DiamondRock Hospitality Co 10-Q for FY2026 Q3
DiamondRock Hospitality Co (DRH)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
DiamondRock Hospitality Co filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
DiamondRock Hospitality Company reported nine-month 2026 revenues of $874,053 thousand, up 3.3%, and Total RevPAR of $337.54, up 4.9%. It recognized a $31.4 million pre-tax gain from selling Courtyard New York Manhattan/Fifth Avenue on May 1, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $297.61M
- up 4.3% from $285.38M a year earlier
- Net income
- $33.32M
- up 47.9% from net income of $22.53M a year earlier
- Diluted EPS
- $0.16
- up 60.0% from $0.10 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
OR
For the transition period from _________ to _________
Commission File Number: 001-32514
(Exact Name of Registrant as Specified in Its Charter)
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||||||||
| | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(240 ) 744-1150
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||||||||
| 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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
The registrant had 204,656,688 shares of its $0.01 par value common stock outstanding as of November 3, 2026.
Table of Contents
INDEX
| Page No. | |||||
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
DIAMONDROCK HOSPITALITY COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | (Unaudited) | (Audited) | |||||||||
| Property and equipment, net | $ | $ | |||||||||
| Right-of-use assets | |||||||||||
| Restricted cash | |||||||||||
| Due from hotel managers | |||||||||||
| Prepaid and other assets | |||||||||||
| Cash and cash equivalents | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Debt, net of unamortized debt issuance costs | $ | $ | |||||||||
| Lease liabilities | |||||||||||
| Due to hotel managers | |||||||||||
| Deferred rent | |||||||||||
| Unfavorable contract liabilities, net | |||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Distributions declared and unpaid | |||||||||||
| Deferred income related to key money, net | |||||||||||
| Total liabilities | |||||||||||
| Equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Distributions in excess of earnings | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
-1
DIAMONDROCK HOSPITALITY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rooms | $ | $ | $ | $ | |||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Rooms | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Other departmental and support expenses | |||||||||||||||||||||||
| Management fees | |||||||||||||||||||||||
| Franchise fees | |||||||||||||||||||||||
| Other property-level expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Impairment losses | |||||||||||||||||||||||
| Corporate expenses | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest (income) and other (income) expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss (gain) on sale of hotel property, net | ( | ||||||||||||||||||||||
| Loss on debt extinguishment | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to the Company | |||||||||||||||||||||||
| Distributions to preferred stockholders | ( | ( | |||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Earnings per share available to common stockholders—basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share available to common stockholders—diluted | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
-2
DIAMONDROCK HOSPITALITY COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - (CONTINUED)
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Unrealized gain (loss) on interest rate derivative instruments | ( | ( | |||||||||||||||||||||
| Unrealized (loss) gain on Rabbi Trust assets | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to the Company | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
-3
DIAMONDROCK HOSPITALITY COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share and per share amounts)
(Unaudited)
| Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Earnings | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate derivative instruments | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on Rabbi Trust assets | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on common stock/units ($ | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares redeemed to satisfy withholdings on vested share-based compensation | ( | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Operating Partnership units | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate derivative instruments | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on Rabbi Trust assets | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on common stock/units ($ | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares redeemed to satisfy withholdings on vested share-based compensation | ( | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and retired | ( | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on interest rate derivative instruments | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on Rabbi Trust assets | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on common stock/units ($ | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares redeemed to satisfy withholdings on vested share-based compensation | ( | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Operating Partnership units | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
-4
| Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Earnings | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate derivative instruments | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on Rabbi Trust assets | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on common stock/units ($ | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on preferred stock ($ | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares redeemed to satisfy withholdings on vested share-based compensation | — | — | ( | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and retired | — | — | ( | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate derivative instruments | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on Rabbi Trust assets | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on common stock/units ($ | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on preferred stock ($ | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and retired | — | — | ( | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on interest rate derivative instruments | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on Rabbi Trust assets | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on common stock/units ($ | — | — | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Distributions on preferred stock ($ | — | — | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares redeemed to satisfy withholdings on vested share-based compensation | — | — | ( | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchased and retired | — | — | ( | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
-5
DIAMONDROCK HOSPITALITY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on sale of hotel property, net | ( | ||||||||||
| Loss on debt extinguishment | |||||||||||
| Non-cash lease expense and other amortization | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Impairment losses | |||||||||||
| Amortization of deferred income related to key money | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Due to/from hotel managers | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Net proceeds from sale of hotel property | |||||||||||
| Payment of ground lease extension | ( | ||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Mortgage debt principal payments | ( | ||||||||||
| Proceeds from senior unsecured term loan | |||||||||||
| Draws on senior unsecured credit facility | |||||||||||
| Repayments of senior unsecured credit facility | ( | ||||||||||
| Payment of financing costs | ( | ||||||||||
| Distributions on common stock and units | ( | ( | |||||||||
| Distributions on preferred stock | ( | ||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Shares redeemed to satisfy tax withholdings on vested share-based compensation | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash, cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
-6
DIAMONDROCK HOSPITALITY COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
(In thousands)
(Unaudited)
Supplemental Disclosure of Cash Flow Information:
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||||||||||||||||||||||||||
| Cash paid for income taxes, net | $ | $ | ||||||||||||||||||||||||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||||||||||||||||||||||||||
| Unpaid dividends and distributions declared | $ | $ | ||||||||||||||||||||||||||||||||||||
| Accrued capital expenditures | $ | $ | ||||||||||||||||||||||||||||||||||||
| Right-of-use asset upon lease commencement | $ | $ | ||||||||||||||||||||||||||||||||||||
| Lease liability upon lease commencement | $ | $ | ||||||||||||||||||||||||||||||||||||
| Redemption of Operating Partnership units for common stock | $ | $ | ||||||||||||||||||||||||||||||||||||
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the amount shown within the consolidated statements of cash flows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
-7
DIAMONDROCK HOSPITALITY COMPANY
Notes to the Consolidated Financial Statements
(Unaudited)
1. Organization
DiamondRock Hospitality Company (the “Company”, “we” or "our") is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. As of September 30, 2026, we owned 34 hotels with 9,400 guest rooms. Our portfolio is concentrated in major urban markets and destination resort locations. 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 and hotel brands, which are based on the revenues and profitability of the hotels. Each hotel is uniquely positioned to maximize the cash flow and value; accordingly, nearly 40 % of our portfolio is operated as an independent hotel and the remainder is operated under a brand owned by one of the leading global lodging brand companies.
We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and owned 99.7 % of the limited partnership units (“common OP units”) of our operating partnership as of September 30, 2026. The remaining 0.3 % of the common OP units are held by third parties and executive officers of the Company. See Note 8 for additional disclosures related to common OP units.
2.Summary of Significant Accounting Policies
Basis of Presentation
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2024-03 (“ASU 2024-03”), Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2024-03.
