This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. These forward-looking statements are generally identifiable by use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, whether in the negative or affirmative. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risks discussed herein and the risk factors discussed from time to time in our periodic filings with the Securities and Exchange Commission, including in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Accordingly, there is no assurance that the Company’s expectations will be realized. Except as otherwise required by the federal securities laws, the Company disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this report to reflect events, circumstances or changes in expectations after the date of this report. Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following: •negative developments in the economy, including, but not limited to elevated interest rates and costs due to recent inflation, job loss or growth trends, an increase in unemployment, other macroeconomic effects due to global instability or conflict or a decrease in corporate earnings and investment; •increased competition in the lodging industry and from alternative lodging channels or third party internet intermediaries in the markets in which we own properties; •failure to effectively execute our long-term business strategy and successfully identify and complete acquisitions and dispositions; •risks and uncertainties affecting hotel management, operations and renovations (including, without limitation, elevated inflation, construction delays, increased construction costs, disruption in hotel operations and the risks associated with our management and franchise agreements); •risks associated with the availability and terms of financing and the use of debt to fund acquisitions and renovations or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing; •risks associated with our level of indebtedness and our ability to satisfy our obligations under our debt agreements; •risks associated with the lodging industry overall, including, without limitation, decreases in the frequency of travel and increases in operating costs; •risks and uncertainties associated with our obligations under our management agreements; •risks associated with natural disasters and other unforeseen catastrophic events; •the adverse impact of any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies, travel, the hospitality industry, and on our financial condition and results of operations and our hotels; •costs of compliance with government regulations, including, without limitation, the Americans with Disabilities Act; •potential liability for uninsured losses and environmental contamination; •risks associated with security breaches through cyber-attacks or otherwise, as well as other significant disruptions of our and our hotel managers’ information technologies and systems, which support our operations and those of our hotel managers; •risks associated with our potential failure to maintain our qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”); •possible adverse changes in tax and environmental laws; and •risks associated with our dependence on key personnel whose continued service is not guaranteed. Overview DiamondRock Hospitality Company is a self-managed and self-administered lodging-focused REIT that owns a portfolio of premium hotels and resorts. As of June 30, 2026, we owned a portfolio of 34 premium hotels and resorts that contain 9,400 guest rooms located in 26 different markets in the United States. The markets that we target for ownership are those that we believe align with our strategic objectives, which include those in destination markets with constrained supply trends, those that provide geographic diversity relative to our existing portfolio, and those we consider to have high demand growth potential. -19- Table of Contents Each hotel is positioned to maximize its cash flow and value; accordingly, we choose to operate nearly 40% of our portfolio as independent hotels, with the remainder operating under a brand owned by one of the leading global lodging brand companies. Our primary business is to acquire, own, renovate and asset manage premium hotel properties in the United States. All of our hotels are managed by a third party, either an independent operator or a brand operator, such as Marriott. We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all operating profits or losses generated by our hotels after we pay fees to the hotel managers, which are based on the revenues and profitability of the hotels, and the hotel brands, in the case of franchised hotels, which are based on the revenues of the hotels. Our strategy is to apply aggressive asset management, prudent financial strategy, and disciplined capital allocation to high quality lodging properties in U.S. urban and resort markets with superior growth prospects and high barriers-to-entry. Our goal is to drive long-term stockholder returns that exceed those generated by our peers by growing free cash flow per share through disciplined capital allocation, including reinvestment in our portfolio and capital recycling, while returning capital through share repurchases and dividends. We critically evaluate each of our hotels to ensure that we own a portfolio of hotels that conforms to our vision, supports our mission and corresponds with our strategy. On a regular basis, we analyze our portfolio to identify opportunities to invest capital in certain projects or market non-core assets for sale to increase our portfolio quality. We are committed to a conservative capital structure with prudent leverage. We regularly assess the availability and affordability of capital in order to maximize stockholder value and minimize enterprise risk. In addition, we are committed to following sound corporate governance practices and to being open and transparent in our communications with our stockholders. Our Revenues and Expenses Our revenue is primarily derived from hotel