8-K - SHO - Equibles

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 1, 2025

Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	001-32319	20-1296886
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


15 Enterprise , Suite 200 ** Aliso Viejo , California**		92656
(Address of Principal Executive Offices)		(Zip Code)

( 949 ) 330-4000

(Registrant’s telephone number including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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))


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	SHO	New York Stock Exchange
Series H Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRH	New York Stock Exchange
Series I Cumulative Redeemable Preferred Stock, $0.01 par value	SHO.PRI	New York Stock Exchange

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


	Emerging growth company	☐

If an emerging growth company, indicate by checkmark 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 2.02.Results of Operations and Financial Condition.

On May 6, 2025, Sunstone Hotel Investors, Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2025. The press release referred to supplemental financial information that is available on the Company’s website, free of charge, at www.sunstonehotels.com. A copy of the press release and the supplemental financial information are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

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

On May 1, 2025, the Company held its Annual Meeting of Stockholders. The matters on which the stockholders voted, in person or by proxy, and the results of such voting were as follows:

1)	Election of eight directors to serve until the next annual meeting and until their successors are elected and qualified:

---	---	---	---	---	---	---	---	---
		Votes For		Votes Against		Abstentions		Broker Non-Votes
W. Blake Baird		164,732,272		13,062,965		356,582		6,128,371
Andrew Batinovich		168,942,348		8,852,889		356,582		6,128,371
Monica S. Digilio		168,685,275		8,967,642		498,902		6,128,371
Bryan A. Giglia		174,279,717		3,337,713		534,389		6,128,371
Kristina M. Leslie		174,468,699		3,329,646		353,474		6,128,371
Murray J. McCabe		173,421,270		4,377,125		353,424		6,128,371
Verett Mims		174,558,342		3,236,192		357,285		6,128,371
Douglas M. Pasquale		148,487,405		28,582,734		1,081,680		6,128,371

2)	Ratification of the Audit Committee’s appointment of Ernst & Young, LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

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Votes For		Votes Against		Abstentions		Broker Non-Votes
177,176,162		7,074,925		29,103		—

3)	Advisory vote to approve the compensation of the Company’s named executive officers:

---	---	---	---	---	---	---
Votes For		Votes Against		Abstentions		Broker Non-Votes
169,901,185		7,995,968		254,666		6,128,371

4)	Approval of an amendment to the Company’s 2022 Incentive Award Plan:

---	---	---	---	---	---	---
Votes For		Votes Against		Abstentions		Broker Non-Votes
167,941,820		9,982,396		227,603		6,128,371

Item 9.01.Financial Statements and Exhibits.

(d) The following exhibits are furnished herewith:

EXHIBIT INDEX


Exhibit No.	****	Description
10.1		First Amendment to Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan
99.1		Press Release, dated May 6, 2025.
99.2		Supplemental Financial Information for the first quarter ended March 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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


	Sunstone Hotel Investors, Inc.

Date: May 6, 2025	By:	/s/ Aaron R. Reyes
		Aaron R. Reyes (Principal Financial Officer and Duly Authorized Officer)

Exhibit 10.1 FIRST AMENDMENT TO

SUNSTONE HOTEL INVESTORS, INC. AND SUNSTONE HOTEL PARTNERSHIP, LLC 2022 INCENTIVE AWARD PLAN

THIS FIRST AMENDMENT TO SUNSTONE HOTEL INVESTORS, INC. AND SUNSTONE HOTEL PARTNERSHIP, LLC 2022 INCENTIVE AWARD PLAN (this “First Amendment”), is made and adopted by the Board of Directors (the “Board”) of Sunstone Hotel Investors, Inc a Maryland corporation (the “Company”), on March 12, 2025, effective as of the date of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), provided that it is approved by the Company’s stockholders on that date (the “Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Sunstone Hotel Investors, Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan (as amended, the “Plan”);

WHEREAS, pursuant to Section 10.1 of the Plan, the Plan may be wholly or partially amended at any time or from time to time by the Board, provided that any amendment that increases the number of shares of Company common stock available for issuance thereunder shall require approval by the Company’s stockholders within twelve months before or after that action by the Board; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, effective as of the date of the 2025 Annual Meeting, provided that the First Amendment is approved by the Company’s stockholders on that date.

AMENDMENT

1.	Section 3.1 (a). Section 3.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:

“(a) Subject to Section 3.1(b) and Section 10.2 hereof, the maximum aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is the sum of (i) 9,250,000 Shares and (ii) any Shares which are subject to Prior Plan Awards which become available for issuance under the Plan pursuant to Section 3.1(b) hereof (the “Share Limit”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 9,250,000. Each LTIP Unit issued pursuant to an Award shall count as one Share for purposes of calculating the aggregate number of Shares available for issuance under the Plan as set forth in this Section 3.1(a) and for purposes of calculating the Individual Award Limits set forth in Section 3.3 hereof. As of the Effective Date, no further awards shall be granted under the Prior Plan; provided, however, that awards outstanding under the Prior Plan as of the Effective Date shall remain outstanding and subject to the terms of the Prior Plan and the applicable award agreement governing such awards.”

2.	This First Amendment shall be and, as of the Amendment Date, is hereby incorporated in and forms a part of the Plan.

3.	Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.

[Signature Page Follows]

I hereby certify that the foregoing First Amendment was duly adopted by the Board of Directors of Sunstone Hotel Investors, Inc. on March 12, 2025, and approved by the stockholders of Sunstone Hotel Investors, Inc. on May 1, 2025.

Executed on this 1^st^ day of May , 2025.

	/S/ BRYAN A. GIGLIA
Name:	Bryan A. Giglia
Title:	Chief Executive Officer

Exhibit 99.1

For Additional Information:

Aaron Reyes

Sunstone Hotel Investors, Inc.

(949) 382-3018

SUNSTONE HOTEL INVESTORS REPORTS RESULTS FOR FIRST QUARTER 2025

Opens Andaz Miami Beach After Transformational Renovation

Completes Additional Share Repurchases

ALISO VIEJO, CA – May 6, 2025 – Sunstone Hotel Investors, Inc. (the “Company” or “Sunstone”) (NYSE: SHO) today announced results for the first quarter ended March 31, 2025.

First Quarter 2025 Operational Results (as compared to First Quarter 2024):

●	Net Income: Net income was $5.3 million as compared to $13.0 million.
●	Total Portfolio RevPAR: Total Portfolio RevPAR increased 2.2% to $221.63. The average daily rate was $316.16 and occupancy was 70.1%. Excluding Andaz Miami Beach due to its transformational renovation, RevPAR increased 3.8%.
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●	Adjusted EBITDAre: Adjusted EBITDAre increased 5.0% to $57.3 million.
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●	Adjusted FFO: Adjusted FFO attributable to common stockholders per diluted share increased 16.7% to $0.21.
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Information regarding the non-GAAP financial measures disclosed in this release is provided below in “Non-GAAP Financial Measures.” Reconciliations of non-GAAP financial measures to the most comparable GAAP measure for each of the periods presented are included later in this release.

Bryan A. Giglia, Chief Executive Officer, stated, “Despite the elevated uncertainty that has crept into the operating environment since the start of the year, our premium portfolio delivered first quarter earnings that were slightly ahead of expectations even on softer revenue growth. As the demand environment evolves, we are working with our operators to book new business and drive total revenue growth while focusing on costs. Our solid balance sheet and recently completed capital investments support the continued return of capital to our shareholders and position Sunstone to be opportunistic and successfully allocate capital in a range of operating environments. We have adjusted our full year outlook to reflect the recent volatility and its impact on operating trends. Forward visibility has become increasingly limited given the heightened uncertainty and greater variability in the range of possible economic outcomes for the year.”

