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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
☐
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
001-37389
APPLE HOSPITALITY REIT, INC.
(Exact name of registrant as specified in its charter)
Virginia
26-1379210
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
814 East Main Street
Richmond
,
Virginia
23219
(Address of principal executive offices)
(Zip Code)
(
804
)
344-8121
(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
Common Shares, no par value
APLE
New York Stock Exchange
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.
Large accelerated filer
☒
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
☒
Number of registrant’s common shares outstanding as of October 27, 2025:
236,575,692
This Form 10-Q includes references to certain trademarks or service marks. The AC Hotels by Marriott®, Aloft Hotels®, Courtyard by Marriott®, Fairfield by Marriott®, Marriott® Hotels, Residence Inn by Marriott®, SpringHill Suites by Marriott® and TownePlace Suites by Marriott® trademarks are the property of Marriott International, Inc. or one of its affiliates. The Embassy Suites by Hilton®, Hampton by Hilton®, Hilton Garden Inn®, Home2 Suites by Hilton®, Homewood Suites by Hilton® and Motto by Hilton® trademarks are the property of Hilton Worldwide Holdings Inc. or one of its affiliates. The Hyatt®, Hyatt House® and Hyatt Place® trademarks are the property of Hyatt Hotels Corporation or one of its affiliates. For convenience, the applicable trademark or service mark symbol has been omitted but will be deemed to be included wherever the above referenced terms are used.
PART I. FINANCIAL INFORMATION
Item 1. Financi
al Statements
Apple Hospitality REIT, Inc.
Consolidated B
alance Sheets
(in thousands, except share data)
September 30,
December 31,
2025
2024
(unaudited)
Assets
Investment in real estate, net of accumulated depreciation and amortization of
$
1,923,741
and $
1,821,344
, respectively
$
4,697,767
$
4,820,748
Assets held for sale
30,584
17,015
Cash and cash equivalents
50,290
10,253
Restricted cash-furniture, fixtures and other escrows
35,065
33,814
Due from third-party managers, net
52,830
34,522
Other assets, net
46,984
53,568
Total Assets
$
4,913,520
$
4,969,920
Liabilities
Debt, net
$
1,507,948
$
1,471,452
Finance lease liabilities
111,243
111,585
Accounts payable and other liabilities
104,388
121,024
Total Liabilities
1,723,579
1,704,061
Shareholders’ Equity
Preferred stock, authorized
30,000,000
shares;
none
issued and outstanding
-
-
Common stock, no par value, authorized
800,000,000
shares; issued and outstanding
236,831,958
and
239,765,905
shares, respectively
4,733,550
4,771,005
Accumulated other comprehensive income
2,844
15,587
Accumulated distributions greater than net income
(
1,546,453
)
(
1,520,733
)
Total Shareholders’ Equity
3,189,941
3,265,859
Total Liabilities and Shareholders’ Equity
$
4,913,520
$
4,969,920
See notes to consolidated financial statements.
3
Apple Hospitality REIT, Inc.
Consolidated Statements of Operatio
ns and Comprehensive Income
(Unaudited)
(in thousands, except per share data)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Revenues:
Room
$
339,986
$
346,058
$
985,439
$
998,493
Food and beverage
15,734
15,841
49,419
48,760
Other
18,158
16,944
51,092
51,179
Total revenue
373,878
378,843
1,085,950
1,098,432
Expenses:
Hotel operating expense:
Operating
93,958
93,350
272,611
268,669
Hotel administrative
32,742
31,433
95,056
92,638
Sales and marketing
32,994
33,000
96,880
96,488
Utilities
14,928
14,787
39,251
37,971
Repair and maintenance
18,210
17,863
53,658
52,331
Franchise fees
16,659
16,963
48,287
49,244
Management fees
12,469
12,546
36,651
36,156
Total hotel operating expense
221,960
219,942
642,394
633,497
Property taxes, insurance and other
22,449
20,946
68,679
63,878
General and administrative
7,528
9,190
24,820
30,839
Impairment of depreciable real estate
5,724
2,896
5,724
2,896
Depreciation and amortization
48,100
48,143
144,063
142,681
Total expense
305,761
301,117
885,680
873,791
Gain on sale of real estate
4,380
-
7,937
18,215
Operating income
72,497
77,726
208,207
242,856
Interest and other expense, net
(
21,375
)
(
21,217
)
(
61,735
)
(
57,896
)
Income before income taxes
51,122
56,509
146,472
184,960
Income tax expense
(
242
)
(
243
)
(
723
)
(
713
)
Net income
$
50,880
$
56,266
$
145,749
$
184,247
Other comprehensive loss:
Interest rate derivatives
(
1,386
)
(
16,588
)
(
12,743
)
(
15,612
)
Comprehensive income
$
49,494
$
39,678
$
133,006
$
168,635
Basic and diluted net income per common share
$
0.21
$
0.23
$
0.61
$
0.76
Weighted average common shares outstanding - basic and diluted
237,072
240,500
238,255
241,690
See notes to consolidated financial statements.
4
Apple Hospitality REIT, Inc.
Consolidated Statements
of Shareholders' Equity
(Unaudited)
(in thousands, except per share data)
Three Months Ended September 30, 2025 and 2024
Common Stock
Accumulated
Other
Accumulated Distributions
Number
of Shares
Amount
Comprehensive
Income (Loss)
Greater Than
Net Income
Total
Balance at June 30, 2025
236,990
$
4,735,003
$
4,230
$
(
1,540,448
)
$
3,198,785
Share-based compensation, net of common
shares surrendered to satisfy employee
tax withholding requirements
12
663
-
-
663
Equity issuance costs
-
(
77
)
-
-
(
77
)
Common shares repurchased
(
170
)
(
2,039
)
-
-
(
2,039
)
Interest rate derivatives
-
-
(
1,386
)
-
(
1,386
)
Net income
-
-
-
50,880
50,880
Distributions declared to shareholders ($
0.24
per share)
-
-
-
(
56,885
)
(
56,885
)
Balance at September 30, 2025
236,832
$
4,733,550
$
2,844
$
(
1,546,453
)
$
3,189,941
Balance at June 30, 2024
241,280
$
4,790,949
$
21,380
$
(
1,479,359
)
$
3,332,970
Share-based compensation, net of common
shares surrendered to satisfy employee
tax withholding requirements
12
1,042
-
-
1,042
Equity issuance costs
-
(
56
)
-
-
(
56
)
Common shares repurchased
(
1,367
)
(
19,176
)
-
-
(
19,176
)
Interest rate derivatives
-
-
(
16,588
)
-
(
16,588
)
Net income
-
-
-
56,266
56,266
Distributions declared to shareholders ($
0.24
per share)
-
-
-
(
57,589
)
(
57,589
)
Balance at September 30, 2024
239,925
$
4,772,759
$
4,792
$
(
1,480,682
)
$
3,296,869
Nine Months Ended September 30, 2025 and 2024
Common Stock
Accumulated
Other
Accumulated Distributions
Number
of Shares
Amount
Comprehensive
Income (Loss)
Greater Than
Net Income
Total
Balance at December 31, 2024
239,766
$
4,771,005
$
15,587
$
(
1,520,733
)
$
3,265,859
Share-based compensation, net of common
shares surrendered to satisfy employee
tax withholding requirements
599
8,256
-
-
8,256
Equity issuance costs
-
(
482
)
-
-
(
482
)
Common shares repurchased
(
3,533
)
(
45,229
)
-
-
(
45,229
)
Interest rate derivatives
-
-
(
12,743
)
-
(
12,743
)
Net income
-
-
-
145,749
145,749
Distributions declared to shareholders ($
0.72
per share)
-
-
-
(
171,469
)
(
171,469
)
Balance at September 30, 2025
236,832
$
4,733,550
$
2,844
$
(
1,546,453
)
$
3,189,941
Balance at December 31, 2023
241,516
$
4,794,804
$
20,404
$
(
1,491,227
)
$
3,323,981
Share-based compensation, net of common
shares surrendered to satisfy employee
tax withholding requirements
854
13,054
-
-
13,054
Equity issuance costs
-
(
447
)
-
-
(
447
)
Common shares repurchased
(
2,445
)
(
34,652
)
-
-
(
34,652
)
Interest rate derivatives
-
-
(
15,612
)
-
(
15,612
)
Net income
-
-
-
184,247
184,247
Distributions declared to shareholders ($
0.72
per share)
-
-
-
(
173,702
)
(
173,702
)
Balance at September 30, 2024
239,925
$
4,772,759
$
4,792
$
(
1,480,682
)
$
3,296,869
See notes to consolidated financial statements.
5
Apple Hospitality REIT, Inc.
Consolidated Statem
ents of Cash Flows
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
2025
2024
Cash flows from operating activities:
Net income
$
145,749
$
184,247
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
144,063
142,681
Impairment of depreciable real estate
5,724
2,896
Gain on sale of real estate
(
7,937
)
(
18,215
)
Other non-cash expenses, net
5,132
6,290
Changes in operating assets and liabilities:
Increase in due from third-party managers, net
(
18,320
)
(
21,521
)
(Decrease) increase in other assets, net
(
1,513
)
320
Increase in accounts payable and other liabilities
11,481
13,447
Net cash provided by operating activities
284,379
310,145
Cash flows from investing activities:
Acquisition of hotel properties, net
(
18,871
)
(
197,349
)
Disbursements for potential acquisitions, net
(
3,661
)
-
Capital improvements
(
58,809
)
(
59,577
)
Net proceeds from sale of real estate
36,242
40,056
Net cash used in investing activities
(
45,099
)
(
216,870
)
Cash flows from financing activities:
Repurchases of common shares
(
45,229
)
(
34,652
)
Common shares surrendered to satisfy employee withholding requirements
(
3,275
)
(
5,050
)
Distributions paid to common shareholders
(
183,477
)
(
185,881
)
Equity issuance costs
(
422
)
(
422
)
Proceeds from revolving credit facility
173,000
360,900
Payments on revolving credit facility
(
255,500
)
(
250,400
)
Proceeds from term loans and senior notes
385,000
45,000
Payments on term loans and senior notes
(
225,000
)
-
Payments of mortgage debt and other loans
(
39,071
)
(
26,488
)
Principal payments on finance leases
(
501
)
(
360
)
Financing costs
(
3,517
)
(
823
)
Net cash used in financing activities
(
197,992
)
(
98,176
)
Net change in cash, cash equivalents and restricted cash
41,288
(
4,901
)
Cash, cash equivalents and restricted cash, beginning of period
44,067
43,618
Cash, cash equivalents and restricted cash, end of period
$
85,355
$
38,717
Supplemental cash flow information:
Interest paid, net
$
59,895
$
56,233
Income taxes paid
$
1,009
$
780
Supplemental disclosure of noncash investing and financing activities:
Accrued distribution to common shareholders
$
18,927
$
19,162
Accrued capital expenditures
$
4,576
$
3,954
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period
$
10,253
$
10,287
Restricted cash-furniture, fixtures and other escrows, beginning of period
33,814
33,331
Cash, cash equivalents and restricted cash, beginning of period
$
44,067
$
43,618
Cash and cash equivalents, end of period
$
50,290
$
6,147
Restricted cash-furniture, fixtures and other escrows, end of period
35,065
32,570
Cash, cash equivalents and restricted cash, end of period
$
85,355
$
38,717
See notes to consolidated financial statements.
6
Apple Hospitality REIT, Inc.
Notes to Consolidated
Financial Statements
(Unaudited)
1. Organization and Summary of Significant Accounting Policies
Organization
Apple Hospitality REIT, Inc., formed in November 2007 as a Virginia corporation, together with its wholly-owned subsidiaries (the “Company”), is a self-advised real estate investment trust (“REIT”) that invests in income-producing real estate, primarily in the lodging sector, in the United States (“U.S.”). The Company’s fiscal year end is December 31. The Company has no foreign operations or assets, and its operating structure includes only
one
reportable segment. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. Although the Company has interests in potential variable interest entities through its purchase commitments, it is not the primary beneficiary as the Company does not have any elements of power in the decision-making process of these entities; therefore, the Company does not consolidate the entities. As of
September 30, 2025
, the Company owned
220
hotels with an aggregate of
29,687
guest rooms located in
37
states and the District of Columbi
a (“D.C.”), including four hotels with
367
guest rooms classified as held for sale which
are expected to be sold in the fourth quarter of 2025.
The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “APLE.”
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include all of the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the twelve-month period ending December 31, 2025
.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Net Income Per Common Share
Basic net income per common share is computed based upon the weighted average number of shares outstanding during the period. Diluted net income per common share is calculated after giving effect to all potential common shares that were dilutive and outstanding for the period. Basic and diluted net income per common share were the same for each of the periods presented.
Accounting Standards Recently Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses and other segment items on an annual and interim basis and disclosure in interim periods about a reportable segment’s profit or loss and assets that were previously only required annually. Additionally, it requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”) and requires a public entity that has a single reportable segment to provide all disclosures required by the amendments in this ASU and all existing segment disclosures in Topic 280. This ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard was effective for fiscal years beginning after December 15, 2023; therefore, it was adopted by the Company within its 2024 Form 10-K. The new standard is effective for interim periods within fiscal years beginning after December 15, 2024. Early adoption was permitted. The adoption of this ASU only impacted disclosures in the notes to the Company’s consolidated financial statements but had no impact on the Company’s consolidated financial statements. See Note 9 for the Company’s interim segment disclosures in accordance with the adoption of this ASU.
Accounting Standards Recently Issued
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on income tax disclosures around effective tax rates and cash income taxes paid. This update requires disclosure, on an annual basis, of a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with
7
certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of September 30, 2025, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact the notes to the Company’s consolidated financial statements by requiring additional disclosure but will have no impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which focuses on improving the disclosures about a public business entity’s amounts and types of expenses. The update mandates that an entity disclose the amounts of specific natural expense categories—such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion—within relevant expense captions presented on the face of the income statement. Additionally, an entity must disclose qualitative descriptions of the composition of any remaining expense not separately disaggregated and disclose the total amount of selling expenses, and in annual reporting periods, its definition of selling expenses. The new standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2027 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of September 30, 2025
, the Company has not adopted this ASU and is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and related disclosures.
2. Investment in Real Estate
The Company’s investment in real estate consisted of the following (in thousands):
September 30,
December 31,
2025
2024
Land
$
832,955
$
839,187
Building and improvements
5,039,143
5,064,866
Furniture, fixtures and equipment
620,980
610,062
Finance ground lease assets
102,084
102,084
Franchise fees
26,346
25,893
6,621,508
6,642,092
Less accumulated depreciation and amortization
(
1,923,741
)
(
1,821,344
)
Investment in real estate, net
$
4,697,767
$
4,820,748
As of September 30, 2025, the Company owned
220
hotels with an aggregate of
29,687
guest rooms located in
37
states and the District of Columbi
a, including
four
hotels with
367
guest rooms classified as held for sale which are expected to be sold in the fourth quarter of 2025.
