (in thousands) October 1 to October 31, 2024 — $ — — $ 125,534 November 1 to November 30, 2024 515,876 $ 14.83 515,876 $ 117,885 December 1 to December 31, 2024 — $ — — $ 117,885 Total 515,876 $ 14.83 515,876 49
Biggest changeIssuer Purchases of Equity Securities The following table sets forth information regarding the Company's repurchases of shares of its common stock pursuant to its Repurchase Program (as defined below) during the quarter ended December 31, 2025: Period Total Number of Shares Purchased (1) Weighted- Average Price Paid Per Share Total Numbers of Shares Purchased as Part of Publicly Announced Plans Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Program (in thousands) October 1 to October 31, 2025 — $ — — $ 134,093 November 1 to November 30, 2025 2,697,110 $ 13.56 2,697,110 $ 97,527 December 1 to December 31, 2025 — $ — — $ 97,527 Total 2,697,110 $ 13.56 2,697,110 (1) Our Board of Directors has authorized a stock repurchase program pursuant to which we are authorized to repurchase our outstanding common stock, par value $0.01 per share, in the open market, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans (the "Repurchase Program").
Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The Repurchase Program does not have an expiration date. The Repurchase Program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of shares.
Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The Repurchase Program does not have an expiration date. The Repurchase Program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of shares. 48
Total return values were calculated assuming a $100 investment on December 31, 2019 with reinvestment of all dividends in (i) our common shares, (ii) the DJUSHL REIT Index, (iii) the Russell 2000 Index and (iv) the FTSE NAREIT Equity Index.
Total return values were calculated assuming a $100 investment on December 31, 2020 with reinvestment of all dividends in (i) our common shares, (ii) the DJUSHL REIT Index, (iii) the Russell 2000 Index and (iv) the FTSE NAREIT Equity Index.
In addition, our charter allows us to issue preferred stock that could have a preference over our common stock as to distributions and our Board of Directors could change our distribution policy in the future. 46 Common Stock The Company paid the following dividend on common stock during the year ended December 31, 2024 (1) : Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.12 March 31, 2024 March 28, 2024 April 15, 2024 $0.12 June 30, 2024 June 28, 2024 July 15, 2024 $0.12 September 30, 2024 September 30, 2024 October 15, 2024 $0.12 December 31, 2024 December 31, 2024 January 15, 2025 The Company paid the following dividend on common stock during the year ended December 31, 2023 (1) : Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.10 March 31, 2023 March 31, 2023 April 14, 2023 $0.10 June 30, 2023 June 30, 2023 July 14, 2023 $0.10 September 30, 2023 September 29, 2023 October 13, 2023 $0.10 December 31, 2023 December 29, 2023 January 12, 2024 (1) For income tax purposes, dividends paid per share on our common stock in 2023 and 2024 were 100% taxable as ordinary income.
In addition, our charter allows us to issue preferred stock that could have a preference over our common stock as to distributions and our Board of Directors could change our distribution policy in the future. 46 Common Stock The Company paid the following dividend on common stock during the year ended December 31, 2025 (1) : Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.14 March 31, 2025 March 31, 2025 April 15, 2025 $0.14 June 30, 2025 June 30, 2025 July 15, 2025 $0.14 September 30, 2025 September 30, 2025 October 15, 2025 $0.14 December 31, 2025 December 31, 2025 January 15, 2026 The Company paid the following dividend on common stock during the year ended December 31, 2024 (1) : Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $0.12 March 31, 2024 March 28, 2024 April 15, 2024 $0.12 June 30, 2024 June 28, 2024 July 15, 2024 $0.12 September 30, 2024 September 30, 2024 October 15, 2024 $0.12 December 31, 2024 December 31, 2024 January 15, 2025 (1) For income tax purposes, dividends paid per share on our common stock in 2024 and 2025 were 100% taxable as ordinary income.
Also as of February 21, 2025, there were 13 holders (other than our Company) of our Operating Partnership Units comprising certain of our executive officers and current or former members of our Board of Directors, which includes, with respect to such executive officers, unvested long-term incentive plan partnership units ("LTIP Units").
Also as of February 23, 2026, there were 13 holders (other than our Company) of our Operating Partnership Units comprising certain of our executive officers and current or former members of our Board of Directors, which includes, with respect to such executive officers, unvested long-term incentive plan partnership units ("LTIP Units").
The following graph provides a comparison of the cumulative total return on our common shares from December 31, 2019 to the NYSE closing price per share on December 31, 2024, with the cumulative total return on the Dow Jones U.S.
The following graph provides a comparison of the cumulative total return on our common shares from December 31, 2020 to the NYSE closing price per share on December 31, 2025, with the cumulative total return on the Dow Jones U.S.
Shareholder Information As of February 21, 2025, there were 9,665 holders of record of our outstanding common stock. This stockholder figure does not include a substantially greater number of "street name" holders, or beneficial holders, of our common stock whose shares are held by banks, brokers and other financial institutions.
Shareholder Information As of February 23, 2026, there were 9,070 holders of record of our outstanding common stock. This stockholder figure does not include a substantially greater number of "street name" holders, or beneficial holders, of our common stock whose shares are held by banks, brokers and other financial institutions.
LTIP Units may or may not vest based on the passage of time and meeting certain market-based performance objectives. Of the 4,496,674 LTIP Units outstanding at December 31, 2024, 1,911,731 units had vested and were eligible for redemption. Subject to certain restrictions, our Operating Partnership Units are redeemable for cash or, at our election, for our common shares.
LTIP Units may or may not vest based on the passage of time and meeting certain market-based performance objectives. Of the 5,504,207 LTIP Units outstanding at December 31, 2025, 2,817,894 units had vested and were eligible for redemption. Subject to certain restrictions, our Operating Partnership Units are redeemable for cash or, at our election, for our common shares.
The total return values do not include any dividends declared, but not paid, during the period. 47 The actual returns shown on the graph above are as follows: Value of Investment at December 31, Name 2019 2020 2021 2022 2023 2024 Xenia Hotels & Resorts, Inc. $ 100.00 $ 73.34 $ 87.38 $ 64.02 $ 68.29 $ 77.05 DJUSHL REIT Index 100.00 66.77 79.36 74.18 91.12 82.00 Russell 2000 Index 100.00 118.36 134.57 105.56 121.49 133.66 FTSE NAREIT Equity Index 100.00 88.48 122.96 89.74 97.77 102.23 Recent Sales of Unregistered Securities None.
The total return values do not include any dividends declared, but not paid, during the period. 47 The actual returns shown on the graph above are as follows: Value of Investment at December 31, Name 2020 2021 2022 2023 2024 2025 Xenia Hotels & Resorts, Inc. $ 100.00 $ 119.14 $ 87.29 $ 93.11 $ 105.06 $ 104.56 DJUSHL REIT Index 100.00 118.86 111.11 136.48 122.80 124.28 Russell 2000 Index 100.00 113.70 89.18 102.64 112.93 125.68 FTSE NAREIT Equity Index 100.00 138.98 101.42 110.50 115.54 114.14 Recent Sales of Unregistered Securities None.
Removed
Issuer Purchases of Equity Securities Our Board of Directors has authorized a stock repurchase program pursuant to which we are authorized to repurchase our outstanding common stock, par value $0.01 per share, in the open market, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans (the "Repurchase Program").
Removed
During the year ended December 31, 2024, 1,130,846 shares were repurchased under the Repurchase Program, at a weighted-average price of $14.02 per share for an aggregate purchase price of $15.8 million.