operations, including but not limited to, rooms revenue, food and beverage revenue and other operating revenue, which consists of parking, spa, resort fees, other guest services, and tenant leases. Our operating costs and expenses consist of the costs to provide hotel services, including rooms expense, food and beverage expense, other departmental and support expenses, management and franchise fees, and other property-level expenses. Rooms expense includes housekeeping and front office wages and payroll taxes, room supplies, laundry services and other costs. Food and beverage expense includes the cost of food, beverages, and associated labor costs. Other departmental and support expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, information technology systems, repairs and maintenance and utility costs. Our hotels that are subject to franchise agreements are charged a royalty fee, plus additional fees for marketing, central reservation systems and other franchisor costs, in order for the hotel properties to operate under the respective brands. Franchise fees are based on a percentage of room revenue, and for certain hotels, additional franchise fees are charged for food and beverage revenue. We enter into management agreements with independent third-party management companies to operate our hotels. The management companies typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel. Other property-level expenses include property taxes, insurance, ground lease expense, and other fixed costs. Key Indicators of Financial Condition and Operating Performance We use a variety of operating and other information to evaluate the financial condition and operating performance of our business. These key indicators include financial information that is prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), as well as other financial information that is not prepared in accordance with U.S. GAAP. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the performance of individual hotels, groups of hotels and/or our business as a whole. We periodically compare historical information to our internal budgets as well as industry-wide information. These key indicators include: •Occupancy percentage; •Average Daily Rate (“ADR”); •Rooms Revenue per Available Room (“RevPAR”); •Total Revenue per Available Room (“Total RevPAR”); -20- Table of Contents •Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest, Income Taxes, Depreciation and Amortization for real estate (“EBITDAre”), Adjusted EBITDA, and Hotel Adjusted EBITDA; and •Funds From Operations (“FFO”) and Adjusted FFO. Occupancy, ADR, RevPAR, and Total RevPAR are commonly used measures within the hotel industry to evaluate operating performance. RevPAR, which is calculated as the product of ADR and occupancy percentage, and Total RevPAR, which is calculated as total revenues divided by room nights available, are important statistics for monitoring operating performance at the individual hotel level and across our portfolio. We evaluate individual hotel RevPAR and Total RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. Room revenue comprised approximately 64% of our total revenues for the six months ended June 30, 2026 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms. Our ADR, occupancy percentage, RevPAR, and Total RevPAR performance may be impacted by macroeconomic factors such as U.S. economic conditions generally, inflation, interest rates, tariffs, regional and local employment growth, personal income and corporate earnings, office vacancy rates and business relocation decisions, airport and other business and leisure travel, increased use of lodging alternatives, new hotel construction and the pricing strategies of our competitors. In addition, our ADR, occupancy percentage, RevPAR, and Total RevPAR performance is dependent on the continued success of our hotels' global brands and our hotel operators. We also use EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO as measures of the financial performance of our business. See “Non-GAAP Financial Measures” for further discussion on these financial measures. Outlook The outlook for the remainder of 2026 remains subject to economic, geopolitical and market uncertainty, including evolving conditions in the Middle East, inflationary pressures, labor market conditions and uncertainty regarding the timing and magnitude of future interest rate changes. Travel demand remained strong through the first half of 2026, contributing to growth in occupancy, ADR and hotel revenues across many of our markets. While performance varied by property and customer segment, lodging fundamentals remained favorable and supported continued growth in operating results. We continue to monitor the potential favorable or unfavorable impacts of these and other factors on our business, operations, financial condition, future results of operations and cash flow, which remain dependent on future developments and subject to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Our Hotels The following tables set forth certain operating information for the six months ended June 30, 2026 for each of our hotels owned during the period. -21- Table of Contents Property Location Number of Rooms Occupancy (%) ADR ($) RevPAR ($) Total RevPAR ($) % Change from 2025 Total RevPAR Chicago Marriott Downtown Magnificent Mile Chicago, Illinois 1,200 60.8 % $ 260.07 $ 158.04 $ 267.61 5.6 % Westin Boston Seaport District Boston, Massachusetts 793 83.0 % 277.67 230.54 374.88 5.9 % Salt Lake City Marriott Downtown at City Creek Salt Lake City, Utah 510 73.4 % 217.14 159.48 218.92 7.9 % Worthington Renaissance Fort Worth Hotel Fort Worth, Texas 504 70.5 % 213.18 150.21 283.56 (3.7) % Westin San Diego Bayview San Diego, California 436 80.5 % 236.51 190.27 267.58 3.3 % Westin Fort Lauderdale Beach Resort Fort Lauderdale, Florida 432 81.8 % 294.57 241.04 479.47 (3.2) % The Dagny Boston Boston, Massachusetts 403 80.6 % 307.32 247.59 272.04 8.2 % The Hythe Vail Vail, Colorado 344 52.8 % 526.79 278.01 415.55 (8.3) % Courtyard