Mr. Giglia continued, “Last week, we opened Andaz Miami Beach following a complete transformation of the oceanfront property. The fully reimagined resort looks fantastic and is well positioned to deliver on our underwriting and create value going forward. The opening of Andaz Miami Beach is a significant milestone for Sunstone and further advances our layered approach to capital allocation: investing in our portfolio, recycling capital and returning capital to our shareholders.”

Unaudited Selected Statistical and Financial Data ($ in millions, except RevPAR, ADR and per share amounts)


	Quarter Ended March 31,
	2025		****	2024		****	Change

Net Income	$	5.3		$	13.0		(59.7)	%
Income Attributable to Common Stockholders per Diluted Share	$	0.01		$	0.05		(80.0)	%

Total Portfolio Operating Statistics (1)
RevPAR	$	221.63		$	216.80		2.2	%
Occupancy		70.1	%		68.9	%	120	bps
Average Daily Rate	$	316.16		$	314.66		0.5	%

Total Portfolio Operating Statistics, excluding Andaz Miami Beach (2)
RevPAR	$	230.48		$	222.10		3.8	%
Occupancy		72.9	%		70.3	%	260	bps
Average Daily Rate	$	316.16		$	315.93		0.1	%

Total Portfolio Hotel Adjusted EBITDAre Margin, excluding Andaz Miami Beach (2)		26.2	%		25.4	%	80	bps

Adjusted EBITDAre	$	57.3		$	54.5		5.0	%
Adjusted FFO Attributable to Common Stockholders	$	41.5		$	37.5		10.6	%
Adjusted FFO Attributable to Common Stockholders per Diluted Share	$	0.21		$	0.18		16.7	%
(1)	Includes all 15 hotels owned by the Company as of March 31, 2025, and includes both prior ownership results and the Company's results for the Hyatt Regency San Antonio Riverwalk, acquired by the Company in April 2024.
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(2)	Includes all hotels owned by the Company as of March 31, 2025, with the exception of Andaz Miami Beach due to its renovation activity during the first quarters of 2025 and 2024. Includes prior ownership results for the Hyatt Regency San Antonio Riverwalk, acquired by the Company in April 2024.
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Recent Developments

Andaz Miami Beach. On May 3, 2025, the Company opened Andaz Miami Beach, following a complete transformation of the property. The fully renovated luxury resort boasts 287 guestrooms including 64 suites, meeting space with ocean views and abundant natural light, a full-service spa, premium food and beverage outlets concepted by José Andrés Group, and a spacious backyard with a range of amenities including two pools and private beach access. Over the coming months, the resort will introduce Olazul, a members only beach club. Later, the resort will also debut The Bazaar by José Andrés, a highly anticipated signature dining destination.

Stock Repurchase Program. During the first quarter of 2025, the Company repurchased 821,771 shares of its common stock at an average purchase price of $9.74 per share for a total repurchase amount before expenses of $8.0 million. Year-to-date through May 5, 2025, the Company has repurchased a total of 2,332,320 shares of its common stock at an average purchase price of $8.90 per share for a total repurchase amount before expenses of $20.8 million. The average purchase price per share represents a substantial discount to consensus estimates of net asset value and implies a highly attractive valuation multiple on the Company’s stabilized cash flow. The Company currently has $406.8 million remaining under its existing stock repurchase program authorization.

Term Loan Extension. On April 1, 2025, the Company exercised its option to extend the maturity of its $225.0 million Term Loan 3 by twelve months from May 1, 2025 to May 1, 2026. Inclusive of extension options, the Company has no debt maturities prior to 2026.

Balance Sheet and Liquidity Update

As of March 31, 2025, the Company had $148.8 million of cash and cash equivalents, including restricted cash of $76.5 million, total assets of $3.1 billion, including $2.9 billion of net investments in hotel properties, total debt of $845.0 million and stockholders’ equity of $2.1 billion.

Capital Investments Update

During the first quarter of 2025, the Company invested $28.2 million into its portfolio. The majority of the investment consisted of the conversion of Andaz Miami Beach and a soft goods renovation at Wailea Beach Resort.

The Company currently expects to invest approximately $80 million to $100 million into its portfolio in 2025, with the majority of the investment relating to the completion of the Andaz Miami Beach transformation, the remaining investment for the room renovation at Wailea Beach Resort, and a renovation of the meeting space at Hyatt Regency San Antonio Riverwalk.

2025 Outlook

The Company is updating its 2025 outlook based on Management’s expectations and information available as of the date of this release. Future economic policies, changes in the health of the economy, or changes in consumer sentiment, among other factors, could lead to further revisions in the Company’s outlook or cause the Company to withdraw its outlook altogether.

For the full year 2025, the Company now expects:


Metric ($ in millions, except per share data)	Prior Full Year 2025 Guidance (1)	Current Full Year 2025 Guidance (2)	Change in Full Year 2025 Guidance Midpoint
Net Income	$46 to $71	$33 to $58	- $13
Total Portfolio RevPAR Growth (3)	+ 7.0% to + 10.0%	+ 4.0% to + 7.0%	- 300 bps
Total Portfolio RevPAR Growth, excluding Andaz Miami Beach (3)	+ 3.0% to + 6.0%	+ 1.0% to + 4.0%	- 200 bps
Adjusted EBITDAre	$245 to $270	$235 to $260	- $10
Adjusted FFO Attributable to Common Stockholders	$175 to $200	$165 to $190	- $10
Adjusted FFO Attributable to Common Stockholders per Diluted Share	$0.86 to $0.98	$0.82 to $0.94	- $0.04
Diluted Weighted Average Shares Outstanding	203,000,000	201,000,000	- 2,000,000

(1)	Reflects guidance presented on February 21, 2025.
(2)	Detailed reconciliations of Net Income to non-GAAP financial measures are provided later in this release.
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(3)	RevPAR Growth reflects comparison to full year 2024.
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Full year 2025 guidance is based in part on the following full year assumptions:

●	Full year interest income of approximately $4 million to $5 million. This range is unchanged from the Company’s prior estimate.
●	Full year corporate overhead expense (excluding deferred stock amortization and management transition costs) of approximately $20 million to $21 million. This range is unchanged from the Company’s prior estimate.
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●	Full year interest expense of approximately $51 million to $54 million, including approximately $4 million in amortization of deferred financing costs and $1.0 million in noncash interest expense on derivatives. Excluding the noncash interest on derivatives, this range is unchanged from the Company’s prior estimate.
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●	Full year preferred stock dividends of approximately $16 million to $17 million, which includes the Series G, H, and I cumulative redeemable preferred stock. This range is unchanged from the Company’s prior estimate.
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Dividend Update

On May 5, 2025, the Company’s Board of Directors authorized a cash dividend of $0.09 per share of its common stock. The Company’s Board of Directors also authorized cash dividends of $0.562500 per share payable to its Series G cumulative redeemable preferred stockholder, $0.382813 per share payable to its Series H cumulative redeemable preferred stockholders, and $0.356250 per share payable to its Series I cumulative redeemable preferred stockholders. The common and preferred dividends will be paid on July 15, 2025 to stockholders of record as of June 30, 2025.

The Company currently expects to continue to pay a quarterly cash common dividend throughout 2025. The level of any future quarterly dividends will be determined by the Company’s Board of Directors after considering long-term operating projections, expected capital requirements, and risks affecting the Company’s business.

Supplemental Disclosures

Contemporaneous with this release, the Company has furnished a Form 8-K with unaudited financial information. This additional information is being provided as a supplement to the information in this release and other filings with the SEC. The Company has no obligation to update any of the information provided to conform to actual results or changes in the Company’s portfolio, capital structure or future expectations.

Earnings Call

The Company will host a conference call to discuss first quarter results on May 6, 2025, at 10:30 a.m. Eastern Time (7:30 a.m. Pacific Time). A live webcast of the call will be available via the Investor Relations section of the Company’s website at www.sunstonehotels.com. Alternatively, interested parties may dial 1-800-715-9871 and reference conference ID 1026321 to listen to the live call. A replay of the webcast will also be archived on the website.

