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What changed in Summit Hotel Properties, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Summit Hotel Properties, 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.

+201 added−192 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-24)

Top changes in Summit Hotel Properties, Inc.'s 2025 10-K

201 paragraphs added · 192 removed · 148 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWhen purchasing lodging properties, the Operating Partnership may issue Common Units or Preferred Units as full or partial consideration to sellers who may be interested in taking advantage of the opportunity to defer taxable gains on the sale of a property or participate in the potential appreciation in the value of our common stock. 5 Competition We face competition for investments in lodging properties from institutional pension funds, private equity investors, REITs, lodging companies and others who are engaged in acquisitions of and investments in lodging properties.
Biggest changeOur pro rata debt, taking into consideration only our portion of our joint venture debt, was $1.1 billion at December 31, 2025. 5 When purchasing lodging properties, the Operating Partnership may issue Common Units or Preferred Units as full or partial consideration to sellers who may be interested in taking advantage of the opportunity to defer taxable gains on the sale of a property or participate in the potential appreciation in the value of our common stock.
Under the IRC, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their taxable income, subject to certain adjustments and excluding any net capital gains.
Under the IRC, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute at least 90% of their taxable income each year, subject to certain adjustments and excluding any net capital gains.
We generally target lodging facilities with efficient operating models that meet one or more of the following acquisition criteria: • potential for strong risk-adjusted returns and are located in the top 50 MSAs and other select destination markets; • operate under leading franchise brands, which may include but are not limited to brands owned by Marriott, Hilton, Hyatt, and IHG, as well as select independent lodging properties that meet our investment criteria; • located in close proximity to multiple demand generators, such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, universities, and leisure attractions, with a diverse source of potential guests, including business transient, group, leisure, and government travelers; • located in markets with barriers to entry due to lengthy or challenging real estate entitlement processes or other factors; • can be acquired at a discount to replacement cost; and • provide an opportunity to add value through operating efficiencies, revenue management and asset management expertise, repositioning, renovating or rebranding.
We generally target lodging facilities with efficient operating models that meet one or more of the following acquisition criteria: • potential for strong risk-adjusted returns and are located in the top 50 MSAs and other select destination markets; • operate under leading franchise brands and collections, which may include but are not limited to brands owned by Marriott, Hilton, Hyatt, and IHG, as well as select independent lodging properties that meet our investment criteria; • located in close proximity to multiple demand generators, such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, universities, and leisure attractions, with a diverse source of potential guests, including business transient, group, leisure, and government travelers; • located in markets with barriers to entry due to lengthy or challenging real estate entitlement processes or other factors; • can be acquired at a discount to replacement cost; and • provide an opportunity to add value through operating efficiencies, revenue management and asset management expertise, repositioning, renovating or rebranding.
The obligation to make readily achievable accommodations is ongoing, and we will continue to assess our properties and to make alterations as appropriate in this respect. Environmental, Health and Safety Matters Our properties are subject to various federal, state and local environmental laws that impose liability for contamination.
The obligation to make readily achievable accommodations is ongoing, and we will continue to assess our properties and to make alterations as appropriate in this respect. 6 Environmental, Health and Safety Matters Our properties are subject to various federal, state and local environmental laws that impose liability for contamination.
As of December 31, 2024, 86% of our guestrooms were located in the top 50 metropolitan statistical areas (“MSAs”), 91% were located within the top 100 MSAs, and over 99% of our guestrooms operated under premium franchise brands owned by Marriott ® International, Inc. (“Marriott”), Hilton ® Worldwide (“Hilton”), Hyatt ® Hotels Corporation (“Hyatt”), and InterContinental ® Hotels Group (“IHG”).
As of December 31, 2025, 86% of our guestrooms were located in the top 50 metropolitan statistical areas (“MSAs”), 91% were located within the top 100 MSAs, and over 99% of our guestrooms operated under premium franchise brands owned by Marriott ® International, Inc. (“Marriott”), Hilton ® Worldwide (“Hilton”), Hyatt ® Hotels Corporation (“Hyatt”), and InterContinental ® Hotels Group (“IHG”).
We collectively refer to preferred units of limited partnership interests of our Operating Partnership as "Preferred Units." Pursuant to the Operating Partnership’s partnership agreement, we have full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership, including the ability to cause the Operating Partnership to enter into certain major transactions including acquisitions, dispositions and refinancings, to make distributions to partners and to cause changes in the Operating Partnership’s business activities.
We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.” Pursuant to the Operating Partnership’s partnership agreement, we have full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership, including the ability to cause the Operating Partnership to enter into certain major transactions including acquisitions, dispositions and refinancings, to make distributions to partners and to cause changes in the Operating Partnership’s business activities.
For the income from our lodging operations to constitute “rents from real property” for purposes of the gross income tests required for REIT qualification, we cannot directly operate any of our lodging properties. We may, however, generate "rents from real property" through leasing our lodging properties to our TRSs, subject to certain conditions.
For the income from our lodging operations to constitute “rents from real property” for purposes of the gross income tests required for REIT qualification, we cannot directly operate any of our lodging properties. We may, however, generate “rents from real property” through leasing our lodging properties to our TRSs, subject to certain conditions.
We maintain strong relationships with the lending community and access the bank market as well as private and public capital markets to fund our business. Finally, we maintain a staggered debt maturity schedule to manage liquidity and navigate volatility in the capital markets.
We maintain strong relationships with the lending community and access the bank market as well as private and public capital markets to fund our business. Finally, we maintain a staggered debt maturity schedule with significant duration to manage liquidity and navigate volatility in the capital markets.
Our Financing Strategy We rely on cash from operations, working capital, borrowings under our senior revolving and term loan facility (the "2023 Senior Credit Facility"), term debt, repayment of notes receivable, proceeds from the issuance of convertible securities, proceeds from the issuance of common and preferred securities, the strategic sale of lodging properties, contributions from our joint venture partners, and the release of restricted cash upon satisfaction of the usage requirements to finance our business.
Our Financing Strategy We rely on cash from operations, working capital, borrowings under our senior revolving and term loan facility (the “2023 Senior Credit Facility”), term debt, repayment of notes receivable, proceeds from the issuance of convertible securities, proceeds from the issuance of common and preferred securities, the strategic sale of lodging properties, contributions from our joint venture partners, and the release of restricted cash upon satisfaction of the usage requirements to finance our business.
We have one reportable segment as defined by generally accepted accounting principles (“GAAP”). See "Part II – Item 8 . – Financial Statements and Supplementary Data – Note 2 – Basis of Presentation and Significant Accounting Policies " to our Consolidated Financial Statements. 3 Our corporate offices are located at 13215 Bee Cave Parkway, Suite B-300, Austin, TX 78738.
We have one reportable segment as defined by generally accepted accounting principles (“GAAP”). See “Part II – Item 8 . – Financial Statements and Supplementary Data – Note 2 – Basis of Presentation and Significant Accounting Policies ” to our Consolidated Financial Statements. 3 Our corporate offices are located at 13215 Bee Cave Parkway, Suite B-300, Austin, TX 78738.
To the extent that we sell lodging properties, we may redeploy the capital into acquisition and capital investment opportunities that we believe have the potential to generate better risk-adjusted returns, repay outstanding indebtedness, or for general corporate purposes.
To the extent that we sell lodging properties, we may redeploy the capital into acquisition and capital investment opportunities that we believe have the potential to generate better risk-adjusted returns, repay outstanding indebtedness, repurchase shares, or for general corporate purposes.
Our properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, universities, and leisure attractions. See "Part II - Item 8. – Financial Statements and Supplementary Data – Note 3 - Investments in Lodging Property, net " for further information.
Our properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, universities, and leisure attractions. See “Part II - Item 8. – Financial Statements and Supplementary Data – Note 3 - Investments in Lodging Property, net ” for further information.
Our lodging properties are characterized by efficient operating models and are typically operated with approximately 30 full-time equivalent employees for our brand franchised hotels. These staffing levels are significantly below full-service lodging properties, which enables our assets to generate higher operating margins and cash flow with less volatility. • Stable Cash Flow .
Our lodging properties are characterized by efficient operating models and are typically operated with less than 30 full-time equivalent employees for our brand franchised hotels. These staffing levels are significantly below full-service lodging properties, which enables our assets to generate higher operating margins. • Stable Cash Flow .
Lodging properties in the northern U.S. tend to have higher occupancy rates during the summer months. Regulation Our lodging properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to accessibility, fire and safety requirements. We believe each of our lodging properties has the necessary permits and approvals to operate its business.
Lodging properties in the northern U.S. tend to have higher occupancy rates during the summer months. Regulation Our lodging properties are subject to various covenants, laws, ordinances and regulations, including regulations relating to accessibility, fire and safety requirements. We believe each of our lodging properties has the necessary permits and approvals to operate their businesses.
NewcrestImage Holdings, LLC owns all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership ("Series Z Preferred Units"), which was issued as part of the NCI Transaction (as defined under "Part II - Item 8. – Financial Statements and Supplementary Data – Note 6 - Debt ").
NewcrestImage Holdings, LLC owns all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership (“Series Z Preferred Units”), which was issued as part of the NCI Transaction (as defined under “Part II - Item 8. – Financial Statements and Supplementary Data – Note 6 - Debt ”).
The Company earns fees for providing services to the GIC Joint Venture and will have the potential to earn incentive fees based on the GIC Joint Venture achieving certain return thresholds.
The Company earns fees for providing services to the GIC Joint Venture and has the potential to earn incentive fees based on the GIC Joint Venture achieving certain return thresholds.
At December 31, 2024, we owned, directly and indirectly, approximately 87% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding Series E and Series F preferred units of limited partnership interests.
At December 31, 2025, we owned, directly and indirectly, approximately 89% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding Series E and Series F preferred units of limited partnership interests.
We have elected to be taxed as a REIT for federal income tax purposes. To qualify as a REIT, we cannot operate or manage our lodging properties. Accordingly, all of our lodging properties are leased to our taxable REIT subsidiaries ("TRS Lessees" or "TRSs") and managed by professional third-party property management companies.
We have elected to be taxed as a REIT for federal income tax purposes. To qualify as a REIT, we cannot operate or manage our lodging properties. Accordingly, all of our lodging properties are leased to our taxable REIT subsidiaries (“TRS Lessees” or “TRSs”) and managed by professional third-party property management companies.
At December 31, 2024, our portfolio consisted of 97 lodging properties with a total of 14,553 guestrooms located in 25 states. We own our properties fee simple, except for six hotel properties which are subject to ground leases. As of December 31, 2024, we own 100% of the outstanding equity interests in 53 of our lodging properties.
At December 31, 2025, our portfolio consisted of 95 lodging properties with a total of 14,347 guestrooms located in 24 states. We own our properties fee simple, except for six hotel properties which are subject to ground leases. As of December 31, 2025, we own 100% of the outstanding equity interests in 52 of our lodging properties.
We own a 51% controlling interest in 41 lodging properties through a joint venture with USFI G-Peak Pte. Ltd. ("GIC"), a private limited company incorporated in the Republic of Singapore, (the "GIC Joint Venture"), and two 90% equity interests in separate joint ventures (the "Brickell Joint Venture" and the "Onera Joint Venture").
We own a 51% controlling interest in 40 lodging properties through a joint venture with USFI G-Peak Pte. Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore, (the “GIC Joint Venture”), and two 90% equity interests in separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”).
Human Capital Resources As of February 13, 2025, we had 85 full-time corporate employees. None of our corporate employees is represented by a labor union or covered by a collective bargaining agreement.
Human Capital Resources As of February 12, 2026, we had 78 full-time corporate employees. None of our corporate employees are represented by a labor union or covered by a collective bargaining agreement.
Some of these entities have substantially greater financial and operational resources than we have. This competition may increase the bargaining power of property owners seeking to sell, reduce the number of suitable investment opportunities available to us, and increase the cost of acquiring targeted lodging properties. The lodging industry is highly competitive.
This competition may increase the bargaining power of property owners seeking to sell, reduce the number of suitable investment opportunities available to us, and increase the cost of acquiring targeted lodging properties. The lodging industry is highly competitive.
None of the Phase I environmental site assessments of the lodging properties in our portfolio revealed any past or present environmental condition that we believe could have a material adverse effect on our business, consolidated financial position, or consolidated results of operations.
However, no site assessments conducted to date have revealed any past or present environmental condition that we believe could have a material adverse effect on our business, consolidated financial position, or consolidated results of operations.
Additionally, we have expanded charitable engagement with our community through the Summit Foundation, our 501(c)(3) nonprofit organization, and have broadened our social programs to enhance connectivity among our employees, business partners, and other stakeholders to better enable us to have a positive effect on our community.