New York Manhattan/Midtown East New York, New York 321 77.3 % 327.76 253.46 261.05 (7.5) % Atlanta Marriott Alpharetta Atlanta, Georgia 318 64.4 % 171.84 110.72 163.11 2.8 % The Gwen Hotel Chicago, Illinois 311 72.4 % 318.37 230.40 338.03 4.4 % Hilton Garden Inn New York/Times Square Central New York, New York 282 90.6 % 241.56 218.91 246.86 2.3 % Embassy Suites by Hilton Bethesda Bethesda, Maryland 272 67.6 % 179.97 121.74 141.45 3.9 % Henderson Beach Resort Destin, Florida 270 59.8 % 408.26 244.31 468.67 6.6 % AC Hotel Minneapolis Downtown Minneapolis, Minnesota 245 55.9 % 153.51 85.82 100.04 6.9 % Hotel Champlain Burlington Burlington, Vermont 252 60.8 % 184.80 112.33 174.09 (2.2) % Hotel Palomar Phoenix Phoenix, Arizona 242 76.5 % 268.76 205.54 339.89 14.2 % Bourbon Orleans Hotel New Orleans, Louisiana 220 73.2 % 254.85 186.47 252.36 5.9 % Hotel Clio Denver, Colorado 199 76.6 % 327.57 250.80 412.16 3.7 % Courtyard New York Manhattan/Fifth Avenue (1) New York, New York 189 92.9 % 252.33 234.30 243.94 (0.1) % L'Auberge de Sedona Sedona, Arizona 158 72.8 % 753.64 548.40 923.47 38.7 % Margaritaville Beach House Key West Key West, Florida 186 90.7 % 431.86 391.75 520.03 2.2 % The Lodge at Sonoma Resort Sonoma, California 182 68.3 % 410.94 280.52 452.84 1.6 % Courtyard Denver Downtown Denver, Colorado 177 78.7 % 213.02 167.56 191.41 9.1 % The Lindy Renaissance Charleston Hotel Charleston, South Carolina 167 91.0 % 367.96 335.02 430.84 4.9 % Kimpton Shorebreak Huntington Beach Resort Huntington Beach, California 157 80.2 % 298.75 239.56 351.05 (2.5) % Cavallo Point, The Lodge at the Golden Gate Sausalito, California 142 68.7 % 609.91 419.29 1088.36 26.0 % Chico Hot Springs Resort & Day Spa Pray, Montana 117 54.0 % 209.99 113.49 282.72 (14.2) % Havana Cabana Key West Key West, Florida 106 78.2 % 282.48 220.89 317.21 (12.2) % Tranquility Bay Beachfront Resort Marathon, Florida 103 78.3 % 635.14 497.44 628.48 (7.4) % Hotel Emblem San Francisco San Francisco, California 96 73.3 % 252.92 185.44 221.32 30.9 % Kimpton Shorebreak Fort Lauderdale Beach Resort Fort Lauderdale, Florida 96 80.3 % 243.42 195.56 361.66 1.5 % The Landing Lake Tahoe Resort & Spa South Lake Tahoe, California 82 55.8 % 359.55 200.73 366.8 0.1 % Lake Austin Spa Resort Austin, Texas 40 60.1 % 972.92 584.56 1,423.50 (2.5) % Henderson Park Inn Destin, Florida 37 64.6 % 646.22 417.62 696.46 7.4 % TOTAL/WEIGHTED AVERAGE 9,589 72.5 % $ 297.46 $ 215.55 $ 334.24 4.2 % ____________________ (1)The hotel was sold on May 1, 2026. The percentage change from 2025 RevPAR reflects the comparable period in 2025 to our 2026 ownership period. Results of Operations All properties owned during the periods presented have been included in our results of operations during the respective periods since their date of acquisition or through their date of disposition, as applicable. The operating results are not directly comparable for the three months ended June 30, 2026 and 2025 due to the sale of The Westin Washington, D.C. City Center on February 19, 2025 (the “2025 Disposition”) and the sale of Courtyard New York Manhattan/Fifth Avenue on May 1, 2026 (the “2026 Disposition”). Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025 Revenue. Revenue consists of the following (dollars in thousands): -22- Table of Contents Three Months Ended June 30, Change 2026 2025 $ % Rooms $ 207,669 $ 198,237 $ 9,432 4.8 % Food and beverage 80,780 78,828 1,952 2.5 % Other 29,837 28,655 1,182 4.1 % Total revenues $ 318,286 $ 305,720 $ 12,566 4.1 % Rooms revenues increased by $9.4 million from the three months ended June 30, 2025 to the three months ended June 30, 2026. Excluding a decrease of $3.8 million due to our 2026 Disposition, room revenues increased $13.2 million driven primarily by an increase in ADR, as well as higher occupancy at L'Auberge de Sedona following the repositioning of the hotel in the third quarter of 2025. The following are key hotel operating statistics for the three months ended June 30, 2026 and 2025. The operating statistics for the three months ended June 30, 2025 reflect the comparable period in 2025 to our 2026 ownership period. Three Months Ended June 30, 2026 2025 % Change Occupancy % 78.2 % 76.5 % 1.7 % ADR $ 308.49 $ 295.14 4.5 % RevPAR $ 241.17 $ 225.67 6.9 % Total RevPAR $ 369.63 $ 350.34 5.5 % Food and beverage revenues increased $2.0 million from the three months ended June 30, 2025 to the three months ended June 30, 2026, primarily due to growth in outlet revenues. Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $1.2 million from the three months ended June 30, 2025 to the three months ended June 30, 2026, primarily due to an increase in resort fees. Hotel operating expenses. Hotel operating expenses consists of the following (dollars in thousands): Three Months Ended June 30, Change 2026 2025 $ % Rooms $ 46,982 $ 47,272 $ (290) (0.6) % Food and beverage 50,826 50,548 278 0.5 % Other departmental and support expenses 70,594 68,719 1,875 2.7 % Management fees 8,866 7,406 1,460 19.7 % Franchise fees 10,549 10,003 546 5.5 % Property taxes 6,843 16,663 (9,820) (58.9) % Other property-level expenses 11,023 11,354 (331) (2.9) % Total hotel operating expenses $ 205,683 $ 211,965 $ (6,282) (3.0) % Our hotel operating expenses decreased $6.3 million from the three months ended June 30, 2025 to the three months ended June 30, 2026. A decrease of $2.6 million was attributable to our 2026 Disposition. Excluding the impact of the 2026 Disposition, hotel operating expenses decreased primarily due to property tax appeal settlements recognized in the second quarter of 2026 at our Chicago properties. Including the increase in incentive management fees, the net benefit from these settlements was $6.9 million. In addition, despite an increase in occupancy, rooms and food and beverage expenses remained generally flat as a result of favorable labor productivity and cost controls. Depreciation and amortization. Depreciation and amortization on our hotel buildings is generally recorded over a 40-year period