Also included in the Company’s hotel and guest room counts as of September 30, 2025
is its independent boutique hotel in New York, New York (the “New York Property”). On April 4, 2025, the Company recovered possession of this property and reinstated operations of the hotel's
209
guest rooms through a third-party manager engaged by the Company. From May 2023 through March 2025, the Company classified the property as a “non-hotel property” and excluded it from hotel and guest room counts, as it was leased to a third-party hotel operator. Following the third-party hotel operator's failure to make lease payments, the Company commenced legal proceedings in 2024 to remove the third-party hotel operator from possession of the property. In April 2025, the Company and the third-party hotel operator entered into an agreement to mutually release all claims, to terminate the lease and for the third-party hotel operator to voluntarily surrender possession of the property back to the Company.
As of September 30, 2025
, the Company leases all of its
220
hotels to its wholly-owned taxable REIT subsidiary (or a subsidiary thereof) under a master hotel lease agreement.
Acquisitions
The Company acquired
one
hotel during the
nine months ended September 30, 2025
for a gross purchase price of approximately $
18.8
million. The hotel, which was purchased on June 10, 2025, is a Homewood Suites in Tampa, Florida with
126
guest rooms, managed by Hersha Hospitality Management (“HHM”). T
he Company utilized proceeds from a 1031 Exchange (as defined below) and borrowings under its Revolving Credit Facility (as defined below) to purchase the Tampa, Florida hotel. For this hotel, the amount of revenue and operating income included in the Company’s consolidated statement of operations from the date of acquisition through September 30, 2025
was approximately $
1.4
million and $
0.1
million, respectively.
8
During the year ended December 31, 2024
, the Company acquired
two
hotels, both acquired during the
nine months ended September 30, 2024
.
The following table sets forth the location, brand, manager, date acquired, number of guest rooms and gross purchase price, excluding transaction costs, for each property. All dollar amounts are in thousands.
City
State
Brand
Manager
Date
Acquired
Guest Rooms
Gross
Purchase
Price
Washington, D.C.
N/A
AC Hotels
HHM
3/25/2024
234
$
116,804
Madison
WI
Embassy Suites
Raymond
6/20/2024
262
79,516
496
$
196,320
During 2024, the Company utilized proceeds from the sale of hotels and borrowings under its Revolving Credit Facility to purchase the Washington, D.C. and Madison, Wisconsin hotels.
The acquisitions of these properties were accounted for as acquisitions of asset groups, whereby costs incurred to effect the acquisitions (which were not significant) were capitalized as part of the cost of the assets acquired.
3. Assets Held for Sale and Dispositions
Assets Held for Sale
During the third quarter of 2025,
the Company entered into three purchase and sale agreements with two unrelated parties for the sale of
four
hotels for a combined gross sales price of $
36.4
million.
Since the buyer under each contract completed its due diligence and made a non-refundable deposit, as of September 30, 2025, the Company classified these
four
hotels as assets held for sale on its consolidated balance sheet. As of
September 30, 2025,
two
of these hotels were recorded at their respective carrying values, each of which was less than its contract price, net of costs to sell.
The other
two
hotels held for sale
were recorded
at their respective estimated fair values less costs to sell, based on the contracted sales prices as described below, resulting in an impairment loss recognized during the third quarter of 2025. All
four
hotels are
expected to be sold in the fourth quarter of 2025.
Dispositions
During the nine months ended September 30, 2025
, the Company sold
three
hotels to three unrelated parties for a combined gross sales price of approximately $
37.0
million, resulting in a combined gain on the sales of approximately $
7.9
million, net of transaction costs, which is included in the Company’s consolidated statement of operations for the
nine months ended September 30, 2025
. The
three
hotels had a total carrying value of approximately $
28.2
million at their respective times of sale.
The following table lists the three hotels sold in 2025:
City
State
Brand
Date Sold
Guest Rooms
Chattanooga
TN
Homewood Suites
2/12/2025
76
Indianapolis
IN
SpringHill Suites
3/19/2025
130
Houston
TX
Marriott
8/18/2025
206
412
During the year ended December 31, 2024, the Company sold
six
hotels to five unrelated parties for a combined gross sales price of approximately $
63.4
million, resulting in a combined gain on the sales of approximately $
19.7
million, net of transaction costs, which was included in the Company’s consolidated statement of operations for the year ended December 31, 2024. The
six
hotels had a total carrying value of approximately $
42.6
million at their respective times of sale. The following table lists the six hotels sold in 2024:
City
State
Brand
Date Sold
Guest Rooms
Rogers
AR
Hampton
2/9/2024
122
Rogers
AR
Homewood Suites
2/9/2024
126
Greensboro
NC
SpringHill Suites
5/21/2024
82
Wichita
KS
Courtyard
11/12/2024
90
Knoxville
TN
TownePlace Suites
12/3/2024
97
Austin
TX
Hilton Garden Inn
12/31/2024
117
634
Excluding gains on sale of real estate, the Company’s consolidated statements of operations include operating losses of approximately $(
3.8
) million and $(
0.1
) million for the
nine months ended September 30, 2025 and 2024
, respectively, relating to the results of operations of the
13
hotels noted above (the
four
hotels classified as held for sale at September 30, 2025, the
three
hotels
9
sold
in the first nine months of 2025, and the
six
hotels sold in 2024) for the period of ownership. The sale of these properties does not represent a strategic shift that has, or will have, a major effect on the Company’s operations and financial results; therefore, the operating results for the period of ownership of these properties are included in income from continuing operations for the
three and nine months ended September 30, 2025 and 2024, as applicable.
The net proceeds from the sale of the
one
hotel in February 2025 were used for share repurchases and other general corporate purposes, while a
portion of the proceeds from the sale of the hotel in March 2025 was used to complete a like-kind exchange, in accordance with Section 1031 of the Internal R
evenue Code of 1986, as amended (“1031 Exchange”), for the acquisition of the Homewood Suites in Tampa, Florida, as discussed above in Note 2, which resulted in the deferral of taxable gains of approximately $
2.4
million
. Similarly, a portion of the proceeds from the anticipated fourth quarter
sales of
two
of the
four
hotels held for sale at September 30, 2025, is expected to be used to complete a 1031 Exchange
for the future acquisition of the Motto in Nashville, Tennessee, which is currently under development and anticipated to be completed in December 2025
, as discussed below in Note 10. This 1031 Exchange will result in the deferral of taxable gains of approximately $
3.3
million
. A
portion of the proceeds from the sale of the
two
hotels in February 2024 was used to complete a 1031 Exchange, for the acquisition of the AC Hotel in Washington, D.C. as discussed above in Note 2, which resulted in the deferral of taxable gains of $
15.1
million. The net proceeds from the sale of the remaining
four
hotels in 2024 were used for share repurchases and other general corporate purposes.
Impairment of Depreciable Real Estate
During the third quarter of 2025, the Company identified indicators of impairment at
two
properties. The properties, which were held for sale as of September 30, 2025, were identified for potential sale in August 2025, and the Company entered into a purchase and sale agreement with an unrelated party for the sale of the hotels for an aggregate gross sales price of $
16.1
million. As a result, the Company recognized a total impairment loss of approximately
$
5.7
million
for these properties in the third quarter of 2025, to adjust the carrying values of the hotels to their respective estimated fair values less costs to sell, which were based on the contracted sales prices, Level 2 inputs under the fair value hierarchy. The Company plans to complete the sale of the hotels in the fourth quarter of 2025.
During the third quarter of 2024, the Company identified indicators of impairment at
two
properties. The two properties were separately identified for potential sale in August and October 2024, and the Company entered into purchase and sale agreements with unrelated parties for the sale of the hotels for a combined gross sales price of $
13.5
million. As a result, the Company recognized a total impairment loss of approximately $
2.9
million for these properties in the third quarter of 2024, to adjust the carrying value of the hotels to their estimated fair values less costs to sell, which were based on the contracted sales prices, Level 2 inputs under the fair value hierarchy. The Company completed the sale of one of these hotels in November 2024 and the other in December 2024.
4. Debt
Summary
As of
September 30, 2025 and December 31, 2024, the Company’s debt consisted of the following (in thousands):
September 30,
2025
December 31,
2024
Revolving credit facility
$
-
$
82,500
Term loans and senior notes, net
1,293,287
1,135,175
Mortgage debt, net
214,661
253,777
Debt, net
$
1,507,948
$
1,471,452
The aggregate amounts of principal payable under the Company’s total debt obligations as of
September 30, 2025 (including the Revolving Credit Facility (if any) (as defined below), term loans, senior notes and mortgage debt), for the remainder of this fiscal year, each of the next four fiscal years and thereafter are as follows (in thousands):
2025 (October - December)
$
30,963
2026
204,649
2027
278,602
2028
334,066
2029
162,294
Thereafter
504,654
1,515,228
Unamortized debt issuance costs
(
7,280
)
Total
$
1,507,948
10
The Company uses interest rate swaps to manage its interest rate risk on a portion of its variable-rate debt. Throughout the terms of these interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the annual Secured Overnight Financing Rate (“SOFR”) for a one-month term (“one-month SOFR”) with nine out of the eleven swaps also includi
ng
an additional
0.10
% SOFR spread adjustment
. The swaps are designed to effectively fix the interest payments on variable-rate debt instruments. See Note 5 for more information on the interest rate swap agreements. The Company’s total fixed-rate and variable-rate debt, after giving effect to its interest rate swaps in effect as of September 30, 2025 and December 31, 2024, is set forth below. All dollar amounts are in thousands.
September 30,
2025
Percentage
December 31,
2024
Percentage
Fixed-rate debt
(1)
$
1,025,228
68
%
$
1,114,300
75
%
Variable-rate debt
490,000
32
%
362,500
25
%
Total
$
1,515,228
$
1,476,800
Weighted-average interest rate of debt
4.82
%
4.71
%
(1)
Fixed-rate debt includes the portion of variable-rate debt where the interest payments have been effectively fixed by interest rate swaps as of the respective balance sheet date. See Note
5
for more information on the interest rate swap agreements.
Credit Facilities
$225 Million Term Loan Facility
Prior to the Company’s full repayment in July 2025 (as discussed below under “$
385
Million Term Loan Facility”), the Company utilized an unsecured $
225
million term loan facility that was comprised of (i) a $
50
million term loan with a maturity date of
August 2, 2025
and (ii) a $
175
million term loan with a maturity date of
August 2, 2025
(the term loans described in clauses (i) and (ii) are referred to together as the “$225 million term loan facility”)
. The Company was permitted to make voluntary prepayments, in whole or in part, at any time, subject to certain conditions. Interest payments on the $
225
million term loan facility were due monthly and the interest rate, subject to certain exceptions, was equal to an annual rate of the
one-month SOFR plus a
0.10
% SOFR spread adjustment
plus a margin ranging from
1.35
% to
2.50
%, based upon the Company’s leverage ratio, as calculated under the terms of the credit agreement.
$385 Million Term Loan Facility
On July 24, 2025, the Company entered into a new term loan facility with a principal amount
of $
385
million and
a maturity date of
July 31, 2030
(the “
$
385
million term loan facility”). At closing, the Company repaid all amounts outstanding under the
$
225
million term loan facility with proceeds from the $
385
million term loan facility, resulting in an additional $
160
million funded at closing, which was used to repay
the balance outstanding under the Revolving Credit Facility.
The outstanding principal under the $
385
million term loan facility bears interest at an annual variable rate equal to a term SOFR, based on the interest period options elected by the Company, plus a margin ranging from
1.35
% to
2.20
%, based on the Company's leverage ratio as calculated under the terms of the credit agreement. Historically, the Company has elected to pay interest monthly at an annual rate equal to the
one-month SOFR plus the applicable margin
.
$130 Million Term Loan Facility
On July 17, 2024, the Company amended its existing $
85
million term loan facility, that had a maturity date of
July 25, 2024
, which increased the amount of the term loan facility to $
130
million, with the additional $
45
million funded at closing (the “$
130
million term loan facility”), and extended the maturity date to
July 25, 2026
. The interest rate under the $
130
million term loan facility, subject to certain exceptions, has historically been equal to an annual rate of the
one-month SOFR plus a
0.10
% SOFR spread adjustment
plus a margin ranging from
1.35
% to
2.20
%, based on the Company's leverage ratio, as calculated under the terms of the amended credit agreement. Subject to certain conditions, including covenant compliance and payment of additional fees, the maturity date of the $
130
million term loan facility may be extended by the Company to July 25, 2027.
11
As of
September 30, 2025 and December 31, 2024, the details of the Company’s unsecured credit facilities were as set forth in the table below. All dollar amounts are in thousands.
Outstanding Balance
Interest Rate
Maturity
Date
September 30, 2025
December 31, 2024
Revolving credit facility
(1)
SOFR +
0.10
% +
1.40
% to
2.25
%
7/25/2026
(2)
$
-
$
82,500
Term loans and senior notes
$275 million term loan
SOFR +
0.10
% +
1.35
% to
2.20
%
7/25/2027
275,000
275,000
$300 million term loan
SOFR +
0.10
% +
1.35
% to
2.20
%
1/31/2028
300,000
300,000
$50 million term loan
SOFR +
0.10
% +
1.35
% to
2.20
%
8/2/2025
(3)
-
50,000
$175 million term loan
SOFR +
0.10
% +
1.65
% to
2.50
%
8/2/2025
(3)
-
175,000
$385 million term loan
SOFR +
1.35
% to
2.20
%
7/31/2030
385,000
-
$130 million term loan
SOFR +
0.10
% +
1.35
% to
2.20
%
7/25/2026
(4)
130,000
130,000
$85 million term loan
SOFR +
0.10
% +
1.70
% to
2.55
%
12/31/2029
85,000
85,000
$50 million senior notes
3.60
% to
4.35
%
3/31/2030
50,000
50,000
$75 million senior notes
4.88
% to
5.63
%
6/2/2029
75,000
75,000
Term loans and senior notes at stated value
1,300,000
1,140,000
Unamortized debt issuance costs
(
6,713
)
(
4,825
)
Term loans and senior notes, net
1,293,287
1,135,175
Credit facilities, net
(1)
$
1,293,287
$
1,217,675
Weighted-average interest rate
(5)
4.98
%
4.88
%
(1)
Excludes unamortized debt issuance costs related to the Revolving Credit Facility (as defined below) totaling approximately $
1.2
million and $
2.1
million as of
September 30, 2025 and December 31, 2024, respectively, which are included in other assets, net in the Company’s consolidated balance sheets.
(2)
The Revolving Credit Facility
matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension, however, it plans to pursue refinancing of the maturing debt.
(3)
On July 24, 2025, the Company repaid all amounts outstanding under the $
225
million term loan facility and entered into a new term loan facility with a principal amount of $
385
million and a maturity date of
July 31, 2030
. See the “$385 Million Term Loan Facility” section above for details.