Additionally, we have expanded charitable engagement with our community through the Summit Foundation, our 501(c)(3) nonprofit organization, and have broadened our social programs to enhance connectivity among our employees, business partners, and other stakeholders to better enable us to have a positive effect on our community. 7 Tax Status REIT Election We have elected to be taxed as a REIT under Sections 856 through 859 of the IRC, commencing with our short taxable year ended December 31, 2011.
Furthermore, persons who sent waste to a waste disposal facility, such as a landfill or an incinerator, may be liable for costs associated with cleanup of that facility. 6 Some of our properties may have contained historical uses which involved the use or storage of hazardous chemicals and petroleum products (for example, storage tanks, gas stations and dry-cleaning operations) which if released, could have affected our properties.
Some of our properties may have contained historical uses which involved the use or storage of hazardous chemicals and petroleum products (for example, storage tanks, gas stations and dry-cleaning operations) which if released, could have affected our properties.
Our consolidated debt includes, and may include in the future, debt secured by stock pledges, mortgage debt secured by lodging properties and unsecured debt. As of December 31, 2024, we had $1.4 billion in outstanding indebtedness, including $710.5 million related to our joint ventures.
As of December 31, 2025, we had $1.4 billion in outstanding indebtedness, including $716.6 million related to our joint ventures.
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Our pro rata debt, taking into consideration only our portion of our joint venture debt, was $1.1 billion at December 31, 2024.
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We also use interest rate swaps to hedge our risks on variable rate debt, and to maintain a balanced fixed-to-floating debt ratio. Our consolidated debt includes, and may include in the future, debt secured by stock pledges, mortgage debt secured by lodging properties and unsecured debt.
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Independent environmental consultants conducted Phase I environmental site assessments on all of our properties prior to acquisition and we intend to conduct Phase I environmental site assessments on properties we acquire in the future. Phase I site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed properties and surrounding properties.
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Competition We face competition for investments in lodging properties from institutional pension funds, private equity investors, REITs, lodging companies and others who are engaged in acquisitions of and investments in lodging properties. Some of these entities have substantially greater financial and operational resources than we have.
Removed
These assessments do not generally include soil sampling, subsurface investigations or comprehensive asbestos surveys. In some cases, the Phase I environmental site assessments were conducted by another entity such as a lender, and we may not have the authorization to rely on such reports.
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Furthermore, persons who sent waste to a waste disposal facility, such as a landfill or an incinerator, may be liable for costs associated with cleanup of that facility.
Removed
In addition, the Phase I environmental site assessments may also have failed to reveal all environmental conditions, liabilities or compliance concerns.
Added
We perform site assessments to evaluate the environmental condition of all of our properties prior to acquisition. Typically, these assessments are limited in scope and do not involve sampling or other extensive investigative procedures. As a result, they may not identify all existing environmental conditions, particularly as environmental laws and standards continue to evolve over time.
Removed
The Phase I environmental site assessments were completed at various times and material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future; and future laws, ordinances or regulations may impose material additional environmental liability.
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Over the past few years, we have expanded the number of our lodging properties with smart building technologies, electric vehicle charging stations, and green certifications.
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We reduced our Scope 1 and 2 greenhouse gas emissions by 26% from our 2019 baseline year by reducing our energy consumption by approximately 6% and increasing the percentage of our electricity sourced from renewable energy by 12%.
Removed
For more information on these and our other sustainability practices, including environmental and social metrics and results, please see our current sustainability report available on our website at https://www.shpreit.com/responsibility/about. 7 Tax Status REIT Election We have elected to be taxed as a REIT under Sections 856 through 859 of the IRC, commencing with our short taxable year ended December 31, 2011.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, sophisticated hardware and operating system software and applications that we and our third-party property managers or franchisors may procure from outside companies may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with our internal operations or the operations at our lodging properties. 18 The costs to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential business at our lodging properties.
Biggest changeThe costs to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential business at our lodging properties.
If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to make the investments needed to expand our business, or to meet our obligations and commitments as they mature.
If we are unable to obtain the needed capital on satisfactory terms or at all, we may not be able to make the investments needed to expand our business, or to meet our obligations and commitments as they mature.
Summary of Risk Factors Risks Related to Our Business • Risks related to achieving revenue and net income growth • Risks related to financing, including the risk of leverage and the corresponding risk of default on our existing indebtedness and potential inability to refinance or extend the maturities of our existing indebtedness; • Risks related to acquisitions • Risks of taxable gains as a result of lodging property dispositions • Risks related to our third-party property management companies • Risks related to lodging property management and franchise agreements • Risks related to increased interest rates or continued high rates of interest, and our ability to hedge our interest rate exposure • Risks related to retaining key personnel • Risks related to organized labor • Risks related to the effect on our business or guest confidence from a data breach or significant disruption of property operator information technology networks as a result of cyber-attacks that are greater than insurance coverages or indemnities from service providers • Risks related to uninsured and underinsured losses • Risks related to the management of our joint ventures • Risks related to inflation • Risks related to credit financing that we may provide to borrowers • Risks related to global, national, regional and local economic and geopolitical conditions and events, including wars or potential hostilities, such as terrorist attacks that may affect travel 9 Risks Related to the Lodging Industry • Risks related to infectious disease outbreaks or pandemics • Risks related to adverse changes in economic conditions • Risks related to competition from other lodging properties and alternative accommodations • Risks inherent to the ownership of lodging properties and the markets in which we operate • Risks related to lodging property development and other capital expenditures • Risks related to changes in consumer trends and preferences Risks Related to the Real Estate Industry and Real Estate-Related Investments • Risks related to the illiquidity of real estate investments • Risks related to compliance with the laws, regulations and covenants that apply to our lodging properties • Risks related to right-of-use assets on which certain of our lodging properties are located • Risks related to adverse changes in income and property tax rates or amendments to tax regimes that increase our state and local tax liabilities Risks Related to Our Organization and Structure • Risks related to our fiduciary duties as the general partner of our Operating Partnership • Risks related to the provisions of our charter • Risks related to the provisions of Maryland law • Risks related to the limited rights of our stockholders • Risks related to actions taken by our board of directors • Risks related to being a holding company with no direct operations • Risks related to maintaining an effective system of internal controls Risks Related to Ownership of Our Securities • Risks related to the continued listing of our securities on a nationally-recognized exchange • Risks related to expected distributions • Risks related to stock price volatility • Risks related to the issuance of debt or equity securities Risks Related to Our Status as a REIT • Risks related to compliance with REIT requirements • Risks related to our TRS structure, including increased tax liabilities and operating costs • Risks that transactions with our TRSs are not conducted on arm's-length terms • Risks that the management companies of our lodging properties may not qualify as “eligible independent contractors,” or our lodging properties may not be considered “qualified lodging facilities” • Risks that the 100% prohibited transactions tax may limit our ability to dispose of our properties • Risks related to adverse legislative or regulatory tax changes • Risks related to our REIT distribution requirements • Risks that our Operating Partnership could be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes • Risks that stockholders may be restricted from acquiring or transferring certain amounts of our stock • Risks that the IRS could determine that certain payments we have received in the nature of liquidated damages may not be ignored for purposes of the gross income tests applicable to REITs Risks Related to Corporate Responsibility • Risks related to our corporate responsibility matters • Risks related to environmental uncertainties and natural disasters 10 The following risk factors address the material risks concerning our business.
Summary of Risk Factors Risks Related to Our Business • Risks related to achieving revenue and net income growth • Risks related to financing, including the risk of leverage and the corresponding risk of default on our existing indebtedness and potential inability to refinance or extend the maturities of our existing indebtedness • Risks related to acquisitions • Risks of taxable gains as a result of lodging property dispositions • Risks related to our third-party property management companies • Risks related to lodging property management and franchise agreements • Risks related to increased interest rates or continued high rates of interest, and our ability to hedge our interest rate exposure • Risks related to retaining key personnel • Risks related to organized labor • Risks related to the effect on our business or guest confidence from a data breach or significant disruption of property operator information technology networks as a result of cyber-attacks that are greater than insurance coverages or indemnities from service providers • Risks related to uninsured and underinsured losses • Risks related to the management of our joint ventures • Risks related to inflation • Risks related to credit financing that we may provide to borrowers • Risks related to global, national, regional and local economic and geopolitical conditions and events, including wars or potential hostilities, such as terrorist attacks that may affect travel 9 Risks Related to the Lodging Industry • Risks related to infectious disease outbreaks or pandemics • Risks related to adverse changes in economic conditions • Risks related to competition from other lodging properties and alternative accommodations • Risks inherent to the ownership of lodging properties and the markets in which we operate • Risks related to lodging property development and other capital expenditures • Risks related to changes in consumer trends and preferences Risks Related to the Real Estate Industry and Real Estate-Related Investments • Risks related to the illiquidity of real estate investments • Risks related to compliance with the laws, regulations and covenants that apply to our lodging properties • Risks related to right-of-use assets on which certain of our lodging properties are located • Risks related to adverse changes in income and property tax rates or amendments to tax regimes that increase our state and local tax liabilities Risks Related to Our Organization and Structure • Risks related to our fiduciary duties as the general partner of our Operating Partnership • Risks related to the provisions of our charter • Risks related to the provisions of Maryland law • Risks related to the limited rights of our stockholders • Risks related to actions taken by our Board of Directors • Risks related to being a holding company with no direct operations • Risks related to maintaining an effective system of internal controls Risks Related to Ownership of Our Securities • Risks related to the continued listing of our securities on a nationally-recognized exchange • Risks related to expected distributions • Risks related to stock price volatility • Risks related to the issuance of debt or equity securities • Risks related to implementing our share repurchase program Risks Related to Our Status as a REIT • Risks related to compliance with REIT requirements • Risks related to our TRS structure, including increased tax liabilities and operating costs • Risks that transactions with our TRSs are not conducted on arm's-length terms • Risks that the management companies of our lodging properties may not qualify as “eligible independent contractors,” or our lodging properties may not be considered “qualified lodging facilities” • Risks that the 100% prohibited transactions tax may limit our ability to dispose of our properties • Risks related to adverse legislative or regulatory tax changes • Risks related to our REIT distribution requirements • Risks that our Operating Partnership could be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes • Risks that stockholders may be restricted from acquiring or transferring certain amounts of our stock • Risks that the IRS could determine that certain payments we have received in the nature of liquidated damages may not be ignored for purposes of the gross income tests applicable to REITs Risks Related to Corporate Responsibility • Risks related to our corporate responsibility matters • Risks related to environmental uncertainties and natural disasters 10 The following risk factors address the material risks concerning our business.
Other factors that could affect the market price of our stock include the following: • actual or anticipated variations in our quarterly results of operations; • increases in interest rates; • changes in market valuations of companies in the lodging industry; • changes in expectations of future financial performance or changes in estimates of securities analysts; • fluctuations in stock market prices and volumes; • our issuances of common stock, preferred stock, convertible notes or other securities in the future; • the inclusion of our common stock and preferred stock in equity indices, which could induce additional purchases; • the exclusion of our common stock and preferred stock from equity indices; • the addition or departure of key personnel; • announcements by us or our competitors of acquisitions, investments or strategic alliances; • unforeseen events beyond our control, such as instability in the national, European or global economy, terrorist attacks, travel-related health concerns including pandemics and epidemics, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities and travel-related accidents and unusual weather patterns, including natural disasters; and • changes in the tax laws or regulations to which we are subject.
Other factors that could affect the market price of our stock include the following: • actual or anticipated variations in our quarterly results of operations; • increases in interest rates; • debt levels; • changes in market valuations of companies in the lodging industry; • changes in expectations of future financial performance or changes in estimates of securities analysts; • fluctuations in stock market prices and volumes; • our issuances of common stock, preferred stock, convertible notes or other securities in the future; • the inclusion of our common stock and preferred stock in equity indices, which could induce additional purchases; • the exclusion of our common stock and preferred stock from equity indices; • the addition or departure of key personnel; • announcements by us or our competitors of acquisitions, investments or strategic alliances; • unforeseen events beyond our control, such as instability in the national, European or global economy, terrorist attacks, travel-related health concerns including pandemics and epidemics, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities and travel-related accidents and unusual weather patterns, including natural disasters; and • changes in the tax laws or regulations to which we are subject.
The real estate market is also affected by many factors that are beyond our control, including: • adverse changes in international, national, regional and local economic and market conditions; • changes in interest rates and in the availability, cost and terms of debt financing; • governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances and any changes thereto; • the ongoing need for capital improvements, particularly in older structures, that may require us to periodically close or partially close our assets for renovation and expend funds to correct defects or to make improvements before an asset can be sold; • changes in operating expenses; and • civil unrest, acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism, environmental uncertainties, or outbreaks of highly infectious diseases or pandemics.