subsequent to acquisition. Depreciable lives of hotel furniture, fixtures and equipment are estimated as the time period between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and amortization expense increased $0.7 million from the three months ended June 30, 2025 to the three months ended June 30, 2026, primarily due to the renovations and rebrandings that were completed in 2025 and in the first half of 2026. -23- Table of Contents Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses increased $1.0 million from the three months ended June 30, 2025 to the three months ended June 30, 2026, primarily due to an increase in employee-related costs. Interest expense. Our interest expense decreased $0.4 million from the three months ended June 30, 2025 to the three months ended June 30, 2026 and was comprised of the following (dollars in thousands): Three Months Ended June 30, Change 2026 2025 $ % Unsecured term loan interest $ 13,606 $ 10,868 $ 2,738 25.2 % Mortgage debt interest — 2,699 (2,699) (100.0) % Credit facility fees 253 312 (59) (18.9) % Amortization of debt issuance costs 426 521 (95) (18.2) % Finance lease expense(1) 157 468 (311) (66.5) % $ 14,442 $ 14,868 $ (426) (2.9) % _____________________________ (1)Represents the interest expense associated with the ground lease on the Courtyard New York Manhattan/Fifth Avenue, which was sold on May 1, 2026. The decrease in interest expense was due to our mortgage debt repayments in 2025, which was offset by the amendment to our Credit Facility in July 2025 that increased our unsecured term loans by $300 million. In addition, finance lease expense decreased due to the sale of Courtyard New York Manhattan/Fifth Avenue in May 2026. Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025 Revenue. Revenue consists of the following (dollars in thousands): Six Months Ended June 30, Change 2026 2025 $ % Rooms $ 371,754 $ 361,355 $ 10,399 2.9 % Food and beverage 147,946 145,669 2,277 1.6 % Other 56,748 53,549 3,199 6.0 % Total revenues $ 576,448 $ 560,573 $ 15,875 2.8 % Rooms revenues increased by $10.4 million from the six months ended June 30, 2025 to the six months ended June 30, 2026. Excluding a decrease of $6.1 million due to our 2025 and 2026 Dispositions, room revenues increased $16.5 million driven primarily by an increase in ADR, as well as higher occupancy at L'Auberge de Sedona and Cavallo Point. The following are key hotel operating statistics for the six months ended June 30, 2026 and 2025. The operating statistics for the six months ended June 30, 2025 reflect the comparable period in 2025 to our 2026 ownership period. Six Months Ended June 30, 2026 2025 % Change Occupancy % 72.5 % 71.8 % 0.7 % ADR $ 297.46 $ 286.82 3.7 % RevPAR $ 215.55 $ 205.91 4.7 % Total RevPAR $ 334.24 $ 320.91 4.2 % Food and beverage revenues increased $2.3 million from the six months ended June 30, 2025 to the six months ended June 30, 2026, primarily due to growth in outlet revenues, offset by a decrease of $0.5 million due to our 2025 Disposition. -24- Table of Contents Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $3.2 million from the six months ended June 30, 2025 to the six months ended June 30, 2026, primarily due to an increase in resort fees, offset by a decrease of $0.3 million due to our 2025 and 2026 Dispositions. Hotel operating expenses. Hotel operating expenses consists of the following (dollars in thousands): Six Months Ended June 30, Change 2026 2025 $ % Rooms $ 89,305 $ 91,115 $ (1,810) (2.0) % Food and beverage 96,726 96,965 (239) (0.2) % Other departmental and support expenses 136,782 134,005 2,777 2.1 % Management fees 13,877 12,424 1,453 11.7 % Franchise fees 19,804 19,051 753 4.0 % Property taxes 21,863 30,944 (9,081) (29.3) % Other property-level expenses 20,484 21,972 (1,488) (6.8) % Total hotel operating expenses $ 398,841 $ 406,476 $ (7,635) (1.9) % Our hotel operating expenses decreased $7.6 million from the six months ended June 30, 2025 to the six months ended June 30, 2026. A decrease of $5.4 million was attributable to our 2025 and 2026 Dispositions. Excluding the impact of the 2026 Disposition, hotel operating expenses decreased primarily due to property tax appeal settlements recognized in the second quarter of 2026 at our Chicago properties. Including the increase in incentive management fees, the net benefit from these settlements was $6.9 million. In addition, rooms and food and beverage expenses remained generally flat as a result of favorable labor productivity and cost controls. Depreciation and amortization. Depreciation and amortization on our hotel buildings is generally recorded over a 40-year period subsequent to acquisition. Depreciable lives of hotel furniture, fixtures and equipment are estimated as the time period between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and amortization expense increased $1.3 million from the six months ended June 30, 2025 to the six months ended June 30, 2026, primarily due to the renovations and rebrandings that were completed in 2025 and in the first half of 2026. Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses increased $1.1 million from the six months ended June 30, 2025 to the six months ended June 30, 2026, primarily due to an increase in employee-related costs. Interest expense. Our interest expense decreased $0.9 million from the six months ended June 30, 2025 to the six months ended June 30, 2026 and was comprised of the following (dollars in thousands): Six Months Ended June 30, Change 2026 2025 $ % Unsecured term loan interest $ 27,149 $ 21,630 $ 5,519 25.5 % Mortgage debt interest — 5,791 (5,791) (100.0) % Credit facility fees 503 620 (117) (18.9) % Amortization of debt issuance costs 851 1,056 (205) (19.4) % Finance lease expense(1) 629 929 (300) (32.3) % $ 29,132 $ 30,026 $ (894) (3.0) % _____________________________ (1)Represents the interest expense associated with the ground lease on the Courtyard New York Manhattan/Fifth Avenue, which was sold on May 1, 2026. The decrease in interest expense was due to our mortgage debt repayments in 2025, which was mostly offset by the amendment to our Credit Facility in July 2025 that increased our unsecured term loans by $300 million. In addition, finance lease expense decreased due to the sale of Courtyard New York Manhattan/Fifth Avenue in May 2026. Liquidity and Capital Resources -25- Table of Contents Our short-term liquidity requirements consist primarily of funds necessary to pay debt service, operating expenses, ground lease payments, capital expenditures directly associated with our hotels, any share repurchases, and distributions to our common stockholders. Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotels, renovations and other capital expenditures that need to be made periodically to our hotels, debt payments, debt maturities, ground lease payments, share repurchases, and making distributions to our common stockholders. We expect to meet our short- and long-term liquidity requirements through various sources of capital, including cash provided by operations, borrowings, issuances of additional equity, and/or debt securities and proceeds from property dispositions, and we anticipate that these sources will provide adequate capital for the next 12 months and beyond. Our ability to incur additional debt is dependent upon a number of factors, including the state of the credit markets, our degree of leverage, the value of our unencumbered assets and borrowing restrictions imposed by existing lenders. Our ability to raise capital through the issuance of additional equity and/or debt securities is also dependent on a number of factors including the current state of the capital markets, investor sentiment and our intended use of proceeds. We may need to raise additional capital if we identify acquisition opportunities that meet our investment objectives and require liquidity in excess of existing cash balances. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us. Our Financing Strategy Since our formation in 2004, we have been committed to a conservative capital structure with prudent leverage. Our outstanding debt consists of unsecured term loans and periodic borrowings on our senior unsecured credit facility. We have a preference to maintain a significant portion of our portfolio as unencumbered in order to provide balance sheet flexibility. As of June 30, 2026, our portfolio is fully unencumbered by secured debt. We expect that our strategy will enable us to maintain a balance sheet with an appropriate amount of debt throughout all phases of the lodging cycle. We believe that it is prudent to reduce the inherent risk of highly cyclical lodging fundamentals through a low leverage capital structure. We prefer a relatively simple, but efficient capital structure. We generally structure our hotel acquisitions to be straightforward and to fit within our capital structure; however, we will consider a more complex transaction, such as the issuance of common OP units in connection with the acquisition of Cavallo Point, The Lodge at the Golden Gate, if we believe that the projected returns to our stockholders will significantly exceed the returns that would otherwise be available. We believe that we maintain a reasonable amount of debt. As of June 30, 2026, we had $1.1 billion of debt outstanding with a weighted average interest rate of 4.90%, which includes the effect of interest rate swaps, and a weighted average maturity date of approximately 3.2 years, assuming all extension options available in our debt agreements are exercised. Information about our financing activities is available in Note 5 to the accompanying consolidated financial statements. ATM Program In August 2024, our board of directors approved an “at-the-market” equity offering program (the “ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. No shares were sold under the ATM Program during the three and six months ended June 30, 2026. Share Repurchase Program In April 2026, our board of directors authorized the repurchase of up to $300 million of our common stock under a new share repurchase program effective May 1, 2026 (the “Share Repurchase Program”). This Share Repurchase Program replaced our prior $200 million share repurchase program that was authorized in May 2024. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. The Share Repurchase Program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. The Share Repurchase Program will expire on May 1, 2028. During the six months ended June 30, 2026, we repurchased 189,265 shares of common stock at an average price of $9.79 per share for a total purchase price of $1.9 million. During the six months ended June 30, 2025, we repurchased 3,097,942 shares of common stock at an average price of $7.64 per share for a total purchase price of $23.7 million under this program. As of July 30, 2026, we have $299.4 million of authorized capacity remaining under the Share Repurchase Program. Short-Term Borrowings -26- Table of Contents We currently do not utilize short-term borrowings to meet liquidity requirements. Senior Unsecured Credit Facility and Unsecured Term Loans We are party to a Seventh Amended and Restated Credit Agreement (the “Credit Facility”) that provides for a $400.0 million revolving credit facility (the “Revolving Credit Facility”) and three term loan facilities in the aggregate amount of $1.1 billion. The Revolving Credit Facility matures on January 22, 2030. The term loan facilities consist of a $500.0 million term loan that matures on January 3, 2028 (the “Term 1 Loan”), a $300.0 million term loan that matures January 22, 2030 (the “Term 2 Loan”) and a $300.0 million term loan that matures on January 22, 2029 (the “Term 3 Loan”). The maturity date of the Revolving Credit Facility, Term 1 Loan and Term 3 Loan may be extended for two additional six-month periods upon the payment of applicable fees and satisfaction of certain standard conditions. We have the right to increase the aggregate capacity of the Amended Credit Facility to $1.8 billion upon the satisfaction of certain standard