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Item 2 — Management's Discussion and Analysis
Summit Hotel Properties, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2025, and our unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Unless stated otherwise or the context otherwise requires, references in this report to “we,” “our,” “us,” “our company” or “the company” mean Summit Hotel Properties, Inc. and its consolidated subsidiaries.
Cautionary Statement about Forward-Looking Statements
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”). We intend 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 include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “forecast,” “project,” “potential,” “continue,” “likely,” “will,” “would” or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and the ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:
•global, national, regional and local economic and geopolitical conditions and events, including wars or potential hostilities, such as future terrorist attacks, that may negatively affect business transient, group, international and other travel or consumer behavior;
•changes in federal or state regulations or policies, such as the effect of significantly increased tariffs or retaliatory responses to increased tariffs, that could affect the labor market or our business;
•the effect of government shutdowns;
•macroeconomic conditions related to, and our ability to manage, inflationary pressures for commodities, labor and other costs of our business;
•consumer purchasing power and overall behavior, or a potential recessionary environment, which could adversely affect our costs, liquidity, consumer confidence, and demand for travel and lodging;
•levels of spending for business and leisure travel;
•adverse changes in occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) and other lodging property operating metrics;
•potential changes in operations, including as a result of new regulations or changes in brand standards;
•financing risks, 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;
•effects of infectious disease outbreaks or pandemics;
•default by borrowers to which we lend or provide seller financing;
•supply and demand factors in our markets or sub-markets;
•the effect of alternative accommodations on our business;
•financial condition of, and our relationships with, third-party property managers and franchisors;
•the degree and nature of our competition;
•increased interest rates or continued high rates of interest;
•increased renovation costs, which may cause actual renovation costs to exceed our current estimates;
•supply-chain disruption, which may reduce access to operating supplies or construction materials and increase related costs;
•changes in zoning laws;
•significant increases in real property taxes;
•significant increases in insurance costs or availability, including losses in excess of estimates for self-insured risks;
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•risks associated with lodging property acquisitions, including the ability to ramp up and stabilize newly-acquired lodging properties with limited or no operating history or that require substantial amounts of capital improvements for us to earn economic returns consistent with our expectations at the time of acquisition;
•risks associated with dispositions of lodging properties, including our ability to successfully complete the sale of lodging properties under contract to be sold, including the risk that the purchaser may not have access to the capital needed to complete the purchase;
•the nature of our structure and transactions such that our federal and state taxes are complex and there is risk of successful challenges to our tax positions by the Internal Revenue Service (“IRS”) or other federal and state taxing authorities;
•availability of and the abilities of our property managers and us to retain qualified personnel at our lodging property and corporate offices;
•our failure to maintain our qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “IRC”);
•changes in our business or investment strategy;
•availability, terms and deployment of capital;
•general volatility of the capital markets and the market price of our common stock;
•environmental uncertainties and risks, including related to natural disasters;
•our ability to recover fully under third-party indemnities or our existing insurance policies for insurable losses and our ability to maintain adequate or full replacement cost “all-risk” property insurance policies on our properties on commercially reasonable terms;
•a data breach or significant disruption of our information technology systems and networks, or those of our brand or third-party property manager partners, due to cybersecurity incidents may result in losses that are greater than insurance coverages or indemnities from service providers. Cybersecurity incidents could also result in, among other things, a loss of business due to a decline in consumer confidence;
•our ability to manage rapidly advancing artificial intelligence technology related to our business;
•our ability to effectively manage our joint ventures with our joint venture partners;
•current and future changes to the IRC;
•our ability to continue to maintain an effective corporate responsibility program;
•our ability to successfully implement our share repurchase program or implement future share repurchase programs;
•the other factors discussed under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Overview
Summit Hotel Properties, Inc. is a self-managed lodging property investment company that was organized in June 2010 and completed its initial public offering in February 2011. We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. Our lodging properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, and leisure attractions. Substantially all of our assets are held by, and all of our operations are conducted through, our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”). Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At June 30, 2026, 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 6.25% Series E and 5.875% Series F preferred units of limited partnership interest. NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC own all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership (“Series Z Preferred Units”), which were issued as part of the NCI Transaction (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”
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At June 30, 2026, our portfolio consisted of 94 lodging properties with a total of 14,226 guestrooms located in 24 states of the United States of America. We own our lodging properties in fee simple, except for six lodging properties which are subject to ground leases or subleases. As of June 30, 2026, we own 100% of the outstanding equity interests in 52 of the 94 lodging properties. We own a 51% controlling interest in 39 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90% equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.
Our hotel properties primarily operate under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide (“Hilton”), Hyatt® Hotels Corporation (“Hyatt”) and InterContinental® Hotels Group (“IHG”). We also own two independent lodging properties.
We have elected to be taxed as a REIT for federal income tax purposes commencing with our short taxable year ended December 31, 2011. 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”). All of our lodging properties are operated pursuant to lodging property management agreements between our TRS Lessees and professional, third-party lodging property management companies that are not affiliated with us as follows:
Management Company Number of Properties Number of Guestrooms
Affiliates of Aimbridge Hospitality, LLC 48 7,323
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 7 927
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 94 14,226
Our typical lodging property management agreement requires us to pay a base fee to our lodging property manager calculated as a percentage of lodging property revenues. In addition, our property management agreements generally provide that the lodging property manager can earn an incentive fee for hotel-level Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) over certain thresholds of a required investment return to us. Our TRS Lessees may employ other lodging property managers in the future. We currently do not have any ownership or economic interest in any of the lodging property management companies engaged by our TRS Lessees. However, we have a purchase option to acquire a minority equity interest in the entity that owns the Onera brand, which is an affiliate of Blink Data Services, LLC, if we reach certain investment thresholds in Onera-branded properties.
Our revenues are derived from lodging property operations and consist of room revenue, food and beverage revenue and other lodging property operations revenue. Revenues from our other lodging property operations consist of ancillary revenues related to parking, cancellation fees, meeting rooms, and other guest services provided at certain of our lodging properties.
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. Hotel demand and pricing dynamics have improved in recent months and, combined with a stabilized cost environment, have resulted in hotel level profit margins expanding. However, certain costs continue to grow above historical levels and changes in hotel demand patterns or operating cost dynamics could affect our ability to continue to drive hotel level profit growth.