The real estate market is also affected by many factors that are beyond our control, including: • adverse changes in international, national, regional and local economic and market conditions; • changes in interest rates and in the availability, cost and terms of debt financing; • governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances and any changes thereto; • the ongoing need for capital improvements, particularly in older structures, that may require us to periodically close or partially close our assets for renovation and expend funds to correct defects or to make improvements before an asset can be sold; • changes in operating expenses; • adverse political conditions or uncertainty; and • civil unrest, acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism, environmental uncertainties, or outbreaks of highly infectious diseases or pandemics.
If the amount of sales made through OTA's increases significantly, guestroom revenue may be negatively affected, which could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 22 Consumer trends and preferences, particularly with respect to younger generations, could change away from select-service lodging properties.
If the amount of sales made through OTA's increases significantly, guestroom revenue may be negatively affected, which could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. Consumer trends and preferences, particularly with respect to younger generations, could change away from select-service lodging properties.
Our common stock trades on the NYSE under the symbol “INN,” our 6.25% Series E Cumulative Redeemable Preferred Stock trades on the NYSE under the symbol “INN-PE,” and our 5.875% Series F Cumulative Redeemable Preferred Stock trades on the NYSE under the symbol "INN-PF." In order for our securities to remain listed, we are required to meet the continued listing requirements of the NYSE or, in the alternative, any other nationally-recognized exchange to which we apply.
Our common stock trades on the NYSE under the symbol “INN,” our 6.25% Series E Cumulative Redeemable Preferred Stock trades on the NYSE under the symbol “INN-PE,” and our 5.875% Series F Cumulative Redeemable Preferred Stock trades on the NYSE under the symbol “INN-PF.” In order for our securities to remain listed, we are required to meet the continued listing requirements of the NYSE or, in the alternative, any other nationally-recognized exchange to which we apply.
A private letter ruling can be relied upon only by the taxpayer to whom it was issued. Based on the IRS’s private letters rulings and the advice of our tax advisors, we believe these payments should be ignored for purposes of the gross income tests. No assurance can be provided that the IRS will not successfully challenge that position.
A private letter ruling can be relied upon only by the taxpayer to whom it was issued. Based on the IRS’s private letter rulings and the advice of our tax advisors, we believe these payments should be ignored for purposes of the gross income tests. No assurance can be provided that the IRS will not successfully challenge that position.
Our failure to meet the market’s expectations with regard to future earnings and distributions likely would adversely affect the market price of our common and preferred stock. The trading market for our stock may 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.
Our failure to meet the market’s expectations with regard to future earnings and distributions likely would adversely affect the market price of our common and preferred stock. 29 The trading market for our stock may 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.
Even in situations where we have engaged in mitigation efforts, we may incur significant losses or repair costs or business interruptions that may not be fully covered by insurance. Additionally, our business is exposed to risks associated with efforts to mitigate or respond to climate change, including but not limited to regulatory developments and changes in market demand.
Even in situations where we have engaged in mitigation efforts, we may incur significant losses or repair costs or business interruptions that may not be fully covered by insurance. 35 Additionally, our business is exposed to risks associated with efforts to mitigate or respond to climate change, including but not limited to regulatory developments and changes in market demand.
These restrictions on transferability and ownership will not apply, however, if our board of directors determines that it is no longer in our best interest to continue to qualify as a REIT. 33 We may pay taxable dividends in our common stock and cash, in which case stockholders may sell shares of our common stock to pay taxes on such dividends.
These restrictions on transferability and ownership will not apply, however, if our Board of Directors determines that it is no longer in our best interest to continue to qualify as a REIT. We may pay taxable dividends in our common stock and cash, in which case stockholders may sell shares of our common stock to pay taxes on such dividends.
We do not currently intend to pay a taxable dividend of our common stock and cash. The 100% prohibited transactions tax may limit our ability to dispose of our properties, and we could incur a material tax liability if the IRS successfully asserts that the 100% prohibited transaction tax applies to some or all of our past or future dispositions.
We do not currently intend to pay a taxable dividend of our common stock and cash. 34 The 100% prohibited transactions tax may limit our ability to dispose of our properties, and we could incur a material tax liability if the IRS successfully asserts that the 100% prohibited transaction tax applies to some or all of our past or future dispositions.
Economic weakness could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 20 We experience a high level of competition from other hotels and alternative accommodations in the markets in which we operate. The lodging industry is highly competitive.
Economic weakness could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. We experience a high level of competition from other hotels and alternative accommodations in the markets in which we operate. The lodging industry is highly competitive.
In addition, our TRSs are subject to regular corporate federal, state and local taxes. Any of these taxes would decrease cash available for distributions to stockholders. 30 Failure to make required distributions would subject us to federal corporate income tax. We intend to operate in a manner so as to qualify as a REIT for federal income tax purposes.
In addition, our TRSs are subject to regular corporate 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 federal corporate income tax. We intend to operate in a manner so as to qualify as a REIT for federal income tax purposes.
Our reputation could be harmed if we fail, or are perceived to fail, to comply with various regulatory requirements or if we are unable to meet expectations in a number of areas such as health, safety and security; sustainability; environmental stewardship; climate change; human rights; and corporate governance.
Our reputation could be harmed if we fail, or are perceived to fail, to comply with various regulatory requirements or if we are unable to meet expectations in a number of areas such as health, safety and security; sustainability; environmental stewardship; climate change; human rights; human capital and corporate governance.
These conditions could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 21 We have significant ongoing needs to make capital expenditures at our lodging properties, which require us to devote funds to these purposes.
These conditions could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. We have significant ongoing needs to make capital expenditures at our lodging properties, which require us to devote funds to these purposes.
If we cease to be a REIT, we would become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders. 26 We are a holding company with no direct operations.
If we cease to be a REIT, we would become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders. We are a holding company with no direct operations.
In addition, we will be subject to a 4% non-deductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under the IRC. The REIT distribution requirements may adversely affect our operations.
In addition, we will be subject to a 4% non-deductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under the IRC. 31 The REIT distribution requirements may adversely affect our operations.
These covenants may restrict, among other activities, our and our subsidiaries’ ability to: • merge, consolidate or transfer all or substantially all of our or our subsidiaries’ assets; • sell, transfer, pledge or encumber our stock or the ownership interests of our subsidiaries; • incur additional debt or place mortgages on our unencumbered hotels; • make certain investments in lodging properties or other assets; • enter into, terminate or modify leases for our lodging properties and property management and franchise agreements; • make certain expenditures, including capital expenditures; • undertake construction of certain development assets if aggregate budgeted costs for such assets exceeds a specified percentage of total asset value; • pay dividends on or repurchase our capital stock; and • enter into certain transactions with affiliates.
These covenants may restrict, among other activities, our and our subsidiaries’ ability to: • merge, consolidate or transfer all or substantially all of our or our subsidiaries’ assets; • sell, transfer, pledge or encumber our stock or the ownership interests of our subsidiaries; • incur additional debt or place mortgages on our unencumbered hotels; • make certain investments in lodging properties or other assets; • enter into, terminate or modify leases for our lodging properties and property management and franchise agreements; • make certain expenditures, including capital expenditures; • undertake construction of certain development assets if aggregate budgeted costs for such assets exceed a specified percentage of total asset value; • pay dividends on or repurchase our capital stock; and • enter into certain transactions with affiliates.
The sale of certain properties could result in significant tax liabilities unless we are able to offset taxable gains through tax planning strategies under the IRC including the use of net operating loss carryforwards ("NOLs") or like-kind exchanges under Section 1031 of the IRC ("1031 Exchanges").
The sale of certain properties could result in significant tax liabilities unless we are able to offset taxable gains through tax planning strategies under the IRC including the use of net operating loss carryforwards ( “ NOLs ” ) or like-kind exchanges under Section 1031 of the IRC ( “ 1031 Exchanges ” ).
These conditions could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. Development of lodging properties is subject to timing, budgeting and other risks.
These conditions could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 22 Development of lodging properties is subject to timing, budgeting and other risks.
Our ability to successfully integrate newly acquired lodging properties or achieve expected operating performance is subject to the following risks: • we may not possess the same level of familiarity with the dynamics and market conditions of any new markets that we may enter, which could result in overpaying for lodging properties in new markets or the lodging properties not achieving their maximum potential; • market conditions may result in lower-than-expected occupancy and guestroom rates; • we may acquire lodging properties without any recourse, or with only limited recourse, for liabilities, whether known or unknown, such as cleanup of environmental contamination, claims by tenants, vendors or other persons against the former owners of the lodging properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the lodging properties; • we may need to spend more than anticipated amounts to make necessary improvements or renovations to our newly acquired lodging properties; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of lodging properties, into our existing operations; and 12 • the inability of our acquired lodging properties to meet our operating performance expectations could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock.
Our ability to successfully integrate newly acquired lodging properties or achieve expected operating performance is subject to the following risks: • we may not possess the same level of familiarity with the dynamics and market conditions of any new markets that we may enter, which could result in overpaying for lodging properties in new markets or the lodging properties not achieving their maximum potential; • market conditions may result in lower-than-expected occupancy and guestroom rates; • we may acquire lodging properties without any recourse, or with only limited recourse, for liabilities, whether known or unknown, such as cleanup of environmental contamination, claims by tenants, vendors or other persons against the former owners of the lodging properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the lodging properties; • we may need to spend more than anticipated amounts to make necessary improvements or renovations to our newly acquired lodging properties; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of lodging properties, into our existing operations; and • the inability of our acquired lodging properties to meet our operating performance expectations could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 12 We may assume liabilities in connection with the acquisition of lodging properties, including unknown liabilities.
We expect to continue to rely on external sources of capital, including debt and equity financing, and contributions from joint venture partners related to joint venture activities, to fund future capital needs.
We expect to continue to rely on external sources of capital, including debt, convertible debt and equity financing, and contributions from joint venture partners related to joint venture activities, to fund future capital needs.
In this event, we would fail to qualify as a REIT unless we or such subsidiary REIT could avail ourselves or itself of certain relief provisions. We may be subject to adverse legislative or regulatory tax changes. At any time, the federal income tax laws governing REITs, or the administrative interpretations of those laws, may be amended.
In this event, we would fail to qualify as a REIT unless we or such subsidiary REIT could avail ourselves of certain relief provisions. 33 We may be subject to adverse legislative or regulatory tax changes. At any time, the federal income tax laws governing REITs, or the administrative interpretations of those laws, may be amended.
We may assume liabilities in connection with the acquisition of lodging properties, including unknown liabilities. We may assume existing liabilities in connection with the acquisition of lodging properties, some of which may be unknown or unquantifiable on the acquisition date.
We may assume existing liabilities in connection with the acquisition of lodging properties, some of which may be unknown or unquantifiable on the acquisition date.
We believe that our organization and method of operation has enabled us to meet the requirements for qualification and taxation as a REIT commencing with our short taxable year ended December 31, 2011. However, we cannot provide assurance that we will remain qualified as a REIT.
We believe that our organization and method of operation have enabled us to meet the requirements for qualification and taxation as a REIT commencing with our short taxable year ended December 31, 2011. However, we cannot provide assurance that we will remain qualified as a REIT.
If one or more of the lodging properties in our portfolio is not in compliance with the ADA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance and we might incur damages or governmental fines.
If one or more of the lodging properties in our portfolio are not in compliance with the ADA or any other regulatory requirements, we may be required to incur additional costs to bring the property into compliance and we might incur damages or governmental fines.
We own approximately 87% of the Common Units in the Operating Partnership, all of the issued and outstanding 6.25% Series E Cumulative Redeemable Preferred Units of the Operating Partnership (“Series E Preferred Units”), and all of the issued and outstanding 5.875% Series F Cumulative Redeemable Preferred Units of the Operating Partnership ("Series F Preferred Units").
We own approximately 89% of the Common Units in the Operating Partnership, all of the issued and outstanding 6.25% Series E Cumulative Redeemable Preferred Units of the Operating Partnership (“Series E Preferred Units”), and all of the issued and outstanding 5.875% Series F Cumulative Redeemable Preferred Units of the Operating Partnership (“Series F Preferred Units”).
Cyber-attacks are expected to accelerate on a global basis in both frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques that circumvent controls, evade detection, and remove or obfuscate forensic evidence, which means that we and our third-party providers may be unable to detect, investigate, contain or recover from future attacks or incidents in a timely or effective manner.
Cyber-attacks are expected to accelerate on a global basis in both frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques that circumvent controls, evade detection, and remove or obfuscate forensic evidence, which means that we and our critical third-parties may be unable to detect, investigate, contain or recover from future attacks or incidents in a timely or effective manner.