About Sunstone Hotel Investors, Inc.

Sunstone Hotel Investors, Inc. is a lodging real estate investment trust (“REIT”) that as of the date of this release owns 15 hotels comprised of 7,253 rooms, the majority of which are operated under nationally recognized brands. Sunstone's strategy is to create long-term stakeholder value through the acquisition, active ownership, and disposition of well-located hotel and resort real estate. For further information, please visit Sunstone’s website at www.sunstonehotels.com. The Company’s website is provided as a reference only and any information on the website is not incorporated by reference in this release.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including opinions, references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: we own upper upscale and luxury hotels located in urban and resort destinations in an industry that is highly competitive; events beyond our control, including economic slowdowns or recessions, uncertainty in connection with certain international economic and political relationships, including political disputes and the imposition of tariffs affecting commodity costs, pandemics, natural disasters, civil unrest and terrorism; inflation may adversely affect our financial condition and results of operations; system security risks, data protection breaches, cyber-attacks and systems integration issues, including those impacting the Company’s suppliers, hotel managers or franchisors; a significant portion of our hotels are geographically concentrated so we may be disproportionately harmed by economic conditions, competition, new hotel supply, real and personal property tax rates or natural disasters in these areas of the country; we face possible risks associated with the physical and transitional effects of climate change; uninsured or underinsured losses could harm our financial condition; the operating results of some of our hotels are significantly reliant upon group and transient business generated by large corporate customers, and the loss of such customers for any reason could harm our operating results; the increased use of virtual meetings and other similar technologies could lessen the need for business-related travel, and, therefore, demand for rooms in our hotels may be adversely affected; our hotels require ongoing capital investment and we may incur significant capital expenditures in connection with acquisitions, repositionings and other improvements, some of which are mandated by applicable laws or regulations or agreements with third parties, and the costs of such renovations, repositionings or improvements, including commodity cost increases resulting from inflation or the implementation of international tariffs, and delays due to supply chain disruptions, may exceed our expectations or cause other problems; delays in the acquisition, renovation or repositioning of hotel properties may have adverse effects on our results of operations and returns to our stockholders; accounting for the acquisition of a hotel property or other entity involves assumptions and estimations to determine fair value that could differ materially from the actual results achieved in future periods; volatility in the debt and equity markets may adversely affect our ability to acquire, renovate, refinance or sell our hotels; we may pursue joint venture investments that could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturer; we may be subject to unknown or contingent liabilities related to recently sold or acquired hotels, as well as hotels we may sell or acquire in the future; we may seek to acquire a portfolio of hotels or a company, which could present more risks to our business and financial results than the acquisition of a single hotel; the sale of a hotel or portfolio of hotels is typically subject to contingencies, risks and uncertainties, any of which may cause us to be unsuccessful in completing the disposition; the illiquidity of real estate investments and the lack of alternative uses of hotel properties could significantly limit our ability to respond to adverse changes in the performance of our hotels; we may issue or invest in hotel loans, including subordinated or mezzanine loans, which could involve greater risks of loss than senior loans secured by income-producing real properties; if we make or invest in mortgage loans with the intent of gaining ownership of the hotel secured by or pledged to the loan, our ability to perfect an ownership interest in the hotel is subject to the sponsor’s willingness to forfeit the property in lieu of the debt; one of our hotels is subject to a ground lease with an unaffiliated party, the termination of which by the lessor for any reason, including due to our default on the lease, could cause us to lose the ability to operate the hotel altogether and may adversely affect our results of operations; because we are a REIT, we depend on third-parties to operate our hotels; 4

we are subject to risks associated with our operators’ employment of hotel personnel; most of our hotels operate under a brand owned by Marriott, Hyatt, Hilton, Four Seasons or Montage, and should any of these brands experience a negative event, or receive negative publicity, our operating results may be harmed; our franchisors and brand managers may adopt new policies or change existing policies which could result in increased costs that could negatively impact our hotels; future adverse litigation judgments or settlements resulting from legal proceedings could have an adverse effect on our financial condition; claims by persons regarding our properties could affect the attractiveness of our hotels or cause us to incur additional expenses; the hotel business is seasonal and seasonal variations in business volume at our hotels will cause quarterly fluctuations in our revenue and operating results; changes in the debt and equity markets may adversely affect the value of our hotels; certain of our hotels have in the past become impaired and additional hotels may become impaired in the future; laws and governmental regulations may restrict the ways in which we use our hotel properties and increase the cost of compliance with such regulations, and noncompliance with such regulations could subject us to penalties, loss of value of our properties or civil damages; corporate responsibility, specifically related to environmental sustainability, social responsibility and corporate governance, or ESG, factors and commitments, may impose additional costs and expose us to new risks that could adversely affect our results of operations, financial condition and cash flows; our franchisors and brand managers may require us to make capital expenditures pursuant to property improvement plans or to comply with brand standards; termination of any of our franchise, management or operating lease agreements could cause us to lose business; the growth of alternative reservation channels could adversely affect our business and profitability; the failure of tenants in our hotels to make rent payments or otherwise comply with the material terms of our retail and restaurant leases may adversely affect our results of operations; we rely on our corporate and hotel senior management teams, the loss of whom may cause us to incur costs and harm our business; we could be harmed by inadvertent errors, misconduct or fraud that is difficult to detect; if we fail to maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or identify and prevent fraud; we have outstanding debt which may restrict our financial flexibility; our debt agreements contain various covenants, restrictions, requirements and other limitations, and should we default, we may be required to pay additional fees, provide additional security or repay the debt; defaulting on existing debt may limit our ability to access additional debt financing in the future; certain of our unsecured term loans are subject to variable interest rates, which creates uncertainty in the amount of interest expense we will incur in the future and may negatively impact our operating results; we may not be able to refinance our debt on favorable terms or at all; our stock repurchase program may not enhance long-term stockholder value, could cause volatility in the price of our common and preferred stock and could diminish our cash reserves; and other risks and uncertainties associated with the Company’s business described in its filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All forward-looking information provided herein is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

This release should be read together with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at www.sunstonehotels.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Non-GAAP Financial Measures

We present the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance: earnings before interest expense, taxes, depreciation and amortization for real estate, or EBITDAre; Adjusted EBITDAre (as defined below); funds from operations attributable to common stockholders, or FFO attributable to common stockholders; Adjusted FFO attributable to common stockholders (as defined below); hotel Adjusted EBITDAre; and hotel Adjusted EBITDAre margins. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. In addition, our calculation of these measures may not be comparable to other companies that do not define such terms exactly the same as the Company. These non-GAAP measures are used in addition to and in conjunction with results presented in accordance with GAAP. They should not be considered as alternatives to net income (loss), cash flow from operations, or any other operating performance measure prescribed by GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

We present EBITDAre in accordance with guidelines established by the National Association of Real Estate Investment Trusts (“Nareit”), as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.” We believe EBITDAre is a useful performance measure to help investors evaluate and compare the results of our operations from period to period in comparison to our peers. Nareit defines EBITDAre as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in 5

unconsolidated affiliates caused by a decrease in the value of depreciated property in the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful information to investors regarding our operating performance, and that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. In addition, we use both EBITDAre and Adjusted EBITDAre as measures in determining the value of hotel acquisitions and dispositions.

We believe that the presentation of FFO attributable to common stockholders provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified noncash items such as real estate depreciation and amortization, any real estate impairment loss and any gain or loss on sale of real estate assets, all of which are based on historical cost accounting and may be of lesser significance in evaluating our current performance. Our presentation of FFO attributable to common stockholders conforms to Nareit’s definition of “FFO applicable to common shares.” Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current Nareit definition, or that interpret the current Nareit definition differently than we do.

