Pebblebrook Hotel Trust 10-Q for FY2026 Q3
Pebblebrook Hotel Trust (PEB)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Pebblebrook Hotel Trust filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Pebblebrook Hotel Trust reported third-quarter operating results above its outlook, with same-property occupancy of 80.6%, ADR of 318.52 and RevPAR of 256.66; liquidity totaled $939.1 million as of September 30, 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
- $402.75M
- up 1.0% from $398.72M a year earlier
- Net loss
- $54.97M
- compared with a net loss of $33.07M a year earlier
- Diluted EPS
- -$0.56
- compared with -$0.37 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission File Number 001-34571
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
| (Registrant's telephone number, including area code) | |||||
| Securities registered pursuant to Section 12(b) of the 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 provided 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
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Class | Outstanding at October 23, 2026 | |||||||
| Common shares of beneficial interest ($0.01 par value per share) | ||||||||
Pebblebrook Hotel Trust TABLE OF CONTENTS | ||
| Page | ||||||||
| PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements. | |||||||
Consolidated Balance Sheets - September 30, 2026 (unaudited) and December 31, 2025 | ||||||||
Consolidated Statements of Operations and Comprehensive Income (unaudited) - Three and nine months ended September 30, 2026 and 2025 | ||||||||
Consolidated Statements of Equity (unaudited) - Three and nine months ended September 30, 2026 and 2025 | ||||||||
Consolidated Statements of Cash Flows (unaudited) - Nine months ended September 30, 2026 and 2025 | ||||||||
| Notes to the Consolidated Financial Statements (unaudited) | ||||||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. | |||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | |||||||
| Item 4. | Controls and Procedures. | |||||||
| PART II. OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings. | |||||||
| Item 1A. | Risk Factors. | |||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | |||||||
| Item 3. | Defaults Upon Senior Securities. | |||||||
| Item 4. | Mine Safety Disclosures. | |||||||
| Item 5. | Other Information. | |||||||
| Item 6. | Exhibits. | |||||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Pebblebrook Hotel Trust Consolidated Balance Sheets (in thousands, except share and per-share data) | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Investment in hotel properties, net | $ | $ | |||||||||
| Hotel held for sale | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
Hotel receivables (net of allowance for doubtful accounts of $ | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Debt, net | $ | $ | |||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Lease liabilities - operating leases | |||||||||||
| Deferred revenues | |||||||||||
| Accrued interest | |||||||||||
| Liabilities related to hotel held for sale | |||||||||||
| Distribution payable | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Shareholders' equity: | |||||||||||
Preferred shares of beneficial interest, $ | |||||||||||
Common shares of beneficial interest, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income (loss) | |||||||||||
| Distributions and retained deficit | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
3
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per-share data) | |||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Room | $ | $ | $ | $ | |||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Other operating | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Hotel operating expenses: | |||||||||||||||||||||||
| Room | |||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||
| Other direct and indirect | |||||||||||||||||||||||
| Total hotel operating expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Real estate taxes, personal property taxes, property insurance and ground rent | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Impairment | |||||||||||||||||||||||
| Business interruption insurance income and gain on insurance settlement | ( | ( | |||||||||||||||||||||
| Other operating expenses | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | |||||||||||||||||||||||
| Net income (loss) attributable to the Company | ( | ( | ( | ( | |||||||||||||||||||
| Distributions to preferred shareholders | ( | ( | ( | ( | |||||||||||||||||||
| Repurchase of preferred shares | |||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net income (loss) per share available to common shareholders, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average number of common shares, basic and diluted | |||||||||||||||||||||||
4
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (in thousands, except share and per-share data) | |||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Comprehensive Income: | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Change in fair value of derivative instruments | ( | ||||||||||||||||||||||
| Amounts reclassified from other comprehensive income | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income (loss) attributable to non-controlling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to the Company | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
5
Pebblebrook Hotel Trust Consolidated Statements of Equity (in thousands, except share data) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions and retained deficit | Total Shareholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred shares | ( | ( | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on common shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on preferred shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of non-controlling interest OP units | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivative instruments | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
6
Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions and retained deficit | Total Shareholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred shares | ( | ( | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on common shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on preferred shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of capped calls in connection with convertible senior notes | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivative instruments | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from other comprehensive income | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
7
Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the nine months ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions and retained deficit | Total Shareholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred shares | ( | ( | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for Board of Trustees compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on common shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on preferred shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of non-controlling interest OP units | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivative instruments | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
8
Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions and retained deficit | Total Shareholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred shares | ( | ( | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares, net of offering costs | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for Board of Trustees compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on common shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions on preferred shares/units | — | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of capped calls in connection with convertible senior notes | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of derivative instruments | — | — | — | — | ( | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amounts reclassified from other comprehensive income | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
9
Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (in thousands) | |||||||||||
| (Unaudited) | |||||||||||
| For the nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating activities: | |||||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision (benefit) for deferred income taxes | |||||||||||
| Share-based compensation | |||||||||||
| Gain on insurance settlement | ( | ||||||||||
| Amortization of deferred financing costs, non-cash interest and other amortization | |||||||||||
| Gain on extinguishment of debt | ( | ||||||||||
| Impairment | |||||||||||
| Non-cash ground rent | |||||||||||
| Other adjustments | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Hotel receivables | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable and accrued expenses | |||||||||||
| Deferred revenues | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Investing activities: | |||||||||||
| Improvements and additions to hotel properties | ( | ( | |||||||||
| Proceeds from sales of hotel properties | |||||||||||
| Property insurance proceeds | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Payment of deferred financing costs | ( | ( | |||||||||
| Proceeds from debt | |||||||||||
| Repayments of debt | ( | ( | |||||||||
| Purchases of capped calls for convertible senior notes | ( | ||||||||||
| Repurchases of common shares | ( | ( | |||||||||
| Repurchases of preferred shares | ( | ( | |||||||||
| Distributions — common shares/units | ( | ( | |||||||||
| Distributions — preferred shares/units | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents and restricted cash, beginning of year | |||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
10
PEBBLEBROOK HOTEL TRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization
Pebblebrook Hotel Trust (the "Company") is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major U.S. cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.
As of September 30, 2026, the Company owned interests in 43 hotels with a total of 10,937 guest rooms. The hotel properties are located in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Los Angeles, California (Beverly Hills, Santa Monica and West Hollywood); Naples, Florida; Newport, Rhode Island; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Stevenson, Washington; and Washington, D.C.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and/or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial policies, are accounted for under the equity method.
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, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management's best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.
11
Risks and Uncertainties
The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. Global events, as well as national and local events, may adversely impact travel trends and the operations of the Company's hotels. In addition, inflation and changing interest rates may impact the overall economy and the availability of debt, which may impact the Company's financial position. A decline in travel or a significant increase in costs may also adversely impact the Company's cash flow and ability to service debt or meet other financial obligations.
New Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments should be applied either retrospectively to all prior periods presented in the financial statements or prospectively after the adoption date. The Company is currently assessing the impact of adopting ASU 2024-03 on its consolidated financial statements and disclosures.
Induced Conversions of Convertible Debt Instruments
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. ASU 2024-04 is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The amendments should be applied either prospectively or retrospectively. The Company adopted ASU 2024-04 on January 1, 2026 on a prospective basis to any future settlements of convertible debt instruments.
Derivatives and Hedging
Note 3. Acquisition and Disposition of Hotel Properties
Acquisitions
The Company did not
Dispositions
The following table summarizes disposition transactions during 2026 and 2025 (in thousands):
| Hotel Property Name | Location | Sale Date | Sales Price | |||||||||||||||||
| Chamberlain West Hollywood Hotel | Los Angeles, CA | May 27, 2026 | $ | |||||||||||||||||
2026 Total | $ | |||||||||||||||||||
| Montrose at Beverly Hills | Los Angeles, CA | November 19, 2025 | $ | |||||||||||||||||
| The Westin Michigan Avenue Chicago | Chicago, IL | December 3, 2025 | ||||||||||||||||||
2025 Total | $ | |||||||||||||||||||
The Company received $26.1 million of the sales price of the Chamberlain West Hollywood Hotel in the form of 1,347,614 preferred shares and received $4.0 million of the sales price of the Montrose at Beverly Hills in the form of 208,447 preferred shares.
For the three and nine months ended September 30, 2026, the accompanying consolidated statements of operations and comprehensive income included operating (loss) of $(0.4 ) million and $(0.6 ) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold or held for sale.
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For the three and nine months ended September 30, 2025, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $2.7 million and $(0.6 ) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold or held for sale.
The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company's operations and financial results, and therefore, did not qualify as discontinued operations.