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During the second quarter of 2026, we experienced strong same-store RevPAR growth, driven by an increase in ADR, which offset a slight decline in occupancy. Total portfolio revenue grew year-over-year, primarily from an increase in room revenue with other revenue categories, such as food and beverage and ancillary services, also growing in the period. The current outlook for the industry remains positive, with expectations of sustained growth in room night demand and ADR, supported by limited supply growth and increasing travel demand.
Our Lodging Property Portfolio
According to current chain scales as defined by STR Global (“STR”), as of June 30, 2026, six of our lodging properties with a total of 954 guestrooms are categorized as Upper-upscale hotels, 71 of our lodging properties with a total of 10,944 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. We have two independent lodging properties that are not categorized by STR. Lodging property information at June 30, 2026 is as follows:
Franchise/Brand Number of Lodging Properties Number of Guestrooms
Marriott
Courtyard by Marriott 14 2,618
Residence Inn by Marriott 16 2,256
AC Hotel by Marriott 6 1,026
SpringHill Suites by Marriott 6 775
TownePlace Suites 2 225
Marriott 1 165
Fairfield Inn & Suites by Marriott 1 140
Element by Marriott 1 108
Total Marriott 47 7,313
Hilton
Hampton Inn & Suites 9 1,412
Hilton Garden Inn 7 1,102
Homewood Suites 3 369
Embassy Suites 2 346
Canopy Hotel 2 326
DoubleTree by Hilton 1 210
Total Hilton 24 3,765
Hyatt
Hyatt Place 13 1,893
Hyatt House 3 466
Total Hyatt 16 2,359
IHG
Holiday Inn Express & Suites 3 471
Staybridge Suites 1 121
Hotel Indigo 1 117
Total IHG 5 709
Independent
Nordic Lodge 1 45
Onera 1 35
Total Independent 2 80
Total 94 14,226
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Lodging Property Portfolio Activity
We continually evaluate alternatives to refine our portfolio to drive growth and create value. In the normal course of business, we evaluate opportunities to acquire additional properties that meet our investment criteria and opportunities to recycle capital through the disposition of properties. As such, the composition and size of our portfolio of properties may change materially over time. Significant changes to our portfolio of properties could have a material effect on our Condensed Consolidated Financial Statements.
See “Note 3 - Investments in Lodging Property, net” to the Condensed Consolidated Financial Statements for further information related to lodging property acquisitions and dispositions.
Results of Operations
The comparisons that follow should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Comparison of the Three Months Ended June 30, 2026 with the Three Months Ended June 30, 2025
The following table contains key operating metrics for our portfolio for the three months ended June 30, 2026 compared with the three months ended June 30, 2025 (dollars in thousands, except ADR and RevPAR).
Three Months Ended June 30, Quarter-over-Quarter Quarter-over-Quarter
2026 2025 Dollar Change Percentage Change
Total Portfolio(94 properties) Same-Store (1)Portfolio(94 properties) Total Portfolio(97 properties) Same-StorePortfolio(94 properties) Total Portfolio(94/97properties) Same-StorePortfolio(94 properties) Total Portfolio(94/97 properties) Same-StorePortfolio(94 properties)
Revenues:
Room $ 176,137 $ 176,137 $ 170,599 $ 167,436 $ 5,538 $ 8,701 3.2 % 5.2 %
Food and beverage 11,098 11,098 11,195 10,904 (97) 194 (0.9) % 1.8 %
Other 11,784 11,784 11,123 10,902 661 882 5.9 % 8.1 %
Total $ 199,019 $ 199,019 $ 192,917 $ 189,242 $ 6,102 $ 9,777 3.2 % 5.2 %
Expenses:
Room $ 39,352 $ 39,350 $ 39,166 $ 38,502 $ 186 $ 848 0.5 % 2.2 %
Food and beverage 8,480 8,480 8,388 8,140 92 340 1.1 % 4.2 %
Other lodging property operating expenses 60,671 60,677 58,943 57,541 1,728 3,136 2.9 % 5.5 %
Total $ 108,503 $ 108,507 $ 106,497 $ 104,183 $ 2,006 $ 4,324 1.9 % 4.2 %
Operational Statistics:
Occupancy 76.3 % 76.3 % 77.7 % 77.7 % n/a n/a (1.9) % (1.9) %
ADR $ 178.42 $ 178.42 $ 165.70 $ 166.63 $ 12.72 $ 11.79 7.7 % 7.1 %
RevPAR $ 136.06 $ 136.06 $ 128.79 $ 129.54 $ 7.27 $ 6.52 5.6 % 5.0 %
(1) Same-store information includes operating results for 94 hotels owned by the Company as of January 1, 2025, and at all times during the three months ended June 30, 2026, and 2025.
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The portfolio information above for the three months ended June 30, 2026 and 2025 reflects operating results for various portions of each period for certain lodging properties as a result of sales of lodging properties. The following table details how the disposition transactions affect each reporting period:
Transaction Portion of Operating Results Included For The Three Months Ended June 30,
Date 2026 2025
Sold Properties: (Total Portfolio)
Courtyard by Marriott - Amarillo, TX October 2025 None Full Period
Courtyard by Marriott - Kansas City, MO October 2025 None Full Period
Hilton Garden Inn - Longview, TX February 2026 None Full Period
Changes from the three months ended June 30, 2026 compared with the three months ended June 30, 2025 were due to the following:
•Revenues and RevPAR. Room revenues for our total portfolio during the second quarter of 2026 compared with the second quarter of 2025 increased by $5.5 million primarily as a result of an $8.7 million increase in same-store room revenues, partially offset by a $3.2 million decrease due to the sale of three lodging properties (collectively, the “Sold Properties”). The same-store increase was primarily driven by improved strong ADR performance across substantially all of our markets, in addition to incremental demand related to special events in certain markets such as the FIFA 2026 World Cup tournament, as well as ongoing performance improvement from the Courtyard Oceanside Fort Lauderdale Beach following the comprehensive renovation.