conditions. As of June 30, 2026, we had $400.0 million of borrowing capacity under the Revolving Credit Facility. Additional information about the Credit Facility, including a summary of significant covenants, can be found in Note 5 to the accompanying consolidated financial statements. Sources and Uses of Cash As of June 30, 2026, we had $106.0 million of unrestricted cash, $39.9 million of restricted cash and no outstanding borrowings on our revolving credit facility. Our net cash provided by operations was $101.5 million for the six months ended June 30, 2026. Our cash from operations generally consists of the net cash flow from hotel operations, offset by cash paid for corporate expenses, interest payments, and other working capital changes. Our net cash used in investing activities was $10.4 million for the six months ended June 30, 2026, which consisted of $40.3 million of capital expenditures offset by $29.9 million of net proceeds from the sale of Courtyard New York Manhattan/Fifth Avenue on May 1, 2026. Our net cash used in financing activities was $48.5 million for the six months ended June 30, 2026, which consisted of $43.7 million of distributions paid to holders of common stock and units, $2.9 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholdings obligations and $1.9 million of share repurchases. We currently anticipate our significant sources of cash for the year ending December 31, 2026 will be net cash flow from hotel operations and potential dispositions. We expect our estimated uses of cash for the year ending December 31, 2026 will be debt service payments, potential acquisitions of hotel properties, capital expenditures, distributions to common stockholders, and corporate expenses. Dividend Policy We intend to distribute to our stockholders dividends at least equal to our REIT taxable income to avoid paying corporate income tax and excise tax on our earnings (other than the earnings of our taxable REIT subsidiaries, which are all subject to tax at regular corporate rates) and to qualify for the tax benefits afforded to REITs under the Code. In order to maintain our qualification as a REIT, we are required to distribute to our stockholders each year at least: •90% of our REIT taxable income, determined before the deduction for dividends paid and excluding any net capital gain (which does not necessarily equal net income as calculated in accordance with U.S. GAAP); plus •90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code; less •any excess non-cash income (as determined under the Code). The timing and frequency of distributions will be authorized by our board of directors and declared by us based upon a variety of factors, including our financial performance, restrictions under applicable law and our current and future loan agreements, our debt service requirements, our capital expenditure requirements, the requirements for qualification as a REIT under the Code and other factors that our board of directors may deem relevant from time to time. Information about our distributions declared and paid can be found in Note 8 to the accompanying consolidated financial statements. -27- Table of Contents During 2026, we have paid the following dividends to holders of our common stock and common OP units: Payment Date Record Date Dividend per Share/Unit January 14, 2026 December 31, 2025 $ 0.12 April 14, 2026 March 31, 2026 $ 0.09 July 14, 2026 June 30, 2026 $ 0.09 Capital Expenditures The management and franchise agreements for each of our hotels provide for the establishment of separate property improvement reserves to cover, among other things, the cost of replacing and repairing furniture, fixtures and equipment at our hotels and other routine capital expenditures. Contributions to the property improvement fund are calculated as a percentage of hotel revenues. In addition, we may be required to pay for the cost of certain additional improvements that are not permitted to be funded from the property improvement fund under the applicable management or franchise agreement. As of June 30, 2026, we have set aside $39.8 million for capital projects in property improvement reserves, which are included in restricted cash on our consolidated balance sheets. We have invested approximately $40.3 million on capital expenditures during the six months ended June 30, 2026. In 2026, we expect to spend between $75.0 to $85.0 million on capital expenditures. Significant projects currently planned or completed in 2026 include the following: •Courtyard New York Manhattan/Midtown East: We completed a renovation of the hotel's guestrooms during first quarter of 2026. •Henderson Park Inn: We completed a renovation of the hotel's guestrooms and bathrooms during the first quarter of 2026. •Westin San Diego Bayview: We expect to commence a renovation of the hotel's entrance and lobby, including the lobby bar, during the third quarter of 2026. •Atlanta Marriott Alpharetta: We expect to commence a renovation of the hotel's guestrooms during the fourth quarter of 2026. Non-GAAP Financial Measures We use the following non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance: EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with U.S. GAAP. EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO, as calculated by us, may not be comparable to other companies that do not define such terms exactly as the Company. Use and Limitations of Non-GAAP Financial Measures Our management and Board of Directors use EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO to evaluate the performance of our hotels and to facilitate comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital intensive companies. The use of these non-GAAP financial measures has certain limitations. These non-GAAP financial measures as presented by us, may not be comparable to non-GAAP financial measures as calculated by other real estate companies. These measures do not reflect certain expenses or expenditures that we incurred and will incur, such as depreciation, interest and capital expenditures. We