(4)
This loan matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension
, however, it plans to pursue refinancing of the maturing debt
.
(5)
Interest rate represents the weighted-average effective annual interest rate at the balance sheet date which includes the effect of interest rate swaps in effect on
$
685.0
million
and $
735.0
million of the outstanding variable-rate debt as of
September 30, 2025 and December 31, 2024, respectively. See Note 5
for more information on the interest rate swap agreements. The one-month
SOFR
on
September 30, 2025 and December 31, 2024
was
4.13
% and
4.33
%, respectively.
12
For the unsecured credit facilities noted in the table above, the Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions. The revolving credit facility has a maximum borrowing capacity of $
650
million (the “Revolving Credit Facility”). Subject to certain conditions, including covenant compliance and payment of additional fees, the Revolving Credit Facility maturity date may be extended up to one year. As of
September 30, 2025, the Company had availability of approximately
$
647.9
million
under the Revolving Credit Facility after taking a $
2.1
million letter of credit into account. The Company is also required to pay quarterly an unused facility fee at an annual rate of
0.20
% or
0.25
% on the unused portion of the Revolving Credit Facility, based on the amount of borrowings outstanding during the quarter. Interest on the Revolving Credit Facility and the unsecured term loans, subject to certain exceptions, is generally payable monthly, with interest rates typically equal to the
one-month SOFR plus a
0.10
% SOFR spread adjustment
plus a margin (margin ranges shown in the table above), based upon the Company’s leverage ratio, as calculated under the terms of each respective credit agreement, with the exception of the $
385
million term loan facility, which is determined in the same manner as all other unsecured term loans but without a
0.10
% SOFR spread adjustment. Interest payments on the senior notes are due quarterly, and the interest rates, subject to certain exceptions, have a range of annual rates (shown in the table above) based on the Company’s leverage ratio, as calculated under the terms of each respective note agreement.
Credit Facilities Covenants
The credit agreements governing the unsecured credit facilities contain customary affirmative and negative covenants, restrictions on certain investments and events of default. The credit agreements require that the Company comply with various covenants, which include, among others, a minimum tangible net worth, maximum debt limits, minimum interest and fixed charge coverage ratios, and restrictions on certain investments. Refer to Note 4 of the Company’s 2024 Form 10-K for additional details. The Company was in compliance with the applicable covenants as of
September 30, 2025
.
Mortgage Debt
As of
September 30, 2025, the Company had approximately
$
215.2
million
in outstanding mortgage debt secured by
12
properties with
maturity dates ranging from October 2025 to May 2038, and both
stated interest rates and effective interest rates ranging from
3.40
% to
4.37
%. The loans generally provide for monthly payments of principal and interest on an amortized basis and defeasance or prepayment penalties if prepaid. The following table sets forth the hotel properties securing each loan, the interest rate, loan assumption or origination date, maturity date, the principal amount assumed or originated, and the outstanding balance prior to any fair value adjustments or debt issuance costs as of
September 30, 2025 and December 31, 2024 for each of the Company’s mortgage debt obligations. All dollar amounts are in thousands.
Location
Brand
Interest
Rate
(1)
Loan
Assumption
or
Origination
Date
Maturity
Date
Principal
Assumed
or
Originated
Outstanding
balance
as of
September 30,
2025
Outstanding
balance
as of
December 31,
2024
Westford, MA
Residence Inn
4.28
%
3/18/2015
4/11/2025
(2)
10,000
-
7,391
Denver, CO
Hilton Garden Inn
4.46
%
9/1/2016
6/11/2025
(2)
34,118
-
26,229
Oceanside, CA
Courtyard
4.28
%
9/1/2016
10/1/2025
(2)
13,655
11,041
11,381
Omaha, NE
Hilton Garden Inn
4.28
%
9/1/2016
10/1/2025
(2)
22,681
18,340
18,904
Boise, ID
Hampton
4.37
%
5/26/2016
6/11/2026
(3)
24,000
19,743
20,156
Burbank, CA
Courtyard
3.55
%
11/3/2016
12/1/2026
25,564
19,056
19,698
San Diego, CA
Courtyard
3.55
%
11/3/2016
12/1/2026
25,473
18,989
19,628
San Diego, CA
Hampton
3.55
%
11/3/2016
12/1/2026
18,963
14,136
14,611
Burbank, CA
SpringHill Suites
3.94
%
3/9/2018
4/1/2028
28,470
22,723
23,385
Santa Ana, CA
Courtyard
3.94
%
3/9/2018
4/1/2028
15,530
12,395
12,756
Richmond, VA
Courtyard
3.40
%
2/12/2020
3/11/2030
14,950
13,259
13,509
Richmond, VA
Residence Inn
3.40
%
2/12/2020
3/11/2030
14,950
13,259
13,509
Portland, ME
Residence Inn
3.43
%
3/2/2020
3/1/2032
33,500
30,500
30,500
San Jose, CA
Homewood Suites
4.22
%
12/22/2017
5/1/2038
30,000
21,787
22,643
$
311,854
215,228
254,300
Unamortized fair value adjustment of assumed debt
-
192
Unamortized debt issuance costs
(
567
)
(
715
)
Total
$
214,661
$
253,777
(1)
Interest rates are the rates per the loan agreement. For loans assumed, the Company adjusted the interest rates per the loan agreement to market rates and amortized the adjustments to interest expense over the life of the loan.
(2)
Represents date loan was repaid in full.
(3)
The Company plans to pay the outstanding amount and service payments due upon the upcoming debt maturity date using funds from operations, borrowings under its Revolving Credit Facility and/or proceeds from new financing.
13
5. Fair Value of Financial Instruments
Except as described below, the carrying value of the Company’s financial instruments approximates fair value due to the short-term nature of these financial instruments.
Debt
The Company estimates the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates consistent with the maturity of a debt obligation with similar credit terms and credit characteristics, which are Level 3 inputs under the fair value hierarchy. Market rates take into consideration general market conditions and maturity. As of September 30, 2025, both the carrying value and the estimated fair value of the Company’s debt were approximately
$
1.5
billion
. As of December 31, 2024
, the carrying value and estimated fair value of the Company’s debt were approximately $
1.5
billion and $
1.4
billion, respectively. Both the carrying value and the estimated fair value of the Company’s debt (as discussed above) are net of unamortized debt issuance costs related to term loans, senior notes and mortgage debt for each specific year.
Derivative Instruments
Currently, the Company uses interest rate swaps to manage its interest rate risk on variable-rate debt. Throughout the terms of these interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the
one-month SOFR with nine out of the eleven swaps also including an additional
0.10
%
SOFR
spread adjustment
. The swaps are designed to effectively fix the interest payments on variable-rate debt instruments. These swap instruments are recorded at fair value and, if in an asset position, are included in other assets, net, and, if in a liability position, are included in accounts payable and other liabilities in the Company’s consolidated balance sheets. The fair values of the Company’s interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
The following table sets forth information for each of the Company’s interest rate swap agreements outstanding as of
September 30, 2025 and December 31, 2024. All dollar amounts are in thousands.
Fair Value Asset (Liability)
Notional Amount at
September 30, 2025
Origination
Date
Effective
Date
Maturity
Date
Swap Fixed
Interest
Rate
September 30,
2025
December 31,
2024
Active interest rate swaps designated as cash flow hedges at September 30, 2025:
$
75,000
8/21/2019
5/18/2021
5/18/2026
1.29
%
$
1,204
$
2,924
125,000
11/3/2023
11/3/2023
11/18/2026
4.51
%
(
1,215
)
(
860
)
50,000
8/2/2024
8/2/2024
8/18/2027
3.63
%
(
162
)
590
50,000
8/1/2024
8/5/2024
8/31/2027
3.84
%
(
357
)
344
50,000
3/17/2023
3/20/2023
3/18/2028
3.50
%
(
101
)
910
50,000
3/17/2023
3/20/2023
3/20/2028
3.49
%
(
104
)
900
50,000
8/1/2024
8/5/2024
8/18/2028
3.75
%
(
499
)
554
50,000
8/1/2025
8/1/2025
8/31/2028
3.38
%
(
90
)
-
50,000
8/1/2025
8/1/2025
8/31/2028
3.38
%
(
98
)
-
50,000
7/11/2024
7/18/2024
7/18/2029
3.96
%
(
987
)
270
85,000
12/31/2019
12/31/2019
12/31/2029
1.87
%
5,253
8,510
685,000
2,844
14,142
Matured interest rate swaps at September 30, 2025:
75,000
8/21/2019
5/18/2020
5/18/2025
1.26
%
-
887
50,000
6/1/2018
1/31/2019
6/30/2025
2.88
%
-
361
25,000
12/6/2018
1/31/2020
6/30/2025
2.74
%
-
197
150,000
-
1,445
$
835,000
$
2,844
$
15,587
The Company assesses, both at inception and on an ongoing basis, the effectiveness of its qualifying cash flow hedges. As of September 30, 2025
, all
11
active interest rate swap agreements listed above were designated as cash flow hedges. The change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of shareholders’ equity in the Company’s consolidated balance sheets.
14
Amounts reported in accumulated other comprehensive income will be reclassified to interest and other expense, net as interest payments are made or received on the Company’s variable-rate derivatives. The Company estimates that approximately $
2.0
million of net unrealized gains included in accumulated other comprehensive income at
September 30, 2025 will be reclassified as a decrease to interest and other expense, net within the next 12 months.
The following table presents the effect of derivative instruments in cash flow hedging relationships in the Company’s consolidated statements of operations and comprehensive income for the
three and nine months ended September 30, 2025 and 2024 (in thousands):
Net Unrealized Gain (Loss) Recognized in Other Comprehensive Loss
Net Unrealized Gain Reclassified from Accumulated Other Comprehensive Income to Interest and Other Expense, net
Three Months Ended September 30,
Three Months Ended September 30,
2025
2024
2025
2024
Interest rate derivatives in cash flow
hedging relationships
$
457
$
(
11,741
)
$
1,843
$
4,847
Net Unrealized Gain (Loss) Recognized in Other Comprehensive Loss
Net Unrealized Gain Reclassified from Accumulated Other Comprehensive Income to Interest and Other Expense, net
Nine Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Interest rate derivatives in cash flow
hedging relationships
$
(
6,076
)
$
1,094
$
6,667
$
16,706
6. Related Parties
The Company has engaged in, and is expected to continue to engage in, transactions with related parties. These transactions cannot be construed as being at arm’s length, and the results of the Company’s operations may have been different if these transactions were conducted with non-related parties. There have been no changes to the contracts and relationships discussed in the 2024 Form 10-K. Below is a summary of the significant related party relationships in effect during the nine months ended September 30, 2025 and 2024.
Glade M. Knight, Executive Chairman of the Company, owns Apple Realty Group, Inc. (“ARG”), which receives support services from the Company and reimburses the Company for the cost of these services as discussed below. Mr. Knight is also currently a partner and Chief Executive Officer of Energy 11 GP, LLC and Energy Resources 12 GP, LLC, which are the respective general partners of Energy 11, L.P. and Energy Resources 12, L.P., each of which receives support services from ARG.
The Company provides support services, including the use of the Company’s employees and corporate office, to ARG and is reimbursed by ARG for the cost of these services. Under this cost sharing structure, amounts reimbursed to the Company include both compensation for personnel and office related costs (including office rent, utilities, office supplies, etc.) used by ARG. The amounts reimbursed to the Company are based on the actual costs of the services and a good faith estimate of the proportionate amount of time incurred by the Company’s employees on behalf of ARG. Total reimbursed costs allocated by the Company to ARG for the nine months ended September 30, 2025 and 2024
totaled approximately $
0.9
million and $
1.0
million, respectively, and are recorded as a reduction to general and administrative expenses in the Company’s consolidated statements of operations.
As part of the cost sharing arrangement, certain day-to-day transactions may result in amounts due to or from the Company and ARG.
To efficiently manage cash disbursements, the Company or ARG may make payments for the other company. Under this cash management process, each company may advance or defer up to $
1
million at any time. Each quarter, any outstanding amounts are settled between the companies. This process allows each company to minimize its cash on hand and reduces the cost for each company. The amounts outstanding at any point in time are not significant to either of the companies.
As of
September 30, 2025 and December 31, 2024
, total amounts due from ARG for reimbursements under the cost sharing structure totaled approximately $
0.3
million and $
0.5
million, respectively, and are included in other assets, net in the Company’s consolidated balance sheets.
The Company, through its wholly-owned subsidiary, Apple Air Holding, LLC, owns an aircraft used primarily for acquisition, asset management, renovation, investor, corporate and public relations and other business purposes. The aircraft may from time to time be leased to affiliates of the Company based on third-party rates. Lease activity was not significant during the reporting periods.
From time to time, the Company utilizes aircraft, owned by an entity that is owned by the Company’s Executive Chairman, for acquisition, asset management, renovation, investor, corporate and public relations and other business purposes, and reimburses this
15
entity at third-party rates. Total costs incurred for the use of the aircraft during the nine months ended September 30, 2025 and 2024
were less than $
0.1
million in each period and are included in general and administrative expenses in the Company’s consolidated statements of operations.
7. Shareholders’ Equity
Distributions
For the three and nine months ended September 30, 2025
, the Company paid distributions of $
0.24
and $
0.77
per common share, respectively, for a total of $
56.8
million and $
183.5
million, respectively. During the
three and nine months ended September 30, 2024
, the Company paid distributions of $
0.24
and $
0.77
per common share, respectively, for a total of $
57.7
million and $
185.9
million, respectively. Additionally, in September 2025, the Company declared a monthly cash distribution of $
0.08
per common share, totaling $
18.9
million, which was recorded as a payable as of
September 30, 2025
and paid on
October 15, 2025
.
In addition to the regular monthly cash distribution of $
0.08
per common share for December 2024, the Board of Directors approved a special one-time distribution of $
0.05
per common share for a combined distribution of $
0.13
per common share, totaling $
31.2
million, which was recorded as a payable as of December 31, 2024 and paid in
January 2025
. Distributions declared but not paid at the balance sheet date are included in accounts payable and other liabilities in the Company’s consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.
Issuance of Shares
On February 23, 2024, the Company entered into an equity distribution agreement pursuant to which the Company may sell, from time to time, up to an aggregate of $
500
million of its common shares under an at-the-market offering program (the “ATM Program”) under the Company’s current shelf registration statement. The Company did
no
t sell any common shares under the ATM Program during the
three and nine months ended September 30, 2025 or during the year ended December 31, 2024. The Company plans to use future net proceeds from the sale of shares under the ATM Program, or under a similar successor program, for general corporate purposes, which may include, among other things, acquisitions of additional properties, the repayment of outstanding indebtedness, capital expenditures, improvement of properties in its portfolio and working capital. The Company may also use the future net proceeds to acquire another REIT or other company that invests in income-producing properties.