Occupancy decreased 1.9% and ADR increased by 7.7% for the total portfolio during the second quarter of 2026, which resulted in a 5.6% increase in RevPAR. On a same-store basis, we experienced a decrease of 1.9% in occupancy and a 7.1% increase in ADR during the second quarter of 2026. This resulted in an increase in same-store RevPAR of 5.0%. The increase in ADR was driven by improved performance in higher rated demand segments, notably the retail segment, and broad-based improvements in the corporate negotiated segment.
•Room Expenses. Room expenses for our total portfolio for the second quarter of 2026 compared with the second quarter of 2025 increased $0.2 million as a result of a $0.8 million increase in same-store room expenses primarily related to increases in wages and employee benefits, which were partially offset by decreased utilization of contract labor. The same-store increase was partially offset by a $0.6 million decrease due to the sale of the Sold Properties.
•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues decreased $0.1 million for the second quarter of 2026 primarily due to a $0.3 million decrease from the sale of the Sold Properties, partially offset by a $0.2 million increase in same-store food and beverage revenues driven by increased banquet and catering sales. Total portfolio food and beverage expenses increased by $0.1 million as a result of a $0.3 million increase in same-store food and beverage expenses due to increases in labor and benefit expenses, partially offset by a $0.2 million decrease due to the sale of the Sold Properties.
•Other Lodging Property Operating Revenues and Expenses. Other lodging property operating revenues for our total portfolio during the second quarter of 2026 compared with the second quarter of 2025 increased $0.7 million as a result of a $0.9 million increase in same-store other revenues due to increases in resort and parking fees, partially offset by a $0.2 million decrease due to the sale of the Sold Properties.
The $1.7 million increase in other lodging property operating expenses for the total portfolio for the three months ended June 30, 2026 in comparison with the three months ended June 30, 2025 was attributable to a $3.1 million increase in same-store other lodging property operating expenses partially offset by a $1.4 million decrease due to the sale of the Sold Properties. The same-store increase was driven by increased franchise royalty and related brand fees as well as increased credit card fees, which was commensurate with increases in revenues, and an increase in administrative and general expenses due to increases in wages and earned incentives as a result of improved performance.
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The following table includes other consolidated income and expenses for the three months ended June 30, 2026 compared with the three months ended June 30, 2025 (dollars in thousands):
Three Months Ended June 30,
2026 2025 Dollar Change Percentage Change
Property taxes, insurance and other $ 13,571 $ 13,706 $ (135) (1.0) %
Management fees 4,366 4,411 (45) (1.0) %
Depreciation and amortization 36,413 37,259 (846) (2.3) %
Corporate general and administrative 7,415 8,280 (865) (10.4) %
Interest expense 22,068 20,628 1,440 7.0 %
Other income, net 1,187 858 329 38.3 %
Income tax (benefit) expense (1,430) 1,178 (2,608) nm¹
¹ Not meaningful.
Changes for the three months ended June 30, 2026 compared with the three months ended June 30, 2025 were due to the following:
•Property Taxes, Insurance and Other. Property taxes, insurance and other decreased by $0.1 million during the three months ended June 30, 2026 as a result of a $0.3 million decrease from the sale of the Sold Properties, partially offset by a $0.2 million increase in same-store property taxes, insurance and other.
•Management Fees. Management fees were consistent during the three months ended June 30, 2026, as the increase in same-store management fees driven by an increase in same-store revenues, was offset by the reduction in management fees as a result of the sale of the Sold Properties.
•Depreciation and Amortization. Depreciation and amortization decreased by $0.8 million during the three months ended June 30, 2026 due to a $0.6 million decrease from the sale of the Sold Properties and a $0.2 million decrease in same-store depreciation and amortization, as the reduction from fully depreciated assets exceeded the depreciation of assets placed in service related to completed renovations.
•Corporate General and Administrative. Corporate general and administrative expenses decreased by $0.9 million during the three months ended June 30, 2026 primarily due to the $1.4 million reduction to stock-based compensation expense resulting from the reversal of previously recognized compensation cost upon the forfeiture of unvested stock awards following the departure of our former Chief Financial Officer, partially offset by a $0.3 million increase in corporate employee-related costs, a $0.2 million increase related to software implementation costs and a $0.2 million increase in professional fees.
•Interest Expense. Interest expense increased by $1.4 million during the three months ended June 30, 2026, primarily due to the refinancing in February 2026 of the $287.5 million 1.5% Convertible Notes with the $275 million 2025 Delayed Draw Term Loan, which has a higher variable interest rate, partially offset by a slight decrease in variable interest rates and average outstanding debt balances during the current period.
•Other Income, net. Other income, net for the three months ended June 30, 2026 consists primarily of $0.8 million of third-party tenant income and the realization of approximately $0.6 million of tax rebates related to the NCI Transaction during the period, partially offset by a net casualty loss of $0.3 million and debt transaction costs of $0.1 million.
Other income, net for the three months ended June 30, 2025 consists primarily of $0.9 million of third-party tenant income and the realization of approximately $0.3 million of tax rebates related to the NCI Transaction during the period, partially offset by a net casualty loss of $0.4 million.
•Income Tax Expense. The Company recorded an income tax benefit of $1.4 million during the three months ended June 30, 2026, compared to an income tax expense of $1.2 million during the same period in the previous year. Income tax expense varies based on changes in our effective tax rate and variability in quarterly net income (loss).