3. Property and Equipment
Property and equipment consists of the following (in thousands):
-8
| September 30, 2026 | December 31, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Land improvements | |||||||||||
| Buildings and site improvements | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Construction in progress | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
As of September 30, 2026 and December 31, 2025, we had accrued capital expenditures of $2.7 million and $2.5 million, respectively. During the three and nine months ended September 30, 2025, we recorded an impairment loss of $1.1 No
4. Hotel Dispositions
On May 1, 2026, we sold the Courtyard New York Manhattan/Fifth Avenue for $33.0 million. We received net proceeds of $29.9 million from the transaction, which included customary working capital and other closing adjustments. During the nine months ended September 30, 2026, we recognized a pre-tax gain on sale of $31.4 million.
5. Debt
The following table sets forth information regarding the Company’s debt (dollars in thousands):
| Principal Balance as of | ||||||||||||||||||||||||||
| Loan | Interest Rate | Maturity Date | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Term 1 Loan | SOFR + | January 2028 (2) | $ | $ | ||||||||||||||||||||||
| Term 3 Loan | SOFR + | January 2029 (2) | ||||||||||||||||||||||||
| Term 2 Loan | SOFR + | January 2030 | ||||||||||||||||||||||||
| Senior unsecured credit facility | SOFR + | January 2030 (2) | ||||||||||||||||||||||||
| Total debt | ||||||||||||||||||||||||||
Unamortized debt issuance costs (3) | ( | ( | ||||||||||||||||||||||||
| Debt, net of unamortized debt issuance costs | $ | $ | ||||||||||||||||||||||||
Weighted-Average Interest Rate (4) | ||||||||||||||||||||||||||
_____________________________
(1)As of September 30, 2026, the interest rate on the portion of variable-rate debt subject to interest rate swaps was 4.91 %, and the interest rate on the remaining variable-rate debt was 5.22 %.
(2)Maturity date may be extended for two six-month
(3)Excludes debt issuance costs related to the revolving credit facility, which are included within Prepaid and Other Assets on the accompanying consolidated balance sheets.
(4)Includes the effect of interest rate swaps. See Note 6 for additional disclosures on interest rate swaps.
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 Credit Facility to $1.8 billion upon the satisfaction of certain standard conditions. As of September 30, 2026, we had $400.0 million of borrowing capacity under the Revolving Credit Facility.
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Interest is paid on the periodic advances on the Revolving Credit Facility and amounts outstanding on the term loans at varying rates, based upon the Secured Overnight Financing Rate (“SOFR”), as defined in the Credit Facility, plus an applicable margin. The applicable margin is based upon our leverage ratio, as follows:
| Leverage Ratio | Applicable Margin for Revolving Loans | Applicable Margin for Term Loans | ||||||||||||
| Less than 30% | ||||||||||||||
| Greater than or equal to 30% but less than 35% | ||||||||||||||
| Greater than or equal to 35% but less than 40% | ||||||||||||||
| Greater than or equal to 40% but less than 45% | ||||||||||||||
| Greater than or equal to 45% but less than 50% | ||||||||||||||
| Greater than or equal to 50% but less than 55% | ||||||||||||||
| Greater than or equal to 55% | ||||||||||||||
| Actual at | |||||||||||
| Covenant | September 30, 2026 | ||||||||||
Maximum leverage ratio (1) | |||||||||||
Minimum fixed charge coverage ratio (2) | |||||||||||
| Secured recourse indebtedness | Less than | None | |||||||||
| Maximum unencumbered leverage ratio | |||||||||||
| Minimum unencumbered implied debt service coverage ratio | |||||||||||
_____________________________
(1)Leverage ratio is net indebtedness, as defined in the Credit Facility, divided by total asset value, defined in the Credit Facility as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate.
The components of the Company’s interest expense consist of the following (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Unsecured term loan interest | $ | $ | $ | $ | ||||||||||||||||||||||
| Mortgage debt interest | ||||||||||||||||||||||||||
| Credit facility fees | ||||||||||||||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||||||||||||
Finance lease expense (1) | $ | $ | ||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
_____________________________
6. Derivatives
We have the following derivatives (dollars in thousands):
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| Fair Value of Assets (Liabilities) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Hedged Debt | Type | Fixed Rate | Index | Effective Date | Maturity Date | Notional Amount | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | March 1, 2023 | January 1, 2028 | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | March 1, 2023 | January 1, 2027 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | October 1, 2024 | January 1, 2028 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | October 1, 2024 | January 1, 2028 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | January 2, 2025 | January 1, 2027 | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | January 2, 2025 | January 1, 2026 | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | January 2, 2026 | January 1, 2029 | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | January 4, 2027 | January 1, 2029 | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | June 25, 2026 | January 2, 2030 | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | June 25, 2026 | January 2, 2030 | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | August 12, 2026 | January 2, 2029 | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Unsecured term loans | Swap | % | SOFR | August 13, 2026 | January 2, 2029 | $ | ||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During the nine months ended September 30, 2026, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.
The table below details the location in the consolidated financial statements of the gains and losses recognized related to derivative financial instruments (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| Effect of derivative instruments | Location in Statements of Operations and Comprehensive Income | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||
| Gain (loss) recognized in other comprehensive income | Unrealized gain (loss) on interest rate derivative instruments | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Interest (income) for derivatives that were designated as cash flow hedges | Interest expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
During the next 12 months, we estimate that $4.1 million will be reclassified from other comprehensive income as a decrease to interest expense.
7. Fair Value Measurements
The fair value of certain financial assets and liabilities and other financial instruments is as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Carrying Amount (1) | Fair Value | Carrying Amount (1) | Fair Value | ||||||||||||||||||||
| Debt | $ | $ | $ | $ | |||||||||||||||||||
_____________________________
(1)The carrying amount of debt is net of unamortized debt issuance costs.
We have determined that the fair values of debt and interest rate swaps are classified as Level 2 measurements within the fair value hierarchy. We estimate the fair value of the interest rate swaps based on the interest rate yield curve and implied market volatility as inputs and adjusted for the counterparty’s credit risk. We concluded the inputs for the credit risk valuation adjustment are Level 3 inputs; however, these inputs are not significant to the fair value measurement in its entirety.
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8. Equity
Common Shares
We are authorized by our charter to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors.
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 nine months ended September 30, 2026.
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”). The 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 nine months ended September 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 nine months ended September 30, 2025, we repurchased 4,597,942 shares of common stock at an average price of $7.71 per share for a total purchase price of $35.5 million under our prior $200 million share repurchase program. As of November 3, 2026, we have $299.4 million of authorized capacity remaining under the Share Repurchase Program.
Preferred Shares
We are authorized by our charter to issue up to 10 million shares of preferred stock, $0.01 par value per share. Our board of directors is required to set for each class or series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption.
On December 31, 2025, we redeemed all 4,760,000 outstanding shares of our 8.250 % Series A Cumulative Redeemable Preferred Stock. As of September 30, 2026 and December 31, 2025, we had no preferred stock issued or outstanding.
Operating Partnership Units
In connection with our acquisition of Cavallo Point, The Lodge at the Golden Gate in December 2018, we issued 796,684 common OP units to third parties, otherwise unaffiliated with the Company, then valued at $11.76 per unit. Each common OP unit is redeemable at the option of the holder. Holders of common OP units have certain redemption rights, which enable them to cause our operating partnership to redeem their units in exchange for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one -for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. As of September 30, 2026, there were 421,244 common OP units still outstanding; the other 375,440 common OP units issued in connection with the acquisition have been converted to common stock.