compensate for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our reconciliations to the most comparable U.S. GAAP financial measures, and our consolidated statements of operations and comprehensive income and consolidated statements of cash flows, include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with U.S. GAAP. They should not be considered as alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by U.S. GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our U.S. GAAP results and the reconciliations to the corresponding U.S. GAAP -28- Table of Contents financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure. EBITDA and EBITDAre EBITDA represents net income (calculated in accordance with U.S. GAAP) excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; and (3) depreciation and amortization. The Company computes EBITDAre in accordance with the National Association of Real Estate Investment Trusts (“Nareit”) guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.” EBITDAre represents net income (calculated in accordance with U.S. GAAP) adjusted for: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; (3) depreciation and amortization; (4) gains or losses on the disposition of depreciated property including gains or losses on change of control; (5) impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate; and (6) adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates. We believe EBITDA and EBITDAre are useful to an investor in evaluating our operating performance because they help investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization, and in the case of EBITDAre, impairment and gains or losses on dispositions of depreciated property) from our operating results. In addition, covenants included in our debt agreements use EBITDA as a measure of financial compliance. We also use EBITDA and EBITDAre as measures in determining the value of hotel acquisitions and dispositions. FFO We compute FFO in accordance with standards established by Nareit, which defines FFO as net income (calculated in accordance with U.S. GAAP) excluding gains or losses from sales of properties and impairment losses, plus real estate related depreciation and amortization. We believe that the presentation of FFO provides useful information to investors regarding its operating performance because it is a measure of our operations without regard to specified non-cash items, such as real estate related depreciation and amortization and gains or losses on the sale of assets. We also use FFO as one measure in assessing our operating results. Adjustments to EBITDAre and FFO We adjust EBITDAre and FFO when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance and that the presentation of Adjusted EBITDA and Adjusted FFO when combined with U.S. GAAP net income, EBITDAre and FFO, is beneficial to an investor's complete understanding of our consolidated and property-level operating performance. We adjust EBITDAre and FFO for the following items: •Non-Cash Lease Expense and Other Amortization: We exclude the non-cash expense incurred from the straight line recognition of expense from our ground leases and other contractual obligations and the non-cash amortization of our favorable and unfavorable contracts, originally recorded in conjunction with certain hotel acquisitions. We exclude these non-cash items because they do not reflect the actual cash amounts due to the respective lessors in the current period and they are of lesser significance in evaluating our actual performance for that period. •Cumulative Effect of a Change in Accounting Principle: The Financial Accounting Standards Board promulgates new accounting standards that require or permit the consolidated statement of operations and comprehensive income to reflect the cumulative effect of a change in accounting principle. We exclude the effect of these adjustments, which include the accounting impact from prior periods, because they do not reflect the Company’s actual underlying performance for the current period. •Gains or Losses from Debt Extinguishment: We exclude the effect of gains or losses recorded on the debt extinguishment because these gains or losses result from transaction activity related to the Company’s capital structure that we believe are not indicative of the ongoing operating performance of the Company or our hotels. •Hotel Acquisition Costs: We exclude hotel acquisition costs expensed during the period because we believe these transaction costs are not reflective of the ongoing performance of the Company or our hotels. -29- Table of Contents •Severance Costs: We exclude corporate severance costs, or reversals thereof, incurred with the termination of corporate-level employees and severance costs incurred at our hotels related to lease terminations or structured severance programs because we believe these costs do not reflect the ongoing performance of the Company or our hotels. •Hotel Manager Transition and Hotel Pre-Opening Costs: We exclude the transition costs associated with a change in hotel manager and the pre-opening costs associated with the redevelopment or rebranding of a hotel because we believe these items do not reflect the ongoing performance of the Company or our hotels. •Share-Based Compensation Expense: We exclude share-based compensation expense as it is a non-cash item. This adjustment aligns with the calculation of Adjusted EBITDA for our financial covenant ratios under our credit facility, supporting consistency in our financial reporting and covenant compliance, as well as comparability with our peers. •Other Items: From time to time we incur costs or realize gains that we consider outside the ordinary course of business and that we do not believe reflect the ongoing performance of the Company or our hotels. Such items may include, but are not limited to, the following: non-cash realized gains or losses on our deferred compensation plan assets; management or franchise contract termination fees; terminated transaction costs; gains or losses