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Comparison of the Six Months Ended June 30, 2026 with the Six Months Ended June 30, 2025
The following table contains key operating metrics for our portfolio for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 (dollars in thousands, except ADR and RevPAR):
Six Months Ended June 30,
2026 2025 Dollar Change Percentage Change
Total Portfolio(94 properties)(1) Same-StorePortfolio(94 properties)(2) Total Portfolio(97 properties) Same-StorePortfolio(94 properties) Total Portfolio(94/97properties) Same-StorePortfolio(94 properties) Total Portfolio(94/97 properties) Same-StorePortfolio(94 properties)
Revenues:
Room $ 338,701 $ 338,189 $ 334,330 $ 328,860 $ 4,371 $ 9,329 1.3 % 2.8 %
Food and beverage 22,558 22,482 22,185 21,672 373 810 1.7 % 3.7 %
Other 22,813 22,794 20,880 20,481 1,933 2,313 9.3 % 11.3 %
Total $ 384,072 $ 383,465 $ 377,395 $ 371,013 $ 6,677 $ 12,452 1.8 % 3.4 %
Expenses:
Room $ 75,699 $ 75,580 $ 75,298 $ 74,070 $ 401 $ 1,510 0.5 % 2.0 %
Food and beverage 17,000 16,926 16,379 15,918 621 1,008 3.8 % 6.3 %
Other lodging property operating expenses 119,321 119,063 115,865 113,350 3,456 5,713 3.0 % 5.0 %
Total $ 212,020 $ 211,569 $ 207,542 $ 203,338 $ 4,478 $ 8,231 2.2 % 4.0 %
Operational Statistics:
Occupancy 73.9 % 73.9 % 75.0 % 75.1 % n/a n/a (1.4) % (1.6) %
ADR $ 177.53 $ 177.67 $ 169.22 $ 170.26 $ 8.31 $ 7.41 4.9 % 4.4 %
RevPAR $ 131.23 $ 131.34 $ 126.90 $ 127.92 $ 4.33 $ 3.42 3.4 % 2.7 %
(1) Total portfolio information includes the operating results of the Hilton Garden Inn - Longview, TX, which was sold in the first quarter of 2026, from January 1, 2026 through the disposition date of February 20, 2026. Therefore, total portfolio operating results reflect 95 lodging properties for a portion of the period.
(2) Same-store information includes operating results for 94 hotels owned by the Company as of January 1, 2025, and at all times during the six months ended June 30, 2026, and 2025.
The total portfolio information above for the six months ended June 30, 2026 and 2025 reflects operating results for various portions of each period for certain lodging properties as a result of the sales and acquisitions of lodging properties. The following table details how the acquisition and disposition transactions affect each reporting period:
Transaction Portion of Operating Results Included For The Six Months Ended June 30,
Date 2026 2025
Sold Properties: (Total Portfolio)
Courtyard by Marriott - Amarillo, TX October 2025 None Full Period
Courtyard by Marriott - Kansas City, MO October 2025 None Full Period
Hilton Garden Inn - Longview, TX February 2026 Partial Period Full Period
Changes from the six months ended June 30, 2026 compared with the six months ended June 30, 2025 were due to the following:
•Revenues and RevPAR. Room revenues for our total portfolio for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 increased by $4.4 million as a result of a $9.3 million increase in same-store room revenues, partially offset by a $4.9 million decrease in room revenues due to the effect of the sale of the Sold Properties. The same-store increase was primarily driven by strong ADR performance across substantially all of our markets, in addition to incremental demand related to special events in certain markets such as the FIFA 2026 World Cup tournament, as well as ongoing performance improvement from the Courtyard Oceanside Fort Lauderdale Beach following the comprehensive renovation.
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Occupancy decreased by 1.4% and ADR increased by 4.9% for the total portfolio during the six months ended June 30, 2026, which resulted in a 3.4% increase in RevPAR. On a same-store basis, occupancy decreased 1.6% and we experienced a 4.4% increase in ADR during the six months ended June 30, 2026. This resulted in an increase in same-store RevPAR of 2.7% for the six months ended June 30, 2026. The increase in ADR was driven by improved performance in higher rated segments, notably the retail segment, and broad-based improvements in the corporate negotiated segment.
•Room Expenses. Room expenses for our total portfolio for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 increased by $0.4 million primarily due to a $1.5 million increase in same-store room expenses driven by increases in wages and employee benefits, which were partially offset by decreased utilization of contract labor. The same-store increase was partially offset by a $1.1 million decrease as a result of the sale of the Sold Properties.
•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues for the six months ended June 30, 2026 increased by $0.4 million due to an $0.8 million increase in same-store food and beverage revenues partially as a result of the completion of the renovation of the Courtyard Oceanside Fort Lauderdale Beach, and increased banquet and catering sales, partially offset by a $0.4 million decrease due to the sale of the Sold Properties. Total portfolio food and beverage expenses increased by $0.6 million, due to a $1.0 million increase in same-store food and beverage expenses primarily due to increases in labor and benefits and costs to support the increase in food and beverage revenues, partially offset by a $0.4 million decrease due to the sale of the Sold Properties.
•Other Revenues and Other Lodging Property Operating Expenses. Other lodging property operating revenues for our total portfolio during the six months ended June 30, 2026 increased by $1.9 million as a result of a $2.3 million increase in same-store other lodging property and operating revenues related to an increase in amenity and parking fees, partially offset by a $0.4 million decrease in other lodging property operating revenues as a result of the sale of the Sold Properties.
The $3.5 million increase in other lodging property operating expenses for the total portfolio for the six months ended June 30, 2026 was driven by a $5.7 million increase in same-store other lodging property operating expenses, partially offset by a $2.3 million decrease due to the sale of the Sold Properties. The same-store increase was driven by increased franchise royalty and related brand fees as well as increased credit card fees, which was commensurate with increases in revenues, and an increase in administrative and general expenses due to increases in wages and earned incentives as a result of improved performance.
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The following table includes other consolidated income and expenses for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 (dollars in thousands):
Six Months Ended June 30,
2026 2025 Dollar Change Percentage Change
Property taxes, insurance and other $ 27,455 $ 27,017 $ 438 1.6 %
Management fees 8,587 8,906 (319) (3.6) %
Depreciation and amortization 73,187 74,489 (1,302) (1.7) %
Corporate general and administrative 16,260 16,851 (591) (3.5) %
Interest expense 42,518 40,584 1,934 4.8 %
Other income, net 2,239 2,088 151 7.2 %
Income tax (benefit) expense (538) 1,932 (2,470) nm¹
¹ Not meaningful.
Changes from the six months ended June 30, 2026 compared with the six months ended June 30, 2025 were due to the following:
•Property Taxes, Insurance and Other. The $0.4 million increase in Property taxes, insurance and other during the six months ended June 30, 2026 is due to a $0.9 million increase in same-store property taxes, insurance and other, partially offset by a $0.5 million decrease as a result of the sale of the Sold Properties. The same-store increase is primarily due to an increase in property taxes as a result of higher cash refunds in the comparable prior year period due to successful appeals and increased property assessments in certain locations for the current period, partially offset by a decrease in insurance premiums due to favorable renewal rates in the current period for our property and casualty insurance.