Removed
During the year ended December 31, 2023, 10,414,262 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.74 per share for an aggregate purchase price of $132.7 million.
Removed
During the year ended December 31, 2022, 1,912,794 shares were repurchased under the Repurchase Program, at a weighted-average price of $14.74 per share for an aggregate purchase price of $28.2 million. As of December 31, 2024, the Company had approximately $117.9 million remaining under its share repurchase authorization.

Item 7. Management's Discussion & Analysis

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

117 edited+15 added−40 removed82 unchanged
Biggest changeFinancing • Cash used in financing activities was $135.0 million and $222.1 million for the years ended December 31, 2024 and 2023, respectively. • Cash used in financing activities for the year ended December 31, 2024 was attributed to (i) the payoff of $464.7 million aggregate principal of the 2020 Senior Notes, (ii) the repayment of the prior corporate credit facility term loans totaling $225.0 million, (iii) the repurchase of common stock totaling $15.9 million, (iv) the payment of $47.9 million in dividends, (v) the payment of loan fees and issuance costs of $12.1 million in connection with the new senior unsecured credit facility and the issuance of the 2024 Senior Notes, (vi) principal payments of mortgage debt totaling $3.4 million, (vii) the redemption of Operating Partnership Units of $0.7 million and (viii) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.4 million, which was partially offset (x) by $400.0 million in proceeds from the issuance of the 2024 Senior Notes and (y) proceeds from the 2024 Initial Term Loan of $225.0 million and (z) proceeds from a $10 million draw on the Revolving Credit Facility. • Cash used in financing activities for the year ended December 31, 2023 was attributed to (i) the repurchase of common stock totaling $132.7 million, (ii) the repayment of the prior corporate credit facility term loan totaling $125.0 million, (iii) the repayment of mortgage debt totaling $99.5 million, (iv) the payment of $44.6 million in dividends, (v) the expenditure of $34.9 million for the repurchase and retirement of $35.3 million aggregate principal of the 2020 Senior Notes, (vi) the payment of loan fees and issuance costs of $5.6 million, (vii) principal payments of mortgage debt totaling $3.3 million, (viii) the redemption of Operating Partnership Units of $1.4 million and (ix) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.6 million, which was partially offset (y) by proceeds from the 2023 Term Loans totaling $225.0 million and (z) proceeds from the amendment of one mortgage loan of $0.4 million.
Biggest changeFinancing • Cash used in financing activities was $89.9 million and $135.0 million for the years ended December 31, 2025 and 2024, respectively. • Cash used in financing activities for the year ended December 31, 2025 was attributed to (i) the repurchase of common stock totaling $120.4 million, (ii) the payment of $54.2 million in dividends, (iii) the repayment of the Revolving Credit Facility of $20.0 million, (iv) principal payments of mortgage debt totaling $4.4 million, (v) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.6 million and (vi) the redemption of Operating Partnership Units for cash of $0.3 million, partially offset by the proceeds from the 2024 Delayed Draw Term Loan of $100.0 million and proceeds from a $10.0 million draw on the Revolving Credit Facility. • Cash used in financing activities for the year ended December 31, 2024 was attributed to (i) the payoff of $464.7 million aggregate principal of the 2020 Senior Notes, (ii) the repayment of the prior corporate credit facility term loans totaling $225.0 million, (iii) the repurchase of common stock totaling $15.9 million, (iv) the payment of $47.9 million in dividends, (v) the payment of loan fees and issuance costs of $12.1 million in connection with the new senior unsecured credit facility and the issuance of the 2024 Senior Notes, (vi) principal payments of mortgage debt totaling $3.4 million, (vii) the redemption of Operating Partnership Units of $0.7 million and (viii) shares redeemed to satisfy tax withholding on vested share-based compensation of $0.4 million, which was partially offset (x) by $400.0 million 65 in proceeds from the issuance of the 2024 Senior Notes and (y) proceeds from the 2024 Initial Term Loan of $225.0 million and (z) proceeds from a $10 million draw on the Revolving Credit Facility.
Our hotels are primarily operated and/or licensed by industry leaders such as Marriott, Hyatt, Fairmont, Kimpton, Loews, Hilton, and The Kessler Collection. We plan to grow our business through a differentiated acquisition strategy, proactive asset management and capital investment in our properties.
Our hotels are primarily operated and/or licensed by industry leaders such as Marriott, Hyatt, Kimpton, Fairmont, Loews, Hilton, and The Kessler Collection. We plan to grow our business through a differentiated acquisition strategy, proactive asset management and capital investment in our properties.
Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in the demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition.
Events or circumstances that may cause a review include, but are not limited to, when (1) a hotel property experiences a significant decrease in the market price of the long-lived asset, (2) a hotel property experiences a current or projected loss from operations combined with a history of operating or cash flow losses, (3) it becomes more likely than not that a hotel property will be sold before the end of its useful life, (4) an accumulation of costs is significantly in excess of the amount originally expected for the acquisition, construction or renovation of a long-lived asset, (5) adverse changes in demand occur for lodging at a specific property due to declining national or local economic conditions and/or new hotel construction in markets where the hotel is located, (6) there is a significant adverse change in legal factors or in the business climate that could affect the value of the long-lived asset and/or (7) there is a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition.
A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million.
A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million.
The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million. The Revolving Credit Facility matures in November 2028 and can be extended up to two additional six-month periods.
The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million. The Revolving Credit Facility matures in November 2028 and can be extended up to two additional six-month periods.
Occupancy and the type of customer staying at the hotel are major drivers of food and beverage expense (i.e., catered functions generally are more profitable than on-property food and beverage outlet sales), which correlates closely with food and beverage revenue. • Other direct expenses - These expenses primarily include labor and other costs associated with other revenues, such as parking and other guest services. • Other indirect expenses - These expenses primarily include hotel costs associated with general and administrative, state sales and excise taxes, sales and marketing, information technology and telecommunications, repairs and maintenance and utility costs. • Management and franchise fees - Base management fees are computed as a percentage of gross revenue.
Occupancy and the type of customer staying at the hotel are major drivers of food and beverage expense (i.e., catered functions generally are more profitable than on-property food and beverage outlet sales), which correlates closely with food and beverage revenue. • Other direct expenses - These expenses primarily include labor and other costs associated with other revenues, such as parking and other guest services. 50 • Other indirect expenses - These expenses primarily include hotel costs associated with general and administrative, state sales and excise taxes, sales and marketing, information technology and telecommunications, repairs and maintenance and utility costs. • Management and franchise fees - Base management fees are computed as a percentage of gross revenue.
We believe that the presentation of FFO provides useful supplemental information to investors 60 regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains or losses from sales for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance.
We believe that the presentation of FFO provides useful supplemental information to investors regarding our operating performance by excluding the effect of real estate depreciation and amortization, gains or losses from sales for real estate, impairments of real estate assets, extraordinary items and the portion of these items related to unconsolidated entities, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included herein this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this Annual Report. This discussion contains forward-looking statements about our business. These statements are based on current expectations and assumptions that are subject to risks and uncertainties.
As a result, changes in consumer demand and general business cycles can subject and have subjected our revenues to significant volatility. See "Part I-Item 1A. Risk Factors - Risks Related To The Hotel Industry." • Supply - New hotel room supply is an important factor that can affect the lodging industry’s performance.