Also, as of December 31, 2024, six of our lodging properties are subject to third-party ground leases which generally require periodic increases in rent payments.
Also, as of December 31, 2025, six of our lodging properties are subject to third-party ground leases which generally require periodic increases in rent payments.
If one or more of these analysts ceases coverage of our Company, we could lose attention in the market, which in turn could cause the price of our stock to decline.
If one or more of these analysts cease coverage of our Company, we could lose attention in the market, which in turn could cause the price of our stock to decline.
Risks Related to the Lodging Industry The outbreak of any highly infectious or contagious diseases, could adversely affect the number of guests visiting our lodging properties and disrupt our operations, resulting in a material adverse effect on our business, consolidated financial position, results of operations and cash flows.
These conditions could have a material adverse effect on our business, consolidated financial position, results of operations and cash flows. 20 Risks Related to the Lodging Industry The outbreak of any highly infectious or contagious diseases could adversely affect the number of guests visiting our lodging properties and disrupt our operations, resulting in a material adverse effect on our business, consolidated financial position, results of operations and cash flows.
A portion of our long-term debt existing as of December 31, 2024 is secured by mortgages on our lodging properties.
A portion of our long-term debt existing as of December 31, 2025 is secured by mortgages on our lodging properties.
We have entered into six interest rate swaps having an aggregate notional amount of $625.0 million at December 31, 2024, to hedge against interest rate increases on certain of our outstanding variable-rate indebtedness. In the future, we may manage our exposure to interest rate volatility by using hedging arrangements, such as interest rate swaps, caps, and collars.
We have entered into nine interest rate swaps having an aggregate notional amount of $983.0 million at December 31, 2025, to hedge against interest rate increases on certain of our outstanding variable-rate indebtedness. In the future, we may manage our exposure to interest rate volatility by using hedging arrangements, such as interest rate swaps, caps, and collars.
As of December 31, 2024, Aimbridge Hospitality or its affiliates (“Aimbridge”) managed 50 of our 97 lodging properties. Thus, a substantial portion of our revenues is generated by lodging properties managed by Aimbridge. This significant concentration of operational risk in one management company makes us more vulnerable economically than if our management was more diversified among several management companies.
As of December 31, 2025, Aimbridge Hospitality or its affiliates (“Aimbridge”) managed 49 of our 95 lodging properties. Thus, a substantial portion of our revenues is generated by lodging properties managed by Aimbridge. This significant concentration of operational risk in one management company makes us more vulnerable economically than if our management was more diversified among several management companies.
If any of our properties are not deemed to be a "qualified lodging facility," we may fail to qualify as a REIT.
If any of our properties are not deemed to be a “qualified lodging facility,” we may fail to qualify as a REIT.
Moreover, even if the “protective” TRS election was to be effective in the event of the failure of our subsidiary REIT to maintain its qualification as a REIT, such subsidiary REIT would be subject to federal income tax and we cannot assure you that we would not fail to satisfy the requirement that not more than 20% of the value of our total assets may be represented by the securities of one or more TRSs.
Moreover, even if the “protective” TRS election was to be effective in the event of the failure of our subsidiary REIT to maintain its qualification as a REIT, such subsidiary REIT would be subject to federal income tax and we cannot assure you that we would not fail to satisfy the requirement that not more than 20% (25% for taxable years beginning after December 31, 2025) of the value of our total assets may be represented by the securities of one or more TRSs.
The performance of the lodging industry has historically been directly correlated to the performance of the general economy and, specifically, growth in U.S. gross domestic product (“GDP”). The lodging industry is also sensitive to business and personal discretionary spending levels.
The performance of the lodging industry is most often directly correlated to the performance of the general economy and, specifically, growth in U.S. gross domestic product (“GDP”). The lodging industry is also sensitive to business and personal discretionary spending levels.
As of February 13, 2025, all 14,609,276 of the Common Units are redeemable and may in the future be converted into shares of our common stock on a one-for-one basis and sold into the public market.
As of February 12, 2026, all 13,009,276 of the Common Units are redeemable and may in the future be converted into shares of our common stock on a one-for-one basis and sold into the public market.
If our securities are delisted from the NYSE or another nationally-recognized exchange, we could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • a limited ability of our stockholders to make transactions in our securities; • additional trading restrictions being placed on us; • reduced liquidity with respect to our securities; • a determination that our common stock is “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the common stock; • a limited amount of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future.
If our securities are delisted from the NYSE or another nationally-recognized exchange, we could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • a limited ability of our stockholders to make transactions in our securities; • additional trading restrictions being placed on us; • reduced liquidity with respect to our securities; • a determination that our common stock is “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the common stock; • a limited amount of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future. 28 The cash available for distribution may not be sufficient to make distributions at expected levels and we may use borrowed funds or funds from other sources to make distributions.
In addition, for a property management company to qualify as an eligible independent contractor, such company or a related person must be actively engaged in the trade or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related to the REIT or its TRS at each time that such company enters into a property management contract with a TRS or its TRS Lessee.
Accordingly, there can be no assurance that these ownership levels will not be exceeded. 32 In addition, for a property management company to qualify as an eligible independent contractor, such company or a related person must be actively engaged in the trade or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related to the REIT or its TRS at each time that such company enters into a property management contract with a TRS or its TRS Lessee.
If we generate capital gains on property sales, we may be subject to significant tax liabilities unless we have NOLs available to offset these capital gains (at December 31, 2024, our TRSs had federal net operating losses of $48.8 million which are not subject to expiration and state net operating losses of $33.6 million, which expire beginning in 2025).
If we generate capital gains on property sales, we may be subject to significant tax liabilities unless we have NOLs available to offset these capital gains (at December 31, 2025, our TRSs had federal net operating losses of $52.5 million which are not subject to expiration and state net operating losses of $35.3 million, which expire beginning in 2028).
Our lodging properties incur costs to comply with these environmental, health and safety laws and regulations and if these regulatory requirements are not met or unforeseen events result in the discharge of dangerous or toxic substances at our lodging properties, we could be subject to fines and penalties for non-compliance with applicable laws and material liability from third parties for harm to the environment, damage to real property or personal injury and death.
Our lodging properties incur costs to comply with these environmental, health and safety laws and regulations and if these regulatory requirements are not met or unforeseen events result in the discharge of dangerous or toxic substances at our lodging properties, we could be subject to fines and penalties for non-compliance with applicable laws and material liability from third parties for harm to the environment, damage to real property or personal injury and death. 24 Certain lodging properties we currently own or those we acquire in the future contain, may contain, or may have contained, asbestos-containing material (“ACM”).
The exchange of Common Units for common stock, the vesting of any equity-based awards granted to certain directors, executive officers and other employees under the 2024 Equity Incentive Plan, which was restated effective May 22, 2024 (as amended and restated, the “Equity Plan”), the issuance of our common stock or Common Units in connection with lodging property, portfolio or business acquisitions and other issuances of our common stock or Common Units could have an adverse effect on the market price of the shares of our common stock. 29 We may execute future offerings of debt securities, which would be senior to our common and preferred stock upon liquidation, and issuances of equity securities (including Common Units).
The exchange of Common Units for common stock, the vesting of any equity-based awards granted to certain directors, executive officers and other employees under the 2024 Equity Incentive Plan, which was restated effective May 22, 2024 (as amended and restated, the “Equity Plan”), the issuance of our common stock or Common Units in connection with lodging property, portfolio or business acquisitions and other issuances of our common stock or Common Units could have an adverse effect on the market price of the shares of our common stock.
The development of lodging properties involves a number of risks, including the following: • possible environmental problems; • construction cost overruns and delays; • receipt of and expense related to zoning, occupancy and other required governmental permits and authorizations; • development costs incurred for projects that are not pursued to completion; • acts of God such as earthquakes, hurricanes, floods or fires that could adversely affect a project; • inability to raise capital; and • governmental restrictions on the nature or size of a project.
The development of lodging properties involves a number of risks, including the following: • possible environmental problems; • construction cost overruns and delays; • receipt of and expense related to zoning, occupancy and other required governmental permits and authorizations; • development costs incurred for projects that are not pursued to completion; • acts of God such as earthquakes, hurricanes, floods or fires that could adversely affect a project; • inability to raise capital; and • governmental restrictions on the nature or size of a project; To the extent we develop lodging properties or acquire lodging properties under development, we cannot provide assurance that any development project will be completed on time or within budget.
The ownership attribution rules that apply for purposes of these 35% thresholds are complex and monitoring actual and constructive ownership of our shares by our lodging property managers and their owners may not be practical. Accordingly, there can be no assurance that these ownership levels will not be exceeded.
The ownership attribution rules that apply for purposes of these 35% thresholds are complex and monitoring actual and constructive ownership of our shares by our lodging property managers and their owners may not be practical.
In addition, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from: • actual receipt of an improper benefit or profit in money, property or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
In addition, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from: • actual receipt of an improper benefit or profit in money, property or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated. 26 Our charter authorizes us to indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law.
Our lodging properties are primarily located in the top 50 MSAs and 91% are located within the top 100 MSAs. In certain regions, we have lodging properties that are concentrated geographically, which may increase business risks based on adverse market conditions.
Our lodging properties are primarily located in the top 50 MSAs and 91% are located within the top 100 MSAs. In certain regions, we have lodging properties that are concentrated geographically, which may increase business risks based on adverse market conditions. Adverse market developments in a particular region could adversely affect lodging demand and rates.
These conditions could have a material adverse effect on our profitability and cash generation. Restrictive covenants and other provisions in management and franchise agreements could preclude us from taking actions with respect to the sale, refinancing or rebranding of a lodging property that would otherwise be in our best interest.
Restrictive covenants and other provisions in management and franchise agreements could preclude us from taking actions with respect to the sale, refinancing or rebranding of a lodging property that would otherwise be in our best interest.
Any compromise of the function, security and availability of the information networks managed by our third-party property managers or franchisors could result in disruptions to operations, delayed sales or bookings, lost guest reservations, increased costs and lower margins.
Any compromise of the function, security and availability of the information networks managed by our third-party property managers or franchisors, which we do not control, could result in disruptions to operations, delayed sales or bookings, lost guest reservations, increased costs and lower margins that could, in turn, affect our consolidated financial position.
At December 31, 2024, our interest rate swaps were in an asset position totaling $11.6 million (see "Part II – Item 8. – Financial Statements and Supplementary Data – Note 8 – Derivative Financial Instruments and Hedging "). Our success depends on key personnel whose continued service is not guaranteed.
At December 31, 2025, our interest rate swaps were in a net asset position totaling $2.5 million (see “Part II – Item 8. – Financial Statements and Supplementary Data – Note 8 – Derivative Financial Instruments and Hedging ”). Our success depends on key personnel whose continued service is not guaranteed.
If states and localities in which we own material amounts of property or conduct material amounts of business make changes to their tax rates or tax regimes that increase our state and local tax liabilities, such increases could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock.
If states and localities in which we own material amounts of property or conduct material amounts of business make changes to their tax rates or tax regimes that increase our state and local tax liabilities, such increases could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 25 Risks Related to Our Organization and Structure Our fiduciary duties as the general partner of our Operating Partnership could create conflicts of interest.
Furthermore, we may not have sufficient borrowing capacity on our 2023 Senior Credit Facility to repay any amounts that we are unable to refinance. We believe that we will be able to refinance or extend the maturity of these loans or will have the capacity to repay them, if necessary, using draws under our 2023 Senior Credit Facility.
We believe that we will be able to refinance or extend the maturity of these loans or will have the capacity to repay them, if necessary, using draws under our 2023 Senior Credit Facility.
Customers may increasingly use Internet travel intermediaries. Guestrooms for our lodging properties can be booked through Internet travel intermediaries, including, but not limited to Expedia.com and Booking.com, and their portfolio of companies (commonly referred to as "online travel agents" or "OTA's").
Guestrooms for our lodging properties can be booked through Internet travel intermediaries, including, but not limited to Expedia.com and Booking.com, and their portfolio of companies (commonly referred to as “online travel agents” or “OTA's”).
Many of the information systems and networks used to operate our lodging properties are managed by our third-party property managers or franchisors and are not under our control.
Many of the IT Systems used to operate our lodging properties are managed and protected by our third-party property managers or franchisors.
Furthermore, persons who sent waste to a waste disposal facility, such as a landfill or an incinerator, may be liable for costs associated with cleanup of that facility. 23 In addition, our lodging properties (including our real property, operations and equipment) are subject to various federal, state and local environmental, health and safety regulatory requirements that address a wide variety of issues, including, but not limited to the registration, maintenance and operation of our boilers and storage tanks, air emissions from emergency generators, storm water and wastewater discharges, asbestos, lead-based paint, mold and mildew, and waste management.