•Management Fees. Management fees decreased by $0.3 million during the six months ended June 30, 2026 primarily due to certain property management transitions in 2025, which resulted in lower management fees during the six months ended June 30, 2026 and the effect of the sale of the Sold Properties.
•Depreciation and Amortization. Depreciation and amortization decreased by $1.3 million during the six months ended June 30, 2026 compared with the six months ended June 30, 2025 primarily due to the sale of the Sold Properties, partially offset by additional depreciation expense related to assets placed in service since the prior year period as a result of completed renovations.
•Corporate General and Administrative. Corporate general and administrative expenses decreased by $0.6 million during the six months ended June 30, 2026, primarily due to the $1.4 million reduction in stock-based compensation expense resulting from the reversal of previously recognized compensation cost upon the forfeiture of unvested stock awards following the departure of our former Chief Financial Officer, partially offset by a $0.5 million increase in corporate employee-related costs and a $0.2 million increase due to software implementation costs.
•Interest Expense. Interest expense increased by $1.9 million during the six months ended June 30, 2026 primarily due to the refinancing in February 2026 of the $287.5 million 1.5% Convertible Notes with the $275 million 2025 Delayed Draw Term Loan, which has a higher variable interest rate and an increase in amortization of debt issuance costs, offset by a decrease in variable interest rates and average outstanding debt balances during the current period.
•Other Income, net. Other income, net for the six months ended June 30, 2026 consists primarily of third-party tenant income of $1.4 million, the realization of $1.2 million of tax rebates related to the NCI Transaction and other miscellaneous items totaling $0.2 million, partially offset by a net casualty loss of $0.6 million.
Other income, net for the six months ended June 30, 2025 consists primarily of third-party tenant income of $1.6 million, the realization of $0.9 million of tax rebates related to the NCI Transaction and other miscellaneous items totaling $0.2 million, partially offset by a net casualty loss of $0.7 million.
•Income Tax Expense. The Company recorded $0.5 million in income tax benefit for the six months ended June 30, 2026, which represents a decrease of $2.5 million from the six months ended June 30, 2025. Income tax expense varies based on changes in our effective tax rate and variability in net income (loss).
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Non-GAAP Financial Measures
We disclose certain “non-GAAP financial measures,” which are measures of our historical financial performance. Non-GAAP financial measures are financial measures not prescribed by Generally Accepted Accounting Principles (“GAAP”). These measures are as follows: (i) Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”) and Adjusted EBITDAre, (ii) Funds From Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) (as described below). We caution investors that amounts presented in accordance with our definitions of non-GAAP financial measures may not be comparable to similar measures disclosed by other companies, since not all companies calculate these non-GAAP financial measures in the same manner. Our non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss) as a measure of our operating performance. Our non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, debt service obligations and other commitments and uncertainties. Although we believe that our non-GAAP financial measures can enhance the understanding of our financial condition and results of operations, these non-GAAP financial measures are not necessarily better indicators of any trend as compared to a comparable measure prescribed by GAAP such as net income (loss).
EBITDA, EBITDAre and Adjusted EBITDAre
EBITDA
EBITDA represents net income or loss, excluding: (i) interest, (ii) income tax expense and (iii) depreciation and amortization. We believe EBITDA is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions.
EBITDAre and Adjusted EBITDAre
EBITDAre is based on EBITDA and is expected to provide additional relevant information about REITs as real estate companies in support of growing interest among generalist investors. EBITDAre is intended to be a supplemental non-GAAP performance measure that is independent of a company’s capital structure and will provide a uniform basis to measure the enterprise value of a company compared to other REITs.
EBITDAre, as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is calculated as EBITDA, excluding: (i) loss and gains on disposition of property and (ii) asset impairments, if any. We believe EBITDAre is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.
We make additional adjustments to EBITDAre when evaluating our performance, such as adjustments related to the provision for credit losses, because we believe that the exclusion of certain additional non-recurring or certain non-cash items described below provides useful supplemental information to investors regarding our on-going operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.
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FFO and AFFO
As defined by the Nareit, FFO represents net income or loss (computed in accordance with GAAP), excluding preferred dividends, gains (or losses) from sales of real property, impairment losses on real estate assets, items classified by GAAP as extraordinary, the cumulative effect of changes in accounting principles, plus depreciation and amortization related to real estate assets, and adjustments for unconsolidated partnerships, and joint ventures. AFFO represents FFO excluding amortization of deferred financing costs, franchise fees, equity-based compensation expense, debt transaction costs, premiums on redemption of preferred shares, losses from net casualties, non-cash lease expense, non-cash interest income, and non-cash income tax related adjustments to our deferred tax assets. Unless otherwise indicated, we present FFO and AFFO applicable to our Common Stock and Common Units. We present FFO and AFFO because we consider FFO and AFFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO and AFFO when reporting their results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and AFFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and AFFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. Our computation of FFO differs slightly from the computation of Nareit-defined FFO related to the reporting of corporate depreciation and amortization expense, which is de minimis. Our computation of FFO may also differ from the methodology for calculating FFO used by other equity REITs and, accordingly, may not be comparable to such other REITs. FFO and AFFO should not be considered as alternatives to net income (loss) (computed in accordance with GAAP), as an indicator of our liquidity, nor are they indicative of funds available to meet our cash needs, including our ability to pay dividends or make distributions. Where indicated in this Quarterly Report on Form 10-Q, FFO is based on our computation of FFO and not the computation of Nareit-defined FFO unless otherwise noted.