Held for Sale
As of September 30, 2026, the Company had entered into an agreement to sell The Hotel Zags for a sales price of $10.0 million. This hotel was classified as held for sale and, as a result, the Company classified all of the assets and liabilities related to this hotel as assets and liabilities held for sale in the accompanying consolidated balance sheets and ceased depreciating its assets. On October 8, 2026, the Company completed the sale of The Hotel Zags.
Note 4. Investment in Hotel Properties
Investment in hotel properties as of September 30, 2026 and December 31, 2025 consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Finance lease asset | |||||||||||
| Construction in progress | |||||||||||
| $ | $ | ||||||||||
| Investment in hotel properties | $ | $ | |||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Investment in hotel properties, net | $ | $ | |||||||||
Impairment
The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. The Company periodically adjusts its estimate of future operating cash flows and estimated hold periods for certain properties. As a result of this review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.
During the nine months ended September 30, 2026, the Company recognized an impairment loss of $86.1 million related to four hotel properties. During the nine months ended September 30, 2025, the Company recognized an impairment loss of $46.5 million related to three hotel properties. The impairment losses were a result of the properties' fair values being lower than their carrying values. The fair values were determined using Level 2 inputs under authoritative guidance for fair value measurements using updated expected hold periods and marketing efforts and negotiations for the sale of these properties.
Lease Assets and Lease Liabilities
The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7 % to 7.6 %. In addition, the term used includes any options to exercise extensions when it is reasonably certain the Company will exercise such option. See Note 11. Commitments and Contingencies for additional information about the ground leases.
The operating lease right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of September 30, 2026, the Company's lease liabilities consisted of operating lease liabilities of $335.7 million and finance lease liabilities of $45.0 million. As of December 31, 2025, the Company's lease liabilities consisted of operating lease liabilities of $333.1 million and finance lease liabilities of $44.6 million. The finance lease liabilities are included in on the Company's accompanying consolidated balance sheets.
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Note 5. Debt
The Company's debt consisted of the following as of September 30, 2026 and December 31, 2025 (dollars in thousands):
| Balance Outstanding as of | ||||||||||||||||||||||||||
Interest Rate at September 30, 2026 | Maturity Date | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Unsecured revolving credit facilities | ||||||||||||||||||||||||||
| Senior unsecured credit facility | (1)(2) | October 2028 | $ | $ | ||||||||||||||||||||||
| PHL unsecured credit facility | (1) | October 2028 | ||||||||||||||||||||||||
| Unsecured revolving credit facilities | $ | $ | ||||||||||||||||||||||||
| Unsecured term loans | ||||||||||||||||||||||||||
| Term Loan 2027 | (3) | October 2027 | ||||||||||||||||||||||||
| Term Loan 2028 | (1) | January 2028 | ||||||||||||||||||||||||
| Term Loan 2029 | (1) | January 2029 | ||||||||||||||||||||||||
| Term Loan 2031 | (1)(3) | February 2031 | ||||||||||||||||||||||||
| Unsecured term loans principal | $ | $ | ||||||||||||||||||||||||
| Convertible senior notes | ||||||||||||||||||||||||||
| Convertible Notes 2026 | (5) | December 2026 | ||||||||||||||||||||||||
| Convertible Notes 2030 | January 2030 | |||||||||||||||||||||||||
| Convertible senior notes principal | $ | $ | ||||||||||||||||||||||||
| Unsecured senior notes principal | October 2029 | $ | $ | |||||||||||||||||||||||
| Mortgage loans | ||||||||||||||||||||||||||
| Margaritaville Hollywood Beach Resort | (4) | September 2026 | ||||||||||||||||||||||||
| Estancia La Jolla Hotel & Spa | September 2028 | |||||||||||||||||||||||||
| Mortgage loans principal | $ | $ | ||||||||||||||||||||||||
| Total debt principal | $ | $ | ||||||||||||||||||||||||
| Unamortized debt premium and deferred financing costs, net | ( | ( | ||||||||||||||||||||||||
| Debt, net | $ | $ | ||||||||||||||||||||||||
______________________
(1) Borrowings bear interest at floating rates. Interest rate at September 30, 2026 gives effect to interest rate hedges.
(2) The Company has the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.
(3) In February 2026, the Company extended the maturity date of Term Loan 2027 to February 2031 (the extended loan is referred to as Term Loan 2031).
(4) In February 2026, the Company paid down the remaining loan balance.
(5) The Company intends to repay the Convertible Notes 2026 at maturity with cash on hand and borrowings under the delayed draw option of Term Loan 2031.
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Unsecured Credit Agreement
On October 13, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent and certain other agents and lenders ("Credit Agreement"). The Credit Agreement provides for a $650.0 million senior unsecured revolving credit facility and three unsecured term loan facilities. The Company may request additional lender commitments to increase the aggregate borrowing capacity under the Credit Agreement up to an additional $970.0 million.
On February 11, 2026, the Company amended its Credit Agreement to extend the $360.0 million Term Loan 2027 to mature in February 2031 and to provide for a delayed draw option for the Company to borrow an additional $90.0 million by December 15, 2026 (the extended loan is referred to as Term Loan 2031). The Credit Agreement was also amended to remove the SOFR adjustment from its senior unsecured revolving credit facility and all unsecured term loan facilities. Concurrently, the maturity date of the $48.0 million unextended portion of the senior unsecured revolving credit facility was extended to October 13, 2028.
Unsecured Revolving Credit Facilities
The $650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures in October 2028 and provides the Company the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee. All borrowings under this senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The margins for revolving credit facility loans range in amount from 1.45 % to 2.50 % for SOFR-based loans and 0.45 % to 1.50 % for Base Rate-based loans, depending on the Company's leverage ratio. As of September 30, 2026, the Company had no outstanding borrowings, $8.8 million of outstanding letters of credit and a borrowing capacity of $641.2 million remaining on the senior unsecured revolving credit facility. The Company is required to pay an unused commitment fee at an annual rate of 0.20 % or 0.30 % of the unused portion of the senior unsecured revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a maximum percentage of secured debt to total asset value.
Under the terms of the Credit Agreement, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the senior unsecured revolving facility. The Company pays a fee for outstanding standby letters of credit at a rate per annum equal to the applicable margin based upon the Company's leverage ratio. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $8.8 million and $7.9 million were outstanding as of September 30, 2026 and December 31, 2025, respectively.
As of September 30, 2026, the Company also has a $20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. On November 27, 2024, PHL amended the agreement governing the PHL Credit Facility to extend the maturity to October 2028. The PHL Credit Facility has substantially similar terms as the Company's senior unsecured revolving credit facility. Borrowings on the PHL Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility. As of September 30, 2026, the Company had no borrowings under the PHL Credit Facility and had $20.0 million borrowing capacity remaining available under the PHL Credit Facility.
As of September 30, 2026, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.
Unsecured Term Loan Facilities
The term loan facilities provided for in the Credit Agreement bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The margins for term loans range in amount from 1.40 % to 2.45 % for SOFR-based loans and 0.40 % to 1.45 % for Base Rate-based loans, depending on the Company's leverage ratio. The term loans are subject to the debt covenants in the Credit Agreement. As of September 30, 2026, the Company was in compliance with all debt covenants of its term loans.
The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities for further discussion on the interest rate swaps.
15
Convertible Senior Notes due 2026
The Company has $350.0 million aggregate principal amount of 1.75 % Convertible Senior Notes due December 2026 (the "Convertible Notes 2026") outstanding. The Convertible Notes 2026 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.75 % per annum, payable semi-annually in arrears on June 15th and December 15th of each year. As of September 30, 2026 and December 31, 2025, the Convertible Notes 2026 had $0.1 million and $0.4 million, respectively, of unamortized issuance costs outstanding.
Holders may convert any of their Convertible Notes 2026 into the Company's common shares of beneficial interest ("common shares") at the applicable conversion rate at any time at their election until two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes 2026, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. Upon conversion of the Convertible Notes 2026, the Company may choose to pay or deliver cash, common shares or a combination of cash and shares.
The Company may redeem for cash all or a portion of the Convertible Notes 2026, at its option, upon certain circumstances. The redemption price will be equal to 100 % of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2026 may be increased.
Convertible Senior Notes due 2030
The Company has $400.0 million aggregate principal amount of 1.625 % Convertible Senior Notes due January 2030 (the "Convertible Notes 2030") outstanding. The Convertible Notes 2030 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.625 % per annum, payable semi-annually in arrears on January 15th and July 15th of each year. As of September 30, 2026 and December 31, 2025, the Convertible Notes 2030 had $8.0 million and $9.8 million, respectively, of unamortized issuance costs outstanding.