Long-Term Incentive Partnership units (“LTIP units”), which are also referred to as profits interest units, may be issued to eligible participants under the 2024 Equity Incentive Plan for the performance of services to or for the benefit of our operating partnership. LTIP units are a class of partnership unit in our operating partnership and will receive, whether vested or not, the same per-unit distributions as the outstanding common OP units, which equal per-share dividends on shares of our common stock. Initially, LTIP units have a capital account balance of zero, do not receive an allocation of operating income (loss), and do not have full parity with common OP units with respect to liquidating distributions. If such parity is reached, vested LTIP units are converted into an equal number of common OP units, and thereafter will possess all of the rights and interests of common OP units, including the right to exchange the common OP units for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one -for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. See Note 9 for additional disclosures related to LTIP units.
There were 543,096 and 1,041,362 common OP units held by third parties and executive officers of the Company as of September 30, 2026 and December 31, 2025, respectively. During the nine months ended September 30, 2026, 544,975
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common OP units were redeemed and converted to common stock. There were 46,709 and 93,418 unvested LTIP units outstanding as of September 30, 2026 and December 31, 2025, respectively.
Dividends and Distributions
During 2026, we 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 | $ | ||||||||||||
| April 14, 2026 | March 31, 2026 | $ | ||||||||||||
| July 14, 2026 | June 30, 2026 | $ | ||||||||||||
| October 14, 2026 | September 30, 2026 | $ | ||||||||||||
9. Equity Incentive Plans
We are authorized to issue up to 7,900,000 shares of our common stock under our 2024 Equity Incentive Plan (the “2024 Plan”), of which we have issued or committed to issue 4,114,300 shares as of September 30, 2026. Shares underlying awards that are granted under the 2024 Plan that are forfeited, canceled, reacquired prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise), including shares tendered or held back upon settlement of an award, other than a stock option or stock appreciation right, to cover the tax withholding will be added back to the shares available for issuance under the 2024 Plan.
Restricted Stock Awards
Restricted stock awards issued to our officers and employees generally vest over a to five year period from the date of grant based on continued employment. We measure compensation expense for the restricted stock awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. A summary of our restricted stock awards from January 1, 2026 to September 30, 2026 is as follows:
| Number of Shares | Weighted- Average Grant Date Fair Value | ||||||||||
| Unvested balance at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Unvested balance at September 30, 2026 | $ | ||||||||||
The total unvested restricted stock awards as of September 30, 2026 are expected to vest as follows: 418,056 during 2027, 315,950 during 2028, and 153,727 during 2029. As of September 30, 2026, the unrecognized compensation cost related to restricted stock awards was $6.0 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 24 months. We recorded $0.9 million and $3.0 million of compensation expense related to restricted stock awards for the three and nine months ended September 30, 2026, respectively. We recorded $0.9 million and $2.3 million of compensation expense related to restricted stock awards for the three and nine months ended September 30, 2025, respectively.
Performance Stock Units
Performance stock units (“PSUs”) are restricted stock units that generally vest three years from the date of grant. Each executive officer is granted a target number of PSUs (the “PSU Target Award”). For PSUs granted in 2025 and 2026, the actual number of shares of common stock issued to each executive officer is based on the Company’s achievement of certain levels of total stockholder return relative to the total stockholder return of a peer group of publicly-traded lodging REITs measured over a three-year performance period. There is no payout of shares of our common stock if our total stockholder return falls below the 30 th percentile of the total stockholder returns of the peer group. The maximum number of shares of common stock issued to an executive officer is equal to 300 % of the PSU Target Award and is earned if our total stockholder return is equal to or
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greater than the 90 th percentile of the total stockholder returns of the peer group. There are limitations on the number of PSUs earned if the Company’s total stockholder return is negative for the performance period.
We measure compensation expense for the PSUs based upon the fair market value of the award at the grant date. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. The grant date fair value is determined using a Monte Carlo simulation performed by a third-party valuation firm. The determination of the grant-date fair values of our outstanding PSUs as of September 30, 2026 included the following assumptions:
| Award Grant Date | Volatility | Risk-Free Rate | Total Stockholder Return PSUs | Hotel Market Share PSUs (1) | ||||||||||||||||||||||
| August 9, 2022 | $ | $ | ||||||||||||||||||||||||
| May 7, 2024 | $ | $ | ||||||||||||||||||||||||
| March 3, 2025 | $ | N/A | ||||||||||||||||||||||||
| March 30, 2026 | $ | N/A | ||||||||||||||||||||||||
_____________________________
A summary of our PSUs from January 1, 2026 to September 30, 2026 is as follows:
| Number of Target Units | Weighted- Average Grant Date Fair Value | ||||||||||
| Unvested balance at January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Additional units from dividends | |||||||||||
Vested (1) | ( | ||||||||||
| Unvested balance at September 30, 2026 | $ | ||||||||||
_____________________________
(1)The number of shares of common stock earned for the PSUs vested in 2026 was equal to 102.21 % of the PSU Target Award.
The total unvested PSUs as of September 30, 2026 are expected to vest as follows: 443,584 during 2027, 650,774 during 2028, and 514,052 during 2029. The number of shares earned upon vesting is subject to the attainment of the performance targets described above. As of September 30, 2026, the unrecognized compensation cost related to the PSUs was $7.6 million and is expected to be recognized on a straight-line basis over a weighted average period of 23 months. We recorded $1.6 million and $3.4 million of compensation expense related to the PSUs for the three and nine months ended September 30, 2026, respectively. We recorded $0.9 million and $2.2 million of compensation expense related to the PSUs for the three and nine months ended September 30, 2025, respectively.
LTIP Units
LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while potentially allowing them a more favorable income tax treatment. Each year, executives have the option to elect to receive their annual grant of share-based compensation as either LTIP units or restricted stock awards. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under the 2016 Plan or 2024 Plan, as applicable. At the time of award, LTIP units do not have full economic parity with common OP units, but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules.
A summary of our LTIP units from January 1, 2026 to September 30, 2026 is as follows:
| Number of Units | Weighted- Average Grant Date Fair Value | ||||||||||
| Unvested balance at January 1, 2026 | $ | ||||||||||
Vested (1) | ( | ||||||||||
| Unvested balance at September 30, 2026 | $ | ||||||||||
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_____________________________
The remaining 46,709 unvested LTIP units as of September 30, 2026 are all expected to vest during 2027. As of September 30, 2026, the unrecognized compensation cost related to LTIP unit awards was $0.2 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 8 months. We recorded $0.1 0.3
Nonemployee Director Awards
We issue each nonemployee director either (i) fully vested, unrestricted shares of common stock or (ii) Deferred Stock Units (as defined in the 2024 Plan) granting a number of immediately vested but deferred stock units (together, the “nonemployee director awards”). We measure compensation expense for the nonemployee director awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized in the period the nonemployee director awards are granted and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income.
There were no
thus no 75,271 nonemployee director awards at a grant date fair value of $10.23 . We recorded $0.8 million and $0.9 million of compensation expense related to nonemployee director awards for the nine months ended September 30, 2026 and 2025, respectively.