EBITDA, EBITDAre and Adjusted EBITDAre
The following is an unaudited reconciliation of our Net income, determined in accordance with GAAP, to EBITDA, EBITDAre and Adjusted EBITDAre, (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income $ 9,735 $ 2,037 $ 3,822 $ 2,660
Depreciation and amortization 36,413 37,259 73,187 74,489
Interest expense 22,068 20,628 42,518 40,584
Interest income on cash deposits (177) (132) (295) (245)
Income tax (benefit) expense (1,430) 1,178 (538) 1,932
EBITDA 66,609 60,970 118,694 119,420
Loss on write-down of assets — — 3,641 —
(Gain) loss on disposal of assets and other dispositions, net (134) 80 (94) 79
EBITDAre 66,475 61,050 122,241 119,499
Amortization of key money liabilities (164) (129) (293) (258)
Equity-based compensation 1,426 2,789 3,427 4,705
Debt transaction costs 142 15 142 15
Non-cash lease expense, net 122 133 251 266
Casualty losses, net 294 430 622 724
Other 3 — 56 —
(Income) loss related to non-controlling interests in consolidated joint ventures (776) 769 (1,944) (514)
Adjustments related to non-controlling interests in consolidated joint ventures (12,688) (14,138) (25,476) (28,511)
Adjusted EBITDAre $ 54,834 $ 50,919 $ 99,026 $ 95,926
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Adjusted EBITDAre increased $3.9 million for the three months ended June 30, 2026 in comparison with the three months ended June 30, 2025. The increase is primarily due to improved operating performance, partially offset by the sale of the Sold Properties. Adjusted EBITDAre increased $3.1 million for the six months ended June 30, 2026 in comparison with the six months ended June 30, 2025. The increase is primarily due to improved operating performance in the second quarter of 2026, partially offset by the sale of the Sold Properties.
FFO and AFFO
The following is an unaudited reconciliation of our Net income, determined in accordance with GAAP, to FFO and AFFO (in thousands, except per share/unit amounts):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income $ 9,735 $ 2,037 $ 3,822 $ 2,660
Preferred dividends (3,968) (3,968) (7,938) (7,938)
Distributions to and accretion of redeemable non-controlling interests (657) (657) (1,314) (1,314)
(Income) loss related to non-controlling interests in consolidated joint ventures (776) 769 (1,944) (514)
Net income (loss) applicable to common shares and Common Units 4,334 (1,819) (7,374) (7,106)
Real estate-related depreciation 35,861 36,694 72,075 73,357
Loss on write-down of assets — — 3,641 —
(Gain) loss on disposal of assets and other dispositions, net (134) 80 (94) 79
FFO adjustments related to non-controlling interests in consolidated joint ventures (7,623) (8,069) (15,220) (16,248)
FFO applicable to common shares and Common Units 32,438 26,886 53,028 50,082
Amortization of deferred financing costs 1,919 1,677 3,916 3,350
Amortization of franchise fees 165 175 334 350
Amortization of intangible assets, net 224 262 486 524
Equity-based compensation 1,426 2,789 3,427 4,705
Debt transaction costs 142 15 142 15
Non-cash lease expense, net 122 133 251 266
Casualty losses, net 294 430 622 724
Deferred tax (benefit) expense (1,430) 843 (963) 1,168
Other 3 — 56 —
AFFO adjustments related to non-controlling interests in consolidated joint ventures (420) (503) (891) (1,118)
AFFO applicable to common shares and Common Units $ 34,883 $ 32,707 $ 60,408 $ 60,066
FFO per common share and Common Unit $ 0.27 $ 0.22 $ 0.44 $ 0.40
AFFO per common share and Common Unit $ 0.29 $ 0.27 $ 0.50 $ 0.49
Weighted-average diluted common shares and Common Units 121,154 123,125 121,511 123,742
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The following is an unaudited reconciliation of weighted-average diluted shares of Common Stock to non-GAAP weighted-average diluted shares of Common Shares and Common Units for FFO and AFFO (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Weighted average common shares outstanding - diluted 106,181 107,633 105,241 107,820
Adjusted for:
Non-GAAP adjustment for restricted stock awards (1) 1,964 2,483 3,261 2,393
Non-GAAP adjustment for dilutive effects of Common Units (2) 13,009 13,009 13,009 13,529
Non-GAAP weighted diluted shares of common stock and Common Units 121,154 123,125 121,511 123,742
(1) Adjustment reflects the difference between the total weighted-average unvested restricted time-based shares outstanding as of the reporting date and the weighted-average restricted time-based shares computed for diluted earnings per share under the treasury stock method, plus the difference between the estimated total weighted average unvested restricted performance-based shares expected to vest based on achievement of the performance measures as if the vesting date were the reporting date and the estimated weighted-average unvested restricted performance-based shares computed for diluted earnings per share under the treasury stock method.
(2) The Company includes the outstanding Common Units issued by our Operating Partnership held by limited partners other than the Company because the Common Units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one-for-one basis.
AFFO applicable to shares of common stock and Common Units increased by $2.2 million for the three months ended June 30, 2026 compared with the three months ended June 30, 2025. The increase is primarily due to improved operating performance, partially offset by increased interest expense due to the refinancing of the $287.5 million 1.5% Convertible Notes with the $275 million 2025 Delayed Draw Term Loan in February 2026 and the sale of the Sold Properties.
AFFO applicable to shares of common stock and Common Units increased by $0.3 million for the six months ended June 30, 2026 compared with the six months ended June 30, 2025. The increase is primarily due to improved operating performance in the second quarter of 2026, partially offset by increased interest expense due to the refinancing of the $287.5 million 1.5% Convertible Notes with the $275 million 2025 Delayed Draw Term Loan in February 2026 and the sale of the Sold Properties.
Liquidity and Capital Resources
Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash equity-based compensation), which are generally paid from operating cash flows, were $12.8 million and $12.1 million, for the six months ended June 30, 2026 and 2025, respectively. We generally expect our corporate overhead expenses to remain consistent with the level of our operating activities and market conditions for goods and services.
Our long-term cash obligations consist primarily of dividends and distributions, scheduled debt payments, including maturing loans, capital required for renovations and other non-recurring capital expenditures that periodically are made with respect to our lodging properties, and lease obligations.
Our sources of cash are primarily from operating cash flows, sales of lodging properties, principal and interest payments from borrowers on notes receivable, and debt financing including available balances on our revolving loans.
At June 30, 2026, we have scheduled debt principal payments in the next 12 months totaling $0.5 million. In February 2026 we drew upon our $275 million delayed draw term loan (the “2025 Delayed Draw Term Loan”) and $400 Million Revolver (defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) to repay the outstanding Convertible Notes at their maturity.