Share Repurchases
In May 2025, the Company’s Board of Directors approved a
one-year
extension of its existing share repurchase program, authorizing share repurchases up to an aggregate of $
262.6
million (the “Share Repurchase Program”). The Share Repurchase Program may be suspended or terminated at any time by the Company and will end in
July 2026
if not terminated or extended earlier.
The Company previously entered into, and expects to continue to enter into, written trading plans as part of the Share Repurchase Program that provide for share repurchases in open market transactions that are intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the three months ended September 30, 2025
, the Company purchased, under its Share Repurchase Program, approximately
0.2
million of its common shares at a weighted-average market purchase price of approximately $
11.99
per common share for an aggregate purchase price, including commissions, of approximately $
2.0
million, bringing the total share repurchases for the
nine months ended September 30, 2025
, to approximately
3.5
million common shares at a weighted-average market purchase price of approximately $
12.79
per common share for an aggregate purchase price, including commissions, of approximately $
45.2
million.
During the three months ended September 30, 2024, the Company purchased, under its Share Repurchase Program,
approximately
1.4
million of its common shares at a weighted-average market purchase price of approximately $
14.02
per common share for an aggregate purchase price, including commissions, of approximately $
19.2
million, bringing the total share repurchases for the
nine months ended September 30, 2024
, to approximately
2.4
million common shares at a weighted-average market purchase price of approximately $
14.16
per common share for an aggregate purchase price, including commissions, of approximately $
34.7
million.
Purchases under the Share Repurchase Program have been funded, and the Company intends to fund future share repurchases, with cash on hand, proceeds from dispositions or availability under its unsecured credit facilities, subject to applicable restrictions under the Company’s unsecured credit facilities (if any). The timing of share repurchases and the number of common shares to be purchased under the Share Repurchase Program will also depend upon prevailing market conditions, regulatory requirements and other factors. As of September 30, 2025
, approximately $
255.6
million remained available for purchase under the Share Repurchase Program.
8. Compensation Plans
The Company annually establishes an incentive plan for its executive management team. Under the incentive plan for 2025 (the “2025 Incentive Plan”), participants are eligible to receive incentive compensation based on the achievement of certain 2025
performance measures, with
one-half (
50
%) of incentive compensation based on operational metrics and performance goals and one-half (
50
%) of incentive compensation based on shareholder return metrics. With respect to the shareholder return metrics,
75
% of the target will be based on shareholder return relative to a peer group and
25
% will be based on total shareholder return metrics over one-year, two-year, and three-year periods.
With respect to the operational metrics and performance goals,
75
%
of the operational
16
performance
target will be based on the following metrics: Comparable Hotels RevPAR growth, Comparable Hotels Adjusted Hotel EBITDA margin, Adjusted EBITDAre and
Modified Funds from Operations per share, equally weighted at
18.75
% (non-GAAP financial measures are defined elsewhere within this Quarterly Report on Form 10-Q). T
he remaining
25
% of the operational performance target will be based on the management of balance sheet maturities and allocation of capital to drive shareholder returns.
As of September 30, 2025, the range of potential aggregate payouts under the 2025
Incentive Plan was $
0
- $
29.8
million. Based on performance through
September 30, 2025
, the Company has accrued approximately $
5.5
million as a liability for potential executive incentive compensation payments under the
2025 Incentive Plan, which is included in accounts payable and other liabilities in the Company’s consolidated balance sheet as of September 30, 2025. Compensation expense recognized by the Company related to executive incentive compensation under the 2025 Incentive Plan is included in general and administrative expenses in the Company’s consolidated statement of operations and
totaled approximately $
1.1
million and $
5.5
million
for the three and nine months ended September 30, 2025
, respectively. Approximately
25
% of target awards under the
2025
Incentive Plan, if any, will be paid in cash, and
75
% will be issued in common shares under the Company’s 2024 Omnibus Incentive Plan, approximately
two-thirds
of which will be unrestricted and
one-third
of which will vest in December 2026.
Under the incentive plan for 2024 (the “2024
Incentive Plan”), the Company recorded approximately $
2.4
million and $
10.4
million, respectively, in general and administrative expenses in its consolidated statement of operations for the
three and nine months ended September 30, 2024.
Share-Based Compensation Awards
The following table sets forth information pertaining to the share-based compensation issued under the
2024 Incentive Plan and the incentive plan for 2023 (the “2023 Incentive Plan”).
2024 Incentive
Plan
2023 Incentive
Plan
Period common shares issued
First Quarter 2025
First Quarter 2024
Common shares earned under each incentive plan
766,601
1,110,664
Common shares surrendered on issuance date to
satisfy tax withholding obligations
221,309
306,346
Common shares earned and issued under each
incentive plan, net of common shares surrendered on
issuance date to satisfy tax withholding obligations
545,292
804,318
Average of the high and low stock price on issuance date
$
14.48
$
16.27
Total share-based compensation earned, including the
surrendered shares (in millions)
$
11.1
(1)
$
18.1
(2)
Of the total common shares earned and issued, total
common shares unrestricted at time of issuance
302,438
399,842
Of the total common shares earned and issued, total
common shares restricted at time of issuance
242,854
404,476
Restricted common shares vesting date
December 12, 2025
December 13, 2024
Common shares surrendered on vesting date to satisfy
tax withholding requirements resulting from vesting
of restricted common shares
n/a
170,970
(1)
Of the total
2024 share-based compensation, approximately
$
9.3
million was recorded as a liability as of December 31, 2024 and is included in accounts payable and other liabilities in the Company’s consolidated balance sheet at December 31, 2024. Another
$
1.8
million, which is subject to vesting on December 12, 2025 and excludes any restricted shares forfeited or vested prior to that date, will be recognized as share-based compensation expense proportionately throughout 2025. For the three and nine months ended September 30, 2025
, the Company recognized approximately $
0.4
million and $
1.3
million, respectively, of share-based compensation expense related to restricted share awards.
(2)
Of the total
2023
share-based compensation, approximately $
3.3
million, which vested on December 13,
2024, was recognized as share-based compensation expense proportionately throughout 2024. For the three and nine months ended September 30, 2024
, the Company recognized approximately $
0.8
million and $
2.4
million, respectively, of share-based compensation expense related to restricted share awards.
17
9. Reportable Segments
The Company owns hotel properties throughout the U.S. that generate guest room rental, food and beverage, and other property-related income. There are no foreign operations from which the Company derives revenues and no assets are held in a foreign country. There are no material concentrations of 10% or more of total revenues allocated to a single customer for the reporting periods presented. The CODM separately evaluates the performance, allocates capital resources and manages the overall operating and investing strategy of each of its hotel properties individually; therefore, the Company considers each hotel to be an operating segment. However, because each hotel is not individually significant, serves a similar class and mix of business and leisure customers, has similar economic characteristics and risks, facilities, and services, utilizes similar methods to distribute their products and services through third-party management companies, and is
subject to similar regulatory environments, the properties have been combined into a
single
operating segment for reporting purposes.
The CODM, who is the
Chief Executive Officer
of the Company, assesses the performance of each operating segment on a monthly basis using adjusted hotel earnings (loss) before interest expense, income taxes and depreciation and amortization (“Adjusted Hotel EBITDA”), the measure by which the CODM makes day-to-day operating
decisions, compares actual results with budgeted and prior year results, invests in capital improvements, and performs competitive analysis over the Company’s operating performance against industry peers.
Adjusted Hotel EBITDA, presented herein, is calculated as EBITDA from hotel operations with further exclusions as noted below. EBITDA is a commonly used measure of performance in many industries and is defined as net income (loss) excluding interest, income taxes, depreciation and amortization. The Company believes EBITDA is useful to investors because it helps the Company and its investors evaluate the ongoing operating performance of the Company by removing the impact of its capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). In addition, certain covenants included in the agreements governing the Company’s indebtedness use EBITDA, as defined in the specific credit agreement, as a measure of financial compliance. The Company further excludes the following items that are not reflective of its ongoing operating performance or incurred in the normal course of business, and thus not utilized in the CODM’s analysis to allocate resources and assess operating performance of the Company’s business:
•
gains and losses from the sale of certain real estate assets (including gains and losses from change in control);
actual corporate-level general and administrative expense for the Company; and
•
operating results from the non-hotel property, prior to recovering possession on April 4, 2025.
The Company believes Adjusted Hotel EBITDA provides useful supplemental information to investors regarding operating performance, and it is used by management to measure the performance of the Company’s hotels and the effectiveness of the operators of the hotels.
18
The following table reconciles the Company’s single reportable segment Adjusted Hotel EBITDA to GAAP net income for the
three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Total revenue
$
373,878
$
378,843
$
1,085,950
$
1,098,432
Less:
Significant hotel operating expenses
Operating
93,958
93,350
272,611
268,669
Hotel administrative
32,742
31,433
95,056
92,638
Sales and marketing
32,994
33,000
96,880
96,488
Utilities
14,928
14,787
39,251
37,971
Repair and maintenance
18,210
17,863
53,658
52,331
Franchise fees
16,659
16,963
48,287
49,244
Management fees
12,469
12,546
36,651
36,156
Total significant hotel operating expenses
221,960
219,942
642,394
633,497
Property taxes, insurance & other
22,449
20,946
68,679
63,878
Other segment items
(1)
(
133
)
(
1,133
)
(
1,060
)
496
Adjusted Hotel EBITDA
129,602
139,088
375,937
400,561
General and administrative
(
7,528
)
(
9,190
)
(
24,820
)
(
30,839
)
Impairment of depreciable real estate
(
5,724
)
(
2,896
)
(
5,724
)
(
2,896
)
Depreciation and amortization
(
48,100
)
(
48,143
)
(
144,063
)
(
142,681
)
Gain on sale of real estate
4,380
-
7,937
18,215
Other segment items
(1)
(
133
)
(
1,133
)
(
1,060
)
496
Interest expense, net
(
21,375
)
(
21,217
)
(
61,735
)
(
57,896
)
Income tax expense
(
242
)
(
243
)
(
723
)
(
713
)
Net income
$
50,880
$
56,266
$
145,749
$
184,247
(1)
This amount includes the operating results of the non-hotel property (the New York Property) through April 4, 2025, the date on which the Company recovered possession of the property from a third-party hotel operator and reinstated operations through a third-party manager engaged by the Company. Additionally, for the
three and nine months ended September 30, 2025 and 2024, expenses relating to amortization of favorable and unfavorable operating leases and non-cash straight-line operating ground lease expense are included. These items have been included for the purpose of ensuring their exclusion from Adjusted Hotel EBITDA, as they do not reflect the underlying operating performance of the Company's hotels
.
Disclosure of the reportable segment’s revenue and profit or loss is included in the Company’s consolidated statements of operations and comprehensive income; its assets are presented in the consolidated balance sheets; and its significant noncash items are provided in its consolidated statements of cash flows, all within this Quarterly Report on Form 10-Q. For the nine months ended September 30, 2025 and 2024
, the Company invested approximately $
49.6
million and $
47.7
million in capital expenditures, respectively.
10. Contract Commitments
Purchase Contract Commitments
As of September 30, 2025,
the Company had outstanding contracts with unrelated parties for the potential purchase of
two
hotels, consisting of
one
hotel under development in Nashville, Tennessee (the “Nashville Motto”) and
one
hotel under development in Anchorage, Alaska (the “Anchorage AC Hotel”), for a total combined purchase price of approximately $
163.7
million. The Nashville Motto is currently planned to be completed and opened for business in December 2025, at which time the Company expects to complete the purchase of this hotel. The Anchorage AC Hotel is currently planned to be completed and opened for business in the fourth quarter of 2027, at which time the Company expects to complete the purchase of this hotel. Although the Company is working towards acquiring these hotels, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closings on these hotels will occur under their respective outstanding purchase contracts.
19
The following table summarizes the location, expected franchise brand, date of purchase contract, expected number of guest rooms, refundable (if the seller does not meet its obligations under the contract) deposits paid and gross purchase price for each of the contracts outstanding as of September 30, 2025. All dollar amounts are in thousands.
Location
Brand
Date of
Purchase Contract
Guest Rooms
Refundable
Deposits
Gross
Purchase
Price
Nashville, TN
Motto
5/16/2023
260
$
1,058
$
98,183
Anchorage, AK
AC Hotel
7/17/2025
160
500
65,500
420
$
1,558
$
163,683
Development Project
During
the third quarter of 2025, the Company entered into a contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. The Company anticipates the hotels will be completed and opened for business in the second quarter of 2028. Upon completion, the AC Hotel and Residence Inn are expected to contain approximately
237
and
160
guest rooms, respectively. The Company expects to spend a total of approximately $
143.7
million to develop the hotels and as of
September 30, 2025,
it has paid $
1.6
million in refundable (if contracted developer does not meet its obligation under the contract) deposits
.
11. Subsequent Events
On
October 1, 2025
, the Company repaid, in full, a secured mortgage loan associated with its Oceanside, California Courtyard and Omaha, Nebraska Hilton Garden Inn, for a total of $
29.4
million. See Note 4 for additional information concerning this mortgage loan.
On October 15, 2025, the Company paid approximately $
18.9
million, or $
0.08
per common share, in distributions to shareholders of record as of
September 30, 2025
.
On
October 20, 2025
, the Company declared a monthly cash distribution of $
0.08
per common share. The distribution is payable on
November 17, 2025
, to shareholders of record as of
October 31, 2025
.
20
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains 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”). Forward-looking statements are typically identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” “outlook,” “strategy,” and similar expressions that convey the uncertainty of future events or outcomes. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Apple Hospitality REIT, Inc. and its wholly-owned subsidiaries (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, but are not limited to, the ability of the Company to effectively acquire and dispose of properties and redeploy proceeds; the anticipated timing and frequency of shareholder distributions; the ability of the Company to fund capital obligations; the ability of the Company to successfully integrate pending transactions and implement its operating strategy; changes in general political, economic and competitive conditions and specific market conditions (including the potential effects of tariffs, inflation or a recessionary environment); reduced business and leisure travel due to geopolitical uncertainty, including terrorism and acts of war; travel-related health concerns, including widespread outbreaks of infectious or contagious diseases in the U.S.; inclement weather conditions, including natural disasters such as hurricanes, earthquakes and wildfires; government shutdowns, airline strikes or equipment failures, or other disruptions; adverse changes in the real estate and real estate capital markets; financing risks; changes in interest rates; litigation risks; regulatory proceedings or inquiries; and changes in laws or regulations or interpretations of current laws and regulations that impact the Company’s business, assets or classification as a real estate investment trust (“REIT”). Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Readers should carefully review the risk factors described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to those discussed in the section titled “Risk Factors” in the 2024 Form 10-K. Any forward-looking statement that the Company makes speaks only as of the date of this Quarterly Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events, or otherwise, except as required by law.
The following discussion and analysis should be read in conjunction with the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, as well as the information contained in the 2024 Form 10-K.