10. Earnings Per Share
The following is a reconciliation of the calculation of basic and diluted earnings per share (“EPS”):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to common stockholders (in thousands) | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average number of common shares outstanding—basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Unvested restricted common stock | |||||||||||||||||||||||
| Shares related to unvested PSUs | |||||||||||||||||||||||
| Weighted-average number of common shares outstanding—diluted | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Earnings per share available to common stockholders—basic | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share available to common stockholders—diluted | $ | $ | $ | $ | |||||||||||||||||||
11. Segment Reporting
We have one reportable segment, which is hotel ownership. The hotel ownership segment is mostly comprised of upper upscale and luxury chain scale hotels that offer hotel rooms, food and beverage and other ancillary guest services. The Company’s chief operating decision maker (“CODM”) is the Executive Committee which includes: 1) the Chief Executive
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Officer, 2) the President and Chief Operating Officer, 3) the Executive Vice President, Chief Financial Officer & Treasurer, and 4) the Senior Vice President, General Counsel & Corporate Secretary.
The CODM evaluates the hotel ownership segment primarily based on hotel adjusted earnings (loss) before interest income and expense, taxes and depreciation and amortization (“Hotel Adjusted EBITDA”). The CODM uses Hotel Adjusted EBITDA to evaluate the ongoing operational performance of our hotels and effectiveness of the third-party management companies operating our business on a property-level basis, in order to make informed decisions on how to allocate resources. Hotel Adjusted EBITDA is also used to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation. Hotel Adjusted EBITDA, presented herein, is calculated as EBITDA from hotel operations, adjusted to exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus excluded from the CODM’s analysis in making day-to-day operating decisions:
▪Non-cash lease expense and other amortization
▪Cumulative effect of a change in accounting principles
▪Gains or losses from debt extinguishment
▪Hotel acquisition costs
▪Severance costs
▪Hotel manager transition items
▪Hotel pre-opening costs
▪Impairment losses, gains or losses on asset sales and casualty gains or losses; and
▪Other items that we believe are not representative of our current or future operating performance.
The following table presents revenues for our hotel ownership segment reconciled to our consolidated amounts and Hotel Adjusted EBITDA reconciled to consolidated net income (in thousands):
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Hotel ownership revenue | $ | $ | $ | $ | |||||||||||||||||||
| Total consolidated revenue | |||||||||||||||||||||||
| Significant expenses: | |||||||||||||||||||||||
| Rooms expense | |||||||||||||||||||||||
| Food and beverage expense | |||||||||||||||||||||||
| Other departmental and support expenses | |||||||||||||||||||||||
Management fees(2) | |||||||||||||||||||||||
| Franchise fees | |||||||||||||||||||||||
| Property taxes | |||||||||||||||||||||||
| Total significant expenses | |||||||||||||||||||||||
| Other segment expenses: | |||||||||||||||||||||||
Other hotel expenses(1) | |||||||||||||||||||||||
| Hotel Adjusted EBITDA: | |||||||||||||||||||||||
| Non-cash lease expense and other amortization | |||||||||||||||||||||||
| Hotel pre-opening and manager transition items | |||||||||||||||||||||||
| Loss on debt extinguishment | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Corporate expenses | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Impairment loss | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss (gain) on sale of hotel, net | ( | ||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Consolidated net income: | $ | $ | $ | $ | |||||||||||||||||||
_____________________________
(1)Other hotel expenses is principally comprised of cash payments for leases and property insurance.
The following table presents total assets for our hotel ownership segment, reconciled to total consolidated assets (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Hotel ownership | $ | $ | |||||||||
| All other | |||||||||||
| Total assets | $ | $ | |||||||||
12. Commitments and Contingencies
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Litigation
We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business regarding the operation of our hotels and other Company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations and comprehensive income. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties.
13. Subsequent Events
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, persistent inflation and related increased costs, 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 September 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.
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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 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”);
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•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 relative to forecast and prior periods, as well as against local market benchmarks, including competitive set performance and RevPAR Index trends. Room revenue comprised approximately 65% of our total revenues for the nine months ended September 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, persistent inflationary pressures, labor market conditions, elevated interest rates, increased borrowing costs, market volatility, and uncertainty regarding future monetary policy and capital market conditions. Travel demand remained strong through the first nine months 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 September 30, 2026.
Our Hotels
The following table sets forth certain operating information for the nine months ended September 30, 2026 for each of our hotels owned during the period.
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| Property | Location | Number of Rooms | Occupancy (%) | ADR ($) | RevPAR ($) | Total RevPAR ($) | % Change from 2025 Total RevPAR | |||||||||||||||||||||||||||||||||||||
| Chicago Marriott Downtown Magnificent Mile | Chicago, Illinois | 1,200 | 68.7 | % | $ | 265.42 | $ | 182.46 | $ | 298.24 | 6.8 | % | ||||||||||||||||||||||||||||||||
Westin Boston Seaport District | Boston, Massachusetts | 793 | 85.3 | % | 281.13 | 239.74 | 380.38 | 6.0 | % | |||||||||||||||||||||||||||||||||||
| Salt Lake City Marriott Downtown at City Creek | Salt Lake City, Utah | 510 | 73.1 | % | 211.38 | 154.57 | 213.64 | 6.2 | % | |||||||||||||||||||||||||||||||||||
| Worthington Renaissance Fort Worth Hotel | Fort Worth, Texas | 504 | 68.6 | % | 207.75 | 142.57 | 263.81 | (2.7) | % | |||||||||||||||||||||||||||||||||||