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We have obtained financing through debt instruments having staggered maturities and intend to continue to do so in the future. Our debt includes, and may include in the future, debt secured by equity pledges, debt secured by first priority mortgage liens on certain lodging properties and unsecured debt. Our outstanding indebtedness requires us to comply with various financial and other covenants. We believe that we will have adequate liquidity to meet the requirements for scheduled maturities and principal repayments. However, we can provide no assurance that we will be able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.
To satisfy the requirements for qualification as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute annually at least 90% of our REIT taxable income to our stockholders, determined without regard to the deduction for dividends paid and excluding any net capital gains. We intend to distribute a sufficient amount of our taxable income to maintain our status as a REIT and to avoid tax on undistributed income. Because we anticipate distributing a substantial amount of our available cash from operations, if sufficient funds are not available to us from lodging property dispositions, our senior revolving credit and term loan facilities and other loans, we may need to raise additional capital to grow our business.
From time to time, we may repurchase shares of our common stock pursuant to our 2025 Share Repurchase Program (see “Note 8 - Equity”). During the three and six months ended June 30, 2026, we repurchased 48,936 and 1,481,959 shares of our Common Stock, respectively, under the 2025 Share Repurchase Program for an aggregate purchase price and commissions of $0.2 million and $6.2 million, respectively, or an average of approximately $4.27 per share for repurchases during the three months ended June 30, 2026 and $4.17 per share for repurchases during the six months ended June 30, 2026. As of June 30, 2026, approximately $28.4 million remained available for repurchase under the 2025 Share Repurchase Program.
Outstanding Indebtedness
At June 30, 2026, we had $5 million in borrowings under our $400 Million Revolver, $200 million outstanding on our $200 Million Term Loan, no outstanding borrowings under our $50 Million Delayed Draw Term Loan, $275 million outstanding on our 2025 Delayed Draw Term Loan, and $200 million outstanding on our 2024 Term Loan (each of such credit facilities are defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements). Each of the credit facilities was supported by the 52 lodging properties included in the credit facility borrowing base.
In June 2026, the Company entered into a restated and amended Senior Credit Facility (the “Credit Facility Amendment”) to extend and replace the prior 2023 Senior Credit Facility (see “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements). The Credit Facility Amendment extends the maturity date of our prior $400 Million Revolver to June 2030. Under the Credit Facility Amendment, the Company also has the right to further extend the maturity date of the new $400 Million Revolver for up to two consecutive six-month periods, subject to certain conditions. The Credit Facility Amendment extends the maturity date of the $200 Million Term Loan to June 2031. Additionally, the Credit Facility Amendment provides for a $50 million delayed draw term loan (the “$50 Million Delayed Draw Term Loan”).
The interest rate on the $400 Million Revolver pursuant to the Credit Facility Amendment is based on the higher of the following:
i.the Secured Overnight Financing Rate (“SOFR”) or term SOFR plus a margin ranging from 140 basis points to 230 basis points, depending on the Company's leverage ratio (as defined in the loan documents), or
ii.an applicable base rate (which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 50 basis points, and 1-month term SOFR plus 100 basis points) (the “base rate”) plus a margin ranging from 40 basis points to 130 basis points, depending on the Company's leverage ratio (as defined in the loan documents).
The interest rate on the $200 Million Term Loan and the $50 Million Delayed Draw Term Loan, pursuant to the Credit Facility Amendment, is based on the higher of the following:
i.daily SOFR or term SOFR plus a margin ranging from 135 basis points to 225 basis points, depending on the Company's leverage ratio (as defined in the loan documents), or
ii.the base rate plus a margin ranging from 35 basis points to 125 basis points, depending on the Company's leverage ratio (as defined in the loan documents).
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At June 30, 2026, the GIC Joint Venture had $250 million outstanding under the GIC Joint Venture Credit Facility (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $125 million on its $125 Million Term Loan and $125 million on its $125 Million Revolver. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the equity interests in the subsidiaries that own the 15 lodging property borrowing base assets, and the related TRS entities which wholly own the TRS Lessees.
In May 2025, the Company closed on a $58 million mortgage loan (the “Brickell Mortgage Loan”) for our dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel in Miami, FL, with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the remaining $45.4 million balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June of 2025. In May 2026, the Brickell Mortgage Loan was amended to reduce the interest rate by 30 basis points from one-month term SOFR plus 260 to one-month term SOFR plus 230 basis points. The outstanding balance of the Brickell Mortgage Loan was $58 million at June 30, 2026.
In 2025, the Company closed on a $400 million senior unsecured term loan (the “2025 GIC Joint Venture Term Loan”) that refinanced and replaced the GIC Joint Venture Term Loan (as defined in “Note 5 - Debt” to the Condensed Consolidated Financial Statements). The 2025 GIC Joint Venture Term Loan has an initial maturity date of July 2028 and can be extended for two 12-month periods at the Company’s option, subject to certain conditions, for a fully extended maturity date of July 2030.
The GIC Joint Venture has a mortgage loan outstanding totaling $12.1 million related to the acquisition of the Embassy Suites in Tucson, AZ in December 2021 and a Property Assessed Clean Energy (“PACE”) loan totaling $5.5 million that was assumed as part of the NCI Transaction in the first quarter of 2022.
As a result of the Credit Facility Amendment, the 2025 GIC Joint Venture Term Loan financing and the 2025 Delayed Draw Term Loan financing, the Company has virtually no debt maturities until 2028 and has an average length to maturity of approximately 3.6 years.
At June 30, 2026, we and our GIC Joint Venture are in compliance with all of our loan agreements, and we believe we will be in compliance with these agreements for at least the next four quarters. For more information concerning our indebtedness, see “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements.
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A summary of our debt at June 30, 2026 is as follows (dollars in thousands):
Lender Interest Rate Initial Maturity Date Fully Extended Maturity Date Number of Encumbered Properties Principal Amount Outstanding
OPERATING PARTNERSHIP DEBT:
2026 Senior Credit Facility
Bank of America, NA
$400 Million Revolver (1) 5.59% Variable 6/29/2030 6/29/2031 n/a $ 5,000
$200 Million Term Loan (1) 5.54% Variable 6/29/2031 6/29/2031 n/a 200,000
$50 Million Delayed Draw Term Loan (1) 5.54% Variable 6/29/2031 6/29/2031 n/a —
Total Senior Credit Facility 205,000
Term Loans
Regions Bank 2024 Term Loan Facility (1) 5.74% Variable 2/26/2027 2/26/2029 n/a 200,000
2025 Delayed Draw Term Loan (1) 5.74% Variable 3/27/2028 3/27/2030 n/a 275,000
475,000
Total Operating Partnership Debt 680,000
JOINT VENTURE DEBT:
Brickell Joint Venture Mortgage Loan
Wells Fargo Bank, N.A. 5.92% Variable 5/15/2028 5/15/2030 2 58,000
GIC Joint Venture Credit Facility and Term Loans
Bank of America, N.A.