Overview
The Company is a Virginia corporation that has elected to be treated as a REIT for U.S. federal income tax purposes. The Company is self-advised and invests in income-producing real estate, primarily in the lodging sector, in the U.S. As of September 30, 2025, the Company owned 220 hotels with an aggregate of 29,687 guest rooms located in urban, high-end suburban and developing markets throughout 37 states and the District of Columbia, including four hotels with 367 guest rooms classified as held for sale which are expected to be sold in the fourth quarter of 2025. Substantially all of the Company’s hotels operate under Marriott or Hilton brands. The hotels are operated and managed under separate management agreements with 16 hotel management companies, none of which are affiliated with the Company. The Company’s common shares are listed on the NYSE under the ticker symbol “APLE.”
Recent Hotel Portfolio Activities
The Company continually monitors market conditions and attempts to maximize shareholder value by investing in properties that it believes provide superior value over the long term. Consistent with this strategy and the Company’s focus on investing in rooms-focused hotels, during the nine months ended September 30, 2025, the Company acquired one hotel, an existing 126-guest-room Homewood Suites in Tampa, Florida, for a gross purchase price of approximately $18.8 million. As of September 30, 2025, the Company had outstanding contracts with unrelated parties for the potential purchase of two hotels, consisting of one hotel under development in Nashville, Tennessee (the “Nashville Motto”) and one hotel under development in Anchorage, Alaska (the “Anchorage AC Hotel”), for a total combined purchase price of approximately $163.7 million. The Nashville Motto is currently planned to be completed and opened for business in December 2025, at which time the Company expects to complete the purchase of this hotel. The Anchorage AC Hotel is currently planned to be completed and opened for business in the fourth quarter of 2027, at which time the Company expects to complete the purchase of this hotel. Although the Company is working towards acquiring these
21
hotels, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closings on these hotels will occur under their respective outstanding purchase contracts.
During the third quarter of 2025, the Company entered into a contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. The Company expects to spend a total of approximately $143.7 million to develop the hotels, which are currently planned to be completed and opened for business in the second quarter of 2028.
For its existing portfolio, the Company monitors each property’s profitability, market conditions and capital requirements and attempts to maximize shareholder value by disposing of properties when it believes that superior value can be provided from the sale of the property. As a result, during the nine months ended September 30, 2025, the Company sold three hotels to three unrelated parties for a combined gross sales price of approximately $37.0 million, resulting in a combined gain on the sales of approximately $7.9 million, net of transaction costs. The Company used a portion of the net proceeds from the sale of one of the hotels to complete a 1031 Exchange for the acquisition of the Homewood Suites in Tampa, Florida, which was completed in June 2025.
See Note 2 titled “Investment in Real Estate,” Note 3 titled “Assets Held for Sale and Dispositions” and Note 10 titled “Contract Commitments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning these transactions.
As of September 30, 2025, the New York Property was included in the Company’s hotel and guest room counts. On April 4, 2025, the Company recovered possession of this property and reinstated operations of the hotel's 209 guest rooms through a third-party manager engaged by the Company. From May 2023 through March 2025, the Company classified the property as a “non-hotel property” and excluded it from hotel and guest room counts, as it was leased to a third-party hotel operator. Following the third-party hotel operator's failure to make lease payments, the Company commenced legal proceedings in 2024 to remove the third-party hotel operator from possession of the property. In April 2025, the Company and the third-party hotel operator entered into an agreement to mutually release all claims, to terminate the lease and for the third-party hotel operator to voluntarily surrender possession of the property back to the Company.
Hotel Operations
As of September 30, 2025, the Company owned 220 hotels, including four hotels classified as held for sale, with a total of 29,687 guest rooms as compared to 224 hotels with a total of 30,068 guest rooms as of September 30, 2024. Results of operations are included only for the period of ownership for hotels acquired or disposed of during the current reporting period and prior year. During the nine months ended September 30, 2025, the Company acquired one existing hotel on June 10, 2025 and sold three properties, including one property sold on February 12, 2025, one sold on March 19, 2025, and one sold on August 18, 2025. On April 4, 2025, the Company recovered possession from a third-party hotel operator and reinstated operations of its 209-guest-room New York Property through a third-party manager engaged by the Company. During the nine months ended September 30, 2024, the Company acquired two properties, including one existing hotel acquired on March 25, 2024 and one hotel acquired upon the completion of development on June 20, 2024. During the nine months ended September 30, 2024, the Company sold three properties, two on February 9, 2024 and one on May 21, 2024.
Management Company Transitions
The Company continuously evaluates the performance of each property and may transfer management responsibilities to a different third-party manager to improve operational efficiency and maximize asset value. In markets or regions where the Company owns multiple properties, it may consolidate hotels under specific third-party managers to leverage regional expertise, gain operating efficiencies, and enhance overall portfolio performance.
Operating Results
In evaluating financial condition and operating performance, the most important indicators on which the Company focuses are revenue measurements, such as average occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”), and expenses, such as hotel operating expenses, general and administrative expenses and other expenses described below. RevPAR and operating results may be impacted by regional and local economies and local regulations as well as changes in lodging demand due to macroeconomic factors including inflationary pressures, higher energy prices or a recessionary environment.
22
The following is a summary of the results from operations of the Company’s hotels for their respective periods of ownership by the Company:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands,
except statistical
data)
2025
Percent
of
Revenue
2024
Percent
of
Revenue
Percent
Change
2025
Percent
of
Revenue
2024
Percent
of
Revenue
Percent
Change
Total revenue
$
373,878
100.0
%
$
378,843
100.0
%
-1.3
%
$
1,085,950
100.0
%
$
1,098,432
100.0
%
-1.1
%
Hotel operating
expense
221,960
59.4
%
219,942
58.1
%
0.9
%
642,394
59.2
%
633,497
57.7
%
1.4
%
Property taxes,
insurance and other
expense
22,449
6.0
%
20,946
5.5
%
7.2
%
68,679
6.3
%
63,878
5.8
%
7.5
%
General and
administrative
expense
7,528
2.0
%
9,190
2.4
%
-18.1
%
24,820
2.3
%
30,839
2.8
%
-19.5
%
Impairment of
depreciable real
estate
5,724
2,896
97.7
%
5,724
2,896
97.7
%
Depreciation and
amortization expense
48,100
48,143
-0.1
%
144,063
142,681
1.0
%
Gain on sale of real
estate
4,380
-
n/a
7,937
18,215
-56.4
%
Interest and other
expense, net
21,375
21,217
0.7
%
61,735
57,896
6.6
%
Income tax expense
242
243
-0.4
%
723
713
1.4
%
Net income
50,880
56,266
-9.6
%
145,749
184,247
-20.9
%
Adjusted Hotel
EBITDA
(1)
129,602
139,088
-6.8
%
375,937
400,561
-6.1
%
Number of hotels
owned at end of
period
220
224
-1.8
%
220
224
-1.8
%
ADR
$
162.70
$
162.57
0.1
%
$
161.00
$
159.78
0.8
%
Occupancy
76.2
%
77.0
%
-1.0
%
75.3
%
76.3
%
-1.3
%
RevPAR
$
124.03
$
125.10
-0.9
%
$
121.28
$
121.84
-0.5
%
(1)
See reconciliation of Adjusted Hotel EBITDA to net income in “Non-GAAP Financial Measures” below.
Comparable Hotels Operating Results
The following table reflects certain operating statistics for the Company’s 215 hotels owned and held for use as of September 30, 2025, and excludes the New York Property (“Comparable Hotels”). The Company defines metrics from Comparable Hotels as results generated by the 215 hotels owned and held for use as of the end of the reporting period, excluding the New York Property. For the hotels acquired during the reporting periods shown, the Company has included, as applicable, results of those hotels for periods prior to the Company’s ownership using information provided by the properties’ prior owners at the time of acquisition and not adjusted by the Company. For dispositions, assets held for sale and the New York Property, results have been excluded for the Company’s period of ownership.
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
Percent Change
2025
2024
Percent Change
ADR
$
162.68
$
163.71
-0.6
%
$
161.35
$
161.20
0.1
%
Occupancy
76.2
%
77.1
%
-1.2
%
75.4
%
76.5
%
-1.4
%
RevPAR
$
124.01
$
126.29
-1.8
%
$
121.67
$
123.34
-1.4
%
23
Same Store Operating Results
The following table reflects certain operating statistics for the 212 hotels owned and held for use by the Company as of January 1, 2024 and during the entirety of the reporting periods being compared, excluding the New York Property (“Same Store Hotels”).
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
Percent Change
2025
2024
Percent Change
ADR
$
161.82
$
162.81
-0.6
%
$
160.18
$
160.11
0.0
%
Occupancy
76.2
%
77.2
%
-1.3
%
75.5
%
76.5
%
-1.3
%
RevPAR
$
123.35
$
125.67
-1.8
%
$
120.94
$
122.48
-1.3
%
As discussed above, hotel performance is impacted by many factors, including the economic conditions in the U.S. as well as each individual locality. During the first nine months of 2025, demand was modestly impacted across the portfolio by weather related travel disruption in January and February, reduced government travel and the impact of heightened macroeconomic uncertainty in the U.S. As a result, the Company’s Comparable Hotels and Same Store Hotels revenue and operating results generally decreased slightly during the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024. The Company expects similar results for the remainder of the year and expects RevPAR for the full year of 2025 to be slightly lower than 2024, assuming the current macroeconomic environment continues.
Revenues
The Company’s principal source of revenue is hotel revenue consisting of room, food and beverage, and other related revenue. For the three months ended September 30, 2025 and 2024, the Company had total revenue of $373.9 million and $378.8 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company had total revenue of $1.1 billion in each period. For the three months ended September 30, 2025 and 2024, respectively, Comparable Hotels achieved combined average occupancy of 76.2% and 77.1%, ADR of $162.68 and $163.71, and RevPAR of $124.01 and $126.29. For the nine months ended September 30, 2025 and 2024, respectively, Comparable Hotels achieved combined average occupancy of 75.4% and 76.5%, ADR of $161.35 and $161.20, and RevPAR of $121.67 and $123.34. ADR is calculated as room revenue divided by the number of rooms sold, and RevPAR is calculated as occupancy multiplied by ADR.
Compared to the same periods in 2024, during the three and nine months ended September 30, 2025, the Company’s Comparable Hotels ADR generally remained unchanged while occupancy decreased by 1.2% and 1.4%, respectively, resulting in marginal decreases in Comparable Hotels RevPAR of 1.8% and 1.4%, respectively. The decline in revenue for the three months ended September 30, 2025, as compared to the same period of 2024, was primarily due to reduced government and business transient travel and the impact of heightened macroeconomic uncertainty in the U.S. The decline in revenue for the nine months ended September 30, 2025, as compared to the same period of 2024, was primarily due to weather-related travel disruption in January and February, reduced government travel, the impact of heightened macroeconomic uncertainty in the U.S. and the lack of the additional day of revenues that existed in 2024 from the leap year. Government demand softened late in the first quarter of 2025 following the current administration’s efforts to curtail government spending; it remained soft through the second and third quarters and is expected to continue to have a modestly negative impact on revenue should current conditions persist, particularly if the government shutdown continues for an extended period of time. Markets with significantly above-average growth in the third quarter of 2025, compared to the same period in 2024, for the Company included Anchorage, Norfolk/Virginia Beach, Portland (Maine), Richmond, Salt Lake City, St. Louis and Syracuse.
Hotel Operating Expense
Hotel operating expense consists of direct room operating expense, hotel administrative expense, sales and marketing expense, utilities expense, repair and maintenance expense, franchise fees and management fees. Hotel operating expense for the three months ended September 30, 2025 and 2024 totaled $222.0 million and $219.9 million, respectively, or 59.4% and 58.1% of total revenue for the respective periods. For the nine months ended September 30, 2025 and 2024, hotel operating expense totaled $642.4 million and $633.5 million, respectively, or 59.2% and 57.7% of total revenue for the respective periods. The increases in hotel operating expense for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, were primarily driven by increased labor costs, utility costs, repair and maintenance costs and general inflationary pressures throughout the overall economy. The Company continues to feel upward pressure on total payroll costs given a competitive labor market where the demand for strong hotel talent remains high. However, the rate of wage growth has slowed, and management companies have made progress in reducing their use of contract labor. For the remainder of 2025, the Company anticipates a similar operating expense environment. The Company continues to monitor its management companies’ efforts to realize operational efficiencies and mitigate the impact of cost pressures resulting from inflation and a tight labor market. The Company will continue to support its management companies to implement
24
adjustments to the hotel operating model in response to continued changes in the operating environment and guest preferences, including their efforts to maximize operational efficiency.
Property Taxes, Insurance and Other Expense
Property taxes, insurance and other expense for the three months ended September 30, 2025 and 2024 was $22.4 million and $20.9 million, respectively, or 6.0% and 5.5% of total revenue for the respective periods. For the nine months ended September 30, 2025 and 2024, property taxes, insurance and other expense totaled $68.7 million and $63.9 million, respectively, or 6.3% and 5.8% of total revenue for the respective periods. The increases in property taxes, insurance and other expense for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, were primarily due to increases in property taxes in certain markets and liability insurance premiums, partially offset by decreases in property insurance premiums. The Company will continue to proactively pursue tax assessment appeals in certain jurisdictions in an attempt to minimize tax increases, as warranted.
General and Administrative Expense
General and administrative expense for the three months ended September 30, 2025 and 2024 was $7.5 million and $9.2 million, respectively, or 2.0% and 2.4% of total revenue for the respective periods. For the nine months ended September 30, 2025 and 2024, general and administrative expense was $24.8 million and $30.8 million, respectively, or 2.3% and 2.8% of total revenue for the respective periods. The principal components of general and administrative expense are payroll and related benefit costs, executive incentive compensation, legal fees, accounting fees and reporting expenses. The decreases in general and administrative expense for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, were primarily due to decreased accruals for anticipated performance under the Company’s executive incentive compensation plan.
Impairment of Depreciable Real Estate
Impairment of depreciable real estate was approximately $5.7 million for the three and nine months ended September 30, 2025 due to two properties identified by the Company in the third quarter of 2025 for potential sale. See Note 3 titled “Assets Held for Sale and Dispositions” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning this impairment loss.
Depreciation and Amortization Expense
Depreciation and amortization expense for the three months ended September 30, 2025 and 2024 was $48.1 million in each period. For the nine months ended September 30, 2025 and 2024, depreciation and amortization expense was $144.1 million and $142.7 million, respectively. Depreciation and amortization expense primarily represents expense of the Company’s hotel buildings and related improvements, and associated personal property (furniture, fixtures, and equipment) for the respective periods owned. For the three months ended September 30, 2025, depreciation and amortization expense was relatively unchanged compared to the same period in 2024. The increase of approximately $1.4 million for the nine months ended September 30, 2025, as compared to the same period in 2024, was primarily due to the capitalization of newly acquired hotels in 2024 and the first three quarters of 2025, which had higher purchase prices compared to the carrying values of the hotels disposed of during the same period, as well as renovations completed throughout 2024 and the first three quarters of 2025. Additionally, the timing of the acquisitions, disposals and renovations impacted depreciation, as assets acquired or placed into service earlier in the year contributed more to each respective year’s depreciation than those acquired or renovated later or disposed of earlier.