| Westin San Diego Bayview | San Diego, California | 436 | 80.8 | % | 233.86 | 189.05 | 256.51 | 2.4 | % | |||||||||||||||||||||||||||||||||||
| Westin Fort Lauderdale Beach Resort | Fort Lauderdale, Florida | 432 | 74.5 | % | 260.27 | 193.83 | 401.28 | (4.8) | % | |||||||||||||||||||||||||||||||||||
| The Dagny Boston | Boston, Massachusetts | 403 | 84.6 | % | 332.37 | 281.06 | 306.78 | 9.2 | % | |||||||||||||||||||||||||||||||||||
| The Hythe Vail | Vail, Colorado | 344 | 58.9 | % | 437.48 | 257.57 | 410.12 | (3.2) | % | |||||||||||||||||||||||||||||||||||
| Courtyard New York Manhattan/Midtown East | New York, New York | 321 | 83.7 | % | 346.35 | 289.87 | 298.3 | 0.4 | % | |||||||||||||||||||||||||||||||||||
| Atlanta Marriott Alpharetta | Atlanta, Georgia | 318 | 63.9 | % | 171.14 | 109.43 | 156.56 | (0.1) | % | |||||||||||||||||||||||||||||||||||
| The Gwen Hotel | Chicago, Illinois | 311 | 74.5 | % | 345.97 | 257.85 | 381.07 | 6.4 | % | |||||||||||||||||||||||||||||||||||
| Hilton Garden Inn New York/Times Square Central | New York, New York | 282 | 92.3 | % | 254.90 | 235.31 | 263.27 | 0.2 | % | |||||||||||||||||||||||||||||||||||
| Embassy Suites by Hilton Bethesda | Bethesda, Maryland | 272 | 69.4 | % | 174.42 | 121.02 | 140.99 | 4.6 | % | |||||||||||||||||||||||||||||||||||
| Henderson Beach Resort | Destin, Florida | 270 | 65.0 | % | 421.42 | 274.08 | 527.97 | 12.1 | % | |||||||||||||||||||||||||||||||||||
| AC Hotel Minneapolis Downtown | Minneapolis, Minnesota | 245 | 61.5 | % | 159.71 | 98.17 | 113.94 | 2.7 | % | |||||||||||||||||||||||||||||||||||
| Hotel Champlain Burlington | Burlington, Vermont | 252 | 67.9 | % | 221.62 | 150.51 | 217.31 | (5.7) | % | |||||||||||||||||||||||||||||||||||
| Hotel Palomar Phoenix | Phoenix, Arizona | 242 | 75.1 | % | 238.44 | 179.08 | 296.28 | 16.1 | % | |||||||||||||||||||||||||||||||||||
| Bourbon Orleans Hotel | New Orleans, Louisiana | 220 | 67.5 | % | 237.62 | 160.41 | 219.9 | 5.6 | % | |||||||||||||||||||||||||||||||||||
| Hotel Clio | Denver, Colorado | 199 | 78.9 | % | 335.79 | 265.00 | 427.49 | 1.9 | % | |||||||||||||||||||||||||||||||||||
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 | 67.9 | % | 713.83 | 484.79 | 832.57 | 38.1 | % | |||||||||||||||||||||||||||||||||||
| Margaritaville Beach House Key West | Key West, Florida | 186 | 84.0 | % | 386.10 | 324.50 | 438.57 | 1.0 | % | |||||||||||||||||||||||||||||||||||
The Lodge at Sonoma Resort | Sonoma, California | 182 | 72.1 | % | 428.69 | 309.01 | 485.37 | (0.1) | % | |||||||||||||||||||||||||||||||||||
| Courtyard Denver Downtown | Denver, Colorado | 177 | 81.0 | % | 221.05 | 179.05 | 202.62 | 5.7 | % | |||||||||||||||||||||||||||||||||||
| The Lindy Renaissance Charleston Hotel | Charleston, South Carolina | 167 | 89.6 | % | 347.40 | 311.10 | 403.33 | 2.7 | % | |||||||||||||||||||||||||||||||||||
| Kimpton Shorebreak Huntington Beach Resort | Huntington Beach, California | 157 | 82.3 | % | 323.06 | 265.98 | 379.93 | (0.5) | % | |||||||||||||||||||||||||||||||||||
| Cavallo Point, The Lodge at the Golden Gate | Sausalito, California | 142 | 71.8 | % | 608.85 | 437.19 | 1,117.48 | 24.1 | % | |||||||||||||||||||||||||||||||||||
| Chico Hot Springs Resort & Day Spa | Pray, Montana | 117 | 61.5 | % | 238.88 | 146.94 | 345.08 | (7.5) | % | |||||||||||||||||||||||||||||||||||
Havana Cabana Key West | Key West, Florida | 106 | 73.6 | % | 251.20 | 184.84 | 275.97 | (2.5) | % | |||||||||||||||||||||||||||||||||||
| Tranquility Bay Beachfront Resort | Marathon, Florida | 103 | 73.2 | % | 580.82 | 425.08 | 544.19 | (6.2) | % | |||||||||||||||||||||||||||||||||||
Hotel Emblem San Francisco | San Francisco, California | 96 | 77.4 | % | 225.20 | 174.31 | 209.62 | 32.4 | % | |||||||||||||||||||||||||||||||||||
| Kimpton Shorebreak Fort Lauderdale Beach Resort | Fort Lauderdale, Florida | 96 | 71.8 | % | 212.99 | 152.84 | 294.25 | 1.0 | % | |||||||||||||||||||||||||||||||||||
The Landing Lake Tahoe Resort & Spa | South Lake Tahoe, California | 82 | 65.6 | % | 456.65 | 299.37 | 529.5 | 3.4 | % | |||||||||||||||||||||||||||||||||||
| Lake Austin Spa Resort | Austin, Texas | 40 | 53.9 | % | 974.75 | 524.95 | 1,322.11 | (2.4) | % | |||||||||||||||||||||||||||||||||||
| Henderson Park Inn | Destin, Florida | 37 | 71.3 | % | 654.12 | 466.19 | 789.11 | 10.3 | % | |||||||||||||||||||||||||||||||||||
| TOTAL/WEIGHTED AVERAGE | 9,589 | 74.2 | % | $ | 295.01 | $ | 219.04 | $ | 337.54 | 4.9 | % | |||||||||||||||||||||||||||||||||
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(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.
Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025
The operating results are not directly comparable for the three months ended September 30, 2026 and 2025 due to the sale of Courtyard New York Manhattan/Fifth Avenue on May 1, 2026 (the “2026 Disposition”).
Revenue. Revenue consists of the following (dollars in thousands):
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| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Rooms | $ | 195,451 | $ | 189,088 | $ | 6,363 | 3.4 | % | |||||||||||||||
| Food and beverage | 72,169 | 67,415 | 4,754 | 7.1 | % | ||||||||||||||||||
| Other | 29,985 | 28,881 | 1,104 | 3.8 | % | ||||||||||||||||||
| Total revenues | $ | 297,605 | $ | 285,384 | $ | 12,221 | 4.3 | % | |||||||||||||||
Rooms revenues increased by $6.4 million from the three months ended September 30, 2025 to the three months ended September 30, 2026. Excluding a decrease of $5.6 million due to our 2026 Disposition, room revenues increased $11.9 million as a result of increases in both ADR and occupancy. The increase was primarily attributable to higher transient revenue, reflecting growth in both business and leisure demand, and to a lesser extent, an increase in group revenue. The most significant contributors to the increase were Chicago Marriott Downtown Magnificent Mile, L’Auberge de Sedona, and The Dagny Boston.
The following are key hotel operating statistics for the three months ended September 30, 2026 and 2025. The operating statistics for the three months ended September 30, 2025 reflect the comparable period in 2025 to our 2026 ownership period.
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Occupancy % | 77.8 | % | 75.8 | % | 2.0 | % | |||||||||||
| ADR | $ | 290.46 | $ | 279.91 | 3.8 | % | |||||||||||
| RevPAR | $ | 226.01 | $ | 212.06 | 6.6 | % | |||||||||||
| Total RevPAR | $ | 344.13 | $ | 323.24 | 6.5 | % | |||||||||||
Food and beverage revenues increased $4.8 million from the three months ended September 30, 2025 to the three months ended September 30, 2026, primarily due to growth in banquet and catering revenue, driven by increased group spending, and higher outlet revenue.
Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $1.1 million from the three months ended September 30, 2025 to the three months ended September 30, 2026, primarily due to an increase in resort fees.