As a result, changes in consumer demand and general business cycles can subject and 51 have subjected our revenues to significant volatility. See "Part I-Item 1A. Risk Factors - Risks Related To The Hotel Industry." • Supply - New hotel room supply is an important factor that can affect the lodging industry’s performance.
Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The Repurchase Program does not have an expiration date. The Repurchase Program may be suspended or discontinued at any time and does not obligate us to acquire any particular amount of shares.
Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. This Repurchase Program does not have an expiration date. The Repurchase Program may be suspended or discontinued at any time and does not obligate us to acquire any particular amount of shares.
The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable adjusted term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio.
The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio.
The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable adjusted term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio.
The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio.
Gain on business interruption insurance Gain on business interruption insurance was $2.3 million for the year ended December 31, 2024, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire that occurred in 2023.
Gain on business interruption insurance was $2.3 million for the year ended December 31, 2024, which was attributed to insurance proceeds, net of license and management fees, for a portion of lost income related to a restaurant kitchen fire which occurred in 2023.
We consider the following policies critical because they require the most difficult, subjective and complex judgments and include estimates about matters that are inherently uncertain, involve various assumptions, require management judgment, and because they are important for understanding and evaluating our 53 reported financial results.
We consider the following policies critical because they require the most difficult, subjective and complex judgments and include estimates about matters that are inherently uncertain, involve various assumptions, require management judgment, and because they are important for understanding and evaluating our reported financial results.
These costs as a percentage of revenue can increase based on increases in salaries, wages and benefits, as well as on the level of service and amenities that are provided. 51 • Food and beverage expenses - These expenses primarily include food, beverage and associated labor costs.
These costs as a percentage of revenue can increase based on increases in salaries, wages and benefits, as well as on the level of service and amenities that are provided. • Food and beverage expenses - These expenses primarily include food, beverage and associated labor costs.
In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”).
In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”).
To the extent we are able to successfully improve the performance of our portfolio, we believe this will result in increased operating cash flows. Additionally, we may meet our long-term liquidity requirements through additional borrowings, the issuance of equity and debt securities, which may not be available on advantageous terms or at all, and/or proceeds from the sale of hotels.
To the extent we are able to successfully improve the performance of our portfolio, we believe this will result in increased operating cash flows. Additionally, we may meet our long-term liquidity requirements through additional borrowings, the issuance of equity and debt securities, which may not be available on advantageous terms or at all, and/or proceeds from the sales of hotels.
We interact frequently with our management companies and on-site management personnel, including conducting regular meetings with key executives of our management companies and brands. Through these efforts, we seek to enhance the guest experience, improve property efficiencies, lower costs, maximize revenues, and grow property operating margins which we expect will increase long-term returns to our stockholders.
We interact frequently with our management companies and on-site management personnel, including conducting regular meetings with key executives of our management companies and brands. Through these efforts, we aim to enhance the guest experience, improve property efficiencies, lower costs, maximize revenues, and grow property operating margins, which we expect will increase long-term returns to our stockholders.
Loss on extinguishment of debt The loss on extinguishment of debt of $3.9 million for year ended December 31, 2024 was primarily attributable to the write-off of certain unamortized debt issuance costs associated with full redemption of the outstanding $464.7 million aggregate principal of the 2020 Senior Notes and refinancing of the prior revolving line of credit in November 2024.
Loss on extinguishment of debt The loss on extinguishment of debt of $3.9 million for the year ended December 31, 2024 was primarily attributable to the write-off of $2.0 million of certain unamortized debt issuance costs associated with full redemption of the outstanding $464.7 million aggregate principal of the 2020 Senior Notes and refinancing of the prior revolving line of credit in November 2024.
In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”).
In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million 62 senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”).
As of December 31, 2024, we were in compliance with all other debt covenants, current on all loan payments and not otherwise in default under the revolving credit facility, corporate credit facility term loans, remaining mortgage loans or Senior Notes.
As of December 31, 2025, we were in compliance with all other debt covenants, current on all loan payments and not otherwise in default under the Revolving Credit Facility, 2024 Term Loans, remaining mortgage loans or Senior Notes.
Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the consolidated statements of operations and comprehensive income. Market Outlook The U.S. lodging industry has historically exhibited a strong correlation to U.S. GDP, which increased at an annual rate of approximately 2.8% during 2024, according to the U.S.
Corporate costs directly associated with our executive offices, personnel and other administrative costs are reflected as general and administrative expenses on the consolidated statements of operations and comprehensive income. Market Outlook The U.S. lodging industry has historically exhibited a strong correlation to U.S. GDP, which increased at an annual rate of approximately 2.2% during 2025, according to the U.S.
Exhibits and Financial Statements Schedules." The following represent certain critical accounting policies that require us to exercise our business judgment or make significant estimates. Investment in Hotel Properties Investments in hotel properties, including land and land improvements, buildings and building improvements, furniture, fixtures and equipment, and identifiable intangible assets and liabilities, will generally be accounted for as asset acquisitions.
Exhibits and Financial Statement Schedules." The following represent certain critical accounting policies that require us to exercise our business judgment or make significant estimates. 52 Investment in Hotel Properties Investments in hotel properties, including land and land improvements, buildings and building improvements, furniture, fixtures and equipment, and identifiable intangible assets and liabilities, will generally be accounted for as asset acquisitions.
If it is determined that the estimated undiscounted future cash flow do not exceed the carrying value of the asset, an adjustment to reduce the carrying amount of the hotel to its estimated fair market value is recorded and an impairment loss is recognized.
If it is determined that the estimated undiscounted future cash flows do not exceed the carrying value of the asset, an adjustment to reduce the carrying amount of the hotel to its estimated fair market value is recorded and an impairment loss is recognized.
We also seek properties that exhibit an opportunity for us to enhance operating performance through proactive asset management and targeted capital investment.
We also target properties that exhibit an opportunity for us to enhance operating performance through proactive asset management and targeted capital investment.
We believe our focus on a broader range of markets allows us to evaluate a greater number of acquisition opportunities and thereby be highly selective in our pursuit of only those opportunities that best fit our investment criteria.
We believe our focus on a broader range of markets allows us to evaluate a greater number of acquisition opportunities and, as a result, be highly selective in our pursuit of only those opportunities that best fit our investment criteria.
The discontinuation of hedge accounting could result in future changes in the fair market values of hedges and/or a portion or all of the $0.9 million balance of accumulated other comprehensive income as of December 31, 2024 to be recognized on the consolidated statements of operations and comprehensive income through net income.
The discontinuation of hedge accounting could result in future changes in the fair market values of hedges and/or a portion or all of the $0.1 million balance of accumulated other comprehensive income as of December 31, 2025 to be recognized on the consolidated statements of operations and comprehensive income through net income.
Comparison of the year ended December 31, 2023 to the year ended December 31, 2022 This information is contained in "Part II-Item 7.
Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 This information is contained in "Part II-Item 7.
Refer to the "Results of Operations" section for further discussion of our operating results for the years ended December 31, 2024 and 2023.
Refer to the "Results of Operations" section for further discussion of our operating results for the years ended December 31, 2025 and 2024.
During the years ended December 31, 2024 and 2023, we made total capital expenditures of $140.6 million and $120.9 million, respectively. Sources and Uses of Cash Our principal sources of cash are cash flows from operations, borrowings under debt financings including draws on our revolving credit facility and from various types of equity offerings or the sale of our hotels.
During the years ended December 31, 2025 and 2024, we made total capital expenditures of $86.6 million and $140.6 million, respectively. Sources and Uses of Cash Our principal sources of cash are cash flows from operations, borrowings under debt financings including draws on our revolving credit facility and from various types of equity offerings or the sale of our hotels.