In addition, our lodging properties (including our real property, operations and equipment) are subject to various federal, state and local environmental, health and safety regulatory requirements that address a wide variety of issues, including, but not limited to the registration, maintenance and operation of our boilers and storage tanks, air emissions from emergency generators, storm water and wastewater discharges, asbestos, lead-based paint, mold and mildew, and waste management.
During the year ended December 31, 2022 and thereafter, the U.S. economy has experienced a high rate of inflation, which has moderated during the year ended December 31, 2024 but still remains above historical levels.
During the year ended December 31, 2022 and thereafter, the U.S. economy has experienced a high rate of inflation, which has moderated during the year ended December 31, 2025.
Also, our Operating Partnership would become subject to federal, state and local income tax, which would significantly reduce the amount of cash available for debt service and for distribution to us. 31 Our current property management companies, or any other property management companies that we may engage in the future may not qualify as “eligible independent contractors,” or our lodging properties may not be considered “qualified lodging facilities.” Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs.
Our current property management companies, or any other property management companies that we may engage in the future may not qualify as “eligible independent contractors,” or our lodging properties may not be considered “qualified lodging facilities.” Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs.
In addition, because we are a holding company, stockholders’ claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries, including the Convertible Notes (as defined under "Part II - Item 8. – Financial Statements and Supplementary Data – Note 6 - Debt ").
We also rely on distributions from our Operating Partnership to meet any of our obligations, including tax liabilities on taxable income allocated to us from our Operating Partnership (which might make distributions to us that do not equal the tax on such allocated taxable income). 27 In addition, because we are a holding company, stockholders’ claims will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our Operating Partnership and its subsidiaries, including the Convertible Notes (as defined under “Part II - Item 8. – Financial Statements and Supplementary Data – Note 6 - Debt ”).
The trading prices of equity securities issued by REITs and other real estate companies historically have been affected by changes in market interest rates.
The market price of our stock may be volatile due to numerous circumstances beyond our control. The trading prices of equity securities issued by REITs and other real estate companies historically have been affected by changes in market interest rates.
Competition could adversely affect our occupancy, ADR and RevPAR, and may require us to provide additional amenities or make capital improvements that we otherwise would not have to make. These conditions could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock.
Competition could adversely affect our occupancy, ADR and RevPAR, and may require us to provide additional amenities or make capital improvements that we otherwise would not have to make.
Additionally, the existence of any material weakness or significant deficiency could require management to devote substantial time and incur significant expense to remediate any such conditions.
Additionally, the existence of any material weakness or significant deficiency could require management to devote substantial time and incur significant expense to remediate any such conditions. There can be no assurance that management will be able to remediate any material weaknesses in a timely manner.
Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks.
Although we and our third-party managers and franchisors have taken steps to protect our IT Systems and the data maintained in those systems, no security measures can guarantee protection against improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks.
An event of default that is not timely cured could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 24 The states and localities in which we own material amounts of property or conduct material business operations could raise their income and property tax rates or amend their tax regimes in a manner that increases our state and local tax liabilities.
The states and localities in which we own material amounts of property or conduct material business operations could raise their income and property tax rates or amend their tax regimes in a manner that increases our state and local tax liabilities.
Further, disputes between us and our joint venture partners may result in litigation or arbitration which could increase our expenses and prevent our officers and directors from focusing their time and effort on our business and could result in subjecting the lodging properties owned by the applicable joint venture to additional risks. 19 If a joint venture partner becomes bankrupt or otherwise defaults on its obligations under a joint venture agreement, we and any other remaining joint venture partners of that joint venture would generally remain liable for the joint venture liabilities.
Further, disputes between us and our joint venture partners may result in litigation or arbitration which could increase our expenses and prevent our officers and directors from focusing their time and effort on our business and could result in subjecting the lodging properties owned by the applicable joint venture to additional risks.
Adverse market developments in a particular region, which themselves may become more frequent and severe due to climate change, could adversely affect lodging demand and rates. Also, adverse market developments caused by increased capacity in a region in which we are located could adversely affect rates or demand for our lodging properties due to increased competition.
Also, adverse market developments caused by increased capacity in a region in which we are located could adversely affect rates or demand for our lodging properties due to increased competition. These conditions could have a material adverse effect on our profitability and cash generation.
However, our board of directors may by resolution elect to opt into the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt into the control share provisions of the MGCL in the future. 25 Our rights and the rights of our stockholders to take action against our directors and officers are limited.
In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our Board of Directors may by resolution elect to opt into the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt into the control share provisions of the MGCL in the future.
Risks Related to Our Status as a REIT Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation. The REIT rules and regulations are highly technical and complex.
Repurchase activity could have a negative effect on our stock price, increase volatility, or fail to enhance stockholder value. 30 Risks Related to Our Status as a REIT Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation. The REIT rules and regulations are highly technical and complex.
Portions of our information technology infrastructure or the information technology infrastructure of our third-party property managers and franchisors also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time.
Any of these events could materially affect our consolidated financial results, stock price and reputation, result in misstated financial reports and subject us to potential litigation and liability. 18 Portions of our IT Systems or that of the information technology infrastructure of our third-party property managers and franchisors also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that take place from time to time.
We may not be able to manage rapidly advancing artificial intelligence in our business which could adversely affect our competitive position. The evolution of artificial intelligence is occurring at a rapid pace. Artificial intelligence may present an opportunity to create meaningful efficiencies and improve our business performance.
If any of these events were to occur, our business, consolidated results of operations, and financial condition could be materially adversely affected. We may not be able to manage rapidly advancing artificial intelligence in our business, which could adversely affect our competitive position. The evolution of artificial intelligence is occurring at a rapid pace.
We own and may in the future own interests in entities that have elected to be taxed as a REIT under the U.S. federal income tax laws (each, a “subsidiary REIT”). A subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us.
If any subsidiary REIT failed to qualify as a REIT, we could be subject to higher taxes and could fail to remain qualified as a REIT. We own and may in the future own interests in entities that have elected to be taxed as a REIT under the U.S. federal income tax laws (each, a “subsidiary REIT”).
The IRC also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
In addition, the IRC limits the deductibility of interest paid or accrued by a TRS to its parent REIT to provide assurance that the TRS is subject to an appropriate level of corporate taxation. The IRC also imposes a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
Risks Related to the Real Estate Industry and Real Estate-Related Investments Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our lodging properties or to adjust our portfolio in response to changes in economic and other conditions.
As our portfolio is concentrated in select-service hotels, significant consumer shifts in preferences could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. 23 Risks Related to the Real Estate Industry and Real Estate-Related Investments Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our lodging properties or to adjust our portfolio in response to changes in economic and other conditions.
Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our computer systems, or the computer systems operated by our third-party property managers and franchisors, or otherwise exploit any security vulnerabilities of our respective networks.
We and our critical third parties remain vulnerable to viruses, “worms” and other malicious software programs (e.g., ransomware) that are designed to attack our IT Systems or the systems operated by our third-party property managers and franchisors, or otherwise exploit any security vulnerabilities of our respective networks.
A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment.
A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis in its investment. If distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock.
In the event of a successful challenge, we believe that we would be able to maintain our REIT status if we qualified to use a REIT “savings clause” and paid the required penalty. 34 Risks Related to Certain Corporate Responsibility Matters Increasing attention to and evolving expectations for corporate responsibility matters may increase our costs, harm our reputation, or otherwise adversely affect our business.
In the event of a successful challenge, we believe that we would be able to maintain our REIT status if we qualified to use a REIT “savings clause” and paid the required penalty.
To the extent we develop lodging properties or acquire lodging properties under development, we cannot provide assurance that any development project will be completed on time or within budget. Our inability to complete a project on time or within budget could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock.
Our inability to complete a project on time or within budget could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock. Customers may increasingly use Internet travel intermediaries.
There can be no assurance that management will be able to remediate any material weaknesses in a timely manner. 27 Risks Related to Ownership of Our Securities The New York Stock Exchange (“NYSE”) or another nationally-recognized exchange may not continue to list our securities.
Risks Related to Ownership of Our Securities The New York Stock Exchange (“NYSE”) or another nationally-recognized exchange may not continue to list our securities.
As our portfolio is concentrated in select-service hotels, significant consumer shifts in preferences away from select-service hotels could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock.
Any of these conditions could adversely affect our consolidated financial position, results of operations, and cash flows or the market price of our stock.
We and our third-party managers and franchisors rely on information technology networks and systems, including the Internet, to process, transmit and store electronic customer information. These systems require the collection and retention of large volumes of the personally identifiable information of the guests of our lodging properties, including credit card numbers.
These systems require the collection and retention of large volumes of the personally identifiable information of the employees and guests of our lodging properties, such as credit card numbers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program is integrated with our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. 35 Our cybersecurity risk management program includes the following key elements: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment; • the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes and internal IT and risk management professionals principally responsible for directing (1) our cybersecurity risk assessment processes, (2) our security processes, and (3) our response to cybersecurity incidents; • cybersecurity awareness training of employees with access to our IT systems; • a cybersecurity incident response plan to respond to cybersecurity incidents; and • a third-party risk management process for service providers.
Biggest changeKey Elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information; • the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes and internal IT and risk management professionals principally responsible for directing (1) our cybersecurity risk assessment processes, (2) our security processes, and (3) our response to cybersecurity incidents; • cybersecurity awareness training of employees with access to our IT systems, including incident response personnel and senior management; • a cybersecurity incident response plan to respond to cybersecurity incidents; and • a third-party risk management process for key service providers, based on our assessment of their criticality to our operations and respective risk profile.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, consolidated financial position, or results of operations.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents that have materially affected us, including our operations, business strategy, consolidated financial position, or consolidated results of operations.
We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, consolidated financial position, or results of operations.
We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, consolidated financial position, or consolidated results of operations.
Our CRO supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal personnel; threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in our IT environment. 36
Our CRO supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal personnel; threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in our IT environment. 37
See “Risk Factors – Risks Related to Our Business.” Cybersecurity Governance Our board of directors (the "Board") considers cybersecurity risk as critical to the enterprise and manages the cybersecurity risk oversight function through the Audit Committee. The Audit Committee oversees management’s design, implementation and enforcement of our cybersecurity risk management program.
See “Risk Factors – Risks Related to Our Business.” Cybersecurity Governance Our Board of Directors (the “Board”) considers cybersecurity risk as critical to the enterprise and manages the cybersecurity risk oversight function through the Audit Committee.
We engage third-party cybersecurity and information technology ("IT") experts who work with our Chief Risk Officer and Chief Accounting Officer to review and test our IT environment, and to identify potential risks from cybersecurity threats and proactively mitigate their potential effect; the results of which are presented to management and the audit committee of our board of directors.
Our MSP and vCISO work closely under the primary responsibility of our Chief Risk Officer (“CRO”) to review and test our IT environment, and to identify potential risks from cybersecurity threats and proactively mitigate their potential effect; the results of which are regularly presented to management and the Audit Committee of our Board of Directors.
A potentially material cybersecurity incident would be immediately reported to the Audit Committee and management would continue to brief the Audit Committee on management's response to the cybersecurity incident.
The Audit Committee receives regular reports from our CRO on our cybersecurity risks, including briefings on our cyber risk management program. A potentially material cybersecurity incident would be immediately reported to the Audit Committee and management would continue to brief the Audit Committee on management's response to the cybersecurity incident.
Removed
Our Chief Risk Officer ("CRO") periodically reports to the Audit Committee and leads the Company’s overall cybersecurity function. The Audit Committee receives regular reports from our CRO on our cybersecurity risks, including briefings on our cyber risk management program.
Added
As part of our approach, we work with third-party cybersecurity and information technology experts, including a managed services provider (“MSP”) that manages and maintains all of our corporate information technology systems (“IT”), and a virtual Chief Information Security Officer (“vCISO”).
Added
The vCISO collaborates closely with our internal teams to oversee and enhance our cybersecurity strategy, ensuring alignment with industry best practices such as the National Institute of Standards and Technology (“NIST”) 2.0 framework and regulatory requirements.