Hotel operating expenses. Hotel operating expenses consist of the following (dollars in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Rooms | $ | 46,521 | $ | 46,529 | $ | (8) | 0.0 | % | |||||||||||||||
| Food and beverage | 48,998 | 47,181 | 1,817 | 3.9 | % | ||||||||||||||||||
| Other departmental and support expenses | 70,528 | 68,127 | 2,401 | 3.5 | % | ||||||||||||||||||
| Management fees | 7,921 | 7,096 | 825 | 11.6 | % | ||||||||||||||||||
| Franchise fees | 10,132 | 9,731 | 401 | 4.1 | % | ||||||||||||||||||
| Property taxes | 12,690 | 14,560 | (1,870) | (12.8) | % | ||||||||||||||||||
| Other property-level expenses | 10,231 | 10,407 | (176) | (1.7) | % | ||||||||||||||||||
| Total hotel operating expenses | $ | 207,021 | $ | 203,631 | $ | 3,390 | 1.7 | % | |||||||||||||||
Our hotel operating expenses increased $3.4 million from the three months ended September 30, 2025 to the three months ended September 30, 2026. Excluding a decrease of $4.1 million due to our 2026 Disposition, hotel operating expenses increased $7.5 million primarily due to higher labor and direct costs resulting from an increase in occupancy. These increases were partially offset by a benefit of $0.9 million from a prior year property tax appeal settlement recognized at the Worthington Renaissance Fort Worth Hotel during the three months ended September 30, 2026.
Depreciation and amortization. Our depreciation and amortization expense increased $0.2 million from the three months ended September 30, 2025 to the three months ended September 30, 2026, primarily due to the renovations and rebrandings that were completed in 2025 and in the first half of 2026.
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Impairment losses. During the three months ended September 30, 2025, we recorded an impairment loss of $1.1 million related to the write-off of construction in progress that was determined not to be recoverable. No impairment losses were recorded during the three months ended September 30, 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 $2.4 million from the three months ended September 30, 2025 to the three months ended September 30, 2026, primarily due to an increase in employee-related costs.
Interest expense. Our interest expense decreased $2.5 million from the three months ended September 30, 2025 to the three months ended September 30, 2026 and was comprised of the following (dollars in thousands):
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Unsecured term loan interest | $ | 13,887 | $ | 14,223 | $ | (336) | (2.4) | % | |||||||||||||||
| Mortgage debt interest | — | 1,414 | (1,414) | (100.0) | % | ||||||||||||||||||
| Credit facility fees | 279 | 504 | (225) | (44.6) | % | ||||||||||||||||||
| Amortization of debt issuance costs | 426 | 494 | (68) | (13.8) | % | ||||||||||||||||||
Finance lease expense(1) | 56 | 476 | (420) | (88.2) | % | ||||||||||||||||||
| $ | 14,648 | $ | 17,111 | $ | (2,463) | (14.4) | % | ||||||||||||||||
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(1)Represents interest expense related to the Courtyard New York Manhattan/Fifth Avenue ground lease, which was sold on May 1, 2026, and the L’Auberge de Sedona lease. Following a July 2026 extension of the lease term, the L’Auberge de Sedona lease was reclassified from an operating lease to a finance lease.
The decrease in interest expense was due to our mortgage debt repayments in 2025. In addition, finance lease expense decreased due to the sale of Courtyard New York Manhattan/Fifth Avenue in May 2026.
Interest (income) and other (income) expense. Interest income and other income decreased $1.0 million from the three months ended September 30, 2025 to the three months ended September 30, 2026, primarily due to a reduction in interest income resulting from a lower average cash balance during the 2026 period compared to the 2025 period.
Loss (gain) on sale of hotel property. During the three months ended September 30, 2026, we recognized a pre-tax loss of $0.2 million related to proration adjustments for the sale of the Courtyard New York Manhattan/Fifth Avenue. No loss on sale of hotel property was recorded for the three months ended September 30, 2025.
Loss on debt extinguishment. During the three months ended September 30, 2025, we recognized a loss on debt extinguishment of $5.9 million related to the refinancing of our Credit Facility in July 2025. No loss on debt extinguishment was recorded for the three months ended September 30, 2026.
Income taxes. Income taxes increased $3.6 million from the three months ended September 30, 2025 to the three months ended September 30, 2026, primarily due to higher federal and state taxable income generated by our TRSs.
Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025
The operating results are not directly comparable for the nine months ended September 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 2026 Disposition.
Revenue. Revenue consists of the following (dollars in thousands):
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| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Rooms | $ | 567,205 | $ | 550,443 | $ | 16,762 | 3.0 | % | |||||||||||||||
| Food and beverage | 220,115 | 213,084 | 7,031 | 3.3 | % | ||||||||||||||||||
| Other | 86,733 | 82,430 | 4,303 | 5.2 | % | ||||||||||||||||||
| Total revenues | $ | 874,053 | $ | 845,957 | $ | 28,096 | 3.3 | % | |||||||||||||||
Rooms revenues increased by $16.8 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026. Excluding the $11.7 million decrease attributable to our 2025 and 2026 Dispositions, room revenues increased $28.5 million driven by increases in both ADR and occupancy. The increase was primarily driven by higher transient demand across the business and leisure segments, as well as higher group revenue. The most significant contributors to the increase were L’Auberge de Sedona, Chicago Marriott Downtown Magnificent Mile, and Cavallo Point, The Lodge at the Golden Gate.
The following are key hotel operating statistics for the nine months ended September 30, 2026 and 2025. The operating statistics for the nine months ended September 30, 2025 reflect the comparable period in 2025 to our 2026 ownership period.
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| Occupancy % | 74.2 | % | 73.1 | % | 1.1 | % | |||||||||||
| ADR | $ | 295.01 | $ | 284.43 | 3.7 | % | |||||||||||
| RevPAR | $ | 219.04 | $ | 207.97 | 5.3 | % | |||||||||||
| Total RevPAR | $ | 337.54 | $ | 321.69 | 4.9 | % | |||||||||||
Food and beverage revenues increased $7.0 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026, primarily due to growth in outlet revenue and banquet and catering revenue, driven by increased group spend, offset by a decrease of $0.5 million due to our 2025 Disposition.
Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $4.3 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026, primarily due to an increase in resort fees and, to a lesser extent, higher attrition and cancellation fees, offset by a decrease of $0.4 million due to our 2025 and 2026 Dispositions.
Hotel operating expenses. Hotel operating expenses consist of the following (dollars in thousands):
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Rooms | $ | 135,826 | $ | 137,644 | $ | (1,818) | (1.3) | % | |||||||||||||||
| Food and beverage | 145,724 | 144,146 | 1,578 | 1.1 | % | ||||||||||||||||||
| Other departmental and support expenses | 207,310 | 202,132 | 5,178 | 2.6 | % | ||||||||||||||||||
| Management fees | 21,798 | 19,520 | 2,278 | 11.7 | % | ||||||||||||||||||
| Franchise fees | 29,936 | 28,782 | 1,154 | 4.0 | % | ||||||||||||||||||
| Property taxes | 34,553 | 45,504 | (10,951) | (24.1) | % | ||||||||||||||||||
| Other property-level expenses | 30,715 | 32,379 | (1,664) | (5.1) | % | ||||||||||||||||||
| Total hotel operating expenses | $ | 605,862 | $ | 610,107 | $ | (4,245) | (0.7) | % | |||||||||||||||
Our hotel operating expenses decreased $4.2 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026. Excluding a decrease of $9.4 million attributable to our 2025 and 2026 Dispositions, hotel operating expenses increased $5.2 million primarily due to higher departmental and support expenses associated with increased occupancy. These increases were partially offset by prior year 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. During the nine months ended September 30, 2026, we also recognized a benefit of $0.9 million from a prior year property tax appeal settlement at the Worthington Renaissance Fort Worth Hotel.