$125 Million Revolver (2) 5.79% Variable 9/15/2027 9/15/2028 n/a 125,000
$125 Million Term Loan (2) 5.74% Variable 9/15/2027 9/15/2028 n/a 125,000
Bank of America, N.A. 2025 Term Loan (3) 5.99% Variable 7/24/2028 7/24/2030 n/a 383,430
Wells Fargo 4.99% Fixed 6/6/2028 6/6/2028 1 12,110
PACE loan 6.10% Fixed 7/31/2040 7/31/2040 n/a 5,544
Total GIC Joint Venture Credit Facility and Term Loans 1 651,084
Total Joint Venture Debt 3 709,084
Total Debt 3 $ 1,389,084
(1) The 2026 Senior Credit Facility, the Regions Bank 2024 Term Loan Facility, and the 2025 Delayed Draw Term Loan are supported by a borrowing base of 52 unencumbered hotel properties and their affiliates.
(2) The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities that own 15 lodging properties and affiliated entities.
(3) The GIC Joint Venture Term Loan with Bank of America, N.A. is secured by pledges of the equity in the entities that own 23 lodging properties and two parking garages and their affiliates.
Capital Expenditures
During the six months ended June 30, 2026, we funded $23.6 million in capital expenditures on a consolidated basis. When taking into consideration only our pro rata portion related to our joint ventures, capital expenditures for the six months ended June 30, 2026 were $18.5 million. We anticipate spending approximately $55 million to $65 million on capital expenditures on a pro rata basis during 2026. We expect to fund these expenditures through a combination of cash flows from operations and borrowings on our $400 Million Revolver, or other potential sources of capital, to the extent available to us.
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Cash Flows
Unaudited cash flow information is as follows (in thousands):
Six Months Ended June 30,
2026 2025 Change
Net cash provided by operating activities $ 83,438 $ 74,686 $ 8,752
Net cash used in investing activities (13,019) (39,102) 26,083
Net cash used in financing activities (69,167) (35,718) (33,449)
Net change in cash, cash equivalents and restricted cash $ 1,252 $ (134) $ 1,386
Changes from the six months ended June 30, 2026 compared with the six months ended June 30, 2025 were due to the following:
•Net cash provided by operating activities. Cash flows from operating activities generally consist of the net cash generated by our lodging property operations, partially offset by the cash paid for interest, corporate expenses and other working capital changes. Cash provided by operating activities for the six months ended June 30, 2026 was the result of net income of $87.6 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by a net change in working capital of $4.2 million. Cash provided by operating activities for the six months ended June 30, 2025 was the result of net income of $86.9 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by a net change in working capital of $12.2 million. The net change in working capital each period can vary based on the timing and amounts incurred of working capital components and the timing of payments. The increase is primarily due to improved operating performance and changes in working capital, partially offset by increased interest expense due to the refinancing of the $287.5 million 1.5% Convertible Notes with the $275 million 2025 Delayed Draw Term Loan in February 2026 and the sale of the Sold Properties.
•Net cash used in investing activities. Cash used in investing activities for the six months ended June 30, 2026 was primarily due to $23.6 million of renovation expenditures and $1.4 million related to the purchase of a parcel of undeveloped land in Frisco, TX, partially offset by proceeds of $12.0 million related to the sale of the Hilton Garden Inn in Longview, TX in February 2026.
Cash used in investing activities for the six months ended June 30, 2025 was due to $40.2 million of renovation and development expenditures, partially offset by the net proceeds of $1.2 million related to the sale of an undeveloped parcel of land in San Antonio, TX in February 2025.
•Net cash used in financing activities. Cash used in financing activities for the six months ended June 30, 2026 was primarily related to the payment of dividends and distributions of approximately $39.0 million, the repayment of our Convertible Notes totaling $287.5 million from $275 million of borrowings on our 2025 Delayed Draw Term Loan and $12.5 million drawn on our $400 Million Revolver, $7.6 million of principal payments on debt, repurchases of our common stock of approximately $6.2 million, $8.0 million related to financing fees and costs, $0.9 million related to employee withholding requirements on vested restricted stock, and net repayments on our $400 Million Revolver of $7.5 million (excluding the $12.5 million borrowed for the repayment of the Convertible Notes).
Cash used in financing activities for the six months ended June 30, 2025 was primarily related to the payment of dividends and distributions of approximately $40.7 million, repurchases of our common stock of approximately $15.4 million, financing costs of approximately $5.4 million related to the 2025 Delayed Draw Term Loan, $1.6 million related to employee withholding requirements on vested restricted stock and scheduled principal payments on mortgage debt of $0.9 million, partially offset by net proceeds from the Brickell Mortgage Loan totaling $12.6 million, net proceeds on our line of credit of $15.0 million and joint venture contributions of $0.8 million.
Critical Accounting Policies
For critical accounting policies, see “Note 2 - Basis of Presentation and Significant Accounting Policies” to the accompanying Condensed Consolidated Financial Statements and our Annual Report on Form 10-K for the year ended December 31, 2025.
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Cybersecurity
Like many companies in the hospitality industry, including certain of the major brand and franchise companies, we and certain of our third-party managers and franchisors have in the past experienced cybersecurity breaches and we expect cyberattacks and incidents to continue in varying degrees. We are not aware of any material cybersecurity losses related to our corporate information technology environment or any of our properties but we cannot guarantee that material incidents will not occur in the future. Cybersecurity risks at our lodging properties are managed through our franchisors and property management companies. An important part of our cybersecurity risk mitigation efforts includes maintaining cybersecurity insurance and indemnifications in certain of our property management agreements. Our Board of Directors, primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.