Added
Our cybersecurity risk management program is integrated with our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Added
The Audit Committee oversees management’s design, implementation and enforcement of our cybersecurity risk management program. 36 Our CRO regularly reports to the Audit Committee and has primary responsibility for the Company’s overall cybersecurity function working in tandem with our vCISO and MSP, which have extensive expertise in cybersecurity and information technology.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLodging property information for the year ended December 31, 2024 is as follows: Franchise/Brand Location STR Chain Scale Number of Guestrooms Marriott AC Hotel by Marriott Atlanta, GA Upscale 255 AC Hotel by Marriott (1) Houston, TX Upscale 195 AC Hotel by Marriott (2) Miami, FL Upscale 156 AC Hotel by Marriott (1) Frisco, TX Upscale 150 AC Hotel by Marriott (1) Oklahoma City, OK Upscale 142 AC Hotel by Marriott (1) Dallas, TX Upscale 128 Courtyard by Marriott Indianapolis, IN Upscale 297 Courtyard by Marriott Fort Lauderdale, FL Upscale 261 Courtyard by Marriott Nashville, TN Upscale 226 Courtyard by Marriott New Haven, CT Upscale 207 Courtyard by Marriott Fort Worth, TX Upscale 203 Courtyard by Marriott (1) Pittsburgh, PA Upscale 183 Courtyard by Marriott Charlotte, NC Upscale 181 Courtyard by Marriott (1) Grapevine, TX Upscale 181 Courtyard by Marriott Decatur, GA Upscale 179 Courtyard by Marriott (1) Scottsdale, AZ Upscale 153 Courtyard by Marriott Metairie, LA Upscale 153 Courtyard by Marriott Atlanta, GA Upscale 150 Courtyard by Marriott New Orleans, LA Upscale 140 Courtyard by Marriott Kansas City, MO Upscale 123 Courtyard by Marriott (1) Amarillo, TX Upscale 107 Courtyard by Marriott Arlington, TX Upscale 103 Element (2) Miami, FL Upscale 108 Fairfield Inn & Suites by Marriott Louisville, KY Upper Midscale 140 Marriott Boulder, CO Upper Upscale 165 Residence Inn by Marriott (1) Portland, OR Upscale 258 Residence Inn by Marriott Baltimore, MD Upscale 189 Residence Inn by Marriott Cleveland, OH Upscale 175 Residence Inn by Marriott Atlanta, GA Upscale 160 Residence Inn by Marriott Watertown, MA Upscale 150 Residence Inn by Marriott (1) Frisco, TX Upscale 150 Residence Inn by Marriott Hunt Valley, MD Upscale 141 Residence Inn by Marriott Portland, OR Upscale 124 Residence Inn by Marriott (1) Hillsboro, OR Upscale 122 Residence Inn by Marriott (1) Dallas, TX Upscale 121 Residence Inn by Marriott Metairie, LA Upscale 120 Residence Inn by Marriott (1) Scottsdale, AZ Upscale 120 Residence Inn by Marriott (1) Tyler, TX Upscale 119 Residence Inn by Marriott (1) Steamboat Springs, CO Upscale 110 Residence Inn by Marriott Branchburg, NJ Upscale 101 Residence Inn by Marriott Arlington, TX Upscale 96 SpringHill Suites by Marriott Louisville, KY Upscale 198 SpringHill Suites by Marriott Indianapolis, IN Upscale 156 SpringHill Suites by Marriott (1) Dallas, TX Upscale 148 37 Franchise/Brand Location STR Chain Scale Number of Guestrooms SpringHill Suites by Marriott (1) Scottsdale, AZ Upscale 121 SpringHill Suites by Marriott Nashville, TN Upscale 78 SpringHill Suites by Marriott (1) New Orleans, LA Upscale 74 TownePlace Suites by Marriott (1) Grapevine, TX Upper Midscale 120 TownePlace Suites by Marriott (1) New Orleans, LA Upper Midscale 105 Total Marriott (49 hotel properties) 7,542 Hilton Canopy Hotel (1) New Orleans, LA Upper Upscale 176 Canopy Hotel (1) Frisco, TX Upper Upscale 150 DoubleTree Brisbane, CA Upscale 210 Embassy Suites (1) Amarillo, TX Upper Upscale 226 Embassy Suites (1) Tucson, AZ Upper Upscale 120 Hampton Inn & Suites (1) Revere, MA Upper Midscale 250 Hampton Inn & Suites Minneapolis, MN Upper Midscale 211 Hampton Inn & Suites Austin, TX Upper Midscale 209 Hampton Inn & Suites (1) Dallas, TX Upper Midscale 176 Hampton Inn & Suites (1) Tampa, FL Upper Midscale 138 Hampton Inn & Suites Camarillo, CA Upper Midscale 116 Hampton Inn & Suites Baltimore, MD Upper Midscale 116 Hampton Inn & Suites Poway, CA Upper Midscale 108 Hampton Inn & Suites (1) Silverthorne, CO Upper Midscale 88 Hilton Garden Inn Houston, TX Upscale 190 Hilton Garden Inn Houston, TX Upscale 182 Hilton Garden Inn (1) Milpitas, CA Upscale 161 Hilton Garden Inn (1) Grapevine, TX Upscale 152 Hilton Garden Inn (1) Vienna, VA Upscale 149 Hilton Garden Inn Waltham, MA Upscale 148 Hilton Garden Inn (1) Longview, TX Upscale 122 Hilton Garden Inn Greenville, SC Upscale 120 Homewood Suites (1) Aliso Viejo, CA Upscale 129 Homewood Suites (1) Tucson, AZ Upscale 122 Homewood Suites (1) Midland, TX Upscale 118 Total Hilton (25 hotel properties) 3,887 Hyatt Hyatt House Orlando, FL Upscale 168 Hyatt House Miami, FL Upscale 163 Hyatt House Englewood, CO Upscale 135 Hyatt Place Minneapolis, MN Upscale 213 Hyatt Place Chicago, IL Upscale 206 Hyatt Place Mesa, AZ Upscale 152 Hyatt Place Orlando, FL Upscale 151 Hyatt Place Orlando, FL Upscale 150 Hyatt Place Portland, OR Upscale 136 Hyatt Place (1) Oklahoma City, OK Upscale 134 Hyatt Place Lone Tree, CO Upscale 127 Hyatt Place Englewood, CO Upscale 126 Hyatt Place Scottsdale, AZ Upscale 126 Hyatt Place (1) Grapevine, TX Upscale 125 Hyatt Place (1) Lubbock, TX Upscale 125 Hyatt Place Garden City, NY Upscale 122 Total Hyatt (16 hotel properties) 2,359 38 Franchise/Brand Location STR Chain Scale Number of Guestrooms IHG Holiday Inn Express & Suites San Francisco, CA Upper Midscale 252 Holiday Inn Express & Suites (1) Oklahoma City, OK Upper Midscale 124 Holiday Inn Express & Suites (1) Grapevine, TX Upper Midscale 95 Hotel Indigo Asheville, NC Upper Upscale 116 Staybridge Suites Glendale, CO Upscale 121 Total IHG (5 hotel properties) 708 Other Nordic Lodge (1) Steamboat Springs, CO Independent 46 Onera (3) Fredericksburg, TX N/A 11 Total Other (2 properties) 57 Total Portfolio (97 lodging properties) 14,553 (1) We own a 51% controlling interest in these lodging properties through our consolidated GIC Joint Venture.
Biggest changeLodging property information for the year ended December 31, 2025 is as follows: Franchise/Brand Location STR Chain Scale Number of Guestrooms Marriott AC Hotel by Marriott Atlanta, GA Upscale 255 AC Hotel by Marriott (1) Houston, TX Upscale 195 AC Hotel by Marriott (2) Miami, FL Upscale 156 AC Hotel by Marriott (1) Frisco, TX Upscale 150 AC Hotel by Marriott (1) Oklahoma City, OK Upscale 142 AC Hotel by Marriott (1) Dallas, TX Upscale 128 Courtyard by Marriott Indianapolis, IN Upscale 297 Courtyard by Marriott Fort Lauderdale, FL Upscale 261 Courtyard by Marriott Nashville, TN Upscale 226 Courtyard by Marriott New Haven, CT Upscale 207 Courtyard by Marriott Fort Worth, TX Upscale 203 Courtyard by Marriott (1) Pittsburgh, PA Upscale 183 Courtyard by Marriott Charlotte, NC Upscale 182 Courtyard by Marriott (1) Grapevine, TX Upscale 181 Courtyard by Marriott Decatur, GA Upscale 179 Courtyard by Marriott (1) Scottsdale, AZ Upscale 153 Courtyard by Marriott Metairie, LA Upscale 153 Courtyard by Marriott Atlanta, GA Upscale 150 Courtyard by Marriott New Orleans, LA Upscale 140 Courtyard by Marriott Arlington, TX Upscale 103 Element (2) Miami, FL Upscale 108 Fairfield Inn & Suites by Marriott Louisville, KY Upper Midscale 140 Marriott Boulder, CO Upper Upscale 165 Residence Inn by Marriott (1) Portland, OR Upscale 258 Residence Inn by Marriott Baltimore, MD Upscale 189 Residence Inn by Marriott Cleveland, OH Upscale 175 Residence Inn by Marriott Atlanta, GA Upscale 160 Residence Inn by Marriott Watertown, MA Upscale 150 Residence Inn by Marriott (1) Frisco, TX Upscale 150 Residence Inn by Marriott Hunt Valley, MD Upscale 141 Residence Inn by Marriott Portland, OR Upscale 124 Residence Inn by Marriott (1) Hillsboro, OR Upscale 122 Residence Inn by Marriott (1) Dallas, TX Upscale 121 Residence Inn by Marriott Metairie, LA Upscale 120 Residence Inn by Marriott (1) Scottsdale, AZ Upscale 120 Residence Inn by Marriott (1) Tyler, TX Upscale 119 Residence Inn by Marriott (1) Steamboat Springs, CO Upscale 110 Residence Inn by Marriott Branchburg, NJ Upscale 101 Residence Inn by Marriott Arlington, TX Upscale 96 SpringHill Suites by Marriott Louisville, KY Upscale 198 SpringHill Suites by Marriott Indianapolis, IN Upscale 156 SpringHill Suites by Marriott (1) Dallas, TX Upscale 148 SpringHill Suites by Marriott (1) Scottsdale, AZ Upscale 121 SpringHill Suites by Marriott Nashville, TN Upscale 78 38 Franchise/Brand Location STR Chain Scale Number of Guestrooms SpringHill Suites by Marriott (1) New Orleans, LA Upscale 74 TownePlace Suites by Marriott (1) Grapevine, TX Upper Midscale 120 TownePlace Suites by Marriott (1) New Orleans, LA Upper Midscale 105 Total Marriott (47 hotel properties) 7,313 Hilton Canopy Hotel (1) New Orleans, LA Upper Upscale 176 Canopy Hotel (1) Frisco, TX Upper Upscale 150 DoubleTree Brisbane, CA Upscale 210 Embassy Suites (1) Amarillo, TX Upper Upscale 226 Embassy Suites (1) Tucson, AZ Upper Upscale 120 Hampton Inn (1) Revere, MA Upper Midscale 250 Hampton Inn & Suites Minneapolis, MN Upper Midscale 211 Hampton Inn & Suites Austin, TX Upper Midscale 209 Hampton Inn & Suites (1) Dallas, TX Upper Midscale 176 Hampton Inn & Suites (1) Tampa, FL Upper Midscale 138 Hampton Inn & Suites Camarillo, CA Upper Midscale 116 Hampton Inn & Suites Baltimore, MD Upper Midscale 116 Hampton Inn & Suites Poway, CA Upper Midscale 108 Hampton Inn & Suites (1) Silverthorne, CO Upper Midscale 88 Hilton Garden Inn Houston, TX Upscale 190 Hilton Garden Inn Houston, TX Upscale 182 Hilton Garden Inn (1) Milpitas, CA Upscale 161 Hilton Garden Inn (1) Grapevine, TX Upscale 152 Hilton Garden Inn (1) Vienna, VA Upscale 149 Hilton Garden Inn Waltham, MA Upscale 148 Hilton Garden Inn (1) Longview, TX Upscale 122 Hilton Garden Inn Greenville, SC Upscale 120 Homewood Suites (1) Aliso Viejo, CA Upscale 129 Homewood Suites (1) Tucson, AZ Upscale 122 Homewood Suites (1) Midland, TX Upscale 118 Total Hilton (25 hotel properties) 3,887 Hyatt Hyatt House Orlando, FL Upscale 168 Hyatt House Miami, FL Upscale 163 Hyatt House Englewood, CO Upscale 135 Hyatt Place Minneapolis, MN Upscale 213 Hyatt Place Chicago, IL Upscale 206 Hyatt Place Mesa, AZ Upscale 152 Hyatt Place Orlando, FL Upscale 151 Hyatt Place Orlando, FL Upscale 150 Hyatt Place Portland, OR Upscale 136 Hyatt Place (1) Oklahoma City, OK Upscale 134 Hyatt Place Lone Tree, CO Upscale 127 Hyatt Place Englewood, CO Upscale 126 Hyatt Place Scottsdale, AZ Upscale 126 Hyatt Place (1) Grapevine, TX Upscale 125 Hyatt Place (1) Lubbock, TX Upscale 125 Hyatt Place Garden City, NY Upscale 122 Total Hyatt (16 hotel properties) 2,359 39 Franchise/Brand Location STR Chain Scale Number of Guestrooms IHG Holiday Inn Express & Suites San Francisco, CA Upper Midscale 252 Holiday Inn Express & Suites (1) Oklahoma City, OK Upper Midscale 124 Holiday Inn Express & Suites (1) Grapevine, TX Upper Midscale 95 Hotel Indigo Asheville, NC Upper Upscale 116 Staybridge Suites Glendale, CO Upscale 121 Total IHG (5 hotel properties) 708 Other Nordic Lodge (1) Steamboat Springs, CO Independent 45 Onera Escapes (3) Fredericksburg, TX N/A 35 Total Other (2 properties) 80 Total Portfolio (95 lodging properties) 14,347 (1) We own a 51% controlling interest in these lodging properties through our consolidated GIC Joint Venture.