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Depreciation and amortization. Our depreciation and amortization expense increased $1.5 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026, primarily due to the renovations and rebrandings that were completed in 2025 and in the first half of 2026.
Impairment losses. During the nine months ended September 30, 2025, we recorded an impairment loss of $1.1 million related to the write-off of construction in progress that was determined not to be recoverable. No impairment losses were recorded during the nine months ended September 30, 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 $3.5 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026, primarily due to an increase in employee-related costs.
Interest expense. Our interest expense decreased $3.4 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026 and was comprised of the following (dollars in thousands):
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Unsecured term loan interest | $ | 41,036 | $ | 35,853 | $ | 5,183 | 14.5 | % | |||||||||||||||
| Mortgage debt interest | — | 7,205 | (7,205) | (100.0) | % | ||||||||||||||||||
| Credit facility fees | 782 | 1,124 | (342) | (30.4) | % | ||||||||||||||||||
| Amortization of debt issuance costs | 1,277 | 1,550 | (273) | (17.6) | % | ||||||||||||||||||
Finance lease expense(1) | 685 | 1,405 | (720) | (51.2) | % | ||||||||||||||||||
| $ | 43,780 | $ | 47,137 | $ | (3,357) | (7.1) | % | ||||||||||||||||
_____________________________
(1)Represents interest expense related to the Courtyard New York Manhattan/Fifth Avenue ground lease, which was sold on May 1, 2026, and the L’Auberge de Sedona lease. Following a July 2026 extension of the lease term, the L’Auberge de Sedona lease was reclassified from an operating lease to a finance lease.
The decrease in interest expense was due to our mortgage debt repayments in 2025, which were 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.
Interest (income) and other (income) expense. Interest income and other income decreased $0.7 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026, primarily due to a reduction in interest income resulting from a lower average cash balance during the 2026 period compared to the 2025 period, partially offset by the reversal of a previously recognized loss contingency accrual.
Loss (gain) on sale of hotel property. During the nine months ended September 30, 2026, we recognized a pre-tax gain of $31.4 million related to the sale of the Courtyard New York Manhattan/Fifth Avenue on May 1, 2026. No gain on sale of hotel property was recorded for the nine months ended September 30, 2025.
Loss on debt extinguishment. During the nine months ended September 30, 2025, we recognized a loss on debt extinguishment of $5.9 million related to the refinancing of our Credit Facility in July 2025. No loss on debt extinguishment was recorded for the nine months ended September 30, 2026.
Income taxes. Income taxes increased $5.2 million from the nine months ended September 30, 2025 to the nine months ended September 30, 2026, primarily due to higher federal and state taxable income generated by our TRSs and the impact of the release of the valuation allowance on our TRSs’ federal deferred tax asset in 2025, after which the use of federal net operating loss carryforwards no longer reduced income tax expense.
Liquidity and Capital Resources
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.
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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 service, debt maturities, ground lease payments, share repurchases, and 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 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 September 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 September 30, 2026, we had $1.1 billion of debt outstanding with a weighted average interest rate of 5.07%, which includes the effect of interest rate swaps, and a weighted average maturity date of approximately 2.8 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 nine months ended September 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 nine months ended September 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 nine months ended September 30, 2025, we repurchased 4,597,942 shares of common stock at an average price of $7.71 per share for a total purchase price of $35.5 million under our prior $200 million share repurchase program. As of November 3, 2026, we have $299.4 million of authorized capacity remaining under the Share Repurchase Program.
Short-Term Borrowings
We currently do not utilize short-term borrowings to meet liquidity requirements.
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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 Credit Facility to $1.8 billion upon the satisfaction of certain standard conditions. As of September 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 September 30, 2026, we had $140.0 million of unrestricted cash, $40.5 million of restricted cash and no outstanding borrowings on our Revolving Credit Facility.
Our net cash provided by operations was $174.3 million for the nine months ended September 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 $30.0 million for the nine months ended September 30, 2026, which consisted of $59.2 million of capital expenditures and $0.6 million of ground lease extension payments, 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 $67.0 million for the nine months ended September 30, 2026, which consisted of $62.2 million of distributions paid to holders of common stock and units, $3.0 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholding 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, acquisitions of hotel properties, capital expenditures, distributions to holders of our common stock and common OP units, 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.
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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 | |||||||||||
| October 14, 2026 | September 30, 2026 | $ | 0.11 | |||||||||||
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 reserve 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 reserve under the applicable management or franchise agreement. As of September 30, 2026, we have set aside $40.4 million for capital projects in property improvement reserves, which are included in restricted cash on our consolidated balance sheets.
We have invested $59.2 million on capital improvements during the nine months ended September 30, 2026. We currently expect to invest approximately $75.0 to $80.0 million on capital improvements at our hotels in 2026. Significant projects in 2026 include the following:
•Courtyard New York Manhattan/Midtown East: We completed a guestroom renovation during the first quarter of 2026.
•Henderson Park Inn: We completed a renovation of the guestrooms and bathrooms during the first quarter of 2026.
•Westin San Diego Bayview: We began a renovation of the hotel’s entrance, lobby, and lobby bar, during the third quarter of 2026 and expect to complete the project in the first quarter of 2027.
•Atlanta Marriott Alpharetta: We expect to begin a guestroom renovation during the fourth quarter of 2026 and expect to complete the project in the first quarter of 2027.
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
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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 our 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.
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•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.