During the year ended December 31, 2024, the Company incurred minimal interest on the revolving credit facility. During the years ended December 31, 2023 and 2022, the Company did not incur interest expense on the then-applicable revolving line of credit.
During the year ended December 31, 2025 and 2024, the Company incurred minimal interest on the Revolving Credit Facility. During the year ended December 31, 2023, the Company did not incur interest expense on the then-applicable revolving line of credit.
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024, and is incorporated herein by reference.
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025, and is incorporated herein by reference.
Our weighted-average debt maturity as of December 31, 2024 was 2.2 years for our mortgage loans, 4.6 years for our corporate credit facility term loans, the Senior Notes, and revolving credit facility and 4.3 years for all debt.
Our weighted-average debt maturity as of December 31, 2025 was 1.2 years for our mortgage loans, 3.6 years for our corporate credit facility term loans, the Senior Notes, and revolving credit facility and 3.2 years for all debt.
The indentures governing the Senior Notes contain customary covenants that limit our ability and, in certain circumstances, the ability of our subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies.
The indentures contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends, redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies.
Overview Xenia is a self-advised and self-administered REIT that invests primarily in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of December 31, 2024, we owned 31 hotels and resorts, comprising 9,408 rooms across 14 states.
Overview Xenia is a self-advised and self-administered REIT that invests primarily in uniquely positioned luxury and upper upscale hotels and resorts with a focus on the top 25 lodging markets as well as key leisure destinations in the United States ("U.S."). As of December 31, 2025, we owned 30 hotels and resorts, comprising 8,868 rooms across 14 states.
In addition, the unemployment rate remained flat at 4.1% in December 2024 compared to September 2024 and June 2024. Overall industry lodging demand increased 0.5% and new hotel supply increased by 0.5% during the year ended December 31, 2024 compared to 2023.
In addition, the unemployment rate remained flat at 4.4% in December 2025 compared to September 2025 and rose compared to 4.1% in June 2025. Overall industry lodging demand decreased 0.5% and new hotel supply increased by 0.7% during the year ended December 31, 2025 compared to 2024.
We have been and will continue to be prudent with respect to our capital spending, taking into account our cash flows from operations. As of December 31, 2024 and 2023, we had a total of $58.9 million and $49.7 million, respectively, of FF&E reserves.
We have been and will continue to be prudent with respect to our capital spending, taking into account our cash flows from operations. As of December 31, 2025 and 2024, we had a total of $70.3 million and $58.9 million, respectively, of FF&E reserves.
On a long-term basis, our objectives are to maximize revenue and profits generated by our existing properties and acquired hotels, to further enhance the value of our portfolio and produce an attractive current yield, as well as to generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders.
The objectives of our cash management policy are to maintain the availability of liquidity and minimize operational costs. 60 On a long-term basis, our objectives are to maximize revenue and profits generated by our existing properties and acquired hotels, to further enhance the value of our portfolio and produce an attractive current yield, as well as to generate sustainable and predictable cash flow from our operations to distribute to our common stock and unit holders.
We anticipate that our interest rate hedges will be highly effective because the terms of the derivative instruments closely match the terms of the related hedged debt agreements. As such, periodic changes in the fair value of these derivatives are expected to be reflected in other comprehensive income in our consolidated financial statements.
We anticipate that our interest rate hedge will be highly effective because the terms of the derivative instrument closely matches the terms of the related hedged debt agreement. As such, periodic changes in the fair value of these derivatives are expected to be reflected in other comprehensive income in our consolidated financial statements.
The decrease was primarily attributed to fully depreciated assets during the comparable periods and the sale of Lorien Hotel & Spa in July 2024, partially offset by the timing of new assets being placed in service.
The increase was primarily attributed to the timing of new assets being placed in service partially offset by fully depreciated assets during the comparable periods and the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025.
These gains on insurance recovery are included in other income on the consolidated statements of operations and comprehensive income for the periods then ended.
These amounts are included in other income on the consolidated statements of operations and comprehensive income for the periods then ended.
During the fourth quarter of 2024, GDP increased at an annual rate of 2.3%, a decrease from the annual rate of 3.1% in the third quarter of 2024. The increase during the fourth quarter of 2024 reflected increases in consumer spending and government spending as well as a decrease in imports that were partially offset by a decrease in investment.
GDP increased at an annual rate of 1.4%, a decrease from the annual rate increase of 4.4% for the third quarter of 2025. The increase during the fourth quarter of 2025 reflected increases in consumer spending and investment as well as a decrease in imports that were partially offset by decreases in government spending and exports.
Thus, changes in ADR have a more significant impact on operating margins than changes in occupancy. 52 Factors that May Affect Results of Operations The principal factors affecting our operating results include overall demand for hotel rooms compared to the supply of available hotel rooms, economic conditions, and the ability of our third-party management companies to increase or maintain revenues while controlling expenses. • Demand and economic conditions - Consumer demand for lodging, especially business travel, is closely linked to the performance of the overall economy and is sensitive to business and personal discretionary spending levels.
Factors that May Affect Results of Operations The principal factors affecting our operating results include overall demand for hotel rooms compared to the supply of available hotel rooms, economic conditions, and the ability of our third-party management companies to increase or maintain revenues while controlling expenses. • Demand and economic conditions - Consumer demand for lodging, especially business travel, is closely linked to the performance of the overall economy and is sensitive to business and personal discretionary spending levels.
The restricted cash as of December 31, 2024 primarily consisted of $58.9 million related to FF&E reserves as required per the terms of our management and franchise agreements, $2.7 million in an interest-bearing escrow account held with a lender, $1.7 million in deposits made for capital projects and cash held in restricted escrows of $2.0 million primarily for real estate taxes and mortgage escrows.
The restricted cash as of December 31, 2025 primarily consisted of $70.3 million related to FF&E reserves as required per the terms of our management and franchise agreements, $5.5 million in an interest-bearing escrow account held with a lender, $2.4 million in deposits made for capital projects, cash held in restricted escrows of $2.3 million primarily for real estate taxes and mortgage escrows and $2.2 million for escrow holdbacks.
Debt and Loan Covenants As of December 31, 2024, our outstanding total debt was $1.3 billion and had a weighted-average interest rate of 5.54%.
Debt and Loan Covenants As of December 31, 2025, our outstanding total debt was $1.4 billion and had a weighted-average interest rate of 5.51%.
Increases in occupancy are accompanied by increases in most categories of variable operating expenses, while increases in ADR typically only result in increases in limited categories of operating costs and expenses, such as management fees and franchise fees, which are based on hotel revenues.
Increases in occupancy are accompanied by increases in most categories of variable operating expenses, while increases in ADR typically only result in increases in limited categories of operating costs and expenses, such as management fees and franchise fees, which are based on hotel revenues. Thus, changes in ADR have a more significant impact on operating margins than changes in occupancy.
During the year ended December 31, 2023, 10,414,262 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.74 per share for an aggregate purchase price of $132.7 million.
During the year ended December 31, 2023, 10,414,262 shares were repurchased under the Repurchase Program, at a weighted-average price of $12.74 per share for an aggregate purchase price of $132.7 million. As of December 31, 2025, the Company had approximately $97.5 million remaining under its share repurchase authorization.
The change from prior year is primarily attributable to a $5.3 million tax benefit associated with the release of the valuation allowance related to certain state net operating loss carryforwards, lower projected taxable income when compared to the prior periods and the use of federal and state net operating loss carryforwards.