Prior to July 15, 2029, the Convertible Notes 2030 are convertible upon certain circumstances. On and after July 15, 2029, holders may convert any of their Convertible Notes 2030 into the Company's common shares at the applicable conversion rate at any time at their election until two days prior to the maturity date. The initial conversion rate is 62.9129 common shares per $1,000 principal amount of Convertible Notes 2030, which represents an initial conversion price of approximately $15.89 per share. The conversion rate is subject to adjustment in certain circumstances. Upon conversion of the Convertible Notes 2030, the Company will settle the conversion by paying cash up to the aggregate principal amount of the Convertible Notes 2030 to be converted and cash, common shares or a combination of cash and common shares, at the Company's election, with respect to the remainder, if any, of the conversion obligation in excess of the aggregate principal amount. As of September 30, 2026, the Convertible Notes 2030 were not convertible.
Prior to July 20, 2028, the Company may not redeem the Convertible Notes 2030. Holders of the Convertible Notes 2030 may convert their notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2029 only under the following circumstances: (i) during any fiscal quarter (and only during such fiscal quarter), if the last reported sales price of the Company's common shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter, is greater than or equal to 130 % of the conversion price in effect on each trading day; (ii) during the five business day period after any five consecutive trading day period (the "Convertible Notes 2030 measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the Convertible Notes 2030 measurement period was less than 98 % of the product of the last reported sales price of the Company's common shares and the conversion rate on each such trading day; (iii) if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding July 15, 2029; or (iv) upon the occurrence of specified corporate events. On or after July 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. The redemption price will be equal to 100 % of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2030 may be increased.
16
Capped Call Transactions in Connection with the Convertible Senior Notes
In connection with the issuances of the Convertible Notes 2026 and the Convertible Notes 2030, the Company entered into privately negotiated capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the applicable convertible notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted applicable convertible notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the capped call transactions is $33.0225 per share for the Convertible Notes 2026 and $20.23 per share for the Convertible Notes 2030. Premiums paid for the capped call transactions were included as a net reduction to additional paid-in capital in the Company's accompanying consolidated balance sheets. The Company is exposed to credit risk in the event of non-performance by the counterparties to the capped call agreements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
Unsecured Senior Notes
On October 3, 2024, the Company issued $400.0 million aggregate principal amount of its 6.375 % senior notes due October 15, 2029 (the "Senior Notes 2029"). The indenture governing the Senior Notes 2029 contains covenants that are customary for similar securities and require the Company to maintain total unencumbered assets as of the end of each fiscal quarter of not less than 150 % of total unsecured indebtedness calculated on a consolidated basis. As of September 30, 2026, the Company was in compliance with all such covenants.
Mortgage Loans
On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07 %. The loan matures on September 1, 2028.
On September 7, 2023, the Company entered into a $140.0 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort. In February 2026, the Company paid down the remaining $40.0 million of the loan.
The Company's mortgage loan associated with Estancia is non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loan contains customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of the lender. The property is not in a cash trap, and no event of default has occurred under the loan documents.
Interest Expense
The components of the Company's interest expense consisted of the following for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Unsecured revolving credit facilities | $ | $ | $ | $ | |||||||||||||||||||
| Unsecured term loans | |||||||||||||||||||||||
| Convertible senior notes | |||||||||||||||||||||||
Unsecured senior notes | |||||||||||||||||||||||
| Mortgage loans | |||||||||||||||||||||||
| Amortization of debt (premium) and deferred financing costs, and (gain) loss on debt extinguishment | ( | ( | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total interest expense | $ | $ | $ | $ | |||||||||||||||||||
Fair Value
The Company estimates the fair value of its fixed rate mortgage loan and unsecured senior notes by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms, and is classified within Level 2 of the fair value hierarchy. The Company estimates the fair value of its fixed rate convertible senior notes using public market prices and is classified within Level 1 of the fair value hierarchy. The estimated fair value of the Company's fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of September 30, 2026 and December 31, 2025 was $1.3 billion and $1.2 billion, respectively. The fair value of the Company's variable rate debt approximates its carrying value.
17
Future Minimum Principal Payments
As of September 30, 2026, the future minimum principal payments for the Company's debt are as follows (in thousands):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total debt principal payments | $ | ||||
| Unamortized debt premium and deferred financing costs, net | ( | ||||
| Debt, net | $ | ||||
Derivative and Hedging Activities
The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are designated as cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The Company's interest rate swaps at September 30, 2026 and December 31, 2025 consisted of the following, by maturity date (dollars in thousands):
| Aggregate Notional Value as of | ||||||||||||||||||||||||||
| Hedge Type | Interest Rate Range (SOFR) | Maturity | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Swap-cash flow | October 2026 | $ | $ | |||||||||||||||||||||||
| Swap-cash flow | October 2027 | |||||||||||||||||||||||||
| Swap-cash flow | November 2027 | |||||||||||||||||||||||||
| Swap-cash flow | March 2028 | |||||||||||||||||||||||||
| Swap-cash flow | May 2028 | |||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
18
Note 6. Revenue
The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| San Diego, CA | $ | $ | $ | $ | |||||||||||||||||||
| Boston, MA | |||||||||||||||||||||||
| Southern Florida/Georgia | |||||||||||||||||||||||
| Los Angeles, CA | |||||||||||||||||||||||
| San Francisco, CA | |||||||||||||||||||||||
| Portland, OR | |||||||||||||||||||||||
| Washington, D.C. | |||||||||||||||||||||||
Other(1) | |||||||||||||||||||||||
| Total Revenues | $ | $ | $ | $ | |||||||||||||||||||
______________________
(1) Other includes Chicago, IL, Newport, RI and Santa Cruz, CA.
Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts (other than membership contracts) and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months. Membership deposits, which are received pursuant to membership contracts, are recognized as revenue over the expected life of the membership.
Note 7. Equity
Common Shares
The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.
Common Share Repurchase Program
On October 21, 2025, the Company's Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares.
During the nine months ended September 30, 2026, the Company repurchased 2,095,747 common shares for an aggregate purchase price of $33.7 million, or an average of approximately $16.10 per share. As of September 30, 2026, $116.3 million of common shares remained available for repurchase under this program.
Common Dividends
The Company declared the following dividends on common shares/units for the nine months ended September 30, 2026:
| Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | |||||||||||||||||
| $ | March 31, 2026 | March 31, 2026 | April 15, 2026 | |||||||||||||||||
| $ | June 30, 2026 | June 30, 2026 | July 15, 2026 | |||||||||||||||||
| $ | September 30, 2026 | September 30, 2026 | October 15, 2026 | |||||||||||||||||
Preferred Shares
The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share ("preferred shares").
19
The following preferred shares were outstanding as of September 30, 2026 and December 31, 2025:
| Security Type | September 30, 2026 | December 31, 2025 | |||||||||
The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the "Preferred Shares") rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Preferred Shares at any time. The Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 120 25.00 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.
Preferred Share Repurchase Programs
On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of the Preferred Shares (the "2023 Preferred Share Repurchase Program"). Under the terms of the program, the Company may repurchase up to an aggregate of $100.0 million of its 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.
On July 24, 2026, the Company's Board of Trustees authorized a new share repurchase program of up to $50.0 million of Preferred Shares (the "2026 Preferred Share Repurchase Program"), which will commence upon the completion of the 2023 Preferred Share Repurchase Program. Under the 2026 Preferred Share Repurchase Program, the Company may repurchase up to an aggregate of $50.0 million of its 6.375 % Series E Cumulative Redeemable Preferred Shares, 6.30 % Series F Cumulative Redeemable Preferred Shares, 6.375 % Series G Cumulative Redeemable Preferred Shares and 5.70 % Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.
During the nine months ended September 30, 2026, the Company repurchased and retired 1,863,102 Preferred Shares for an aggregate purchase price of $35.8 million, or an average of approximately $19.23 per share under the 2023 Preferred Share Repurchase Program. This includes 1,347,614 Preferred Shares received as partial consideration for the sale of Chamberlain West Hollywood Hotel and 515,488 Preferred Shares repurchased in the market. As of September 30, 2026, $38.3 million remained available for repurchase of Preferred Shares under the 2023 Preferred Share Repurchase Program.
The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The programs do not require the Company to repurchase any specific number of Preferred Shares. The programs do not have an expiration date and may be suspended, modified or discontinued at any time.