We also present Adjusted FFO attributable to common stockholders when evaluating our operating performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance and may facilitate comparisons of operating performance between periods and our peer companies.

We adjust EBITDAre and FFO attributable to common stockholders for the following items, which may occur in any period, and refer to these measures as either Adjusted EBITDAre or Adjusted FFO attributable to common stockholders:

●	Amortization of deferred stock compensation: we exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels.

●	Amortization of contract intangibles: we exclude the noncash amortization of any favorable or unfavorable contract intangibles recorded in conjunction with our hotel acquisitions. We exclude the noncash amortization of contract intangibles because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.

●

Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.

●

Cumulative effect of a change in accounting principle: from time to time, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.

●

Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for the period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; the write-off of development costs associated with abandoned projects; property-level restructuring, severance, and management transition costs; pre-opening costs associated with extensive renovation projects such as the work being performed at Andaz Miami Beach; debt resolution costs; lease terminations; property insurance restoration proceeds or uninsured losses; and other nonrecurring identified adjustments.

In addition, to derive Adjusted EBITDAre, we exclude the amortization of our right-of-use assets and related lease obligations as these expenses are based on historical cost accounting and do not reflect the actual rent amounts due to the respective lessors or the underlying performance of our hotels. We also exclude the effect of gains and losses on the disposition of undepreciated assets because we believe that including them in Adjusted EBITDAre is not consistent with reflecting the ongoing performance of our assets.

To derive Adjusted FFO attributable to common stockholders, we also exclude the noncash interest on our derivatives as we believe that these items are not reflective of our ongoing finance costs. Additionally, we exclude the real estate amortization of our right-of-use assets and related lease obligations (with the exception of our corporate operating lease) as these expenses are based on historical cost accounting and do not reflect the actual rent amounts due to the respective lessors or the underlying performance of our hotels. We also exclude preferred stock redemption charges, changes to deferred tax assets, liabilities or valuation allowances, and income tax benefits or provisions associated with the application of net operating loss carryforwards, uncertain tax positions or with the sale of assets. 6

In presenting hotel Adjusted EBITDAre and hotel Adjusted EBITDAre margins, miscellaneous non-hotel items have been excluded. We believe the calculation of hotel Adjusted EBITDAre results in a more accurate presentation of the hotel Adjusted EBITDAre margins for our hotels, and that these non-GAAP financial measures are useful to investors in evaluating our property-level operating performance.

Reconciliations of net income to EBITDAre, Adjusted EBITDAre, FFO attributable to common stockholders, Adjusted FFO attributable to common stockholders, hotel Adjusted EBITDAre and hotel Adjusted EBITDAre margins are set forth in the following pages of this release.

Sunstone Hotel Investors, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share data)


	March 31,			December 31,
	2025		****	2024
	(unaudited)
ASSETS
Investment in hotel properties, net	$	2,855,188		$	2,856,032
Operating lease right-of-use assets, net		7,782			8,464
Cash and cash equivalents		72,334			107,199
Restricted cash		76,460			73,078
Accounts receivable, net		50,371			34,109
Prepaid expenses and other assets, net		34,547			27,757
Total assets	$	3,096,682		$	3,106,639

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Debt, net of unamortized deferred financing costs	$	841,559		$	841,047
Operating lease obligations		11,196			12,019
Accounts payable and accrued expenses		58,264			52,722
Dividends and distributions payable		22,742			24,137
Other liabilities		85,413			72,694
Total liabilities		1,019,174			1,002,619
Commitments and contingencies

STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 100,000,000 shares authorized:
Series G Cumulative Redeemable Preferred Stock, 2,650,000 shares issued and outstanding at both March 31, 2025 and December 31, 2024, stated at liquidation preference of $25.00 per share		66,250			66,250
6.125% Series H Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at both March 31, 2025 and December 31, 2024, stated at liquidation preference of $25.00 per share		115,000			115,000
5.70% Series I Cumulative Redeemable Preferred Stock, 4,000,000 shares issued and outstanding at both March 31, 2025 and December 31, 2024, stated at liquidation preference of $25.00 per share		100,000			100,000
Common stock, $0.01 par value, 500,000,000 shares authorized, 200,369,510 shares issued and outstanding at March 31, 2025 and 200,824,993 shares issued and outstanding at December 31, 2024		2,004			2,008
Additional paid in capital		2,385,648			2,395,702
Distributions in excess of retained earnings		(591,394)			(574,940)
Total stockholders' equity		2,077,508			2,104,020

Total liabilities and stockholders' equity	$	3,096,682		$	3,106,639

Sunstone Hotel Investors, Inc.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)


		Quarter Ended March 31,
	****	2025		2024

Revenues
Room		$	144,921	$	135,815
Food and beverage			67,128		61,339
Other operating			22,016		20,012
Total revenues			234,065		217,166
Operating expenses
Room			39,110		35,551
Food and beverage			48,821		44,315
Other operating			5,860		5,944
Advertising and promotion			13,116		12,132
Repairs and maintenance			9,685		8,710
Utilities			6,741		5,944
Franchise costs			4,459		4,205
Property tax, ground lease and insurance			18,897		18,925
Other property-level expenses			29,725		27,623
Corporate overhead			8,905		7,518
Depreciation and amortization			32,275		29,040
Total operating expenses			217,594		199,907
Interest and other income			1,564		5,453
Interest expense			(12,682)		(11,010)
Gain on sale of assets, net			—		457
Gain on extinguishment of debt			—		21
Income before income taxes			5,353		12,180
Income tax (provision) benefit, net			(98)		855
Net income			5,255		13,035
Preferred stock dividends			(3,931)		(3,683)
Income attributable to common stockholders		$	1,324	$	9,352

Basic and diluted per share amounts:
Basic and diluted income attributable to common stockholders per common share		$	0.01	$	0.05

Basic weighted average common shares outstanding			200,410		202,631
Diluted weighted average common shares outstanding			201,444		202,658

Distributions declared per common share		$	0.09	$	0.07

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

(Unaudited and in thousands)

Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre


	Quarter Ended March 31,
	2025		****	2024

Net income	$	5,255		$	13,035
Depreciation and amortization		32,275			29,040
Interest expense		12,682			11,010
Income tax provision (benefit), net		98			(855)
Gain on sale of assets, net		—			(457)
EBITDAre		50,310			51,773

Amortization of deferred stock compensation		2,064			2,770
Amortization of right-of-use assets and obligations		(141)			(11)
Gain on extinguishment of debt		—			(21)
Gain on insurance recoveries		(99)			—
Pre-opening costs		3,253			—
Management transition costs		1,869			—
Adjustments to EBITDAre, net		6,946			2,738

Adjusted EBITDAre	$	57,256		$	54,511

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

(Unaudited and in thousands, except per share data)

Reconciliation of Net Income to FFO Attributable to Common Stockholders and

Adjusted FFO Attributable to Common Stockholders


		Quarter Ended March 31,
		2025		****	2024

Net income	****	$	5,255		$	13,035
Preferred stock dividends			(3,931)			(3,683)
Real estate depreciation and amortization			31,918			28,755
Gain on sale of assets, net			—			(457)
FFO attributable to common stockholders			33,242			37,650

Amortization of deferred stock compensation			2,064			2,770
Real estate amortization of right-of-use assets and obligations			(126)			(122)
Amortization of contract intangibles, net			315			231
Noncash interest on derivatives, net			982			(2,042)
Gain on extinguishment of debt			—			(21)
Gain on insurance recoveries			(99)			—
Pre-opening costs			3,253			—
Management transition costs			1,869			—
Prior year income tax benefit, net			—			(948)
Adjustments to FFO attributable to common stockholders, net			8,258			(132)

Adjusted FFO attributable to common stockholders		$	41,500		$	37,518

FFO attributable to common stockholders per diluted share		$	0.16		$	0.19

Adjusted FFO attributable to common stockholders per diluted share		$	0.21		$	0.18