Ground rent for the initial lease term was prepaid in full at the time we acquired the leasehold interest.
Ground rent for the initial lease term was prepaid in full at the time we acquired the leasehold interest.
The annual ground rent is nominal and increases every year. 39 • The Canopy Hotel located in New Orleans, LA is subject to a ground lease with an initial lease termination date of December 31, 2054. The annual ground rent is nominal and is fixed for the first 30 years.
The annual ground rent is nominal and increases every year. • The Canopy Hotel located in New Orleans, LA is subject to a ground lease with an initial lease termination date of December 31, 2054. The annual ground rent is nominal and is fixed for the first 30 years.
Our Lodging Property Operating Agreements Ground Leases At December 31, 2024, six of our lodging properties are subject to third-party ground lease agreements that cover all of the land underlying the respective lodging property. • The Residence Inn by Marriott located in Portland (Portland Airport at Cascade Station), OR is subject to a ground lease with an initial lease termination date of June 30, 2084 with one option to extend for an additional 14 years.
Our Lodging Property Operating Agreements Ground Leases At December 31, 2025, six of our lodging properties are subject to third-party ground lease agreements that cover all of the land underlying the respective lodging property. • The Residence Inn by Marriott located in Portland (Portland Airport at Cascade Station), OR is subject to a ground lease with an initial lease termination date of June 30, 2084 with one option to extend for an additional 14 years.
Annual rent is increased every five years with the next adjustment coming in 2025. • The Hilton Garden Inn located in Houston (Galleria), TX is subject to a ground lease with an initial lease termination date of April 20, 2053 with one option to extend for an additional 10 years.
Annual rent is increased every five years with the next adjustment coming in 2030. • The Hilton Garden Inn located in Houston (Galleria), TX is subject to a ground lease with an initial lease termination date of April 20, 2053 with one option to extend for an additional 10 years.
In addition, our property management agreements generally provide that the property manager can earn an incentive fee upon achieving earnings before interest, taxes, depreciation and amortization ("EBITDA") over certain thresholds. Our TRS Lessees may employ other property managers in the future.
In addition, our property management agreements generally provide that the property manager can earn an incentive fee upon achieving earnings before interest, taxes, depreciation and amortization (“EBITDA”) over certain thresholds. Our TRS Lessees may employ other property managers in the future.
Each of our franchisors receive franchise fees ranging from 3% to 6% of each lodging property’s room revenue, and some agreements require that we pay marketing fees of up to 4% of room revenue.
Each of our franchisors receives franchise fees ranging from 3% to 6% of each lodging property’s room revenue, and some agreements require that we pay marketing fees of up to 4% of room revenue.
We have two independent lodging properties with a total of 57 guestrooms.
We have two independent lodging properties with a total of 80 guestrooms.
Property Management Agreements At December 31, 2024, all of our lodging properties are operated pursuant to property management agreements with professional third-party property management companies as follows: Management Company Number of Properties Number of Guestrooms Affiliates of Aimbridge Hospitality, LLC 50 7,525 OTO Development, LLC 11 1,559 Affiliates of Magna Hospitality Group, L.C. 10 1,619 Stonebridge Realty Advisors, Inc. and affiliates 7 1,042 Crestline Hotels & Resorts, LLC 7 927 Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott, Inc. 4 563 White Lodging Services Corporation 2 453 Hersha Hospitality Management 2 338 Concord Hospitality Enterprises Company, LLC 2 264 InterContinental Hotel Group Resources, Inc., an affiliate of IHG 1 252 Blink Data Services, LLC 1 11 Total 97 14,553 Our typical property management agreement requires us to pay a base fee to our property manager calculated as a percentage of total property revenues.
Property Management Agreements At December 31, 2025, all of our lodging properties are operated pursuant to property management agreements with professional third-party property management companies as follows: Management Company Number of Properties Number of Guestrooms Affiliates of Aimbridge Hospitality, LLC 49 7,445 OTO Development, LLC 11 1,560 Affiliates of Magna Hospitality Group, L.C. 10 1,619 Stonebridge Realty Advisors, Inc. and affiliates 7 1,042 Crestline Hotels & Resorts, LLC 7 926 Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott, Inc. 3 413 White Lodging Services Corporation 2 453 Hersha Hospitality Management 2 338 MIA Hospitality Management, LLC 2 264 InterContinental Hotel Group Resources, Inc., an affiliate of IHG 1 252 Blink Data Services, LLC 1 35 Total 95 14,347 Our typical property management agreement requires us to pay a base fee to our property manager calculated as a percentage of total property revenues.
These ground leases generally require us to make rental payments and payments for our share of charges, costs, expenses, assessments and liabilities, including real property taxes and utilities. Furthermore, these ground leases generally require us to obtain and maintain insurance covering the subject property.
These ground leases generally require us to make rental payments and payments for our share of charges, costs, expenses, assessments and liabilities, including real property taxes and utilities.
Our Portfolio According to current chain scales as defined by STR, as of December 31, 2024, six of our lodging properties with a total of 953 guestrooms are categorized as Upper Upscale hotels, 74 of our lodging properties with a total of 11,295 guestrooms are categorized as Upscale hotels, and 15 of our lodging properties with a total of 2,248 guestrooms are categorized as Upper Midscale hotels.
Our Portfolio As defined by STR, as of December 31, 2025, six of our lodging properties with a total of 953 guestrooms are categorized as Upper Upscale hotels, 72 of our lodging properties with a total of 11,066 guestrooms are categorized as Upscale hotels, and 15 of our lodging properties with a total of 2,248 guestrooms are categorized as Upper Midscale hotels.
Franchise Agreements At December 31, 2024, all except for two of our lodging properties operate under franchise agreements, or similar agreements, that allow for access to reservation systems with Marriott, Hilton, Hyatt, or IHG. We believe that the public’s perception of the quality associated with a branded lodging property can be an important feature in its attractiveness to guests.
We believe that the public’s perception of the quality associated with a branded lodging property can be an important feature in its attractiveness to guests.
Removed
In addition to our lodging property portfolio, we own a 5.99-acre parcel of undeveloped land in San Antonio, TX and a 1.29-acre parcel of undeveloped land in Flagstaff, AZ that are designated as Assets held for sale at December 31, 2024.
Added
Furthermore, these ground leases generally require us to obtain and maintain insurance covering the subject property. 40 Franchise Agreements At December 31, 2025, all except for two of our lodging properties operate under franchise agreements, or similar agreements, that allow for access to reservation systems with Marriott, Hilton, Hyatt, or IHG.
Removed
In February 2025, we closed on the sale of the parcel of undeveloped land in San Antonio, TX for $1.3 million. The land parcels are generally suitable for the development of new lodging properties or the development of restaurants. When unique opportunities to develop lodging properties utilizing our own resources arise, we may develop our own lodging properties on occasion.
Removed
To reduce the risk of incurring a prohibited transaction tax on any sales of our undeveloped land, we may transfer some or all of these land parcels to our TRSs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. We are involved from time to time in litigation arising in the ordinary course of business; however, there are currently no pending legal actions that we believe would have a material adverse effect on our consolidated financial position or results of operations. 40 Item 4. Mine Safety Disclosures. Not applicable. 41 PART II
Biggest changeItem 3. Legal Proceedings. We are involved from time to time in litigation arising in the ordinary course of business; however, there are currently no pending legal actions that we believe would have a material adverse effect on our consolidated financial position or results of operations. Item 4. Mine Safety Disclosures. Not applicable. 41 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHotels Index $ 100.00 $ 73.69 $ 84.40 $ 71.42 $ 81.91 $ 79.75 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing of Summit Hotel Properties, Inc.
Biggest changeFor the Years Ended December 31, Index 2020 2021 2022 2023 2024 2025 Summit Hotel Properties, Inc. $ 100.00 $ 108.32 $ 80.88 $ 77.88 $ 83.24 $ 62.84 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 FTSE Hotel REIT Index $ 100.00 $ 118.22 $ 100.12 $ 124.07 $ 121.59 $ 115.35 This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any filing of Summit Hotel Properties, Inc.
In January 2025, our Board declared cash dividends of $0.390625 per share of Series E Preferred Stock and $0.3671875 per share of Series F Preferred Stock. The Board also declared on behalf of the Operating Partnership, a cash dividend of $0.328125 per share of the Operating Partnership's Series Z Preferred Units.
In January 2026, our Board declared cash dividends of $0.390625 per share of Series E Preferred Stock and $0.3671875 per share of Series F Preferred Stock. The Board also declared, on behalf of the Operating Partnership, a cash dividend of $0.328125 per share of the Operating Partnership's Series Z Preferred Units.
Our Board also declared a quarterly cash dividend of $0.08 per share on our common stock and per Common Unit of the Operating Partnership. These dividends are payable February 28, 2025 to stockholders and unitholders of record on February 14, 2025. Item 6. [Reserved] 43
Our Board also declared a quarterly cash dividend of $0.08 per share on our common stock and per Common Unit of the Operating Partnership. These dividends are payable February 27, 2026 to stockholders and unitholders of record on February 13, 2026.
Stockholder Return Performance The following graph compares the five-year cumulative total stockholder return on our common stock against the cumulative total returns of the Standard & Poor’s Corporation Composite 500 Index and the Dow Jones U.S. Hotels Index.
Stockholder Return Performance The following graph compares the five-year cumulative total stockholder return on our common stock against the cumulative total returns of the Standard & Poor’s Corporation Composite 500 Index and the Financial Times Stock Exchange (“FTSE”) Hotel REIT Index.
The last reported sale price for our common stock as reported on the NYSE on February 13, 2025 was $6.58 per share. Stockholder Information As of February 13, 2025, our common stock was held of record by 251 holders and there were 109,781,527 shares of our common stock outstanding.
The last reported sale price for our common stock as reported on the NYSE on February 12, 2026 was $4.61 per share. Stockholder Information As of February 12, 2026, our common stock was held of record by 259 holders and there were 108,798,686 shares of our common stock outstanding.
Removed
For the Years Ended December 31, Index 2019 2020 2021 2022 2023 2024 Summit Hotel Properties, Inc. $ 100.00 $ 74.15 $ 80.32 $ 59.98 $ 57.75 $ 61.73 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Dow Jones U.S.
Added
Unregistered Sales of Equity Securities The Company did not sell any securities during the fiscal year ended December 31, 2025 that were not registered under the Securities Act. Purchases of Equity Securities On April 29, 2025, our Board of Directors authorized the repurchase of up to $50 million of our common stock (the “2025 Share Repurchase Program”).
Added
Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Exchange Act, and other applicable legal requirements.
Added
We have no obligation to repurchase any shares under the program, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Share Repurchase Program does not have an expiration date.
Added
During the year ended December 31, 2025, the Company repurchased 3,585,179 shares of our Common Stock under the 2025 Share Repurchase Program for an aggregate purchase price and commissions of $15.4 million. As of December 31, 2025, approximately $34.6 million remained available for repurchase under the 2025 Stock Repurchase Program.
Added
Our employees will at times surrender common shares owned by them to satisfy statutory minimum federal, state and local tax obligations associated with the vesting of their restricted Common Stock. There were no such repurchases of Common Stock during the three months ended December 31, 2025.
Added
There were 244,752 shares of Common Stock repurchased during the year ended December 31, 2025. Item 6. [Reserved] 43

Item 7. Management's Discussion & Analysis

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

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Biggest changeThe purchase price (including approximately $0.3 million of acquisition costs) was funded through a combination of a $2.9 million escrow deposit, capital contributions from our GIC Joint Venture partner totaling $21.5 million, $49.5 million of borrowings on our expanded GIC Joint Venture Credit Facility (See “Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 - Debt" ), and our capital contribution of $22.4 million from proceeds from the sale of the Four Points by Marriott San Francisco Airport and cash on hand. 45 During the first quarter of 2023, we entered into a purchase and sale agreement with a third-party to sell a 5.99-acre parcel of undeveloped land in San Antonio, TX for $1.3 million.