This increase is primarily attributed to a $5.3 million tax benefit in the prior period associated with the release of the valuation allowance related to certain state net operating loss carryforwards, higher projected taxable income when compared to the prior periods and the use of federal and state net operating loss carryforwards.
Debt as of December 31, 2024 and December 31, 2023 consisted of the following (dollars in thousands): Rate Type Rate (1) Maturity Date December 31, 2024 December 31, 2023 Mortgage Loans Grand Bohemian Hotel Orlando, Autograph Collection Fixed 4.53 % 3/1/2026 53,306 54,522 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 105,972 108,111 Andaz Napa Fixed (2) 5.72 % 1/19/2028 55,000 55,000 Total Mortgage Loans 4.88 % (3) $ 214,278 $ 217,633 Corporate Credit Facilities (4) 2023 Initial Term Loan Fixed — % 3/1/2026 — 125,000 2023 Delayed Draw Term Loan Fixed — % 3/1/2026 — 100,000 2024 Initial Term Loan Fixed (5) 5.65 % 11/3/2028 225,000 — 2024 Delayed Draw Term Loan Variable 6.24 % 11/3/2028 — — Revolving Line of Credit (2023) Variable (6) — % 1/11/2027 — — Revolving Credit Facility (2024) Variable (6) 6.39 % 11/3/2028 10,000 — Total Corporate Credit Facilities $ 235,000 $ 225,000 2020 Senior Notes $500M (7) Fixed 6.38 % 8/15/2025 — 464,747 2021 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 500,000 2024 Senior Notes $400M (7) Fixed 6.63 % 5/15/2030 400,000 — Loan premiums, discounts and unamortized deferred financing costs, net (8) (14,575) (12,474) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.54 % (3) $ 1,334,703 $ 1,394,906 (1) The rates shown represent the annual interest rates as of December 31, 2024.
Debt as of December 31, 2025 and December 31, 2024 consisted of the following (dollars in thousands): Rate Type Rate (1) Maturity Date December 31, 2025 December 31, 2024 Mortgage Loans Grand Bohemian Hotel Orlando, Autograph Collection Fixed (2) 4.53 % 3/1/2026 52,034 53,306 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 103,732 105,972 Andaz Napa Fixed (3) 5.72 % 1/19/2028 54,081 55,000 Total Mortgage Loans 4.89 % (4) $ 209,847 $ 214,278 Corporate Credit Facilities (5) 2024 Initial Term Loan Variable (6) 5.50 % 11/3/2028 225,000 225,000 2024 Delayed Draw Term Loan Variable (6) 5.50 % 11/3/2028 100,000 — Revolving Credit Facility Variable (7) 5.50 % 11/3/2028 — 10,000 Total Corporate Credit Facilities $ 325,000 $ 235,000 2029 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 500,000 2030 Senior Notes $400M Fixed 6.63 % 5/15/2030 400,000 400,000 Loan premiums, discounts and unamortized deferred financing costs, net (8) (11,966) (14,575) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.51 % (4) $ 1,422,881 $ 1,334,703 (1) The rates shown represent the annual interest rates as of December 31, 2025.
This increase is net of a reduction of $3.4 million attributed to the sale of Lorien Hotel & Spa in July 2024 and the impact from hurricanes. Excluding Grand Hyatt Scottsdale Resort, total hotel operating expenses for the year ended December 31, 2024 increased $31.8 million, or 4.8%, when compared to the prior period.
This increase is net of a reduction of $26.9 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, total hotel operating expenses for the year ended December 31, 2025 increased $22.1 million, or 3.3%, when compared to the prior period.
The increase is net of a reduction of $2.4 million attributed to the sale of Lorien Hotel & Spa in July 2024. Excluding Grand Hyatt Scottsdale Resort, rooms revenues for the year ended December 31, 2024 increased $20.5 million, or 3.7%, when compared to the prior period.
The increase is net of a reduction of $14.5 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, food and beverage revenues for the year ended December 31, 2025 increased $20.7 million, or 6.5%, when compared to the prior period.
We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure. 62 Liquidity and Capital Resources We expect to meet our short-term liquidity requirements from cash on hand, cash flow from hotel operations, use of our unencumbered asset base, asset dispositions, borrowings under our revolving credit facility, and proceeds from various capital market transactions, including issuances of debt and equity securities.
Liquidity and Capital Resources We expect to meet our short-term liquidity requirements from cash on hand, cash flow from hotel operations, use of our unencumbered asset base, asset dispositions, borrowings under our Revolving Credit Facility, and proceeds from various capital market transactions, including issuances of debt and equity securities.
Real estate taxes, personal property taxes and insurance Real estate taxes, personal property taxes and insurance expenses increased $2.6 million, or 5.2%, to $53.1 million for the year ended December 31, 2024 from $50.5 million for the year ended December 31, 2023.
Real estate taxes, personal property taxes and insurance Real estate taxes, personal property taxes and insurance expenses decreased $2.3 million, or 4.4%, to $50.8 million for the year ended December 31, 2025 from $53.1 million for the year ended December 31, 2024.
During the year ended December 31, 2022, we recorded $1.3 million of repair and clean up costs related to property damage sustained at one property. 61 The following is a reconciliation of net income to FFO and Adjusted FFO for the years ended December 31, 2024, 2023, and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 Net income $ 16,870 $ 19,874 $ 57,630 Adjustments: Depreciation and amortization related to investment properties 128,408 131,675 132,204 Gain on sale of investment property (1,628) — (27,286) FFO attributable to common stock and unit holders $ 143,650 $ 151,549 $ 162,548 Reconciliation to Adjusted FFO Gain on insurance recoveries (1) (4,428) (535) (3,550) Loss on extinguishment of debt 3,850 1,189 294 Loan related costs, net of adjustment related to non-controlling interests (2) 5,361 4,915 5,260 Amortization of share-based compensation expense 13,658 13,168 11,411 Non-cash ground rent and straight-line rent expense (435) (75) 44 Other non-recurring expenses (3) 3,686 — 1,309 Adjusted FFO attributable to common stock and unit holders $ 165,342 $ 170,211 $ 177,316 (1) During the years ended December 31, 2024, 2023, and 2022, we recorded $4.4 million, $0.5 million, and $3.6 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties.
(2) Includes adjustments for pre-opening expenses, repair and clean-up costs related to property damage and other non-recurring items. 59 The following is a reconciliation of net income to FFO and Adjusted FFO attributable to common stock and unit holders for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 66,899 $ 16,870 $ 19,874 Adjustments: Depreciation and amortization related to investment properties 130,443 128,408 131,675 Impairment of investment properties 279 — — Gain on sale of investment properties (39,953) (1,628) — FFO attributable to common stock and unit holders $ 157,668 $ 143,650 $ 151,549 Reconciliation to Adjusted FFO Gain on insurance recoveries (1) (1,649) (4,428) (535) Loss on extinguishment of debt — 3,850 1,189 Loan related costs, net of adjustment related to non-controlling interests (2) 4,487 5,361 4,915 Amortization of share-based compensation expense 13,069 13,658 13,168 Non-cash ground rent and straight-line rent expense 113 (435) (75) Other non-recurring expenses (3) 1,030 3,686 — Adjusted FFO attributable to common stock and unit holders $ 174,718 $ 165,342 $ 170,211 (1) During the years ended December 31, 2025, 2024, and 2023, we recorded $1.6 million, $4.4 million, and $0.5 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties.