20
Preferred Dividends
The Company declared the following dividends on preferred shares for the nine months ended September 30, 2026:
| Security Type | Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | ||||||||||||||||||||||
| $ | March 31, 2026 | March 31, 2026 | April 15, 2026 | |||||||||||||||||||||||
| $ | June 30, 2026 | June 30, 2026 | July 15, 2026 | |||||||||||||||||||||||
| $ | September 30, 2026 | September 30, 2026 | October 15, 2026 | |||||||||||||||||||||||
| $ | March 31, 2026 | March 31, 2026 | April 15, 2026 | |||||||||||||||||||||||
| $ | June 30, 2026 | June 30, 2026 | July 15, 2026 | |||||||||||||||||||||||
| $ | September 30, 2026 | September 30, 2026 | October 15, 2026 | |||||||||||||||||||||||
| $ | March 31, 2026 | March 31, 2026 | April 15, 2026 | |||||||||||||||||||||||
| $ | June 30, 2026 | June 30, 2026 | July 15, 2026 | |||||||||||||||||||||||
| $ | September 30, 2026 | September 30, 2026 | October 15, 2026 | |||||||||||||||||||||||
| $ | March 31, 2026 | March 31, 2026 | April 15, 2026 | |||||||||||||||||||||||
| $ | June 30, 2026 | June 30, 2026 | July 15, 2026 | |||||||||||||||||||||||
| $ | September 30, 2026 | September 30, 2026 | October 15, 2026 | |||||||||||||||||||||||
Non-controlling Interest of Common Units in Operating Partnership
Holders of Operating Partnership common units ("OP units") have certain redemption rights that enable OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company's option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one -for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.
On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units. In July 2026, these OP units were redeemed for cash. As of September 30, 2026 and December 31, 2025, the Operating Partnership had zero and 16,291 OP units, respectively, held by third parties.
As of September 30, 2026, the Operating Partnership also had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.
On February 7, 2025, the Board of Trustees granted time-vesting restricted awards of 159,594 LTIP Class B units to executive officers.
On February 5, 2026, the Board of Trustees granted time-vesting restricted awards of 183,587 LTIP Class B units to executive officers.
As of September 30, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested. As of December 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described above.
Non-controlling Interest of Preferred Units in Operating Partnership
On May 11, 2022, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0 % Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units"). The Series Z Preferred Units rank senior to the OP units and on parity with the Operating Partnership's Series E, Series F, Series G and Series H Preferred Units. Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0 % of the liquidation preference value of $25.00 per share. Holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company's election, cash or a like number of Preferred Shares of a series selected by the redeeming holder.
21
Note 8. Share-Based Compensation Plan
Available Shares
The Company maintains the 2009 Equity Incentive Plan (as amended and restated effective May 23, 2025, the "Plan") to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over to five years . The Company pays or accrues for dividends on share-based awards. All outstanding share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements.
As of September 30, 2026, there were 3,463,261 common shares available for issuance under the Plan.
Service Condition Share Awards
From time to time, the Company awards restricted common shares under the Plan to officers, employees and new members of the Board of Trustees. These shares generally vest over to five years based on continued service or employment. The following table provides a summary of service condition restricted share activity for the nine months ended September 30, 2026:
| Shares | Weighted-Average Grant Date Fair Value | ||||||||||
Unvested at December 31, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
Unvested at September 30, 2026 | $ | ||||||||||
For the three and nine months ended September 30, 2026, the Company recognized approximately $0.6 million and $1.7 million, respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.
For the three and nine months ended September 30, 2025, the Company recognized approximately $0.9 million and $2.4 million, respectively, of share-based compensation expense related to these awards as presented in the accompanying consolidated statements of operations and comprehensive income.
Performance-Based Equity Awards
On February 5, 2026, the Board of Trustees approved a target award of 393,872 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2029. The actual number of common shares that ultimately vest will be from 0 % to 200 % of the target award and will be determined in 2029 based on the performance criteria set forth in the award agreements for the period of performance from January 1, 2026 through December 31, 2028.
For the three and nine months ended September 30, 2026, the Company recognized approximately $1.4 million and $4.1 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.
For the three and nine months ended September 30, 2025, the Company recognized approximately $1.5 million and $4.3 million, respectively, of share-based compensation expense related to these performance-based equity awards as presented in the accompanying consolidated statements of operations and comprehensive income.
Long-Term Incentive Partnership Units
As of September 30, 2026, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.
On February 5, 2026, the Board of Trustees granted 183,587 LTIP Class B units to executive officers. These LTIP units will vest ratably on January 1, 2027, 2028 and 2029, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company's common shares on the grant date of $11.89 per unit with an aggregate grant date fair value of $2.2 million.
As of September 30, 2026, the Operating Partnership had 1,338,018 LTIP units outstanding, of which 1,002,586 LTIP units have vested. As of December 31, 2025, the Operating Partnership had 1,154,431 LTIP units outstanding, of which 710,156 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described in Note 7. Equity.
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For the three and nine months ended September 30, 2026, the Company recognized approximately $0.6 million and $1.6 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company's accompanying consolidated balance sheets.
For the three and nine months ended September 30, 2025, the Company recognized approximately $1.2 million and $3.6 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company's accompanying consolidated balance sheets.
Note 9. Income Taxes
As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. However, as a REIT, the Company is still subject to certain state and local taxes on its revenues, income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income of TRSs, including our TRS lessees, is subject to federal, state and local income taxes. A valuation allowance on deferred tax assets is recorded when the Company has determined it more likely than not that future results will not generate sufficient taxable income to realize the deferred tax assets for each jurisdiction.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. Due to the net operating loss carryforward, tax years 2020 through 2025 remain open to examination by the major taxing jurisdictions to which the Company is subject.
Note 10. Earnings (Loss) Per Share
The following is a reconciliation of basic and diluted earnings (loss) per common share (in thousands, except share and per-share data):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Less: Dividends paid on unvested share-based compensation | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) available to common shareholders — basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average number of common shares — basic and diluted | |||||||||||||||||||||||
| Net income (loss) per share available to common shareholders — basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
For the three and nine months ended September 30, 2026, 1,453,904 1,391,462
For the three and nine months ended September 30, 2026, 13,739,215 3,496,688 13,739,215
23
Note 11. Commitments and Contingencies
Hotel Management Agreements
The Company's hotel properties are operated pursuant to management agreements with various management companies. The remaining terms of these management agreements are up to eight years , not including renewals, and up to 26 years, including renewals. The majority of the Company's management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to two times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company's management agreements are non-terminable except upon the manager's breach of a material representation or the manager's failure to meet performance thresholds as defined in the management agreement.
The management agreements require the payment of a base management fee generally between 1 % and 4 % of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.
For the three and nine months ended September 30, 2026, combined base and incentive management fees were $10.9 million and $30.4 million, respectively. For the three and nine months ended September 30, 2025, combined base and incentive management fees were $11.4 million and $30.2 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.
Reserve Funds
Certain of the Company's agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0 % of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels' furniture, fixtures and equipment.
Restricted Cash
At September 30, 2026 and December 31, 2025, the Company had $10.4 million and $12.0 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.
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Long-Term Property Operating and Finance Leases
At September 30, 2026, the following hotels were subject to leases as follows:
| Lease Properties | Lease Type | Lease Expiration Date | |||||||||||||||
Restaurant at Southernmost Beach Resort | Operating lease | April 2029 | |||||||||||||||
| Paradise Point Resort & Spa | Operating lease | May 2050 | |||||||||||||||
| Harbor Court Hotel San Francisco | Finance lease | August 2052 | |||||||||||||||
| Hotel Monaco Washington DC | Operating lease | November 2059 | |||||||||||||||
| Argonaut Hotel | Operating lease | December 2059 | |||||||||||||||
Hotel Zephyr Fisherman's Wharf and Retail | Operating lease | February 2062 | |||||||||||||||
| Viceroy Santa Monica Hotel | Operating lease | September 2065 | |||||||||||||||
| Estancia La Jolla Hotel & Spa | Operating lease | January 2066 | |||||||||||||||
| San Diego Mission Bay Resort | Operating lease | July 2068 | |||||||||||||||
| 1 Hotel San Francisco | Operating lease | March 2070 | (1) | ||||||||||||||
| Hyatt Regency Boston Harbor | Operating lease | April 2077 | |||||||||||||||
| The Westin Copley Place, Boston | Operating lease | December 2077 | (2) | ||||||||||||||
| The Liberty, a Luxury Collection Hotel, Boston | Operating lease | May 2080 | |||||||||||||||
Jekyll Island Club Resort and Restaurant | Operating lease | January 2089 | |||||||||||||||
Hotel Zeppelin San Francisco | Operating and finance lease | June 2089 | (4) | ||||||||||||||
| Hotel Zelos San Francisco | Operating lease | June 2097 | |||||||||||||||
| Hotel Palomar Los Angeles Beverly Hills | Operating lease | January 2107 | (3) | ||||||||||||||
| Margaritaville Hollywood Beach Resort | Operating lease | July 2112 | |||||||||||||||
______________________
(1) The expiration date assumes the exercise of a 14 -year extension option.
(2) No payments are required through maturity.
(3) The expiration date assumes the exercise of all 19 five-year extension options.
The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks.
The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.