The following table is a reconciliation of our U.S. GAAP net income to EBITDA, EBITDAre, Adjusted EBITDA and Hotel Adjusted EBITDA (in thousands):
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net income | $ | 33,409 | $ | 22,638 | $ | 138,700 | $ | 75,592 | |||||||||||||||||||||||||||
| Interest expense | 14,648 | 17,111 | 43,780 | 47,137 | |||||||||||||||||||||||||||||||
| Income tax expense | 4,097 | 469 | 5,823 | 618 | |||||||||||||||||||||||||||||||
| Real estate related depreciation and amortization | 28,530 | 28,340 | 85,911 | 84,388 | |||||||||||||||||||||||||||||||
| EBITDA | 80,684 | 68,558 | 274,214 | 207,735 | |||||||||||||||||||||||||||||||
| Impairment losses | — | 1,076 | — | 1,076 | |||||||||||||||||||||||||||||||
| Loss (gain) on sale of hotel property, net | 239 | — | (31,352) | — | |||||||||||||||||||||||||||||||
EBITDAre | 80,923 | 69,634 | 242,862 | 208,811 | |||||||||||||||||||||||||||||||
| Non-cash lease expense and other amortization | 1,331 | 1,279 | 3,906 | 3,862 | |||||||||||||||||||||||||||||||
Share-based compensation expense (1) | 2,569 | 2,035 | 7,702 | 5,591 | |||||||||||||||||||||||||||||||
| Hotel pre-opening costs | — | 135 | — | 479 | |||||||||||||||||||||||||||||||
| Terminated transaction costs | — | 151 | — | 1,058 | |||||||||||||||||||||||||||||||
| Loss on debt extinguishment | — | 5,850 | — | 5,850 | |||||||||||||||||||||||||||||||
Other (2) | — | — | (1,158) | — | |||||||||||||||||||||||||||||||
| Adjusted EBITDA | 84,823 | 79,084 | 253,312 | 225,651 | |||||||||||||||||||||||||||||||
| Corporate expenses | 8,117 | 6,365 | 20,899 | 18,368 | |||||||||||||||||||||||||||||||
| Interest (income) and other (income) expense, net | (1,253) | (2,281) | (2,645) | (3,827) | |||||||||||||||||||||||||||||||
| Hotel Adjusted EBITDA | $ | 91,687 | $ | 83,168 | $ | 271,566 | $ | 240,192 | |||||||||||||||||||||||||||
(1)For each of the three months ended September 30, 2026 and 2025, amounts include less than $0.1 million of non-cash income related to our deferred compensation plan. For the nine months ended September 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net income | $ | 33,409 | $ | 22,638 | $ | 138,700 | $ | 75,592 | |||||||||||||||||||||||||||
| Real estate related depreciation and amortization | 28,530 | 28,340 | 85,911 | 84,388 | |||||||||||||||||||||||||||||||
| Impairment losses | — | 1,076 | — | 1,076 | |||||||||||||||||||||||||||||||
| Loss (gain) on sale of hotel property, net | 239 | — | (31,352) | — | |||||||||||||||||||||||||||||||
| FFO | 62,178 | 52,054 | 193,259 | 161,056 | |||||||||||||||||||||||||||||||
| Distributions to preferred stockholders | — | (2,454) | — | (7,362) | |||||||||||||||||||||||||||||||
| FFO available to common stock and unit holders | 62,178 | 49,600 | 193,259 | 153,694 | |||||||||||||||||||||||||||||||
| Non-cash lease expense and other amortization | 1,335 | 1,472 | 4,162 | 4,417 | |||||||||||||||||||||||||||||||
Share-based compensation expense (1) | 2,569 | 2,035 | 7,702 | 5,591 | |||||||||||||||||||||||||||||||
| Terminated transaction costs | — | 151 | — | 1,058 | |||||||||||||||||||||||||||||||
| Loss on debt extinguishment | — | 5,850 | — | 5,850 | |||||||||||||||||||||||||||||||
| Hotel pre-opening costs | — | 135 | — | 479 | |||||||||||||||||||||||||||||||
Other (2) | — | — | (1,158) | — | |||||||||||||||||||||||||||||||
| Adjusted FFO available to common stock and unit holders | $ | 66,082 | $ | 59,243 | $ | 203,965 | $ | 171,089 | |||||||||||||||||||||||||||
(1)For each of the three months ended September 30, 2026 and 2025, amounts include less than $0.1 million of non-cash income related to our deferred compensation plan. For the nine months ended September 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.
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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 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. Inflationary pressures persist, 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 costs associated with 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.
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Item 3.Quantitative and Qualitative Disclosures about Market Risk
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business strategies, the primary market risk to which we are currently exposed and to which we expect to be exposed in the future is interest rate risk. The face amount of our outstanding debt as of September 30, 2026 was $1.1 billion, all of which had a variable interest rate. Our primary sensitivity in 2026 was to changes in one-month Secured Overnight Financing Rate (“SOFR”), as the interest rates on our variable-rate indebtedness were based on this benchmark rate. We use interest rate swaps in order to maintain what we believe to be an appropriate level of exposure to interest rate variability. As of September 30, 2026, the interest rate on $525 million of our variable-rate indebtedness had been effectively fixed through the use of interest rate swaps. In October 2025, we entered into an additional interest rate swap for a notional amount of $50 million, effective January 4, 2027, which will partially replace two maturing swaps. We receive one-month SOFR and pay a fixed rate for all of our interest rate swaps. If market interest rates on our unhedged variable rate debt fluctuate by 100 basis points, interest expense would increase or decrease, depending on rate movement, future earnings and cash flows, by $5.8 million annually.
Item 4.Controls and Procedures
The Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, and has concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to give reasonable assurances that information we disclose in reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the Company’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.Legal Proceedings
We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business regarding the operation of our hotels and other company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties.
Item 1A.Risk Factors
There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2025.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
(a)None.
(b)Not applicable.
(c)Issuer Purchases of Equity Securities
| Period | (a) Total Number of Shares Purchased (2) | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (1) | ||||||||||||||||||||||
| July 1 - July 31, 2026 | — | $ | — | — | $ | 299,425 | ||||||||||||||||||||
| August 1 - August 31, 2026 | — | $ | — | — | $ | 299,425 | ||||||||||||||||||||
| September 1 - September 30, 2026 | 2,692 | $ | 13.38 | — | $ | 299,425 | ||||||||||||||||||||
(1)Reflects the amount available under our share repurchase program, which was announced on April 30, 2026 and authorizes us to repurchase up to $300 million of common stock. The program will expire on May 1, 2028.
(2)Includes shares surrendered to the Company by employees for payment of tax withholding obligations in connection with the vesting of restricted and performance stock and issuance of deferred stock. These shares are not part of the Company’s share repurchase program.
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosures
Not applicable.
Item 5.Other Information
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K)
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Item 6.Exhibits
(a)Exhibits
The following exhibits are filed, or furnished as indicated, as part of this Form 10-Q:
| Exhibit | ||||||||
31.1* | Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act | |||||||
31.2* | Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act | |||||||
32.1** | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 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 (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | |||||||
| * Filed herewith | ||||||||
| ** Furnished herewith | ||||||||
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SIGNATURES
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, thereunto duly authorized.
| DiamondRock Hospitality Company | ||
| November 3, 2026 | ||
| /s/ Briony R. Quinn | ||
| Briony R. Quinn | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial Officer) | ||
| /s/ Stephen M. Spierto | ||
| Stephen M. Spierto | ||
| Senior Vice President, Chief Accounting Officer and Corporate Controller | ||
| (Principal Accounting Officer) | ||
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Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
I, Jeffrey J. Donnelly, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DiamondRock Hospitality Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2026
| /s/ Jeffrey J. Donnelly | |||||
| Jeffrey J. Donnelly | |||||
| Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
I, Briony R. Quinn, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of DiamondRock Hospitality Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2026
| /s/ Briony R. Quinn | |||||
| Briony R. Quinn | |||||
| Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||||
Exhibit 32.1
Certification
Pursuant to 18 U.S.C. Section 1350
The undersigned officers, who are the Chief Executive Officer and Chief Financial Officer of DiamondRock Hospitality Company (the “Company”), each hereby certifies to the best of his or her knowledge, that the Company’s Quarterly Report on Form 10-Q (the “Report”) to which this certification is attached, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Jeffrey J. Donnelly | /s/ Briony R. Quinn | |||||||
Jeffrey J. Donnelly | Briony R. Quinn | |||||||
| Chief Executive Officer | Executive Vice President, Chief Financial Officer and Treasurer | |||||||
| November 3, 2026 | November 3, 2026 | |||||||