drh-20251112

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

November 12, 2025

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

Maryland

001-32514

20-1180098

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

2 Bethesda Metro Center, Suite 1400

Bethesda, MD 20814

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code): (240) 744-1150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

DRH

New York Stock Exchange

8.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share

DRH Pr A

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 12, 2025, the board of directors of DiamondRock Hospitality Company (the “Company”) approved the transfer of the Company’s common stock, $0.01 par value per share (the “Common Stock”), from listing on the New York Stock Exchange (“NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”). The Company’s 8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, will continue to be listed on NYSE.

On November 13, 2025, the Company provided written notice to NYSE that the Company expects the Common Stock to voluntarily cease trading on NYSE and intends to transfer its Common Stock listing to Nasdaq to commence trading on December 1, 2025. The last day of trading of the Common Stock on NYSE is expected to be November 28, 2025. The Company’s Common Stock has been approved for listing on Nasdaq and will continue to trade under its current stock symbol “DRH”.

A copy of the press release issued by the Company announcing its listing transfer from NYSE to Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this report:

Exhibit No. Description

99.1 Press Release, dated November 1 3 , 2025

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DIAMONDROCK HOSPITALITY COMPANY

Dated: November 13, 2025

By:

/s/ Briony R. Quinn

Briony R. Quinn

Executive Vice President, Chief Financial Officer and Treasurer

COMPANY CONTACTS

Briony Quinn

Chief Financial Officer

(240) 744-1196

Dori Kesten

Capital Markets

(617) 835-8366

FOR IMMEDIATE RELEASE

DIAMONDROCK HOSPITALITY ANNOUNCES TRANSFER TO NASDAQ

Ticker to Remain DRH

BETHESDA, Maryland, November 13, 2025 – DiamondRock Hospitality Company (the “Company”) today announced it will voluntarily transfer the listing of its Class A Common Stock to Nasdaq from the New York Stock Exchange (“NYSE”). The Company expects its common stock to begin trading on the Nasdaq Global Select Market on December 1, 2025, under its existing “DRH” symbol.

“Through our partnership with Nasdaq, the Company and its shareholders will benefit from its cost-effective exchange listing platform, trading advisory services, and enhanced marketing opportunities, in support of our strategic objectives. We appreciate the NYSE’s partnership over the last 20 years,” said Jeffrey J. Donnelly, Chief Executive Officer.

“DiamondRock is a leader in premium accommodations across the United States, and we’re pleased to welcome them into the Nasdaq family. At Nasdaq, DiamondRock will benefit from our unparalleled trading platform and in-house corporate services and join a community of the most innovative companies in the world,” said Nelson Griggs, President of Nasdaq.

About the Company

DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that owns a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. The Company currently owns 36 premium quality hotels and resorts with approximately 9,600 rooms. The Company has strategically positioned its portfolio to be operated both under leading global brand families as well as independent boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company’s website at www.drhc.com.

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “forecast,” “plan” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: 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 the financial condition and results of operations of the Company and its hotels; negative developments or volatility in the economy, including, but not limited to elevated inflation and interest rates, job loss or growth trends, the imposition of trade sanctions or tariffs and any potential retaliatory responses thereto, an increase in unemployment or a decrease in corporate earnings and investment; risks associated with the lodging industry overall, including, without limitation, decreases in the

frequency of travel, decreases in the demand for, or frequency of, international travel as a result of evolving global trade dynamics or otherwise, and increases in operating costs; relationships with property managers; the ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in taxes and government regulations which influence or determine wages, prices, construction procedures and costs; and other risk factors contained in the Company’s filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.