The components of ground rent expense for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Fixed ground rent | $ | $ | $ | $ | |||||||||||||||||||
| Variable ground rent | |||||||||||||||||||||||
| Total ground rent | $ | $ | $ | $ | |||||||||||||||||||
Litigation
The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company's knowledge, is any material litigation threatened against the Company.
25
Note 12. Supplemental Information to Statements of Cash Flows (in thousands)
| For the nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Interest paid, net of capitalized interest | $ | $ | |||||||||
| Income taxes paid (refunded) | $ | $ | |||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Distributions payable on common shares/units | $ | $ | |||||||||
| Distributions payable on preferred shares/units | $ | $ | |||||||||
| Issuance of common shares for Board of Trustees compensation | $ | $ | |||||||||
| Accrued additions and improvements to hotel properties | $ | $ | |||||||||
| Write-off of fully amortized deferred financing costs | $ | $ | |||||||||
| Write-down of investment | $ | $ | |||||||||
| Preferred shares received in connection with hotel sale | $ | $ | |||||||||
Note 13. Operating Segment Information
The following table presents the Company's segment hotel revenues, Hotel EBITDA, including significant hotel expenses and its reconciliation to net income (loss) for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Less: Corporate and other revenues | |||||||||||||||||||||||
| Hotel revenues | |||||||||||||||||||||||
| Significant hotel expenses: | |||||||||||||||||||||||
| Room expenses | |||||||||||||||||||||||
| Food and beverage expenses | |||||||||||||||||||||||
| Hotel general and administrative | |||||||||||||||||||||||
| Hotel sales and marketing | |||||||||||||||||||||||
| Hotel operations and maintenance | |||||||||||||||||||||||
| Hotel management fee | |||||||||||||||||||||||
| Hotel real estate taxes, personal property taxes, property insurance and ground rent | |||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||
| Hotel EBITDA | |||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Impairment | ( | ( | ( | ( | |||||||||||||||||||
| Business interruption insurance income and gain on insurance settlement | |||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ( | |||||||||||||||||||
Corporate and other (2) | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
______________________
(1) Other segment items include expenses incurred for parking, spa, franchise fees and other hotel operating expenses.
(2) Corporate and other includes corporate general and administrative and other operating income and expenses.
26
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries and "hotels" and "hotel properties" to refer to hotels and resorts, unless the context indicates otherwise.
FORWARD-LOOKING STATEMENTS
This report, together with other statements and information publicly disseminated by us, contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "potential", "could", "seek", "assume", "forecast", "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, estimated costs and durations of renovation or restoration projects, timing and extent of debt refinancings, estimated insurance recoveries, our ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and our ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. These factors include, but are not limited to, the following:
•risks associated with the hotel industry, including competition; changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S.; increases in employment costs, energy costs or other operating costs; and decreases in demand caused by events beyond our control, including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;
•world events impacting the ability or desire of people to travel may lead to a decline in demand for hotels;
•the availability and terms of financing and capital and the general volatility of securities markets;
•our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;
•risks associated with the U.S. and global economies, the cyclical nature of hotel properties and the real estate industry, including environmental contamination and costs of complying with new or existing laws, including the Americans with Disabilities Act and similar laws;
•interest rate increases;
•our possible failure to qualify as a REIT under the Code and the risk of changes in laws affecting REITs;
•the timing and availability of potential hotel acquisitions, our ability to identify and complete hotel acquisitions and our ability to complete hotel dispositions in accordance with our business strategy;
•the possibility of uninsured losses;
•risks associated with redevelopment and repositioning projects, including delays and cost overruns; and
•the other factors discussed under Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
27
Overview
Third quarter operating results remained strong and exceeded our outlook. Both business and leisure demand drove broad-based growth. Our resort properties drove the portfolio growth, and strong out-of-room spend delivered robust profitability. Urban properties performed well too, with strong demand throughout the quarter. San Francisco, Chicago, Los Angeles, Boston and Washington, D.C. benefitted from healthy RevPAR increases. Pricing power strengthened across our portfolio and our continued focus on operating efficiency initiatives contributed to stronger earnings growth. Despite the uncertain macroeconomic environment, the economy has been resilient which is positive for the travel sector.
During the nine months ended September 30, 2026, we had the following transactions and events:
•We amended our senior unsecured revolving credit facility and unsecured term loan facilities to extend the $360.0 million Term Loan 2027 to mature in February 2031, which loan we now refer to as Term Loan 2031. Term Loan 2031 provides for a delayed draw option to borrow an additional $90.0 million by December 15, 2026. We also extended the maturity date of the $48.0 million unextended portion of the senior unsecured revolving credit facility to October 2028.
•We repaid the remaining $40.0 million mortgage loan on Margaritaville Hollywood Beach Resort.
•We repurchased 2,095,747 common shares for an aggregate purchase price of $33.7 million, or an average of approximately $16.10 per share, under our common share repurchase program.
•We repurchased 1,863,102 preferred shares for an aggregate purchase price of $35.8 million, or an average of approximately $19.23 per share, under our preferred share repurchase program.
•We sold the Chamberlain West Hollywood Hotel for $43.5 million.
•We entered into a purchase and sale agreement to sell The Hotel Zags for $10.0 million and the property was classified as held for sale as of September 30, 2026. Closing on the sale was completed on October 8, 2026.
While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels' operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.
Key Indicators of Financial Condition and Operating Performance
We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); total revenue per available room ("Total RevPAR"); average daily rate ("ADR"); occupancy rate ("Occupancy"); funds from operations ("FFO"); Adjusted FFO; earnings before interest, income taxes, depreciation and amortization ("EBITDA"); and EBITDA for real estate ("EBITDAre"); Adjusted EBITDAre; and hotel-level EBITDA ("Hotel EBITDA"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See Non-GAAP Financial Measures for further discussion of FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA.
Hotel Operating Statistics
The following table represents the key same-property hotel operating statistics for our hotels for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Same-Property Occupancy | 80.6 | % | 79.6 | % | 76.2 | % | 73.6 | % | |||||||||||||||
| Same-Property ADR | $ | 318.52 | $ | 297.56 | $ | 320.32 | $ | 305.12 | |||||||||||||||
| Same-Property RevPAR | $ | 256.66 | $ | 236.96 | $ | 244.01 | $ | 224.58 | |||||||||||||||
| Same-Property Total RevPAR | $ | 398.11 | $ | 372.25 | $ | 383.13 | $ | 357.80 | |||||||||||||||
For the three and nine months ended September 30, 2026 and 2025, the above table of hotel operating statistics includes information from all hotels owned as of September 30, 2026 and includes Chamberlain West Hollywood Hotel for the first quarter only due to its sale in May 2026.
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Non-GAAP Financial Measures
Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.
We calculate FFO in accordance with standards established by Nareit, formerly known as the National Association of Real Estate Investment Trusts, which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets (including impairment of real estate related joint ventures), the cumulative effect of changes in accounting principles and adjustments for unconsolidated affiliates. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization, gains (losses) from sales of real estate and impairments of real estate assets (including impairment of real estate related joint ventures), all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.
Adjusted FFO is defined as FFO, as adjusted for transaction costs, non-cash ground rent on operating and finance lease liabilities, management/franchise contract transition costs, interest expense adjustment for acquired liabilities, finance lease adjustment, non-cash amortization of acquired intangibles, gain on insurance settlement, early extinguishment of debt, amortization of share-based compensation expense, issuance costs of redeemed preferred shares, hurricane-related costs, non-cash interest expense, unrealized loss on investment and deferred tax asset provision (benefit). We believe Adjusted FFO provides useful supplemental information regarding our ongoing operating performance.