Interest and Other Expense, net
Interest and other expense, net for the three months ended September 30, 2025 and 2024 was $21.4 million and $21.2 million, respectively. For the nine months ended September 30, 2025 and 2024, interest and other expense, net was $61.7 million and $57.9 million, respectively. Interest and other expense, net for the nine months ended September 30, 2025 and 2024 is net of approximately $1.0 million and $0.7 million, respectively, of interest capitalized associated with renovation projects.
Interest expense related to the Company’s debt instruments for the three and nine months ended September 30, 2025 increased compared to the same periods of 2024 as a result of higher average borrowings associated with variable-rate debt and higher average interest rates on the Company's variable-rate debt. The Company anticipates interest expense for the remainder of 2025 will be relatively similar to the interest expense for the same period of 2024 as a result of increased borrowings being offset by lower average interest rates. The proportion of variable-rate debt that is fixed by interest rate swaps was lower over the nine months ended September 30, 2025 compared to the same period of 2024, as the Company had three interest rate swaps in effect on $150.0 million of variable-rate debt mature during the first nine months of 2025 and six interest rate swaps in effect on $285.0 million of variable-rate debt mature during 2024. However, this was partially offset as the Company entered into two new interest rate swaps in effect on $100.0 million of variable-rate debt during the third quarter of 2025 and four new interest rate swaps in effect on $200.0 million of variable-rate debt during 2024, but at higher fixed rates than the swap agreements that expired. If the Company continues to replace expiring
25
interest rate swaps in the current interest rate environment with new agreements, the Company anticipates those new agreements to be at higher rates than the expiring swap agreements.
Non-GAAP Financial Measures
The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: Funds from Operations (“FFO”), Modified Funds from Operations (“MFFO”), Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), Adjusted EBITDAre (“Adjusted EBITDAre”) and Adjusted Hotel EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss), cash flow from operations or any other operating GAAP measure. FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA are not necessarily indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions. Although FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA, as calculated by the Company, may not be comparable to FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA, as reported by other companies that do not define such terms exactly as the Company defines such terms, the Company believes these supplemental measures are useful to investors when comparing the Company’s results between periods and with other REITs.
FFO and MFFO
The Company calculates and presents FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains and losses from the sale of certain real estate assets (including gains and losses from change in control), extraordinary items as defined by GAAP, and the cumulative effect of changes in accounting principles, plus real estate related depreciation, amortization and impairments, 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 real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. The Company further believes that by excluding the effects of these items, FFO is useful to investors in comparing its operating performance between periods and between REITs that report FFO using the Nareit definition. FFO as presented by the Company is applicable only to its common shareholders, but does not represent an amount that accrues directly to common shareholders.
The Company calculates MFFO by further adjusting FFO for the exclusion of amortization of finance ground lease assets, amortization of favorable and unfavorable operating leases, net and non-cash straight-line operating ground lease expense, as these expenses do not reflect the underlying performance of the related hotels. The Company presents MFFO when evaluating its performance because it believes that it provides further useful supplemental information to investors regarding its ongoing operating performance. In addition, MFFO is a component of a key compensation measure of operational performance within the 2025 Incentive Plan.
The following table reconciles the Company’s GAAP net income to FFO and MFFO for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Net income
$
50,880
$
56,266
$
145,749
$
184,247
Depreciation of real estate owned
47,341
47,383
141,784
140,394
Gain on sale of real estate
(4,380
)
-
(7,937
)
(18,215
)
Impairment of depreciable real estate
5,724
2,896
5,724
2,896
Funds from operations
99,565
106,545
285,320
309,322
Amortization of finance ground lease assets
759
759
2,278
2,278
Amortization of favorable and unfavorable operating
leases, net
EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA
EBITDA is a commonly used measure of performance in many industries and is defined as net income (loss) excluding interest, income taxes, depreciation and amortization. The Company believes EBITDA is useful to investors because it helps the Company and its investors evaluate the ongoing operating performance of the Company by removing the impact of its capital structure (primarily
26
interest expense) and its asset base (primarily depreciation and amortization). In addition, certain covenants included in the agreements governing the Company’s indebtedness use EBITDA, as defined in the specific credit agreement, as a measure of financial compliance.
In addition to EBITDA, the Company also calculates and presents EBITDAre in accordance with standards established by Nareit, which defines EBITDAre as EBITDA, excluding gains and losses from the sale of certain real estate assets (including gains and losses from change in control), plus real estate related impairments, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. The Company presents EBITDAre because it believes that it provides further useful information to investors in comparing its operating performance between periods and between REITs that report EBITDAre using the Nareit definition.
The Company also considers the exclusion of non-cash straight-line operating ground lease expense from EBITDAre useful, as this expense does not reflect the underlying performance of the related hotels (Adjusted EBITDAre).
The Company further excludes actual corporate-level general and administrative expense for the Company as well as Adjusted EBITDAre from the non-hotel property (the New York Property) from Adjusted EBITDAre (Adjusted Hotel EBITDA) to isolate property-level operational performance over which the Company’s hotel operators have direct control. The Company believes Adjusted Hotel EBITDA provides useful supplemental information to investors regarding operating performance and it is used by management to measure the performance of the Company’s hotels and effectiveness of the operators of the hotels. In addition, Adjusted EBITDAre and Adjusted Hotel EBITDA are both components of key compensation measures of operational performance within the 2025 Incentive Plan.
The following table reconciles the Company’s GAAP net income to EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025
2024
2025
2024
Net income
$
50,880
$
56,266
$
145,749
$
184,247
Depreciation and amortization
48,100
48,143
144,063
142,681
Amortization of favorable and unfavorable operating
leases, net
Non-hotel property consists of the results of the New York Property that was leased to a third-party hotel operator before possession was recovered and operations reinstated through a third-party manager on April 4, 2025. This property’s Adjusted EBITDAre results are not included in Adjusted Hotel EBITDA beginning with the second half of 2023 through the first quarter of 2025.
27
Hotels Owned
As of September 30, 2025, the Company owned 220 hotels with an aggregate of 29,687 guest rooms located in 37 states and the District of Columbia, including four hotels with 367 guest rooms classified as held for sale which are expected to be sold in the fourth quarter of 2025. The following tables summarize the number of hotels and guest rooms by brand and by state:
Number of Hotels and Guest Rooms by Brand
Number of
Number of
Brand
Hotels
Guest Rooms
Hilton Garden Inn
39
5,476
Hampton
36
4,831
Courtyard
34
4,892
Residence Inn
30
3,695
Homewood Suites
29
3,341
Fairfield
10
1,213
Home2 Suites
10
1,146
SpringHill Suites
8
1,333
TownePlace Suites
8
834
Embassy Suites
4
770
AC Hotels
4
702
Hyatt Place
3
411
Hyatt House
2
264
Marriott
1
413
Independent
1
209
Aloft Hotels
1
157
Total
220
29,687
28
Number of Hotels and Guest Rooms by State
Number of
Number of
State
Hotels
Guest Rooms
Alabama
13
1,246
Alaska
2
304
Arizona
13
1,776
California
26
3,722
Colorado
4
567
Florida
23
2,970
Georgia
5
585
Idaho
1
186
Illinois
7
1,255
Indiana
3
349
Iowa
3
301
Kansas
2
230
Kentucky
1
156
Louisiana
3
422
Maine
3
514
Maryland
2
233
Massachusetts
3
330
Michigan
1
148
Minnesota
3
405
Mississippi
2
168
Missouri
4
544
Nebraska
4
621
Nevada
1
300
New Jersey
5
629
New York
4
555
North Carolina
7
799
Ohio
3
406
Oklahoma
4
545
Oregon
1
243
Pennsylvania
4
525
South Carolina
5
590
Tennessee
9
1,164
Texas
25
3,005
Utah
6
919
Virginia
11
1,667
Washington
4
636
Wisconsin
2
438
Washington, D.C.
1
234
Total
220
29,687
29
The following table summarizes the location, brand, manager, date acquired or completed and number of guest rooms for each of the 220 hotels that the Company owned as of September 30, 2025. As noted below, as of September 30, 2025, 14 of the Company’s properties are subject to ground leases and 12 of its hotels are encumbered by mortgages securing associated loan obligations.
City
State
Brand
Manager
Date
Acquired or
Completed
Guest Rooms
Anchorage
AK
Embassy Suites
InnVentures
4/30/2010
169
Anchorage
AK
Home2 Suites
InnVentures
12/1/2017
135
Auburn
AL
Hilton Garden Inn
LBA
3/1/2014
101
Birmingham
AL
Courtyard
LBA
3/1/2014
84
Birmingham
AL
Hilton Garden Inn
LBA
9/12/2017
104
Birmingham
AL
Home2 Suites
LBA
9/12/2017
106
Birmingham
AL
Homewood Suites
McKibbon
3/1/2014
95
Dothan
AL
Hilton Garden Inn
LBA
6/1/2009
104
Dothan
AL
Residence Inn
LBA
3/1/2014
84
Huntsville
AL
Hampton
LBA
9/1/2016
98
Huntsville
AL
Hilton Garden Inn
LBA
3/1/2014
101
Huntsville
AL
Home2 Suites
LBA
9/1/2016
77
Huntsville
AL
Homewood Suites
LBA
3/1/2014
107
Mobile
AL
Hampton
McKibbon
9/1/2016
101
(1)
Prattville
AL
Courtyard
LBA
3/1/2014
84
Chandler
AZ
Courtyard
North Central
11/2/2010
150
Chandler
AZ
Fairfield
North Central
11/2/2010
110
Phoenix
AZ
Courtyard
North Central
11/2/2010
164
Phoenix
AZ
Hampton
North Central
9/1/2016
125
(1)
Phoenix
AZ
Hampton
North Central
5/2/2018
210
Phoenix
AZ
Homewood Suites
North Central
9/1/2016
134
(1)
Phoenix
AZ
Residence Inn
North Central
11/2/2010
129
Scottsdale
AZ
Hilton Garden Inn
North Central
9/1/2016
122
Tempe
AZ
Hyatt House
Crestline
8/13/2020
105
(1)
Tempe
AZ
Hyatt Place
Crestline
8/13/2020
154
(1)
Tucson
AZ
Hilton Garden Inn
Western
7/31/2008
125
Tucson
AZ
Residence Inn
Western
3/1/2014
124
Tucson
AZ
TownePlace Suites
Western
10/6/2011
124
Agoura Hills
CA
Homewood Suites
Dimension
3/1/2014
125
Burbank
CA
Courtyard
Huntington
8/11/2015
190
(2)
Burbank
CA
Residence Inn
Marriott
3/1/2014
166
Burbank
CA
SpringHill Suites
Marriott
7/13/2015
170
(2)
Clovis
CA
Hampton
Dimension
7/31/2009
86
(4)
Clovis
CA
Homewood Suites
Dimension
2/2/2010
83
(4)
Cypress
CA
Courtyard
Dimension
3/1/2014
180
Cypress
CA
Hampton
Dimension
6/29/2015
110
Oceanside
CA
Courtyard
Marriott
9/1/2016
142
(2)
Oceanside
CA
Residence Inn
Marriott
3/1/2014
125
Rancho Bernardo/San Diego
CA
Courtyard
InnVentures
3/1/2014
210
Sacramento
CA
Hilton Garden Inn
Dimension
3/1/2014
153
San Bernardino
CA
Residence Inn
InnVentures
2/16/2011
95
San Diego
CA
Courtyard
Huntington
9/1/2015
245
(2)
San Diego
CA
Hampton
Dimension
3/1/2014
177
(2)
San Diego
CA
Hilton Garden Inn
InnVentures
3/1/2014
200
San Diego
CA
Residence Inn
Dimension
3/1/2014
122
San Jose
CA
Homewood Suites
Dimension
3/1/2014
140
(2)
30
City
State
Brand
Manager
Date
Acquired or
Completed
Guest Rooms
San Juan Capistrano
CA
Residence Inn
Marriott
9/1/2016
130
(1)
Santa Ana
CA
Courtyard
Dimension
5/23/2011
155
(2)
Santa Clarita
CA
Courtyard
Dimension
9/24/2008
140
Santa Clarita
CA
Fairfield
Dimension
10/29/2008
66
Santa Clarita
CA
Hampton
Dimension
10/29/2008
128
Santa Clarita
CA
Residence Inn
Dimension
10/29/2008
90
Tustin
CA
Fairfield
Marriott
9/1/2016
145
Tustin
CA
Residence Inn
Marriott
9/1/2016
149
Colorado Springs
CO
Hampton
Chartwell
9/1/2016
101
Denver
CO
Hilton Garden Inn
InnVentures
9/1/2016
221
Highlands Ranch
CO
Hilton Garden Inn
Dimension
3/1/2014
128
Highlands Ranch
CO
Residence Inn
Dimension
3/1/2014
117
Boca Raton
FL
Hilton Garden Inn
Dimension
9/1/2016
149
Cape Canaveral
FL
Hampton
LBA
4/30/2020
116
Cape Canaveral
FL
Homewood Suites
LBA
9/1/2016
153
Cape Canaveral
FL
Home2 Suites
LBA
4/30/2020
108
Fort Lauderdale
FL
Hampton
Dimension
6/23/2015
156
Fort Lauderdale
FL
Residence Inn
LBA
9/1/2016
156
Gainesville
FL
Hilton Garden Inn
McKibbon
9/1/2016
104
Gainesville
FL
Homewood Suites
McKibbon
9/1/2016
103
Jacksonville
FL
Homewood Suites
McKibbon
3/1/2014
119
Jacksonville
FL
Hyatt Place
Crestline
12/7/2018
127
Miami
FL
Courtyard
Dimension
3/1/2014
118
(1)
Miami
FL
Hampton