Basic weighted average shares outstanding			200,410			202,631
Shares associated with unvested restricted stock awards			1,214			665
Diluted weighted average shares outstanding			201,624			203,296

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

Guidance for Full Year 2025

(Unaudited and in thousands, except for per share amounts)

Reconciliation of Net Income to Adjusted EBITDAre


	Year Ended
	December 31, 2025
		Low	****		High

Net income	$	32,800		$	57,800
Depreciation and amortization		132,300			132,300
Interest expense		52,500			52,500
Income tax provision		1,000			1,000
Amortization of deferred stock compensation		9,000			9,000
Pre-opening costs		5,500			5,500
Management transition costs		1,900			1,900
Adjusted EBITDAre	$	235,000		$	260,000

Reconciliation of Net Income to Adjusted FFO Attributable to Common Stockholders


		Year Ended
		December 31, 2025
			Low	****		High

Net income	****	$	32,800		$	57,800
Preferred stock dividends			(16,500)			(16,500)
Real estate depreciation and amortization			131,000			131,000
Amortization of deferred stock compensation			9,000			9,000
Pre-opening costs			5,500			5,500
Management transition costs			1,900			1,900
Noncash interest on derivatives, net			1,000			1,000
Adjusted FFO attributable to common stockholders		$	164,700		$	189,700

Adjusted FFO attributable to common stockholders per diluted share		$	0.82		$	0.94

Diluted weighted average shares outstanding			201,000			201,000

Sunstone Hotel Investors, Inc.

Non-GAAP Financial Measures

Hotel Adjusted EBITDAre and Margins

(Unaudited and in thousands)


	Quarter Ended March 31,
	2025		2024

Total Portfolio Hotel Adjusted EBITDAre Margin		26.0%		24.9%
Total Portfolio Hotel Adjusted EBITDAre Margin, Excluding Andaz Miami Beach		26.2%		25.4%


Actual revenues	$	234,065	$	217,166
Prior ownership hotel revenues (1)		—		13,537
Total Portfolio Hotel Revenues		234,065		230,703
Andaz Miami Beach revenues (2)		(132)		(4,015)
Total Portfolio Hotel Revenues, Excluding Andaz Miami Beach	$	233,933	$	226,688


Net income	$	5,255	$	13,035
Non-hotel operating expenses, net (3)		(295)		(278)
Property-level adjustments (4)		3,416		(1,244)
Corporate overhead		8,905		7,518
Depreciation and amortization		32,275		29,040
Interest and other income		(1,564)		(5,453)
Interest expense		12,682		11,010
Gain on sale of assets, net		—		(457)
Gain on extinguishment of debt		—		(21)
Income tax provision (benefit), net		98		(855)
Actual Hotel Adjusted EBITDAre		60,772		52,295
Prior ownership hotel Adjusted EBITDAre (1)		—		5,104
Total Portfolio Hotel Adjusted EBITDAre		60,772		57,399
Andaz Miami Beach Adjusted EBITDAre (2)		475		238
Total Portfolio Hotel Adjusted EBITDAre, Excluding Andaz Miami Beach	$	61,247	$	57,637

(1)	Prior ownership hotel revenues and Adjusted EBITDAre include results for the Hyatt Regency San Antonio Riverwalk prior to the Company’s acquisition of the hotel in April 2024. The Company obtained prior ownership information from the previous owner of the Hyatt Regency San Antonio Riverwalk during the due diligence period before acquiring the hotel. The Company performed a limited review of the information as part of its analysis of the acquisition.
(2)	Andaz Miami Beach was undergoing a transformational renovation, and results are not comparable to the prior period.
---	---
(3)	Non-hotel operating expenses, net include the amortization of hotel real estate-related right-of-use assets and obligations.
---	---
(4)	Property-level adjustments include non-operational and nonrecurring items. Adjustments primarily include $3.3 million of pre-opening costs at Andaz Miami Beach in the first quarter of 2025 and a $1.3 million COVID-19-related relief grant received at the Marriott Boston Long Wharf in the first quarter of 2024.
---	---

Exhibit 99.2


<br><br><br><br>Supplemental Financial Information<br><br>For the quarter ended March 31, 2025<br><br>May 6, 2025<br><br>

Supplemental Financial Information May 6, 2025

Table of Contents


Corporate Profile And Disclosures Regarding Non-GAAP Financial Measures								2
Comparable Corporate Financial Information								6
Capitalization								11
Property-Level Data And Operating Statistics								14
Property-Level Revenues, Adjusted EBITDAre & Adjusted EBITDAre Margins								18

Supplemental Financial Information May 6, 2025

CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 2

Supplemental Financial Information May 6, 2025

About Sunstone

Sunstone Hotel Investors, Inc. (the “Company,” “we,” and “our”) (NYSE: SHO) is a lodging real estate investment trust (“REIT”) that as of May 6, 2025 owns 15 hotels comprised of 7,253 rooms, the majority of which are operated under nationally recognized brands. Sunstone’s strategy is to create long-term stakeholder value through the acquisition, active ownership, and disposition of well-located hotel and resort real estate.

This presentation contains unaudited information and should be read together with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at www.sunstonehotels.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Corporate Headquarters 15 Enterprise, Suite 200 Aliso Viejo, CA 92656 (949) 330-4000

Company Contacts Bryan Giglia Chief Executive Officer (949) 382-3036

Aaron Reyes Chief Financial Officer (949) 382-3018


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 3

Supplemental Financial Information May 6, 2025

Non-GAAP Financial Measures

We believe that the presentation of FFO attributable to common stockholders provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified noncash items such as real estate depreciation and amortization, any real estate impairment loss and any gain or loss on sale of real estate assets, all of which are based on historical cost accounting and may be of lesser significance in evaluating our current performance. Our presentation of FFO attributable to common stockholders conforms to the Nareit definition of “FFO applicable to common shares.” Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current Nareit definition, or that interpret the current Nareit definition differently than we do.


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 4

Supplemental Financial Information May 6, 2025

●	Amortization of deferred stock compensation: we exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels.
●	Amortization of contract intangibles: we exclude the noncash amortization of any favorable or unfavorable contract intangibles recorded in conjunction with our hotel acquisitions. We exclude the noncash amortization of contract intangibles because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.
---	---
●	Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.
---	---
●	Cumulative effect of a change in accounting principle: from time to time, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.
---	---
●	Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for the period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; the write-off of development costs associated with abandoned projects; property-level restructuring, severance, and management transition costs; pre-opening costs associated with extensive renovation projects such as the work being performed at Andaz Miami Beach; debt resolution costs; lease terminations; property insurance restoration proceeds or uninsured losses; and other nonrecurring identified adjustments.
---	---


CORPORATE PROFILE AND DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES			Page 5

Supplemental Financial Information May 6, 2025

COMPARABLE CORPORATE FINANCIAL INFORMATION


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 6

Supplemental Financial Information May 6, 2025

Comparable Consolidated Statements of Operations

Q1 2025 – Q2 2024, Trailing 12 Months


	Quarter Ended (1)								Trailing 12 Months (1)
(Unaudited and in thousands, except per share data)	March 31,		December 31,		September 30,		June 30,		Ended
	2025		2024		2024		2024		March 31, 2025
Revenues
Room	$	144,921	$	133,191	$	138,759	$	153,790	$	570,661
Food and beverage		67,128		59,650		63,866		72,552		263,196
Other operating		22,016		21,929		23,767		25,339		93,051
Total revenues		234,065		214,770		226,392		251,681		926,908

Operating Expenses
Room		39,110		36,020		37,453		37,922		150,505
Food and beverage		48,821		44,497		46,286		48,312		187,916
Other expenses		88,483		86,414		86,989		88,490		350,376
Corporate overhead		8,905		5,787		7,577		8,168		30,437
Depreciation and amortization		32,275		32,666		31,689		31,112		127,742
Total operating expenses		217,594		205,384		209,994		214,004		846,976

Interest and other income		1,564		1,873		2,350		3,503		9,290
Interest expense		(12,682)		(10,440)		(15,982)		(12,693)		(51,797)
Income before income taxes		5,353		819		2,766		28,487		37,425
Income tax (provision) benefit, net		(98)		17		(99)		(255)		(435)
Net income	$	5,255	$	836	$	2,667	$	28,232	$	36,990

(1)

Includes results for all 15 hotels owned by the Company as of March 31, 2025. Also includes prior ownership results for the Hyatt Regency San Antonio Riverwalk acquired by the Company in April 2024. The Company obtained prior ownership information from the previous owner of the Hyatt Regency San Antonio Riverwalk during the due diligence period before acquiring the hotel. The Company performed a limited review of the information as part of its analysis of the acquisition. Excludes the income tax and gain on extinguishment of debt related to hotels either sold or disposed of in prior years.