The following table reconciles net income (loss) to FFO, FFO available to common share and unit holders and Adjusted FFO available to common share and unit holders for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | (54,586) | $ | (32,353) | $ | (48,109) | $ | (45,248) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Real estate depreciation and amortization | 51,662 | 57,544 | 155,628 | 172,615 | |||||||||||||||||||
| Impairment | 77,329 | 46,497 | 86,129 | 46,497 | |||||||||||||||||||
| FFO | $ | 74,405 | $ | 71,688 | $ | 193,648 | $ | 173,864 | |||||||||||||||
| Distribution to preferred shareholders and unit holders | (10,889) | (11,776) | (33,563) | (35,367) | |||||||||||||||||||
| Repurchase of preferred shares | 1,617 | 312 | 8,616 | 312 | |||||||||||||||||||
| FFO available to common share and unit holders | $ | 65,133 | $ | 60,224 | $ | 168,701 | $ | 138,809 | |||||||||||||||
| Transaction costs | 53 | 37 | 113 | 94 | |||||||||||||||||||
| Non-cash ground rent on operating and finance leases | 1,709 | 1,788 | 5,140 | 5,450 | |||||||||||||||||||
| Management/franchise contract transition costs | — | — | 130 | 5 | |||||||||||||||||||
| Interest expense adjustment for acquired liabilities | 165 | 156 | 674 | 717 | |||||||||||||||||||
| Finance lease adjustment | 767 | 760 | 2,300 | 2,273 | |||||||||||||||||||
| Non-cash amortization of acquired intangibles | (45) | (453) | (146) | (1,390) | |||||||||||||||||||
| Gain on insurance settlement | — | (1,820) | — | (1,820) | |||||||||||||||||||
| Early extinguishment of debt | — | (7,385) | 627 | (7,385) | |||||||||||||||||||
| Amortization of share-based compensation expense | 2,563 | 3,521 | 7,432 | 10,262 | |||||||||||||||||||
| Repurchase of preferred shares | (1,617) | (312) | (8,616) | (312) | |||||||||||||||||||
| Deferred tax provision (benefit) | 2,832 | 2,406 | 8,056 | 5,740 | |||||||||||||||||||
| Unrealized loss on investment | — | 1,238 | 1,639 | 3,900 | |||||||||||||||||||
| Adjusted FFO available to common share and unit holders | $ | 71,560 | $ | 60,160 | $ | 186,050 | $ | 156,343 | |||||||||||||||
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EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We calculate EBITDAre in accordance with standards established by Nareit. EBITDAre is defined as EBITDA as adjusted for gain on sale of hotel properties and impairment loss. Adjusted EBITDAre is defined as EBITDAre, as adjusted for transaction costs, non-cash ground rent on operating and finance lease liabilities, management/franchise contract transition costs, non-cash amortization of acquired intangibles, gain on insurance settlement, amortization of share-based compensation expense, unrealized loss on investment and hurricane-related costs. Hotel EBITDA is defined as Adjusted EBITDAre plus corporate general and administrative expenses less interest income, business interruption insurance income and other. We believe that EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).
The following table reconciles net income (loss) to EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | (54,586) | $ | (32,353) | $ | (48,109) | $ | (45,248) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Interest expense | 25,949 | 20,180 | 78,319 | 74,595 | |||||||||||||||||||
| Income tax expense (benefit) | 3,173 | 3,002 | 10,872 | 7,652 | |||||||||||||||||||
| Depreciation and amortization | 51,717 | 57,602 | 155,795 | 172,790 | |||||||||||||||||||
| EBITDA | $ | 26,253 | $ | 48,431 | $ | 196,877 | $ | 209,789 | |||||||||||||||
| Impairment | 77,329 | 46,497 | 86,129 | 46,497 | |||||||||||||||||||
EBITDAre | $ | 103,582 | $ | 94,928 | $ | 283,006 | $ | 256,286 | |||||||||||||||
| Transaction costs | 53 | 37 | 113 | 94 | |||||||||||||||||||
| Non-cash ground rent on operating and finance leases | 1,709 | 1,788 | 5,140 | 5,450 | |||||||||||||||||||
| Management/franchise contract transition costs | — | — | 130 | 5 | |||||||||||||||||||
| Non-cash amortization of acquired intangibles | (45) | (453) | (146) | (1,390) | |||||||||||||||||||
| Gain on insurance settlement | — | (1,820) | — | (1,820) | |||||||||||||||||||
| Amortization of share-based compensation expense | 2,563 | 3,521 | 7,432 | 10,262 | |||||||||||||||||||
| Unrealized loss on investment | — | 1,238 | 1,639 | 3,900 | |||||||||||||||||||
Adjusted EBITDAre | $ | 107,862 | $ | 99,239 | $ | 297,314 | $ | 272,787 | |||||||||||||||
Business interruption insurance income | — | (2,054) | — | (9,599) | |||||||||||||||||||
| Corporate general and administrative and other | 7,379 | 8,203 | 23,948 | 24,006 | |||||||||||||||||||
| Hotel EBITDA | $ | 115,241 | $ | 105,388 | $ | 321,262 | $ | 287,194 | |||||||||||||||
FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA do not represent cash generated from operating activities as determined by U.S. GAAP and should not be considered as alternatives to U.S. GAAP net income (loss), as indications of our financial performance, or to U.S. GAAP cash flow from operating activities, as measures of liquidity. In addition, FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA are not indicative of funds available to fund cash needs, including the ability to make cash distributions.
Results of Operations
At September 30, 2026 and 2025, our consolidated financial statements included the operations of 43 and 46 hotel properties, respectively, which have been included in our results of operations during the respective periods since their dates of acquisition or through their dates of disposition. Based on when a property was acquired or disposed of, operating results for certain properties are not comparable for the three and nine months ended September 30, 2026 and 2025. The properties listed in the table below are hereinafter referred to as "non-comparable properties" and all other properties are referred to as "comparable properties".
| Property | Location | Disposition Date | ||||||||||||
| Montrose at Beverly Hills | Los Angeles, CA | November 19, 2025 | ||||||||||||
| The Westin Michigan Avenue Chicago | Chicago, IL | December 3, 2025 | ||||||||||||
| Chamberlain West Hollywood Hotel | Los Angeles, CA | May 27, 2026 | ||||||||||||
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Comparison of the three months ended September 30, 2026 to the three months ended September 30, 2025
Revenues — Total revenues increased by $4.0 million primarily due to an increase in revenues as a result of continued corporate and leisure demand at our properties. The increased demand resulted in a strong increase in ADR. Revenue was strong in several of our urban markets including Boston, Los Angeles and San Francisco in addition to Paradise Point Resort & Spa, Estancia La Jolla Hotel & Spa and Newport Harbor Island Resort. These increases were offset by a $23.1 million decrease in revenues from our non-comparable properties.
Hotel operating expenses — Total hotel operating expenses decreased by $2.3 million primarily as a result of the sales of our non-comparable properties, partially offset by an increase in costs at our comparable properties associated with higher revenues.
Depreciation and amortization — Depreciation and amortization expense decreased by $5.9 million primarily due to the sales of our non-comparable properties and lower capital expenditures in 2025 and 2026.
Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent decreased by $3.2 million primarily due to a decrease in real estate taxes at our non-comparable properties and reductions resulting from assessment appeals and a decrease in property insurance costs, partially offset by higher percentage ground rent resulting from higher revenues at properties subject to ground leases.
Impairment — We recognized an impairment loss of $77.3 million in 2026 related to three hotels. We recognized an impairment loss of $46.5 million in 2025 related to three hotels.
Business interruption insurance income and gain on insurance settlement — We recognized business interruption insurance income and gain on insurance settlement in 2025 related to the settlement or partial settlements of property damage, business interruption and other costs sustained at LaPlaya Beach Resort & Club resulting from Hurricanes Helene and Milton. There was no business interruption insurance income or gain on insurance settlement in 2026.
Interest expense — Interest expense increased by $5.8 million primarily due to a gain on debt extinguishment in the third quarter of 2025 as a result of repurchasing a portion of our convertible debt at a discount. This increase was partially offset by lower borrowings as a result of paying down debt in conjunction with property sales.
Non-controlling interests — Non-controlling interests represent the allocation of income or loss of the Operating Partnership to third-party OP unit holders and preferred OP unit holders.
Repurchase of preferred shares — Repurchase of preferred shares represents the preferred share issuance costs offset by the repurchase discount. In 2026, we repurchased 376,064 preferred shares under our preferred share repurchase program at a discount to the redemption value. The discount, net of the issuance costs associated with the preferred shares repurchased, is included in the determination of net income (loss) attributable to common shareholders.
Comparison of the nine months ended September 30, 2026 to the nine months ended September 30, 2025
Revenues — Total revenues increased by $29.0 million primarily due to an increase in revenues as a result of continued corporate and leisure demand at our properties. The increased demand resulted in a strong increase in ADR. In addition, revenues increased at our Los Angeles properties, which were negatively impacted in 2025 by the wildfires, and an increase in revenues at our San Francisco properties due to the continued recovery of business travel as well as the Super Bowl. Many of our resort properties had increases in revenues, primarily Paradise Point Resort & Spa, Estancia La Jolla Hotel & Spa, LaPlaya Beach Resort & Club and Newport Harbor Island Resort. These increases were partially offset by a $49.1 million decrease in revenues from our non-comparable properties and a decline in revenues at the Washington, D.C. properties resulting from the presidential inauguration occurring only in 2025.
Hotel operating expenses — Total hotel operating expenses increased by $1.3 million primarily as a result of higher revenues as described above, which was offset by a decrease in hotel operating expenses associated with our non-comparable properties.
Depreciation and amortization — Depreciation and amortization expense decreased by $17.0 million primarily due to the sales of our non-comparable properties and lower capital expenditures in 2025 and 2026.
Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent decreased by $5.4 million primarily due to a decrease in real estate taxes at our non-comparable properties and reductions resulting from assessment appeals and a decrease in property insurance costs, partially offset by higher percentage ground rent resulting from higher revenues at properties subject to ground leases.