HHM
4/9/2010
121
Miami
FL
Homewood Suites
Dimension
3/1/2014
162
Orlando
FL
Fairfield
Marriott
7/1/2009
200
Orlando
FL
Home2 Suites
LBA
3/19/2019
128
Orlando
FL
SpringHill Suites
Marriott
7/1/2009
200
Panama City
FL
Hampton
LBA
3/12/2009
95
Panama City
FL
TownePlace Suites
LBA
1/19/2010
103
Pensacola
FL
TownePlace Suites
McKibbon
9/1/2016
97
Tallahassee
FL
Fairfield
LBA
9/1/2016
97
Tallahassee
FL
Hilton Garden Inn
LBA
3/1/2014
85
(1)
Tampa
FL
Embassy Suites
HHM
11/2/2010
147
Tampa
FL
Homewood Suites
HHM
6/10/2025
126
Atlanta/Downtown
GA
Hampton
McKibbon
2/5/2018
119
Atlanta/Perimeter Dunwoody
GA
Hampton
LBA
6/28/2018
132
Atlanta
GA
Home2 Suites
McKibbon
7/1/2016
128
Macon
GA
Hilton Garden Inn
LBA
3/1/2014
101
(1)
Savannah
GA
Hilton Garden Inn
Newport
3/1/2014
105
(1)
Cedar Rapids
IA
Hampton
Chartwell
9/1/2016
103
(4)
Cedar Rapids
IA
Homewood Suites
Chartwell
9/1/2016
95
(4)
Davenport
IA
Hampton
Chartwell
9/1/2016
103
Boise
ID
Hampton
Raymond
4/30/2010
186
(2)
Des Plaines
IL
Hilton Garden Inn
Raymond
9/1/2016
253
Hoffman Estates
IL
Hilton Garden Inn
HHM
9/1/2016
184
Mettawa
IL
Hilton Garden Inn
HHM
11/2/2010
170
Mettawa
IL
Residence Inn
HHM
11/2/2010
130
31
City
State
Brand
Manager
Date
Acquired or
Completed
Guest Rooms
Rosemont
IL
Hampton
Raymond
9/1/2016
158
Skokie
IL
Hampton
Raymond
9/1/2016
225
Warrenville
IL
Hilton Garden Inn
HHM
11/2/2010
135
Merrillville
IN
Hilton Garden Inn
HHM
9/1/2016
124
Mishawaka
IN
Residence Inn
HHM
11/2/2010
106
South Bend
IN
Fairfield
HHM
9/1/2016
119
Overland Park
KS
Fairfield
Raymond
3/1/2014
110
Overland Park
KS
Residence Inn
Raymond
3/1/2014
120
Louisville
KY
AC Hotels
Concord
10/25/2022
156
Lafayette
LA
Hilton Garden Inn
LBA
7/30/2010
153
(1)
Lafayette
LA
SpringHill Suites
LBA
6/23/2011
103
New Orleans
LA
Homewood Suites
Dimension
3/1/2014
166
Marlborough
MA
Residence Inn
Crestline
3/1/2014
112
Westford
MA
Hampton
Crestline
3/1/2014
110
Westford
MA
Residence Inn
Crestline
3/1/2014
108
Annapolis
MD
Hilton Garden Inn
Crestline
3/1/2014
126
Silver Spring
MD
Hilton Garden Inn
Crestline
7/30/2010
107
Portland
ME
AC Hotels
Crestline
8/20/2021
178
Portland
ME
Aloft Hotels
Crestline
9/10/2021
157
Portland
ME
Residence Inn
Crestline
10/13/2017
179
(2)
Novi
MI
Hilton Garden Inn
HHM
11/2/2010
148
Maple Grove
MN
Hilton Garden Inn
North Central
9/1/2016
121
Rochester
MN
Hampton
Raymond
8/3/2009
124
St. Paul
MN
Hampton
Raymond
3/4/2019
160
Kansas City
MO
Hampton
Raymond
8/31/2010
122
Kansas City
MO
Residence Inn
Raymond
3/1/2014
106
St. Louis
MO
Hampton
Raymond
8/31/2010
190
St. Louis
MO
Hampton
Raymond
4/30/2010
126
Hattiesburg
MS
Courtyard
LBA
3/1/2014
84
Hattiesburg
MS
Residence Inn
LBA
12/11/2008
84
Carolina Beach
NC
Courtyard
Crestline
3/1/2014
144
Charlotte
NC
Fairfield
Newport
9/1/2016
94
Durham
NC
Homewood Suites
McKibbon
12/4/2008
122
Fayetteville
NC
Home2 Suites
LBA
2/3/2011
118
Jacksonville
NC
Home2 Suites
LBA
9/1/2016
105
Wilmington
NC
Fairfield
Crestline
3/1/2014
122
Winston-Salem
NC
Hampton
McKibbon
9/1/2016
94
Omaha
NE
Courtyard
Marriott
3/1/2014
181
Omaha
NE
Hampton
HHM
9/1/2016
139
Omaha
NE
Hilton Garden Inn
HHM
9/1/2016
178
(2)
Omaha
NE
Homewood Suites
HHM
9/1/2016
123
Cranford
NJ
Homewood Suites
Dimension
3/1/2014
108
Mahwah
NJ
Homewood Suites
Dimension
3/1/2014
110
Mount Laurel
NJ
Homewood Suites
Newport
1/11/2011
118
Somerset
NJ
Courtyard
Newport
3/1/2014
162
(1)
West Orange
NJ
Courtyard
Newport
1/11/2011
131
Las Vegas
NV
SpringHill Suites
Highgate
12/27/2023
300
Islip/Ronkonkoma
NY
Hilton Garden Inn
Crestline
3/1/2014
166
32
City
State
Brand
Manager
Date
Acquired or
Completed
Guest Rooms
New York
NY
Independent
Highgate
3/1/2014
209
(1) (3)
Syracuse
NY
Courtyard
Crestline
10/16/2015
102
Syracuse
NY
Residence Inn
Crestline
10/16/2015
78
Cleveland
OH
Courtyard
Concord
6/30/2023
154
Mason
OH
Hilton Garden Inn
Raymond
9/1/2016
110
Twinsburg
OH
Hilton Garden Inn
Concord
10/7/2008
142
Oklahoma City
OK
Hampton
Raymond
5/28/2010
200
Oklahoma City
OK
Hilton Garden Inn
Raymond
9/1/2016
155
Oklahoma City
OK
Homewood Suites
Raymond
9/1/2016
100
Oklahoma City (West)
OK
Homewood Suites
Chartwell
9/1/2016
90
Portland
OR
Hampton
Raymond
11/17/2021
243
Collegeville/Philadelphia
PA
Courtyard
Newport
11/15/2010
132
Malvern/Philadelphia
PA
Courtyard
Newport
11/30/2010
127
Pittsburgh
PA
AC Hotels
Concord
10/25/2022
134
Pittsburgh
PA
Hampton
Newport
12/31/2008
132
Charleston
SC
Home2 Suites
LBA
9/1/2016
122
Columbia
SC
Hilton Garden Inn
Newport
3/1/2014
143
Columbia
SC
TownePlace Suites
Newport
9/1/2016
91
Greenville
SC
Hyatt Place
Crestline
9/1/2021
130
Hilton Head
SC
Hilton Garden Inn
McKibbon
3/1/2014
104
Franklin
TN
Courtyard
Chartwell
9/1/2016
126
Franklin
TN
Residence Inn
Chartwell
9/1/2016
124
Knoxville
TN
Homewood Suites
McKibbon
9/1/2016
103
Knoxville
TN
SpringHill Suites
McKibbon
9/1/2016
103
Memphis
TN
Hampton
Crestline
2/5/2018
144
Memphis
TN
Hilton Garden Inn
Crestline
10/28/2021
150
Nashville
TN
Hilton Garden Inn
Dimension
9/30/2010
194
Nashville
TN
Home2 Suites
Dimension
5/31/2012
119
Nashville
TN
TownePlace Suites
Chartwell
9/1/2016
101
Addison
TX
SpringHill Suites
Marriott
3/1/2014
159
Arlington
TX
Hampton
Western
12/1/2010
98
Austin
TX
Courtyard
HHM
11/2/2010
145
(5)
Austin
TX
Fairfield
HHM
11/2/2010
150
(5)
Austin
TX
Hampton
Dimension
4/14/2009
124
Austin
TX
Homewood Suites
Dimension
4/14/2009
97
Austin/Round Rock
TX
Hampton
Dimension
3/6/2009
94
Austin/Round Rock
TX
Homewood Suites
Dimension
9/1/2016
115
Dallas
TX
Homewood Suites
Western
9/1/2016
130
Denton
TX
Homewood Suites
Chartwell
9/1/2016
107
El Paso
TX
Homewood Suites
Western
3/1/2014
114
Fort Worth
TX
Courtyard
LBA
2/2/2017
124
Fort Worth
TX
Hilton Garden Inn
Raymond
11/17/2021
157
Fort Worth
TX
Homewood Suites
Raymond
11/17/2021
112
Fort Worth
TX
TownePlace Suites
Western
7/19/2010
140
Frisco
TX
Hilton Garden Inn
Western
12/31/2008
102
Grapevine
TX
Hilton Garden Inn
Western
9/24/2010
110
Houston
TX
Courtyard
LBA
9/1/2016
124
Houston
TX
Residence Inn
Western
3/1/2014
129
33
City
State
Brand
Manager
Date
Acquired or
Completed
Guest Rooms
Houston
TX
Residence Inn
Western
9/1/2016
120
Lewisville
TX
Hilton Garden Inn
Western
10/16/2008
165
San Antonio
TX
TownePlace Suites
Western
3/1/2014
106
Shenandoah
TX
Courtyard
LBA
9/1/2016
124
Stafford
TX
Homewood Suites
Western
3/1/2014
78
Texarkana
TX
Hampton
Western
1/31/2011
81
Provo
UT
Residence Inn
Dimension
3/1/2014
114
(6)
Salt Lake City
UT
Courtyard
North Central
10/11/2023
175
Salt Lake City
UT
Hyatt House
North Central
10/11/2023
159
Salt Lake City
UT
Residence Inn
Huntington
10/20/2017
136
Salt Lake City
UT
SpringHill Suites
HHM
11/2/2010
143
South Jordan
UT
Embassy Suites
HHM
11/21/2023
192
Alexandria
VA
Courtyard
Marriott
3/1/2014
178
Alexandria
VA
SpringHill Suites
Marriott
3/28/2011
155
Charlottesville
VA
Courtyard
Crestline
3/1/2014
139
Manassas
VA
Residence Inn
Crestline
2/16/2011
107
Richmond
VA
Courtyard
White Lodging
12/8/2014
135
(2)
Richmond
VA
Marriott
White Lodging
3/1/2014
413
(1)
Richmond
VA
Residence Inn
White Lodging
12/8/2014
75
(2)
Suffolk
VA
Courtyard
Crestline
3/1/2014
92
Suffolk
VA
TownePlace Suites
Crestline
3/1/2014
72
Virginia Beach
VA
Courtyard
Crestline
3/1/2014
141
Virginia Beach
VA
Courtyard
Crestline
3/1/2014
160
Kirkland
WA
Courtyard
InnVentures
3/1/2014
150
Renton
WA
Residence Inn
InnVentures
10/18/2023
146
Seattle
WA
Residence Inn
InnVentures
3/1/2014
234
Tukwila
WA
Homewood Suites
Dimension
3/1/2014
106
Madison
WI
Hilton Garden Inn
Raymond
2/18/2021
176
Madison
WI
Embassy Suites
Raymond
6/20/2024
262
Washington, D.C.
-
AC Hotels
HHM
3/25/2024
234
Total
29,687
(1)
Property is subject to ground lease.
(2)
Hotel is encumbered by mortgage.
(3)
As of September 30, 2025, the New York Property was included in the Company’s hotel and guest room counts. On April 4, 2025, the Company recovered possession of this property and reinstated operations of the hotel's 209 guest rooms through a third-party manager engaged by the Company. From May 2023 through March 2025, the Company classified the property as a “non-hotel property” and excluded it from hotel and guest room counts, as it was leased to a third-party hotel operator. Following the third-party hotel operator's failure to make lease payments, the Company commenced legal proceedings in 2024 to remove the third-party hotel operator from possession of the property. In April 2025, the Company and the third-party hotel operator entered into an agreement to mutually release all claims, to terminate the lease and for the third-party hotel operator to voluntarily surrender possession of the property back to the Company.
(4)
Hotels are classified as held for sale as of September 30, 2025, and are expected to be sold in the fourth quarter of 2025.
(5)
Manager noted is as of September 30, 2025. Effective October 1, 2025, management responsibility of this property was transferred from Hersha Hospitality Management L.P. (“HHM”) to Dimension Development Two, LLC (“Dimension”).
(6)
Manager noted is as of September 30, 2025. Effective November 1, 2025, management responsibility of this property was transferred from Dimension to North Central Hospitality, LLC (“North Central”).
34
Related Parties
The Company has engaged in, and is expected to continue to engage in, transactions with related parties. These transactions cannot be construed as being at arm’s length, and the results of the Company’s operations may have been different if these transactions were conducted with non-related parties. See Note 6 titled “Related Parties” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning the Company’s related party transactions.
Liquidity and Capital Resources
Capital Resources
The Company’s principal short-term sources of liquidity are the operating cash flows generated from the Company’s properties and availability under its Revolving Credit Facility. Over the long term, the Company may receive proceeds from strategic additional secured and unsecured debt financing, dispositions of its hotel properties and offerings of the Company’s common shares, including pursuant to the Company’s current at-the-market offering program. Macroeconomic pressures, including inflation, increases in interest rates and general market uncertainty, could impact the Company’s ability to raise debt or equity capital to fund long-term liquidity requirements in a cost-effective manner.
As of September 30, 2025, the Company had $1.5 billion of total outstanding debt consisting of $215.2 million of mortgage debt and $1.3 billion outstanding under its unsecured credit facilities, excluding unamortized debt issuance costs and fair value adjustments. As of September 30, 2025, the Company had available corporate cash on hand of approximately $50.3 million, and unused borrowing capacity under its Revolving Credit Facility of approximately $647.9 million after taking a $2.1 million letter of credit into account. On July 24, 2025, the Company repaid all amounts outstanding under the $225 million term loan facility and entered into a new term loan facility with a principal amount of $385 million and a maturity date of July 31, 2030. Proceeds from the $385 million term loan facility were also used to repay the balance outstanding under the Revolving Credit Facility.
The credit agreements governing the unsecured credit facilities contain customary affirmative and negative covenants and events of default. The credit agreements require that the Company comply with various covenants, which include, among others, a minimum tangible net worth, maximum debt limits, minimum interest and fixed charge coverage ratios, and restrictions on certain investments. The Company was in compliance with the applicable covenants as of September 30, 2025.
See Note 4 titled “Debt” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for details regarding the Company’s debt agreements as of September 30, 2025.
The Company has a universal shelf registration statement on Form S-3 (No. 333-285184) that was automatically effective upon filing on February 25, 2025. The Company may offer an indeterminate number or amount, as the case may be, of (1) common shares, no par value per share; (2) preferred shares, no par value per share; (3) depository shares representing the Company’s preferred shares; (4) warrants exercisable for the Company’s common shares, preferred shares or depository shares representing preferred shares; (5) rights to purchase common shares; and (6) unsecured senior or subordinate debt securities, all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
On February 23, 2024, the Company entered into an equity distribution agreement pursuant to which the Company may sell, from time to time, up to an aggregate of $500 million of its common shares under the ATM Program. No common shares were sold under the Company’s ATM Program during the three and nine months ended September 30, 2025 or during the year ended December 31, 2024. The Company plans to use future net proceeds from the sale of shares under the ATM Program, or a similar successor program, for general corporate purposes, which may include, among other things, acquisitions of additional properties, the repayment of outstanding indebtedness, capital expenditures, improvement of properties in its portfolio and working capital. The Company may also use the future net proceeds to acquire another REIT or other company that invests in income-producing properties. Future offerings will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company’s common shares and opportunities for uses of any proceeds.