Biggest changeThe purchase price (including approximately $0.3 million of acquisition costs) was funded through a combination of a $2.9 million escrow deposit, capital contributions from our GIC Joint Venture partner totaling $21.5 million, $49.5 million of borrowings on our expanded GIC Joint Venture Credit Facility (See “Part II – Item 8. – Financial Statements and Supplementary Data – Note 6 - Debt ”), and our capital contribution of $22.4 million from proceeds from the sale of the Four Points by Marriott San Francisco Airport and cash on hand.
These key indicators include: • Hotel EBITDA — Hotel EBITDA is a measure of the operating performance of our lodging properties after excluding the effects of financing decisions, tax systems, and non-cash expenses such as depreciation and amortization. • Hotel Gross Operating Profit — Hotel Gross Operating Profit ("GOP") is a measure of the profitability of our lodging properties from core operations and represents Hotel EBITDA exclusive of property taxes, insurance, and management fees. • Occupancy — Occupancy represents the total number of guestrooms occupied divided by the total number of guestrooms available. • Average Daily Rate — ADR represents total room revenues divided by the total number of paid occupied guestrooms. • Revenue Per Available Room — RevPAR is the product of ADR and Occupancy.
These key indicators include: • Hotel EBITDA — Hotel EBITDA is a measure of the operating performance of our lodging properties after excluding the effects of financing decisions, tax systems, and non-cash expenses such as depreciation and amortization. • Hotel Gross Operating Profit — Hotel Gross Operating Profit (“GOP”) is a measure of the profitability of our lodging properties from core operations and represents Hotel EBITDA exclusive of property taxes, insurance, and management fees. • Occupancy — Occupancy represents the total number of guestrooms occupied divided by the total number of guestrooms available. • Average Daily Rate — ADR represents total room revenues divided by the total number of paid occupied guestrooms. • Revenue Per Available Room — RevPAR is the product of ADR and Occupancy.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Industry Trends and Outlook Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of demand, and therefore lodging revenues, include changes in gross domestic product, corporate profits, capital investments, and employment.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Industry Trends and Outlook Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of demand, and therefore lodging revenues, include changes in gross domestic product, corporate profits, capital investments, employment, government policy, inbound international travel, and consumer and corporate sentiment.
The long-term outlook for industry revenue growth remains favorable as forecasted room night demand growth and increases in average daily rate, combined with minimal supply growth, are expected to drive continued industry RevPAR growth over the next several years.
The medium- and long-term outlook for the industry remain favorable as forecasted room night demand growth and increases in average daily rate, coupled with minimal supply growth, are expected to drive industry RevPAR growth over the next several years.
During the fourth quarter of 2023, the GIC Joint Venture entered into a purchase and sale agreement with a third-party to sell the 127-guestroom Hyatt Place Dallas (Plano), TX for $10.3 million.
Significant changes to our portfolio of properties could have a material effect on our Consolidated Financial Statements. During the fourth quarter of 2023, the GIC Joint Venture entered into a purchase and sale agreement with a third-party to sell the 127-guestroom Hyatt Place Dallas (Plano), TX for $10.3 million.
From a cost perspective, elevated inflation increased the cost of salaries, wages, supplies, material, freight, insurance and energy in recent years. A portion of these costs were partially offset by lodging price increases. While certain costs remain above historical levels, expense growth has moderated to a pace consistent with historical long-term inflation rates.
From a cost perspective, elevated inflation increased the cost of salaries, wages, supplies, material, freight, insurance, and energy in recent years. A portion of these costs were partially offset by increases in average guestroom rates for lodging properties.
These lodging properties were classified as Assets held for sale at December 31, 2022 and their carrying values during the year then ended were reduced by $2.9 million to write-down the carrying value of the properties to their net selling price less estimated costs to sell.
We reclassified the carrying value of the property to Assets held for sale, net at December 31, 2025 and recorded a write-down of $1.8 million in the fourth quarter of 2025 for the excess of the net carrying amount of the lodging property over the net selling price less estimated costs to sell.
Removed
During 2024, we experienced same-store revenue growth as a result of strong group and improved business transient demand which was partially offset by normalization in leisure demand.
Added
Expense growth has moderated to a pace consistent with historical long-term inflation rates; however, certain costs remain above historical levels and could be further affected by changes in tariff policies and agreements. During 2025, we experienced a modest same-store revenue decline resulting primarily from a reduction in government-related and inbound international travel.
Removed
Significant changes to our portfolio of properties could have a material effect on our Consolidated Financial Statements. In May 2023, we completed the sale of four lodging properties for an aggregate gross selling price of $28.1 million.
Added
Ongoing macroeconomic uncertainty has had a negative effect on consumer and corporate sentiment and spending, and resulted in modest near-term pricing pressure in certain lodging demand segments. This uncertainty has been driven by various factors, including the current political environment, recent policy changes, such as tariff policies, and ongoing concerns related to inflationary pressures.
Removed
The sale included two Hyatt Place hotels in the Chicago area containing a total of 277 guestrooms, a Hilton Garden Inn in the Minneapolis area containing 97 guestrooms, and a Holiday Inn Express & Suites in the Minneapolis area containing 93 guestrooms.
Added
In February 2025, we closed on the sale of a 5.99-acre parcel of undeveloped land in San Antonio, TX for a selling price of $1.3 million, which approximated its carrying amount.
Removed
In June 2023, the GIC Joint Venture acquired the Residence Inn by Marriott located in Scottsdale, AZ containing 120 guestrooms for a purchase price of approximately $29.0 million.
Added
In October 2025, the GIC Joint Venture completed the sale of the 107-guestroom Courtyard by Marriott, Amarillo, Texas for a selling price of $20.0 million, which resulted in a gain of approximately $4.2 million.
Removed
GIC made a capital contribution of $13.7 million, or 49% of the cash paid at closing, to the GIC Joint Venture, and the Operating Partnership made a capital contribution of $14.3 million, or 51% of the cash paid at closing to the GIC Joint Venture, along with $1.0 million of earnest money that was paid from available cash of the GIC Joint Venture to fund the purchase price.
Added
In October 2025, we completed the sale of the 123-guestroom Courtyard by Marriott in Kansas City, MO for a selling price of $19 million, which resulted in a gain of approximately $2.5 million.
Removed
The Operating Partnership made its capital contribution to the GIC Joint Venture with available cash on hand and borrowings on our corporate revolving line of credit. In June 2023, the GIC Joint Venture acquired the Nordic Lodge located in Steamboat Springs, CO containing 47 guestrooms for a purchase price of approximately $13.7 million.
Added
In November 2025, the GIC Joint Venture entered into a purchase and sale agreement to sell the 122-guestroom Hilton Garden Inn, Longview, TX for a selling price of $12.3 million.
Removed
GIC made a capital contribution of $6.7 million, or 49% of the purchase price, to the GIC Joint Venture and the Operating Partnership made a capital contribution of $7.0 million, or 51% of the purchase price, to the GIC Joint Venture to fund the purchase price.
Added
We completed the sale of the property on February 20, 2026 under the terms described above. See “Part II –
Removed
The Operating Partnership made its capital contribution to the GIC Joint Venture with available cash on hand and borrowings on our corporate revolving line of credit. In December 2023, we completed the sale of the 123-guestroom Hyatt Place in Baltimore (Owings Mills), MD for a gross selling price of $8.3 million.
Removed
The net selling price less costs to sell approximated the net book value of the hotel property on the sale date resulting in a nominal gain that was recorded in the fourth quarter of 2023.
Removed
The property was recorded in Assets held for sale, net at December 31, 2024. In February 2025, we closed the sale of the property. See “Part II –

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe primarily use derivative financial instruments to manage interest rate risk. 60 At December 31, 2024, we were party to six interest rate derivative agreements pursuant to which we receive variable-rate payments in exchange for making fixed-rate payments (dollars in thousands): Average Annual Effective Fixed Rate Notional Amount Contract Date Effective Date Expiration Date December 31, 2024 Operating Partnership June 11, 2018 December 31, 2018 December 31, 2025 2.92 % $ 125,000 July 26, 2022 January 31, 2023 January 31, 2027 2.60 % 100,000 July 26, 2022 January 31, 2023 January 31, 2029 2.56 % 100,000 Total Operating Partnership 325,000 GIC Joint Venture March 24, 2023 July 1, 2023 January 13, 2026 3.35 % 100,000 March 24, 2023 July 1, 2023 January 13, 2026 3.35 % 100,000 January 19, 2024 October 1, 2024 January 13, 2026 3.77 % 100,000 Total GIC Joint Venture 300,000 Total 3.09 % (1) $ 625,000 (1) Represents the weighted-average effective interest rate of our current interest rate swaps at December 31, 2024.
Biggest changeAt December 31, 2025, we were party to nine interest rate derivative agreements pursuant to which we receive variable-rate payments in exchange for making fixed-rate payments (dollar amounts in thousands): Average Annual Effective Fixed Rate Notional Amount Contract Date Effective Date Expiration Date December 31, 2025 Operating Partnership July 26, 2022 January 31, 2023 January 31, 2027 2.60 % $ 100,000 July 26, 2022 January 31, 2023 January 31, 2029 2.56 % 100,000 June 5, 2025 June 2, 2025 May 15, 2028 3.57 % 58,000 November 17, 2025 December 31, 2025 December 31, 2027 3.31 % 125,000 Total Operating Partnership 383,000 GIC Joint Venture March 24, 2023 July 1, 2023 January 13, 2026 3.35 % 100,000 March 24, 2023 July 1, 2023 January 13, 2026 3.35 % 100,000 January 19, 2024 October 1, 2024 January 13, 2026 3.77 % 100,000 August 25, 2025 January 13, 2026 January 13, 2028 3.26 % 150,000 August 25, 2025 January 13, 2026 January 13, 2028 3.27 % 150,000 Total GIC Joint Venture 600,000 Total 3.22 % (1) $ 983,000 (1) Represents the weighted-average effective interest rate of our current interest rate swaps at December 31, 2025. 62 At December 31, 2025, after taking into consideration our interest rate derivative agreements in effect as of that date, $988.4 million, or 70%, of our debt had fixed interest rates and $415.7 million, or 30%, had variable interest rates.
At December 31, 2024, debt related to our wholly owned properties coupled with our pro rata share of joint venture debt results in a fixed-rate debt ratio of approximately 72% of our total pro rata indebtedness when including the effect of interest rate swaps effective as of that date.
At December 31, 2025, debt related to our wholly owned properties coupled with our pro rata share of joint venture debt results in a fixed-rate debt ratio of approximately 77% of our total pro rata indebtedness when including the effect of interest rate swaps effective as of that date. Item 8. Financial Statements and Supplementary Data.
Item 8. Financial Statements and Supplementary Data. The consolidated financial statements and supplementary data required by this item are included on pages F- 1 through F- 49 of this Annual Report on Form 10-K and are incorporated by reference herein.
The consolidated financial statements and supplementary data required by this item are included on pages F- 1 through F- 51 of this Annual Report on Form 10-K and are incorporated by reference herein. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. 63
Our primary interest rate exposure is to SOFR.
Our primary interest rate exposure is to SOFR. We primarily use derivative financial instruments to manage interest rate risk.
Removed
At December 31, 2024, after taking into consideration our interest rate derivative agreements in effect as of that date, $930.9 million, or 66%, of our debt had fixed interest rates and $477.1 million, or 34%, had variable interest rates.
Removed
At December 31, 2023, after giving effect to our interest rate derivative agreements, $956.4 million, or 66%, of our debt had fixed interest rates and $489.4 million, or 34%, had variable interest rates.
Removed
At December 31, 2023, debt related to our wholly owned properties coupled with our pro rata share of joint venture debt results in a fixed-rate debt ratio of approximately 75% of our total pro rata indebtedness when including the effect of interest rate swaps effective as of that date.
Removed
As our fixed-rate debts mature, they will become subject to interest rate risk. We currently have scheduled payments of principal on debt during the year ending December 31, 2025 totaling approximately $46.6 million primarily related to the loan with City National Bank of Florida which matures in June 2025.
Removed
We have one interest rate swap with a notional amount of $125.0 million that expires in December 2025 and three interest rate swaps with a combined notional amount of $300.0 million that expire in January 2026. If we are unable to replace these interest rates swaps as they expire at similar terms, our interest expense may increase in the future.

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