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 7

Supplemental Financial Information May 6, 2025

Comparable Reconciliation of Net Income to EBITDAre**, Adjusted EBITDAre, and Total Portfolio Hotel Adjusted EBITDA**re

Q1 2025 – Q2 2024, Trailing 12 Months


	Quarter Ended								Trailing 12 Months
	March 31,		December 31,		September 30,		June 30,		Ended
(In thousands)	2025		2024		2024		2024		March 31, 2025

Net income	$	5,255	$	836	$	3,249	$	26,142	$	35,482
Depreciation and amortization		32,275		32,666		31,689		31,112		127,742
Interest expense		12,682		10,440		15,982		12,693		51,797
Income tax provision (benefit), net		98		(17)		(483)		255		(147)
EBITDAre		50,310		43,925		50,437		70,202		214,874

Amortization of deferred stock compensation		2,064		2,075		2,430		3,181		9,750
Amortization of right-of-use assets and obligations		(141)		(154)		(153)		(107)		(555)
Gain on extinguishment of debt		—		—		—		(38)		(38)
Gain on insurance recoveries		(99)		(116)		—		(314)		(529)
Pre-opening costs		3,253		1,181		853		599		5,886
Property-level legal settlement costs		—		1,182		—		—		1,182
Management transition costs		1,869		—		—		—		1,869
Adjustments to EBITDAre, net		6,946		4,168		3,130		3,321		17,565

Adjusted EBITDAre		57,256		48,093		53,567		73,523		232,439
Acquisition hotel Adjusted EBITDAre (1)		—		—		—		2,128		2,128

Comparable Adjusted EBITDAre		57,256		48,093		53,567		75,651		234,567

Corporate-level adjustments, net (2)		3,516		1,853		2,859		1,671		9,899

Total Portfolio Hotel Adjusted EBITDAre	$	60,772	$	49,946	$	56,426	$	77,322	$	244,466

*Footnotes on page 10


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 8

Supplemental Financial Information May 6, 2025

Comparable Reconciliation of Net Income to FFO and Adjusted FFO Attributable to Common Stockholders

Q1 2025 – Q2 2024, Trailing 12 Months


	Quarter Ended								Trailing 12 Months
	March 31,		December 31,		September 30,		June 30,		Ended
(In thousands, except per share data)	2025		2024		2024		2024		March 31, 2025

Net income	$	5,255	$	836	$	3,249	$	26,142	$	35,482
Preferred stock dividends		(3,931)		(3,931)		(3,931)		(3,683)		(15,476)
Real estate depreciation and amortization		31,918		32,250		31,320		30,771		126,259
FFO attributable to common stockholders		33,242		29,155		30,638		53,230		146,265

Amortization of deferred stock compensation		2,064		2,075		2,430		3,181		9,750
Real estate amortization of right-of-use assets and obligations		(126)		(136)		(129)		(130)		(521)
Amortization of contract intangibles, net		315		314		315		287		1,231
Noncash interest on derivatives, net		982		(1,635)		3,326		(189)		2,484
Gain on extinguishment of debt		—		—		—		(38)		(38)
Gain on insurance recoveries		(99)		(116)		—		(314)		(529)
Pre-opening costs		3,253		1,181		853		599		5,886
Property-level legal settlement costs		—		1,182		—		—		1,182
Management transition costs		1,869		—		—		—		1,869
Prior year income tax benefit, net		—		—		(582)		—		(582)
Adjustments to FFO attributable to common stockholders, net		8,258		2,865		6,213		3,396		20,732

Adjusted FFO attributable to common stockholders		41,500		32,020		36,851		56,626		166,997
Acquisition hotel Adjusted FFO (1)		—		—		—		2,128		2,128

Comparable Adjusted FFO attributable to common stockholders	$	41,500	$	32,020	$	36,851	$	58,754	$	169,125

Comparable Adjusted FFO attributable to common stockholders per diluted share	$	0.21	$	0.16	$	0.18	$	0.29	$	0.84

Basic weighted average shares outstanding		200,410		200,185		201,402		202,758		201,189
Shares associated with unvested restricted stock awards		1,214		2,048		1,065		932		1,315
Diluted weighted average shares outstanding		201,624		202,233		202,467		203,690		202,504
Equity transactions (3)		(731)		(866)		(2,167)		(3,551)		(1,829)
Comparable diluted weighted average shares outstanding		200,893		201,367		200,300		200,139		200,675

*Footnotes on page 10


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 9

Supplemental Financial Information May 6, 2025

Comparable Reconciliation of Net Income to EBITDAre**, Adjusted EBITDAre, Total Portfolio Hotel Adjusted EBITDAre,**

FFO and Adjusted FFO Attributable to Common Stockholders

Q1 2025 – Q2 2024, Trailing 12 Months

(1)	Acquisition hotel Adjusted EBITDAre and Adjusted FFO include prior ownership results for the Hyatt Regency San Antonio Riverwalk acquired by the Company in April 2024.
(2)	Corporate-level adjustments, net primarily consist of corporate overhead expenses and interest and other income.
---	---
(3)	Equity transactions represent pro forma adjustments to reflect the Company's repurchases of its common stock during the first quarter of 2025 and the second, third, and fourth quarters of 2024 as if the repurchases had occurred on April 1, 2024.
---	---


COMPARABLE CORPORATE FINANCIAL INFORMATION			Page 10


	Supplemental Financial Information May 6, 2025

CAPITALIZATION


CAPITALIZATION			Page 11

Supplemental Financial Information May 6, 2025

Comparative Capitalization Q1 2025 – Q1 2024


	March 31,			December 31,			September 30,			June 30,			March 31,
(In thousands, except per share data)	2025		****	2024		****	2024		****	2024		****	2024

Common Share Price & Dividends
At the end of the quarter	$	9.41		$	11.84		$	10.32		$	10.46		$	11.14
High during quarter ended	$	12.10		$	12.38		$	10.86		$	11.09		$	11.38
Low during quarter ended	$	9.41		$	10.00		$	9.46		$	9.96		$	10.42
Common dividends per share	$	0.09		$	0.09		$	0.09		$	0.09		$	0.07

Common Shares & Units
Common shares outstanding		200,370			200,825			200,919			203,390			203,674
Units outstanding		—			—			—			—			—
Total common shares and units outstanding		200,370			200,825			200,919			203,390			203,674

Capitalization ****
Market value of common equity	$	1,885,477		$	2,377,768		$	2,073,489		$	2,127,464		$	2,268,933
Liquidation value of preferred equity - Series G		66,250			66,250			66,250			66,250			66,250
Liquidation value of preferred equity - Series H		115,000			115,000			115,000			115,000			115,000
Liquidation value of preferred equity - Series I		100,000			100,000			100,000			100,000			100,000
Total debt		845,000			845,000			817,437			817,978			818,512
Total capitalization	$	3,011,727		$	3,504,018		$	3,172,176		$	3,226,692		$	3,368,695