from legal settlements; costs incurred related to natural disasters; and gains on property insurance claim settlements, other than income related to business interruption insurance. In addition, to derive Adjusted FFO, we exclude any unrealized fair value adjustments to interest rate swaps and the portion of our non-cash ground lease expense recognized as interest expense. We exclude these non-cash amounts because they do not reflect the underlying performance of the Company. Hotel Adjusted EBITDA We believe that Hotel Adjusted EBITDA provides our investors with a useful financial measure to evaluate our hotel operating performance, excluding the impact of our capital structure (primarily interest), our asset base (primarily depreciation and amortization), and our corporate-level expenses. With respect to Hotel Adjusted EBITDA, we believe that excluding the effect of corporate-level expenses provides a more complete understanding of the operating results over which individual hotels and third-party management companies have direct control. We believe property-level results provide investors with supplemental information on the ongoing operational performance of our hotels and effectiveness of the third-party management companies operating our business on a property-level basis. Hotel Adjusted EBITDA margins are calculated as Hotel Adjusted EBITDA divided by total hotel revenues. The following table is a reconciliation of our U.S. GAAP net income to EBITDA, EBITDAre, Adjusted EBITDA and Hotel Adjusted EBITDA (in thousands): -30- Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income $ 90,758 $ 41,039 $ 105,291 $ 52,954 Interest expense 14,442 14,868 29,132 30,026 Income tax expense 1,680 991 1,726 149 Real estate related depreciation and amortization 28,841 28,156 57,381 56,048 EBITDA 135,721 85,054 193,530 139,177 Gain on sale of hotel property, net (31,591) — (31,591) — EBITDAre 104,130 85,054 161,939 139,177 Non-cash lease expense and other amortization 1,347 1,284 2,575 2,583 Share-based compensation expense (1) 3,571 2,891 5,133 3,556 Hotel pre-opening costs — 321 — 344 Terminated transaction costs — 907 — 907 Other (2) (1,158) — (1,158) 0 — Adjusted EBITDA 107,890 90,457 168,489 146,567 Corporate expenses 6,598 5,655 12,782 12,003 Interest (income) and other (income) expense, net (765) (752) (1,392) (1,546) Hotel Adjusted EBITDA $ 113,723 $ 95,360 $ 179,879 $ 157,024 (1)For each of the three months ended June 30, 2026 and 2025, amounts include less than $0.1 million of non-cash income related to our deferred compensation plan. For the six months ended June 30, 2026 and 2025, amounts include less than $0.1 million and $0.7 million, respectively, of non-cash income related to our deferred compensation plan. (2)Amount reflects the reversal of a previously recognized accrual related to a loss contingency. The following table is a reconciliation of our U.S. GAAP net income to FFO and Adjusted FFO (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net income $ 90,758 $ 41,039 $ 105,291 $ 52,954 Real estate related depreciation and amortization 28,841 28,156 57,381 56,048 Gain on sale of hotel property, net (31,591) — (31,591) — FFO 88,008 69,195 131,081 109,002 Distributions to preferred stockholders — (2,454) — (4,908) FFO available to common stock and unit holders 88,008 66,741 131,081 104,094 Non-cash lease expense and other amortization 1,411 1,470 2,827 2,945 Share-based compensation expense (1) 3,571 2,891 5,133 3,556 Terminated transaction costs — 907 — 907 Hotel pre-opening costs — 321 — 344 Other (2) (1,158) — (1,158) — Adjusted FFO available to common stock and unit holders $ 91,832 $ 72,330 $ — $ 137,883 $ 111,846 (1)For each of the three months ended June 30, 2026 and 2025, amounts include less than $0.1 million of non-cash income related to our deferred compensation plan. For the six months ended June 30, 2026 and 2025, amounts include less than $0.1 million and $0.7 million, respectively, of non-cash income related to our deferred compensation plan. (2)Amount reflects the reversal of a previously recognized accrual related to a loss contingency. Critical Accounting Estimates and Policies Our unaudited consolidated financial statements include the accounts of DiamondRock Hospitality Company and all consolidated subsidiaries. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would -31- Table of Contents be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. We evaluate our estimates and judgments, including those related to the impairment of long-lived assets, on an ongoing basis. We base our estimates on experience and on various assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to our critical accounting policies during the reporting period since the year ended December 31, 2025. Inflation Operators of hotels generally possess the ability to adjust room rates frequently, including on a daily basis, to respond to changes in market conditions and inflationary pressures, subject to previously contracted reservations. However, competitive pressures, demand elasticity, consumer spending patterns and other market factors may limit the ability of our management companies to increase room rates sufficiently to offset increases in operating costs. Inflation remains elevated relative to the Federal Reserve's long-term target, and operating costs continue to be influenced by market conditions, including labor costs, employee-related benefits, food, commodities and other materials, utilities, real estate taxes and the cost of capital improvements. Refer to “Outlook” above for additional information regarding current macroeconomic conditions. Seasonality The periods during which our hotels experience higher revenues vary from property to property, depending principally upon location and the customer base served. Accordingly, we expect some seasonality in our business. Volatility in our financial performance from the seasonality of the lodging industry could adversely affect our financial condition and results of operations. -32- Table of Contents