General and administrative — General and administrative expenses decreased by $2.1 million primarily due to a decrease in non-cash compensation expense. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.
Impairment — We recognized an impairment loss of $86.1 million in 2026 related to four hotels. We recognized an impairment loss of $46.5 million in 2025 related to three hotels.
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Business interruption insurance income and gain on insurance settlement — We recognized business interruption insurance income and gain on insurance settlement in 2025 related to the settlement or partial settlements of property damage, business interruption and other costs sustained at LaPlaya Beach Resort & Club resulting from Hurricanes Helene and Milton. There was no business interruption insurance income or gain on insurance settlement in 2026.
Interest expense — Interest expense increased by $3.7 million primarily due to a gain on debt extinguishment in the third quarter of 2025 as a result of repurchasing a portion of our convertible debt at a discount. This increase was partially offset by lower borrowings as a result of paying down debt in conjunction with property sales.
Income tax (expense) benefit — Income tax expense increased by $3.2 million primarily due to an increase in the taxable income of our TRS compared to the same period in the prior year.
Non-controlling interests — Non-controlling interests represent the allocation of income or loss of the Operating Partnership to third-party OP unit holders and preferred OP unit holders.
Repurchase of preferred shares — Repurchase of preferred shares represents the preferred share issuance costs offset by the repurchase discount. In 2026, we repurchased 1,863,102 preferred shares under our preferred share repurchase program at a discount to the redemption value. The discount, net of the issuance costs associated with the preferred shares repurchased, is included in the determination of net income (loss) attributable to common shareholders.
Critical Accounting Policies
Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates 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 from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other 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.
New Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for recently issued accounting pronouncements that may affect us.
Liquidity and Capital Resources
Our primary sources of liquidity are cash provided by our operations, borrowings under our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our primary cash requirements in the short term (i.e., those requiring cash on or before September 30, 2027) will be to fund property lease obligations, interest and current principal on debt, capital improvements, dividends on common and preferred shares, and working capital of our property operations. We believe our cash and cash equivalents, restricted cash and the amount available on our senior unsecured revolving credit facility, which totaled $939.1 million as of September 30, 2026, along with cash generated from ongoing operations will be sufficient to satisfy our short-term cash requirements. As of September 30, 2026, we had no off-balance sheet arrangements.
In order to maintain our qualification as a REIT, we must pay dividends to our shareholders of at least 90% of our taxable income. As a result of this requirement, we cannot rely on retained earnings to fund long-term liquidity requirements such as hotel property acquisitions, redevelopments and repayments of long-term debt. As such, we expect to continue to raise capital through equity and debt offerings to fund our growth.
Our material cash requirements include the following contractual and other obligations.
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Debt
Our outstanding debt consisted of floating- and fixed-rate unsecured term loans, convertible senior notes, unsecured senior notes and a mortgage loan with varying maturities. Our total debt had an aggregate face value of $2.1 billion as of September 30, 2026, as summarized below:
| September 30, 2026 | |||||
| (in thousands) | |||||
| Unsecured revolving credit facilities | $ | — | |||
| Unsecured term loans | 901,869 | ||||
| Convertible senior notes | 750,000 | ||||
| Unsecured senior notes | 400,000 | ||||
| Mortgage loan | 51,479 | ||||
| Total debt at face value | $ | 2,103,348 | |||
For further discussion on the components of our debt, see Note 5. Debt to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We expect that future principal and interest payments associated with our remaining debt obligations outstanding as of September 30, 2026 will be $2.4 billion through their maturity, with $352.4 million of principal and $85.5 million of interest payable on or before September 30, 2027. We intend to pay amounts due with available cash, borrowings under our revolving credit facility or proceeds from property sales or to refinance amounts due with long-term debt.
We are in compliance with all covenants governing our existing credit facilities, term loans, senior note facilities and mortgage loan.
Our mortgage loan contains customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions may be triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. As of September 30, 2026, the mortgage loan was not in a cash trap.
Hotel, ground and finance lease obligations
Our properties that are subject to hotel, ground or finance leases, as noted in Note 11. Commitments and Contingencies to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases.
Future fixed minimum payments associated with our hotel, ground and finance leases total $1.9 billion as of September 30, 2026, with $24.8 million payable on or before September 30, 2027.
Purchase commitments
As of September 30, 2026, we had $3.2 million of outstanding purchase commitments, all of which will be paid on or before September 30, 2027. These purchase commitments represent outstanding purchase orders and contracts that have been executed for capital and renovation projects at our properties. See Capital Investments (below) for discussion on planned capital investments.
Preferred share dividends and Series Z distributions
We expect to pay aggregate annual dividends and distributions of approximately $43.5 million on our outstanding Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares and Series Z Cumulative Perpetual Preferred Units on or before September 30, 2027 and in future years until the shares/units are redeemed. For further discussion on our preferred shares and preferred units, see Note 7. Equity to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Sources and Uses of Cash
Our principal sources of cash are cash from operations, draws on our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our principal uses of cash are asset acquisitions, debt service payments, the redemption of equity securities, capital investments, operating costs, corporate expenses and dividends.
Operating Activities. Our net cash provided by operating activities was $255.3 million for the nine months ended September 30, 2026 and $218.5 million for the nine months ended September 30, 2025. Fluctuations in our net cash provided by (used in) operating activities are primarily the result of changes in hotel revenues, operating cash requirements and corporate expenses.
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Investing Activities. Our net cash used in investing activities was $21.2 million for the nine months ended September 30, 2026 and $66.0 million for the nine months ended September 30, 2025. Fluctuations in our net cash provided by (used in) investing activities are primarily the result of disposition activities, as well as capital improvements and additions to our properties.
•During the nine months ended September 30, 2026, we invested $40.2 million in improvements to our hotel properties, received $16.1 million in proceeds from the sale of Chamberlain West Hollywood Hotel and received $3.2 million in property insurance proceeds.
•During the nine months ended September 30, 2025, we invested $70.7 million in improvements to our hotel properties and received $5.3 million in property insurance proceeds.
Financing Activities. Our net cash used in financing activities was $132.4 million for the nine months ended September 30, 2026 and $138.0 million for the nine months ended September 30, 2025. Fluctuations in our net cash provided by (used in) financing activities are primarily the result of our issuance and repurchase of debt and equity securities and distributions paid on our preferred and common shares.
•During the nine months ended September 30, 2026, we borrowed $360.0 million and repaid $401.9 million of debt, repurchased $34.7 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards, repurchased $9.7 million of preferred shares through our preferred share repurchase program, paid $7.0 million in deferred financing costs and paid $37.6 million in preferred and common distributions.
•During the nine months ended September 30, 2025, we issued $400.0 million of debt, repaid $393.6 million of debt, purchased $27.2 million of capped calls, repurchased $65.6 million of common shares through our common share repurchase program and for tax withholding purposes in connection with vestings of share-based equity awards, repurchased $1.1 million of preferred shares through our preferred share repurchase program, paid $10.3 million in deferred financing costs and paid $39.0 million in preferred and common distributions.
Capital Investments
We maintain and intend to continue maintaining all of our hotels in good repair and condition, in conformity with applicable laws and regulations, in accordance with franchisor standards when applicable and in accordance with agreed-upon requirements in our management agreements. Routine capital investments will be administered by the hotel management companies. However, we maintain approval rights over the capital investments as part of the annual budget process and as otherwise required from time to time.
Certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guest rooms, meeting space and restaurants, in order to better compete with other hotels in our markets. In addition, after we acquire a hotel property, we are often required by the franchisor or brand manager, if any, to complete a property improvement plan ("PIP") in order to bring the hotel property up to the franchisor's or brand's standards. Generally, we expect to fund renovations and improvements with available cash, restricted cash, borrowings under our credit facility or proceeds from new debt or equity offerings.
For the nine months ended September 30, 2026, we invested $40.2 million in capital investments to reposition and/or improve our properties, including the capital maintenance projects and renovations at Chaminade Resort & Spa.
Depending on market conditions, and in some instances subject to approval from governmental authorities, we expect to invest a total of $60.0 million to $70.0 million in capital investments in 2026, which includes normal hotel capital refurbishments and repositioning projects at Paradise Point Resort & Spa and Chaminade Resort & Spa.
Common Share Repurchase Program and Preferred Share Repurchase Programs
Common Share Repurchase Program
On October 21, 2025, our Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. Common shares repurchased by us cease to be outstanding and become authorized but unissued common shares.
During the nine months ended September 30, 2026, we repurchased 2,095,747 common shares for an aggregate purchase price of $33.7 million, or an average of approximately $16.10 per share. As of September 30, 2026, $116.3 million of common shares remained available for repurchase under this program.