Total debt to total capitalization		28.1	%		24.1	%		25.8	%		25.4	%		24.3	%
Total debt and preferred equity to total capitalization		37.4	%		32.1	%		34.6	%		34.1	%		32.6	%


CAPITALIZATION			Page 12

Supplemental Financial Information May 6, 2025

Debt and Preferred Stock Summary Schedule


(In thousands)		Interest Rate /		Maturity			March 31, 2025
Unsecured Debt	****	Spread	****	Date (1)			Balance

Series A Senior Notes		4.69%		01/10/2026		$	65,000
Term Loan 3 (2)		5.77%		05/01/2026			225,000
Term Loan 4 (2)		5.52%		11/07/2026			100,000
Term Loan 1 (3)		5.32%		07/25/2027			175,000
Revolving Line of Credit		Adj. SOFR + 1.40%		07/25/2027			—
Series B Senior Notes		4.79%		01/10/2028			105,000
Term Loan 2 (3)		5.82%		01/25/2028			175,000
Total Unsecured Debt						$	845,000

Preferred Stock
Series G cumulative redeemable preferred (4)		4.125%		Perpetual		$	66,250
Series H cumulative redeemable preferred		6.125%		Perpetual			115,000
Series I cumulative redeemable preferred		5.70%		Perpetual			100,000
Total Preferred Stock						$	281,250

Debt and Preferred Statistics
				Debt Statistics			Debt and Preferred Statistics
% Fixed Rate Debt				52.7	%		64.5	%
% Floating Rate Debt				47.3	%		35.5	%
Average Interest Rate				5.45	%		5.47	%
Weighted Average Maturity of Debt				1.9 years			N/A

(1)	Maturity Date assumes the exercise of all available extensions for the Revolving Line of Credit and Term Loan 4. By extending these loans, the Company's weighted average maturity of debt increases from 1.8 years to 1.9 years.
(2)	Interest rates on Term Loan 3 and Term Loan 4 are calculated according to a leverage-based pricing grid with a range of 135 to 220 basis points over the applicable adjusted term SOFR. On April 1, 2025, the Company exercised its option to extend the maturity date for Term Loan 3 from May 2025 to May 2026. Term Loan 4 has an initial term of one year with two 6-month extensions, which would result in an extended maturity of November 2026. The interest rate for Term Loan 4 includes the effect of the Company's interest rate derivative swap.
---	---
(3)	Pursuant to the Second Amended Credit Agreement, interest rates on Term Loan 1 and Term Loan 2 are calculated on a leverage-based pricing grid ranging from 135 to 220 basis points over the applicable adjusted term SOFR. The interest rate for Term Loan 1 includes the effects of the Company's interest rate derivative swaps.
---	---
(4)	In the first two quarters of 2024, the annual dividend rate on the Series G preferred stock was the greater of 3.0% or the rate equal to the Montage Healdsburg's annual net operating income yield on the Company's total investment in the resort. Beginning in the third quarter of 2024, the dividend rate increased to the greater of 4.5% or the rate equal to the Montage Healdsburg's annual net operating income yield on the Company's total investment in the resort. In the third quarter of 2025, the dividend rate will increase to the greater of 6.5% or the rate equal to the Montage Healdsburg's annual net operating income yield on the Company's total investment in the resort.
---	---


CAPITALIZATION			Page 13

Supplemental Financial Information May 6, 2025

PROPERTY-LEVEL DATA AND OPERATING STATISTICS


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 14

Supplemental Financial Information May 6, 2025

Hotel Information as of May 6, 2025


Hotel		****	Location	****	Brand	****	Number of Rooms	****	% of Total Rooms	****	Interest	****	Year Acquired

1	Hilton San Diego Bayfront (1) (2)		California		Hilton		1,190		16%		Leasehold		2011 / 2022
2	Hyatt Regency San Francisco		California		Hyatt		821		11%		Fee Simple		2013
3	The Westin Washington, DC Downtown		Washington DC		Marriott		807		11%		Fee Simple		2005
4	Renaissance Orlando at SeaWorld®		Florida		Marriott		781		11%		Fee Simple		2005
5	Hyatt Regency San Antonio Riverwalk		Texas		Hyatt		630		9%		Fee Simple		2024
6	Wailea Beach Resort		Hawaii		Marriott		545		8%		Fee Simple		2014
7	JW Marriott New Orleans (3)		Louisiana		Marriott		501		7%		Fee Simple		2011
8	Marriott Boston Long Wharf		Massachusetts		Marriott		415		6%		Fee Simple		2007
9	Marriott Long Beach Downtown		California		Marriott		376		5%		Fee Simple		2005
10	Andaz Miami Beach (4)		Florida		Hyatt		287		4%		Fee Simple		2022
11	The Bidwell Marriott Portland		Oregon		Marriott		258		4%		Fee Simple		2000
12	Hilton New Orleans St. Charles		Louisiana		Hilton		252		3%		Fee Simple		2013
13	Oceans Edge Resort & Marina		Florida		Independent		175		2%		Fee Simple		2017
14	Montage Healdsburg (5)		California		Montage		130		2%		Fee Simple		2021
15	Four Seasons Resort Napa Valley (5)		California		Four Seasons		85		1%		Fee Simple		2021

	Total Portfolio						7,253		100%

(1)	In June 2022, the Company acquired the 25.0% noncontrolling partner's ownership interest in the Hilton San Diego Bayfront. Following this acquisition, the Company owns 100% of the hotel.
(2)	The ground lease at the Hilton San Diego Bayfront matures in 2071.
---	---
(3)	Hotel is subject to a municipal airspace lease that matures in 2044 and applies only to certain balcony space that is not integral to the hotel’s operations.
---	---
(4)	Andaz Miami Beach debuted in May 2025, following the hotel's transformative renovation and conversion from The Confidante Miami Beach.
---	---
(5)	The number of rooms excludes rooms provided by owners of the separately owned private residences at each resort who may periodically elect to participate in the applicable resort’s residential rental program.
---	---


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 15

Supplemental Financial Information May 6, 2025

Property-Level Operating Statistics

ADR, Occupancy, RevPAR and Total RevPAR (TRevPAR)

Q1 2025/2024


Hotels sorted by number of rooms	For the Quarters Ended March 31,
	ADR					Occupancy						RevPAR					TRevPAR
	2025		****	2024	2025 vs. 2024	2025	****	2024	2025 vs. 2024		2025		****	2024		2025 vs. 2024	2025		2024		2025 vs. 2024
Hilton San Diego Bayfront	$	288	$	290	(0.7)%	76.2%		81.7%	(550)	bps	$	220		$	237	(7.4)%	$	417	$	428	(2.7)%
Hyatt Regency San Francisco		317		325	(2.6)%	73.1%		65.6%	750	bps		232			213	8.6%		332		293	13.1%
The Westin Washington, DC Downtown		316		265	19.1%	69.9%		67.0%	290	bps		221			178	24.3%		340		294	15.8%
Renaissance Orlando at SeaWorld®		231		230	0.8%	79.0%		81.1%	(210)	bps		183			186	(1.8)%		379		396	(4.2)%
Hyatt Regency San Antonio Riverwalk		197		209	(5.6)%	68.6%		72.1%	(350)	bps		135			150	(10.1)%		226		236	(4.4)%
Wailea Beach Resort		664		696	(4.7)%	74.4%		81.0%	(660)	bps		494			564	(12.4)%		732		806	(9.2)%
JW Marriott New Orleans		322		272	18.5%	72.5%		68.4%	410	bps		233			186	25.6%		314		253	24.0%
Marriott Boston Long Wharf		292		286	1.9%	71.8%		67.6%	420	bps		209			193	8.2%		302		285	5.9%
Marriott Long Beach Downtown (1)		236		226	4.6%	76.4%		32.6%	4,380	bps		180			74	145.0%		255		100	153.3%
The Bidwell Marriott Portland		154		143	7.4%	73.0%		58.5%	1,450	bps		112			84	34.0%		145		120	20.9%
Hilton New Orleans St. Charles		262		198	32.0%	74.9%		80.0%	(510)	bps		196			158	23.6%		224		184	21.6%
Oceans Edge Resort & Marina		371		420	(11.6)%	84.3%		81.5%	280	bps		313			342	(8.6)%		493		513	(4.0)%
Montage Healdsburg		775		868	(10.7)%	39.1%		37.5%	160	bps		303			325	(6.9)%		613		629	(2.6)%
Four Seasons Resort Napa Valley		902		1,075	(16.1)%	43.6%		34.0%	960	bps		393			365	7.6%		805		750	7.2%