35
Capital Uses
The Company anticipates that cash flow from operations, availability under its Revolving Credit Facility, additional borrowings, and proceeds from hotel dispositions and equity offerings will be adequate to meet its anticipated liquidity requirements, including required distributions to shareholders, share repurchases, capital improvements, debt service, hotel acquisitions, lease commitments, and cash management activities.
Distributions
The Company generally must distribute annually at least 90% of its REIT taxable income, subject to certain adjustments and excluding any net capital gain, in order to maintain its REIT status. On September 18, 2025, the Company declared a monthly cash distribution of $0.08 per common share, paid on October 15, 2025, to shareholders of record as of September 30, 2025. For the three and nine months ended September 30, 2025, the Company paid distributions of $0.24 and $0.77 per common share, respectively, for a total of $56.8 million and $183.5 million, respectively. Subsequent to quarter end, on October 20, 2025, the Company declared a monthly cash distribution of $0.08 per common share, payable on November 17, 2025, to shareholders of record as of October 31, 2025.
The Company's current annual distribution rate, payable monthly, is $0.96 per common share. As it has done historically, due to seasonality, the Company may use its Revolving Credit Facility to maintain the consistency of the monthly distribution rate, taking into consideration any acquisitions, dispositions, capital improvements and economic cycles. While management currently expects monthly cash distributions to continue at $0.08 per common share, any distribution will be subject to approval of the Company’s Board of Directors, and there can be no assurance of the classification, timing or duration of distributions at any particular distribution rate. The Board of Directors monitors the Company’s distribution rate relative to the performance of its hotels on an ongoing basis and may make adjustments to the distribution rate as determined to be prudent in relation to other cash requirements of the Company or to the extent required to maintain the Company’s REIT status. If cash flows from operations and the Revolving Credit Facility are not adequate to meet liquidity requirements, the Company may utilize additional financing sources to make distributions. Although the Company has relatively low levels of debt, there can be no assurance it will be successful with this strategy, and it may need to reduce its distributions to minimum levels required to maintain its qualification as a real estate investment trust. If the Company were unable to extend its maturing debt in future periods or if it were to default on its debt, it may be unable to make distributions.
Share Repurchases
In May 2025, the Company’s Board of Directors approved a one-year extension of its existing Share Repurchase Program, authorizing share repurchases up to an aggregate of $262.6 million. The Share Repurchase Program may be suspended or terminated at any time by the Company and will end in July 2026 if not terminated or extended earlier. The Company previously entered into and expects to continue to enter into written trading plans as part of the Share Repurchase Program that provide for share repurchases in open market transactions that are intended to comply with Rule 10b5-1 under the Exchange Act. During the three months ended September 30, 2025, the Company purchased, under its Share Repurchase Program, approximately 0.2 million of its common shares at a weighted-average market purchase price of approximately $11.99 per common share for an aggregate purchase price, including commissions, of approximately $2.0 million, bringing the total share repurchases for the nine months ended September 30, 2025, to approximately 3.5 million common shares at a weighted-average market purchase price of approximately $12.79 per common share for an aggregate purchase price, including commissions, of approximately $45.2 million. Purchases under the Share Repurchase Program have been funded, and the Company intends to fund future share repurchases, with cash on hand, proceeds from dispositions or availability under its unsecured credit facilities, subject to applicable restrictions under the Company’s unsecured credit facilities (if any). The timing of share repurchases and the number of common shares to be purchased under the Share Repurchase Program will also depend upon prevailing market conditions, regulatory requirements and other factors. As of September 30, 2025, approximately $255.6 million remained available for purchase under the Share Repurchase Program.
Capital Improvements
Management routinely monitors the condition and operations of its hotels and plans renovations and other improvements as it deems prudent. The Company is committed to maintaining and enhancing each property’s competitive position in its market. The Company has invested in and plans to continue to reinvest in its hotels. Under certain loan and management agreements, the Company is required to place in escrow funds for the repair, replacement and refurbishing of furniture, fixtures, and equipment at the applicable hotels, based on a percentage of the hotel’s gross revenues, provided that such amount may be used for the Company’s capital expenditures with respect to those hotels. As of September 30, 2025, the Company held approximately $31.7 million in reserves related to these properties. During the nine months ended September 30, 2025, the Company invested approximately $49.6 million in capital expenditures. The Company anticipates spending approximately $80 million to $90 million during 2025, which includes
36
various comprehensive renovation projects for approximately 20 properties, however, inflationary pressures, supply chain shortages or tariffs, among other issues, may result in increased costs and delays for anticipated projects.
During the third quarter of 2025, the Company entered into a contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. The Company expects to spend a total of approximately $143.7 million to develop the hotels, which are currently planned to be completed and opened for business in the second quarter of 2028.
Upcoming Debt Maturities and Debt Service Payments
As of September 30, 2025, the Company had approximately $257.2 million of principal and interest payments due on its debt over the next 12 months. Included in this total is a $29.4 million mortgage covering two properties, which was repaid in full on its maturity date, October 1, 2025, a $19.7 million mortgage that matures in the second quarter of 2026, and a $130.0 million unsecured term loan that matures in the third quarter of 2026. The Company plans to pay outstanding amounts and service payments due upon the upcoming debt maturity dates using one or a combination of any of the following: funds from operations, borrowings under its Revolving Credit Facility, proceeds from new financing, available credit extensions under its unsecured credit facilities or by refinancing the maturing debt. The Company may also pursue amendments with its lenders to extend the maturity date of any expiring loans. The $130 million term loan facility matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension. The Revolving Credit Facility, which has a zero balance as of September 30, 2025, matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension. Interest expense related to the Company’s unsecured credit facilities over the next 12 months is expected to be similar to the previous 12 months as a result of increased borrowings offset by lower average interest rates. The proportion of variable-rate debt that is fixed by interest rate swaps was lower over the nine months ended September 30, 2025 compared to the same period of 2024, as the Company had three interest rate swaps in effect on $150.0 million of variable-rate debt mature during the first nine months of 2025 and six interest rate swaps in effect on $285.0 million of variable-rate debt that matured during 2024. However, this was partially offset as the Company entered into two new interest rate swaps in effect on $100.0 million of variable-rate debt during the third quarter of 2025 and four new interest rate swaps in effect on $200.0 million of variable-rate debt during 2024, but at higher fixed rates than the swap agreements that expired. If the Company continues to replace expiring interest rate swaps in the current interest rate environment with new agreements, the Company anticipates those new agreements to be at higher rates than the expiring swap agreements. See Note 4 titled “Debt” and Note 5 titled “Fair Value of Financial Instruments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q for more detail regarding future maturities of the Company’s debt instruments and interest rate swap agreements as of September 30, 2025.
Purchase Contract Commitments
As of September 30, 2025, the Company had outstanding contracts with unrelated parties for the potential purchase of two hotels, consisting of one hotel under development in Nashville, Tennessee and one hotel under development in Anchorage, Alaska, for a total combined purchase price of approximately $163.7 million. The Nashville Motto is currently planned to be completed and opened for business in December 2025, at which time the Company expects to complete the purchase of this hotel. The Anchorage AC Hotel is currently planned to be completed and opened for business in the fourth quarter of 2027, at which time the Company expects to complete the purchase of this hotel. Although the Company is working towards acquiring these hotels, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closings on these hotels will occur under their respective outstanding purchase contracts.
As mentioned in the “Capital Improvements” section above, during the third quarter of 2025, the Company entered into a contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. See Note 10 titled “Contract Commitments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q for more detail regarding this development project.
Cash Management Activities
As part of the cost sharing arrangements discussed in Note 6, titled “Related Parties” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, certain day-to-day transactions may result in amounts due to or from the Company and ARG. To efficiently manage cash disbursements, the Company or ARG may make payments for the other company. Under the cash management process, each company may advance or defer up to $1 million at any time. Each quarter, any outstanding amounts are settled between the companies. This process allows each company to minimize its cash on hand and reduces the cost for each company. The amounts outstanding at any point in time are not significant to either of the companies.
37
Impact of Inflation
The Company relies on the performance of its hotels and the ability of its hotel operators to increase revenue to keep pace with inflation. Hotel operators, in general, possess the ability to adjust room rates daily to reflect the effects of inflation on the Company's operating expenses. However, competitive pressures and other factors could limit the operators’ ability to raise room rates and, as a result, the Company may not be able to offset increased operating expenses with increases in revenue. Additionally, tariff-induced inflation could increase certain operating and renovation costs, as some supplies and construction materials are imported, as well as negatively impact leisure travel by reducing the discretionary income of consumers.
Business Interruption
Being in the real estate industry, the Company is exposed to natural disasters on both a local and national scale. Although management believes the Company has adequate insurance to cover this exposure, there can be no assurance that such events will not have a material adverse effect on the Company’s financial position or results of operations.
Seasonality
The hotel industry historically has been seasonal in nature. Seasonal variations in occupancy at the Company’s hotels may cause quarterly fluctuations in its revenues. Generally, occupancy rates and hotel revenues for the Company’s hotels are greater in the second and third quarters than in the first and fourth quarters. To the extent that cash flow from operations is insufficient during any quarter due to temporary or seasonal fluctuations in revenue, the Company expects to utilize cash on hand or available financing sources to meet cash requirements.
Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Company’s financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in the Company’s Unaudited Consolidated Financial Statements and Notes thereto. The Company has discussed those policies and estimates that it believes are critical and require the use of complex judgment in their application in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 24, 2025. There have been no material changes to the Company’s critical accounting policies or the methods or assumptions applied.
Subsequent Events
On October 1, 2025, the Company repaid, in full, a secured mortgage loan associated with its Oceanside, California Courtyard and Omaha, Nebraska Hilton Garden Inn, for a total of $29.4 million. See Note 4 for additional information concerning this mortgage loan.
On October 15, 2025, the Company paid approximately $18.9 million, or $0.08 per common share, in distributions to shareholders of record as of September 30, 2025.
On October 20, 2025, the Company declared a monthly cash distribution of $0.08 per common share. The distribution is payable on November 17, 2025, to shareholders of record as of October 31, 2025.
38
Item 3. Quantitative and Qualitat
ive Disclosures About Market Risk
As of September 30, 2025, the Company’s financial instruments were not exposed to significant market risk due to foreign currency exchange risk, commodity price risk or equity price risk. However, the Company is exposed to interest rate risk due to possible changes in short-term interest rates as it invests its cash or borrows on its Revolving Credit Facility and due to the portion of its variable-rate debt that is not fixed by interest rate swaps. As of September 30, 2025, after giving effect to interest rate swaps, as described below, approximately $490.0 million, or approximately 32% of the Company’s total debt outstanding, was subject to variable interest rates. Based on the Company’s variable-rate debt outstanding as of September 30, 2025, every 100 basis point change in interest rates will impact the Company’s annual net income by approximately $4.9 million, all other factors remaining the same. With the exception of interest rate swap transactions, the Company has not engaged in transactions in derivative financial instruments or derivative commodity instruments.
As of September 30, 2025, the Company’s variable-rate debt consisted of its unsecured credit facilities, including $1.2 billion of term loans. Currently, the Company uses interest rate swaps to manage its interest rate risk on a portion of its variable-rate debt. As of September 30, 2025, the Company had 11 interest rate swap agreements that effectively fix the interest payments on approximately $685.0 million of the Company’s variable-rate debt outstanding with swap maturity dates ranging from May 2026 to December 2029. Under the terms of the Company’s interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the annual rate of the one-month SOFR with nine out of eleven swaps also including an additional 0.10% SOFR spread adjustment. See Note 5 titled “Fair Value of Financial Instruments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for a description of the Company’s interest rate swaps as of September 30, 2025.
In addition to its variable-rate debt and interest rate swaps discussed above, the Company has assumed or originated fixed interest rate mortgages payable to lenders under permanent financing arrangements as well as two fixed-rate senior notes facilities totaling $125 million. The following table summarizes the annual maturities and average interest rates of the Company’s mortgage debt and borrowings outstanding under its unsecured credit facilities at September 30, 2025. All dollar amounts are in thousands.
October 1 - December 31, 2025
2026
2027
2028
2029
Thereafter
Total
Fair
Market
Value
Total debt:
Maturities
$
30,963
$
204,649
$
278,602
$
334,066
$
162,294
$
504,654
$
1,515,228
$
1,489,859
Average interest rates
(1)
4.8
%
4.9
%
4.9
%
4.8
%
4.9
%
5.0
%
Variable-rate debt:
Maturities
$
-
$
130,000
$
275,000
$
300,000
$
85,000
$
385,000
$
1,175,000
$
1,169,856
Average interest rates
(1)
5.0
%
5.1
%
5.1
%
5.1
%
5.3
%
5.5
%
Fixed-rate debt:
Maturities
$
30,963
$
74,649
$
3,602
$
34,066
$
77,294
$
119,654
$
340,228
$
320,003
Average interest rates
4.0
%
4.0
%
4.1
%
4.1
%
3.9
%
3.6
%
(1)
The average interest rate gives effect to interest rate swaps, as applicable.
Item 4. Controls
and Procedures
Senior management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025. There have been no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
39
PART II. OTHER INFORMATION
Item 1. Legal
Proceedings
The Company is or may be a party to various legal proceedings that arise in the ordinary course of business. The Company is not currently involved in any litigation nor, to management’s knowledge, is any litigation threatened against the Company where the outcome would, in management’s judgment based on information currently available to the Company, have a material adverse effect on the Company’s consolidated financial position or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following is a summary of all share repurchases during the third quarter of 2025.
Issuer Purchases of Equity Securities
(a)
(b)
(c)
(d)
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 (in thousands)
(1)
July 1 - July 31, 2025
-
-
-
$
257,604
August 1 - August 31, 2025
-
-
-
$
257,604
September 1 - September 30, 2025
169,993
$
11.99
169,993
$
255,565
Total
169,993
169,993
(1)
Represents amount outstanding under the Company’s authorized $262.6 million Share Repurchase Program. This program, which was announced in 2015 and most recently extended in May 2025, may be suspended or terminated at any time by the Company and will end in July 2026 if not terminated or extended earlier.
Item 5. Other Information.
Trading Arrangements
No director or officer of the Company
adopted,
terminated or modified
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the
three months ended September 30, 2025.
New Tax Legislation
Effective July 4, 2025, certain changes to U.S. tax law were approved that impact the Company and its shareholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Code; (ii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries (“TRSs”) from 20% to 25% for taxable years beginning after December 31, 2025; and (iii) increased the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these financial statements, tagged as blocks of text and in detail
(FILED HEREWITH)
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted as Inline XBRL and contained in Exhibit 101
41
SIGNA
TURES
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.
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