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The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require us to repurchase any specific number of common shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.
Preferred Share Repurchase Programs
On February 17, 2023, our Board of Trustees authorized a share repurchase program of up to $100.0 million of preferred shares (the "2023 Preferred Share Repurchase Program"). Under the terms of the program, we may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.
On July 24, 2026, our Board of Trustees authorized a new share repurchase program of up to $50.0 million of preferred shares (the "2026 Preferred Share Repurchase Program"), which will commence upon the completion of the 2023 Preferred Share Repurchase Program. Under the 2026 Preferred Share Repurchase Program, we may repurchase up to an aggregate of $50.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement.
During the nine months ended September 30, 2026, we repurchased and retired 1,863,102 preferred shares for an aggregate purchase price of $35.8 million, or an average of approximately $19.23 per share under the 2023 Preferred Share Repurchase Program. This includes 1,347,614 preferred shares received as partial consideration for the sale of Chamberlain West Hollywood Hotel and 515,488 preferred shares repurchased in the market. As of September 30, 2026, $38.3 million remained available for repurchase of Preferred Shares under the 2023 Preferred Share Repurchase Program.
The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The programs do not require us to repurchase any specific number of preferred shares. The programs do not have an expiration date and may be suspended, modified or discontinued at any time.
Inflation
We rely on the performance of the hotels to increase revenues to keep pace with inflation. Generally, our hotel operators possess the ability to adjust room rates daily, except for group or corporate rates contractually committed to in advance, although competitive pressures may limit the ability of our operators to raise rates faster than inflation or even at the same rate.
Seasonality
Demand in the lodging industry is affected by recurring seasonal patterns which are greatly influenced by overall economic cycles, geographic locations, weather and customer mix at the hotels. Generally, our hotels have lower revenue, operating income and cash flow in the first and fourth quarters of each year and higher revenue, operating income and cash flow in the second and third quarters of each year.
Derivative Instruments
In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are subject to fair value reporting at each reporting date and the increase or decrease in fair value is recorded in net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. Derivatives expose the Company to credit risk in the event of non-performance by the counter parties under the terms of the interest rate hedge agreements. We believe we minimize the credit risk by transacting with major credit-worthy financial institutions.
As of September 30, 2026, we have interest rate swap agreements with an aggregate notional amount of $865.0 million to hedge variable interest rates on our unsecured term loans. We have designated these pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. For a further discussion of our derivative instruments, see Note 5. Debt to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Interest Rate Sensitivity
We are exposed to market risk from changes in interest rates. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under guidance included in ASC 815 "Derivatives and Hedging."
As of September 30, 2026, $36.9 million of our aggregate indebtedness (1.8% of total indebtedness) was subject to variable interest rates, excluding amounts outstanding under the term loan facilities that have been effectively swapped into fixed rates. If interest rates on our unhedged variable rate debt increase or decrease by 0.1 percent, our annual interest expense will increase or decrease by an immaterial amount.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The nature of the operations of our hotels exposes the hotels and us to the risk of claims and litigation in the normal course of business. We are not presently subject to any material litigation nor, to our knowledge, is any litigation threatened against us, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on our liquidity, results of operations or our financial condition.
Item 1A. Risk Factors.
There have been no material changes from the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
Common Shares
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (in millions) | ||||||||||||||||||||||
July 1, 2026 - July 31, 2026 | — | $ | — | — | $ | — | ||||||||||||||||||||
August 1, 2026 - August 31, 2026 | 333,883 | $ | 18.25 | 333,883 | $ | — | ||||||||||||||||||||
September 1, 2026 - September 30, 2026 | 817,412 | $ | 18.08 | 817,412 | $ | — | ||||||||||||||||||||
| Total | 1,151,295 | $ | 18.13 | 1,151,295 | $ | 116.3 | ||||||||||||||||||||
______________________
(1) On October 21, 2025, our Board of Trustees authorized a common share repurchase program of up to $150.0 million of common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time.
Preferred Shares
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (in millions) | ||||||||||||||||||||||
July 1, 2026 - July 31, 2026 | — | $ | — | — | $ | — | ||||||||||||||||||||
August 1, 2026 - August 31, 2026 | 105,425 | $ | 19.09 | 105,425 | $ | — | ||||||||||||||||||||
September 1, 2026 - September 30, 2026 | 270,639 | $ | 19.31 | 270,639 | $ | — | ||||||||||||||||||||
| Total | 376,064 | $ | 19.25 | 376,064 | $ | 38.3 | ||||||||||||||||||||
______________________
(1) On February 17, 2023, our Board of Trustees authorized a share repurchase program of up to $100.0 million of our outstanding preferred shares. Under this program, we may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. The amount in this column does not include the approximate dollar value of preferred shares that may yet be purchased under the $50.0 million preferred share repurchase program, authorized by our Board of Trustees on July 24, 2026, that will commence upon the completion of the $100.0 million preferred share repurchase program.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Other Information.
During the three months ended September 30, 2026, none of our officers or trustees adopted terminated
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Item 6. Exhibits. | ||||||||
| Exhibit Number | Description of Exhibit | |||||||
| Declaration of Trust of Pebblebrook Hotel Trust, as amended and supplemented through June 1, 2026 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on July 29, 2026 (File No. 001-34571)). | ||||||||
Bylaws of Pebblebrook Hotel Trust, as amended and restated on February 17, 2023 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on February 24, 2023 (File No. 001-34571)). | ||||||||
Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of December 13, 2013 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 17, 2013 (File No. 001-34571)). | ||||||||
Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of November 30, 2018 (incorporated by reference to Exhibit 3.3 to Pebblebrook Hotel Trust's Current Report on Form 8‑K filed with the SEC on December 3, 2018 (File No. 001‑34571)). | ||||||||
| Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of May 12, 2021 (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust's Current Report on Form 8‑K filed with the SEC on May 12, 2021 (File No. 001‑34571)). | ||||||||
| Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of July 23, 2021 (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on July 27, 2021 (File No. 001-34571)). | ||||||||
| Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of May 11, 2022 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on May 12, 2022 (File No. 001-34571)). | ||||||||
| Indenture, dated December 15, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 16, 2020 (File No. 001-34571)). | ||||||||
| Second Supplemental Indenture, dated September 18, 2025, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on September 22, 2025 (File No. 001-34571)). | ||||||||
| Form of 1.625% Convertible Senior Notes Due 2030 (attached as Exhibit A to the Second Supplemental Indenture incorporated by reference to Exhibit 4.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on September 22, 2025 (File No. 001-34571)). | ||||||||
| Indenture, dated October 3, 2024, among Pebblebrook Hotel, L.P., PEB Finance Corp., Pebblebrook Hotel Trust, the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on October 3, 2024 (File No. 001-34571)). | ||||||||
| Form of 6.375% Senior Notes due 2029 (attached as Exhibit A to the Indenture incorporated by reference to Exhibit 4.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on October 3, 2024 (File No. 001-34571)). | ||||||||
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of 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.INS | XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.(1) | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document(1) | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document(1) | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document(1) | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document(1) | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document(1) | |||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document)(1) | |||||||
| † | Filed herewith. | |||||||
| †† | Furnished herewith. | |||||||
'(1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; (v) Notes to Consolidated Financial Statements; and (vi) Cover Page (in connection with Exhibit 104). | |||||||
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PEBBLEBROOK HOTEL TRUST | |||||||||||
| Date: | October 29, 2026 | /s/ JON E. BORTZ | |||||||||
| Jon E. Bortz | |||||||||||
| Chief Executive Officer and Chairman of the Board | |||||||||||
40
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jon E. Bortz, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Pebblebrook Hotel Trust;
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 trustees (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: | October 29, 2026 | /s/ JON E. BORTZ | |||||||||
| Jon E. Bortz | |||||||||||
| Chief Executive Officer and Chairman of the Board (principal executive officer) | |||||||||||
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Raymond D. Martz, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Pebblebrook Hotel Trust;
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 trustees (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: | October 29, 2026 | /s/ RAYMOND D. MARTZ | |||||||||
| Raymond D. Martz | |||||||||||
| Co-President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) | |||||||||||
Exhibit 32.1
Certification Pursuant To
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Pebblebrook Hotel Trust (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon E. Bortz, Chairman of the Board and Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 29, 2026 | /s/ JON E. BORTZ | |||||||||
| Jon E. Bortz | |||||||||||
| Chief Executive Officer and Chairman of the Board (principal executive officer) | |||||||||||
Exhibit 32.2
Certification Pursuant To
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Pebblebrook Hotel Trust (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond D. Martz, Co-President, Chief Financial Officer, Treasurer and Secretary, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | October 29, 2026 | /s/ RAYMOND D. MARTZ | |||||||||
| Raymond D. Martz | |||||||||||
| Co-President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) | |||||||||||