Total Portfolio, Excluding Renovation Hotel (2)		316		316	0.1%	72.9%		70.3%	260	bps		230			222	3.8%		372		357	4.3%

Add: Renovation Hotel (1)
Andaz Miami Beach		—		270	(100.0)%	0.0%		41.1%	(4,110)	bps		—			111	(100.0)%		5		130	(96.1)%

Total Portfolio (3)	$	316	$	315	0.5%	70.1%		68.9%	120	bps	$	222		$	217	2.2%	$	358	$	346	3.2%

*Footnotes on page 17


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 16

Supplemental Financial Information May 6, 2025

Property-Level Operating Statistics

Q1 2025/2024 Footnotes

(1)	Operating statistics for the first quarters of 2025 and 2024 are impacted by renovation activity at Marriott Long Beach Downtown and Andaz Miami Beach, formerly The Confidante Miami Beach. In March 2024, operations at The Confidante Miami Beach were temporarily suspended to allow for extensive renovation work to be performed. The resort resumed operations as Andaz Miami Beach in May 2025.
(2)	Total Portfolio, Excluding Renovation Hotel includes all hotels owned by the Company as of March 31, 2025, with the exception of Andaz Miami Beach due to its renovation activity during the first quarters of 2025 and 2024. Amounts included in this presentation for the Hyatt Regency San Antonio Riverwalk, acquired by the Company in April 2024, include both prior ownership results and the Company’s results. The Company obtained prior ownership information from the previous owner of the Hyatt Regency San Antonio Riverwalk during the due diligence period before acquiring the hotel. The Company performed a limited review of the information as part of its analysis of the acquisition.
---	---
(3)	Total Portfolio consists of all hotels owned by the Company as of March 31, 2025, and includes prior ownership information for the Hyatt Regency San Antonio Riverwalk as discussed in Note 2.
---	---


PROPERTY-LEVEL DATA AND OPERATING STATISTICS			Page 17

Supplemental Financial Information May 6, 2025

PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre &

ADJUSTED EBITDAre MARGINS


PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre & ADJUSTED EBITDAre MARGINS			Page 18

Supplemental Financial Information May 6, 2025

Property-Level Revenues, Adjusted EBITDAre and Adjusted EBITDAre Margins

Q1 2025/2024


Hotels sorted by number of rooms	For the Quarters Ended March 31,
	2025								2024
(In thousands)							Hotel Adjusted								Hotel Adjusted		Hotel Adjusted
	Total			Hotel Adjusted			EBITDAre		Total			Hotel Adjusted			EBITDAre		EBITDAre
	Revenues		****	EBITDAre		****	Margins	****	Revenues		****	EBITDAre		****	Margins	****	Margin Change
Hilton San Diego Bayfront	$	44,640		$	13,426		30.1%		$	46,388		$	14,314		30.9%		(80)	bps
Hyatt Regency San Francisco		24,521			2,623		10.7%			21,926			2,619		11.9%		(120)	bps
The Westin Washington, DC Downtown		24,724			7,534		30.5%			21,583			4,685		21.7%		880	bps
Renaissance Orlando at SeaWorld®		26,652			9,267		34.8%			28,140			10,127		36.0%		(120)	bps
Hyatt Regency San Antonio Riverwalk		12,798			4,604		36.0%			13,537			5,104		37.7%		(170)	bps
Wailea Beach Resort		35,898			11,990		33.4%			40,133			15,556		38.8%		(540)	bps
JW Marriott New Orleans		14,147			7,061		49.9%			11,532			4,430		38.4%		1,150	bps
Marriott Boston Long Wharf		11,291			1,936		17.1%			10,779			1,682		15.6%		150	bps
Marriott Long Beach Downtown (1)		8,613			1,915		22.2%			3,421			(2,018)		(59.0)%		8,120	bps
The Bidwell Marriott Portland		3,368			381		11.3%			2,817			204		7.2%		410	bps
Hilton New Orleans St. Charles		5,085			2,372		46.6%			4,227			1,609		38.1%		850	bps
Oceans Edge Resort & Marina		7,761			3,096		39.9%			8,174			3,606		44.1%		(420)	bps
Montage Healdsburg		7,498			(2,044)		(27.3)%			7,543			(1,579)		(20.9)%		(640)	bps
Four Seasons Resort Napa Valley		6,937			(2,914)		(42.0)%			6,488			(2,702)		(41.6)%		(40)	bps

Total Portfolio, Excluding Renovation Hotel (2)		233,933			61,247		26.2%			226,688			57,637		25.4%		80	bps

Add: Renovation Hotel (1)
Andaz Miami Beach		132			(475)		(359.8)%			4,015			(238)		(5.9)%		(35,390)	bps

Total Portfolio (3)		234,065			60,772		26.0%			230,703			57,399		24.9%		110	bps

Less: Prior Ownership (4)
Hyatt Regency San Antonio Riverwalk		—			—		N/A			(13,537)			(5,104)		37.7%		N/A

Actual Portfolio (5)	$	234,065		$	60,772		26.0%		$	217,166		$	52,295		24.1%		N/A

*Footnotes on page 20


PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre & ADJUSTED EBITDAre MARGINS			Page 19

Supplemental Financial Information May 6, 2025

Property-Level Revenues, Adjusted EBITDAre and Adjusted EBITDAre Margins

Q1 2025/2024 Footnotes

(1)	Hotel Adjusted EBITDAre for the first quarters of 2025 and 2024 is impacted by renovation activity at Marriott Long Beach Downtown and Andaz Miami Beach, formerly The Confidante Miami Beach. In March 2024, operations at The Confidante Miami Beach were temporarily suspended to allow for extensive renovation work to be performed. The resort resumed operations as Andaz Miami Beach in May 2025.
(2)	Total Portfolio, Excluding Renovation Hotel includes all hotels owned by the Company as of March 31, 2025, with the exception of Andaz Miami Beach due to its renovation activity during the first quarters of 2025 and 2024. Amounts included in this presentation for the Hyatt Regency San Antonio Riverwalk, acquired by the Company in April 2024, include both prior ownership results and the Company's results. The Company obtained prior ownership information from the previous owner of the Hyatt Regency San Antonio Riverwalk during the due diligence period before acquiring the hotel. The Company performed a limited review of the information as part of its analysis of the acquisition.
---	---
(3)	Total Portfolio consists of all hotels owned by the Company as of March 31, 2025, and includes prior ownership information for the Hyatt Regency San Antonio Riverwalk as discussed in Note 2.
---	---
(4)	Prior Ownership includes results for the Hyatt Regency San Antonio Riverwalk prior to the Company’s acquisition of the hotel in April 2024 as discussed in Note 2.
---	---
(5)	Actual Portfolio includes results for the 15 hotels and 14 hotels owned by the Company at of March 31, 2025 and 2024, respectively.
---	---


PROPERTY-LEVEL REVENUES, ADJUSTED EBITDAre & ADJUSTED EBITDAre MARGINS			Page 20