The following is a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the years ended December 31, 2024, 2023, and 2022 (in thousands): Year Ended December 31, 2024 2023 2022 Net income $ 16,870 $ 19,874 $ 57,630 Adjustments: Interest expense 80,882 84,997 82,727 Income tax (benefit) expense (3,740) 1,447 2,205 Depreciation and amortization 128,749 132,023 132,648 EBITDA $ 222,761 $ 238,341 $ 275,210 Gain on sale of investment properties (1,628) — (27,286) EBITDAre $ 221,133 $ 238,341 $ 247,924 Depreciation and amortization related to corporate assets (341) (348) (444) Gain on insurance recoveries (1) (4,428) (535) (3,550) Loss on extinguishment of debt 3,850 1,189 294 Amortization of share-based compensation expense 13,658 13,168 11,411 Non-cash ground rent and straight-line rent expense (435) (75) 44 Other non-recurring expenses (2) 3,686 — 1,309 Adjusted EBITDAre attributable to common stock and unit holders $ 237,123 $ 251,740 $ 256,988 (1) During the years ended December 31, 2024, 2023, and 2022, we recorded $4.4 million, $0.5 million, and $3.6 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties.
The following is a reconciliation of net income to EBITDA, EBITDAre and Adjusted EBITDAre attributable to common stock and unit holders for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Net income $ 66,899 $ 16,870 $ 19,874 Adjustments: Interest expense 86,722 80,882 84,997 Income tax expense (benefit) 1,391 (3,740) 1,447 Depreciation and amortization 130,721 128,749 132,023 EBITDA $ 285,733 $ 222,761 $ 238,341 Impairment of investment properties 279 — — Gain on sale of investment properties (39,953) (1,628) — EBITDAre $ 246,059 $ 221,133 $ 238,341 Reconciliation to Adjusted EBITDAre Depreciation and amortization related to corporate assets (278) (341) (348) Gain on insurance recoveries (1) (1,649) (4,428) (535) Loss on extinguishment of debt — 3,850 1,189 Amortization of share-based compensation expense 13,069 13,658 13,168 Non-cash ground rent and straight-line rent expense 113 (435) (75) Other non-recurring expenses (2) 1,030 3,686 — Adjusted EBITDAre attributable to common stock and unit holders $ 258,344 $ 237,123 $ 251,740 (1) During the years ended December 31, 2025, 2024, and 2023, we recorded $1.6 million, $4.4 million, and $0.5 million, respectively, of insurance proceeds in excess of recognized losses related to casualty losses at certain properties.
FFO and Adjusted FFO We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains or losses from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary.
We believe Adjusted EBITDAre attributable to common stock and unit holders provides investors with another financial measure in evaluating and facilitating comparison of operating performance between periods and between REITs that report similar measures. 58 FFO and Adjusted FFO We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains or losses from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary.
Off-Balance Sheet Arrangements As of December 31, 2024, we had various contracts outstanding with third-parties in connection with the renovation of certain of our hotel properties.
Off-Balance Sheet Arrangements As of December 31, 2025, we had various contracts outstanding with third-parties in connection with the renovation of certain of our hotel properties. The remaining commitments under these contracts at December 31, 2025 totaled $11.7 million.
Investing • Cash used in investing activities was $108.2 million and $118.8 million for the years ended December 31, 2024 and 2023, respectively. 67 • Cash used in investing activities for the year ended December 31, 2024 was attributed to $140.6 million in capital improvements at our hotel properties, which was partially offset by net proceeds of $29.1 million from the sale of Lorien Hotel & Spa, $3.1 million of proceeds from property insurance and $0.2 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis. • Cash used in investing activities for the year ended December 31, 2023 was attributed to $120.9 million in capital improvements at our hotel properties, which was partially offset by $1.6 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis and $0.5 million of proceeds from property insurance.
Investing • Cash used in investing activities was $7.1 million and $108.2 million for the years ended December 31, 2025 and 2024, respectively. • Cash used in investing activities for the year ended December 31, 2025 was attributed to $86.6 million in capital improvements at our hotel properties and $25.4 million for the purchase of the fee simple interest in the land associated with the ground lease at Hyatt Regency Santa Clara, which was partially offset by net proceeds of $101.4 million from the sale of Fairmont Dallas and $3.6 million of proceeds from property insurance. • Cash used in investing activities for the year ended December 31, 2024 was attributed to $140.6 million in capital improvements at our hotel properties, which was partially offset by net proceeds of $29.1 million from the sale of Lorien Hotel & Spa, $3.1 million of proceeds from property insurance and $0.2 million of performance guaranty payments received that were recorded as a reduction in the respective hotel's cost basis.
This increase is net of a reduction of $0.6 million attributed to the sale of Lorien Hotel & Spa in July 2024. Excluding Grand Hyatt Scottsdale Resort, other revenues for the year ended December 31, 2024 increased $9.4 million, or 12.3%, when compared to the prior period.
This increase is net of a reduction of $1.7 million attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025. Excluding dispositions and Grand Hyatt Scottsdale Resort, other revenues for the year ended December 31, 2025 increased $8.5 million, or 10.1%, when compared to the prior period.
(3) For hotels sold during the period, operating results and statistics are only included through the date of the respective disposition.
(3) For hotels sold during the period, operating results and statistics are only included through the date of the respective disposition. (4) Hotel operating income represents the difference between total revenues and total hotel operating expenses.
Portfolio Composition As of December 31, 2024, the Company owned 31 lodging properties with a total of 9,408 rooms.
Portfolio Composition As of December 31, 2025 and 2024, the Company owned 30 lodging properties with a total of 8,868 rooms and owned 31 lodging properties with a total of 9,408 rooms, respectfully. As of December 31, 2023, the Company owned 32 lodging properties with a total of 9,514 rooms.
Liquidity As of December 31, 2024, we had $78.2 million of consolidated cash and cash equivalents and $65.4 million of restricted cash and escrows.
Liquidity As of December 31, 2025, we had $140.4 million of consolidated cash and cash equivalents and $82.7 million of restricted cash and escrows.
Contract business refers to blocks of rooms sold to a specific company for an extended period of time at significantly discounted rates. Airline crews have historically been typical generators of contract demand at some of our hotels. Additionally, contract rates may be utilized by hotels that are located in markets that are experiencing consistently lower levels of demand.
Airline crews have historically been typical generators of contract demand at some of our hotels. Additionally, contract rates may be utilized by hotels that are located in markets that are experiencing consistently lower levels of demand.
As of December 31, 2024, the Company had an outstanding balance of $10 million on the Revolving Credit Facility with remaining availability of $490 million. During the years ended December 31, 2024, 2023 and 2022, the Company incurred unused commitment fees under the then-applicable revolving credit facility of approximately $1.4 million each year.
As of December 31, 2025, there was no outstanding balance on the Revolving Credit Facility. During the years ended December 31, 2025, 2024 and 2023, the Company incurred unused commitment fees under the then-applicable revolving credit facility of approximately $1.5 million, $1.4 million and $1.4 million, respectively.
Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 Operating Information The following table sets forth certain operating information for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Change Number of properties at January 1 32 32 — Properties acquired — — — Properties disposed (1) — 1 Number of properties at December 31 31 32 (1) Number of rooms at January 1 9,514 9,508 6 Rooms in properties acquired or added to portfolio upon completion of property improvements (1) 1 6 (5) Rooms in properties disposed or combined during property improvements (2) (107) — (107) Number of rooms at December 31 9,408 9,514 (106) Portfolio Statistics: Occupancy (3) 67.4 % 65.1 % 230 bps ADR (3) $ 255.62 $ 260.40 (1.8)% RevPAR (3) $ 172.36 $ 169.46 1.7% Hotel operating income (in thousands) (4) $ 308,633 $ 321,673 (4.1)% (1) During the year ended December 31, 2024, we added one newly created room at Grand Bohemian Hotel Orlando, Autograph Collection.
No hotels were acquired during the years ended December 31, 2025, 2024 and 2023. 54 Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 Operating Information The following table sets forth certain operating information for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Change Number of properties at January 1 31 32 (1) Properties acquired — — — Properties disposed (1) (1) — Number of properties at December 31 30 31 (1) Number of rooms at January 1 9,408 9,514 (106) Rooms in properties acquired or added to portfolio upon completion of property improvements (1) 5 1 4 Rooms in properties disposed or combined during property improvements (2) (545) (107) (438) Number of rooms at December 31 8,868 9,408 (540) Portfolio Statistics: Occupancy (3) 68.5 % 67.4 % 110 bps ADR (3) $ 263.79 $ 255.62 3.2% RevPAR (3) $ 180.65 $ 172.36 4.8% Total RevPAR (3) $ 326.61 $ 299.93 8.9% Hotel operating income (in thousands) (4) $ 329,922 $ 308,633 6.9% (1) During the year ended December 31, 2025, we added five newly created rooms at Grand Hyatt Scottsdale Resort.
Net income decreased 15.1% for the year ended December 31, 2024 compared to 2023, which was primarily attributed to: • a $15.2 million reduction in hotel operating income for our 31-comparable hotels; • a $2.7 million increase in loss on extinguishment of debt; • a $0.8 million increase in other operating expenses; • a $0.5 million increase in impairment and other losses; • a $0.5 million reduction in other income; and • a $0.5 million reduction in hotel operating income attributed to the sale of Lorien Hotel & Spa in July 2024.
Net income increased 296.6% for the year ended December 31, 2025 compared to 2024, which was primarily attributed to: • a $38.3 million increase on gain on sale of investment properties; • a $33.7 million increase in hotel operating income for our 30-comparable hotels; • a $3.9 million reduction in loss on extinguishment of debt; and • a $0.2 million reduction in impairment and other losses.
Future determinations regarding the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then-existing conditions, including our results of operations, payout ratio, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements, maintaining our REIT status and other factors that our Board of Directors may deem relevant.
Future determinations regarding the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then-existing conditions, including our results of operations, payout ratio, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements, maintaining our REIT status and other factors that our Board of Directors may deem relevant. 61 We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets, including pursuant to our ATM program, will be adequate to meet all of our funding requirements and capital deployment objectives both in the short-term and long-term.
These decreases were partially offset by: • an income tax benefit of $3.7 million in 2024 compared to income tax expense of $1.4 million in 2023; • a $4.1 million reduction in interest expense; • a $3.3 million reduction in depreciation and amortization expense; • a $2.1 million increase in business interruption proceeds; • a $1.6 million gain on the sale of investment properties; and • a $1.0 million decrease in general and administrative expenses.
These increases were partially offset by: • an $8.9 million reduction in operating income attributed to the sale of Lorien Hotel & Spa in July 2024 and Fairmont Dallas in April 2025; • a $5.8 million increase in interest expense; • income tax expense of $1.4 million in 2025 compared to an income tax benefit of $3.7 million in 2024; • a $2.0 million increase in depreciation and amortization expense; • a $1.9 million reduction in other income; • a $1.8 million reduction in gain on business interruption insurance; • a $0.5 million increase in general and administrative expenses; and • a $0.1 million increase in other operating expenses.
No shares were sold under the ATM Agreement during the year ended December 31, 2024. As of December 31, 2024, $200 million of common stock remained available for sale under the ATM Agreement.
We maintain an ATM program available for selling common stock with an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the year ended December 31, 2025. As of December 31, 2025, $200 million of common stock remained available for sale under the ATM Agreement.
Corporate Credit Facilities In January 2023, XHR LP (the "Borrower") entered into a $675 million senior unsecured credit facility comprised of a $450 million revolving line of credit (the “2023 Revolving Line of Credit”), a $125 million initial term loan (the "2023 Initial Term Loan") and a $100 million delayed draw term loan (the “2023 Delayed Draw Term Loan” and, together with the 2023 Initial Term Loan, the "2023 Term Loans") pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto.
Corporate Credit Facilities In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto.
Capital Markets We maintain an ATM program pursuant to the ATM Agreement. In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate gross offering price of up to $200 million.
In accordance with the terms of the ATM Agreement, the Company may from time to time offer and sell shares of its common stock having an aggregate gross offering price of up to $200 million. No shares were sold under the ATM Agreement during the years ended December 31, 2025, 2024 and 2023.
In January 2023, XHR LP (the "Borrower") entered into a $675 million senior unsecured credit facility comprised of a $450 million revolving line of credit (the “2023 Revolving Line of Credit”), a $125 million initial term loan (the "2023 Initial Term Loan") and a $100 million delayed draw term loan (the “2023 Delayed Draw Term Loan” and, together with the 2023 Initial Term Loan, the "2023 Term Loans") pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto.
In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto.
Industry RevPAR increased 1.8% for the year ended December 31, 2024 compared to 2023, which was primarily driven by a 1.7% increase in ADR.
Industry RevPAR decreased 0.3% for the year ended December 31, 2025 compared to 2024, which was primarily driven by a 1.2% decrease in occupancy partially offset by a 0.9% increase in ADR.
Corporate and Other Expenses Corporate and other expenses consist of the following (in thousands): Year Ended December 31, 2024 2023 Change % Change Depreciation and amortization $ 128,749 $ 132,023 $ (3,274) (2.5) % Real estate taxes, personal property taxes and insurance 53,140 50,491 2,649 5.2 % Ground lease expense 3,179 3,016 163 5.4 % General and administrative expenses 36,245 37,219 (974) (2.6) % Gain on business interruption insurance (2,338) (218) (2,120) (972.5) % Other operating expenses 2,303 1,530 773 50.5 % Impairment and other losses 520 — 520 100.0 % Total corporate and other expenses $ 221,798 $ 224,061 $ (2,263) (1.0) % Depreciation and amortization Depreciation and amortization expense decreased $3.3 million, or 2.5%, to $128.7 million for the year ended December 31, 2024 from $132.0 million for the year ended December 31, 2023.
Corporate and Other Expenses Corporate and other expenses consist of the following (in thousands): Year Ended December 31, 2025 2024 Change % Change Depreciation and amortization $ 130,721 $ 128,749 $ 1,972 1.5 % Real estate taxes, personal property taxes and insurance 50,823 53,140 (2,317) (4.4) % Ground lease expense 1,850 3,179 (1,329) (41.8) % General and administrative expenses 36,792 36,245 547 1.5 % Gain on business interruption insurance (510) (2,338) 1,828 78.2 % Other operating expenses 2,434 2,303 131 5.7 % Impairment and other losses 279 520 (241) (46.3) % Total corporate and other expenses $ 222,389 $ 221,798 $ 591 0.3 % 56 Depreciation and amortization Depreciation and amortization expense increased $2.0 million, or 1.5%, to $130.7 million for the year ended December 31, 2025 from $128.7 million for the year ended December 31, 2024.
