8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 23, 2025

PEBBLEBROOK HOTEL TRUST

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (240) 507-1300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Emerging growth company ☐

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

Item 1.01. Entry Into a Material Definitive Agreement.

On May 23, 2025, the shareholders of Pebblebrook Hotel Trust (the "Company") approved an amendment (the "Amendment") to the Company's 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012 (as amended through May 23, 2025, the "Equity Incentive Plan").

Effective May 23, 2025, the Amendment increases the aggregate number of the Company's common shares that may be issued under the Equity Incentive Plan as share awards, performance units, options, share appreciation rights and other equity-based awards by 3,000,000 shares and extends the time period during which awards may be granted under the Equity Incentive Plan until June 30, 2036. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

A summary of the significant features of the Equity Incentive Plan appears under the heading "Proposal 4: Approval of An Amendment to the 2009 Equity Incentive Plan" in the Company's Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (the "SEC") on April 7, 2025. Such summary is incorporated herein by reference and is qualified by reference to the actual text of the Equity Incentive Plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 23, 2025, the Company convened its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). The matters on which the shareholders voted were:

(i)the election of the trustees of the Company to serve until its 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

(ii)the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accountants for the year ending December 31, 2025;

(iii)the approval, in an advisory and non-binding vote, of the compensation of the Company's named executive officers; and

(iv)the approval of an amendment to the 2009 Plan.

The results of the voting were as set forth below.

Proposal 1 - election of trustees:

Proposal 2 - ratification of the appointment of independent registered public accountants:

Proposal 3 - approval of compensation of named executive officers ("Say-On-Pay"):

Proposal 4 - approval of an amendment to the 2009 Equity Incentive Plan:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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

Document

Exhibit 10.1

PEBBLEBROOK HOTEL TRUST

AMENDMENT NO. 5 TO THE PEBBLEBROOK HOTEL TRUST 2009 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED EFFECTIVE JULY 10, 2012

This Amendment No. 5 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, as amended (the “Amendment”), is adopted by the Board of Trustees of Pebblebrook Hotel Trust (the “Company”) on March 28, 2025, to become effective immediately upon approval of the Amendment by the Company’s shareholders.

1. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Plan.

2. Section 5.02(a) of the Plan is hereby modified as follows:

“The maximum aggregate number of Common Shares that may be issued under this Plan pursuant to the exercise of Options and SARs, the grant of Share Awards or Other Equity-Based Awards and the settlement of Performance Units and Incentive Awards is 5,347,6258,347,625 Common Shares. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of Common Shares that may be issued under this Plan on a one-for-one basis, i.e., each such unit shall be treated as an award of Common Shares.”

3. The first sentence of Article XVII of the Plan is hereby modified as follows:

“No Share Award, Performance Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan after June 30, 2026June 30, 2036.”