These gains on insurance recovery are included in other income on the consolidated statements of operations and comprehensive income for the periods then ended. (2) Loan related costs include amortization of debt premiums, discounts and deferred loan origination costs.
These amounts are included in other income on the consolidated statements of operations and comprehensive income for the periods then ended. (2) Loan related costs includes amortization of debt premiums, discounts and deferred loan origination costs. (3) Includes adjustments for pre-opening expenses, repair and clean-up costs related to property damage and other non-recurring items.
Hotel Operating Expenses Hotel operating expenses consist of the following (in thousands): Year Ended December 31, 2024 2023 Change % Change Hotel operating expenses: Rooms expenses $ 152,133 $ 145,274 $ 6,859 4.7 % Food and beverage expenses 241,186 235,961 5,225 2.2 % Other direct expenses 25,009 23,467 1,542 6.6 % Other indirect expenses 275,579 263,833 11,746 4.5 % Management and franchise fees 36,507 35,235 1,272 3.6 % Total hotel operating expenses $ 730,414 $ 703,770 $ 26,644 3.8 % 57 Total hotel operating expenses In general, hotel operating costs correlate to increases or decreases in revenues and fluctuate based on various factors, including occupancy, labor costs, utilities and insurance costs.
Hotel Operating Expenses Hotel operating expenses consist of the following (in thousands): Year Ended December 31, 2025 2024 Change % Change Hotel operating expenses: Rooms expenses $ 153,646 $ 152,133 $ 1,513 1.0 % Food and beverage expenses 254,305 241,186 13,119 5.4 % Other direct expenses 27,500 25,009 2,491 10.0 % Other indirect expenses 274,227 275,579 (1,352) (0.5) % Management and franchise fees 38,900 36,507 2,393 6.6 % Total hotel operating expenses $ 748,578 $ 730,414 $ 18,164 2.5 % Total hotel operating expenses In general, hotel operating costs correlate to increases or decreases in revenues and fluctuate based on various factors, including occupancy, labor costs, utilities and insurance costs.
The 2024 Term Loans each mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans under the 2023 Credit Agreement.
In accordance with the Amended and Restated Credit Agreement, the remaining proceeds may be used by the Company to refinance other indebtedness and for general working capital purposes. The 2024 Term Loans mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility.
The 2024 Term Loans each mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans under the 2023 Credit Agreement.
In accordance with the Amended and Restated Credit Agreement, the remaining proceeds may be used by the Company to refinance other indebtedness and for general working capital purposes. The 2024 Term Loans mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility.
The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities." (2) A variable interest loan for which the interest rate has been fixed with an interest rate swap to Term SOFR through January 1, 2027.
The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities." (2) This mortgage loan was repaid in full in February 2026.
If we misjudge or estimate incorrectly or if future operating profitability, market or industry factors differ from our expectations, we may record an impairment charge which is inappropriate, fail to record a charge when we should have done so, or the amount of such charges may be inaccurate. 54 Results of Operations Operating Results Overview Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 1.7% to $172.36 for the year ended December 31, 2024, compared to $169.46 for the year ended December 31, 2023.
If we misjudge or estimate incorrectly or if future operating profitability, market or industry factors differ from our expectations, we may record an impairment charge which is inappropriate, fail to record a charge when we should have done so, or the amount of such charges may be inaccurate.

… 92 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed10 unchanged
Biggest changeFor debt obligations outstanding as of December 31, 2024, the following table presents principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands): 2025 2026 2027 2028 2029 Thereafter Total Fair Value Maturing debt (1) : Fixed rate debt (2) $ 4,431 $ 55,381 $ 101,386 $ — $ 500,000 $ 400,000 $ 1,061,198 $ 1,033,256 Variable rate debt — — 1,002 277,078 — — 278,080 271,979 Revolving Credit Facility — — — 10,000 — — 10,000 9,602 Total $ 4,431 $ 55,381 $ 102,388 $ 287,078 $ 500,000 $ 400,000 $ 1,349,278 $ 1,314,837 Weighted-average interest rate on debt: Fixed rate debt (2) 4.83% 4.56% 4.63% —% 4.88% 6.63% 5.49% 5.82% Variable rate debt —% —% 5.72% 5.69% —% —% 5.69% 7.04% Revolving Credit Facility —% —% —% 6.39% —% —% 6.39% 7.04% (1) The debt maturity excludes net mortgage loan discounts, premiums and unamortized deferred loan costs of $14.6 million as of December 31, 2024.
Biggest changeFor debt obligations outstanding as of December 31, 2025, the following table presents principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands): 2026 2027 2028 2029 2030 Thereafter Total Fair Value Maturing debt (1) : Fixed rate debt (2) $ 55,381 $ 101,386 $ — $ 500,000 $ 400,000 $ — $ 1,056,767 $ 1,066,759 Variable rate debt — 1,002 377,078 — — — 378,080 371,403 Total $ 55,381 $ 102,388 $ 377,078 $ 500,000 $ 400,000 $ — $ 1,434,847 $ 1,438,162 Weighted-average interest rate on debt: Fixed rate debt (2) 4.56% 4.63% —% 4.88% 6.63% —% 5.50% 5.68% Variable rate debt —% 5.72% 5.53% —% —% —% 5.53% 6.13% (1) The debt maturity excludes net mortgage loan discounts, premiums and unamortized deferred loan costs of $12.0 million as of December 31, 2025.
Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties' financial condition, including 69 their credit ratings, and entering into agreements with counterparties based on established credit limit policies.
Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties' financial condition, including their credit ratings, and entering into agreements with counterparties based on established credit limit policies.
(2) Includes all fixed rate debt and all variable rate debt that was swapped to fixed rates as of December 31, 2024. Item 8. Financial Statements and Supplementary Data See Index to Financial Statements on page F-1. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
(2) Includes all fixed rate debt and all variable rate debt that was swapped to fixed rates as of December 31, 2025. Item 8. Financial Statements and Supplementary Data See Index to Financial Statements on page F-1. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
If market rates of interest on all of our variable rate debt as of December 31, 2024 permanently increased or decreased by 1%, the increase or decrease in interest expense on the variable rate debt would increase or decrease future earnings and cash flows by approximately $0.1 million per annum.
If market rates of interest on all of the variable rate debt as of December 31, 2024 permanently increased or decreased by 1%, the increase or decrease in interest expense on the variable rate debt would increase or decrease future 66 earnings and cash flows by approximately $0.1 million per annum.
We have taken significant steps in reducing our variable rate debt exposure by paying off property-level mortgage debt subject to floating rates and entering into various interest rate swap agreements to hedge interest rate risk.
We have taken significant steps in reducing our variable rate debt exposure by paying off property-level mortgage debt subject to floating rates and entering into an interest rate swap agreement to hedge interest rate risk.
With regard to our variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.
The increase from the prior period was driven by the maturity of $225.0 million notional value of interest rate hedges in mid-February 2025. With regard to our variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities.
As of December 31, 2023, all of our variable rate debt was fixed by interest rate swaps and, as a result, an increase or decrease of 1% in market interest rates would not have an impact on our interest expense, future earnings or cash flows through the date of the earliest maturity of our interest rate hedges, which was mid-February 2025.
If market rates of interest on all of our variable rate debt as of December 31, 2025 permanently increased or decreased by 1%, the increase or decrease in interest expense on the variable rate debt would increase or decrease future earnings and cash flows by approximately $3.3 million per annum.

Other XHR 10-K year-over-year comparisons