Financial Analysis

COMMITMENTS AND CONTINGENCIES Franchise Agreements All of our lodging properties (with the exception of the Onera Joint Venture property and the Nordic Lodge - Steamboat Springs, CO property) operate under franchise agreements with major hotel franchisors. The initial terms of our franchise agreements generally range from 10 to 30 years with various extension provisions. Each franchisor receives franchise fees ranging from 3% to 6% of each lodging propertys room revenue, and some agreements require that we pay marketing fees of up to 4% of room revenue. In addition, some of these franchise agreements require that we deposit into a reserve fund for capital expenditures up to 5% of the lodging property's gross room revenue to ensure that we comply with the franchisor's standards and requirements. We also pay fees to our franchisors for services related to reservation and information systems. We expensed fees related to our franchise agreements of $14.3 million and $13.8 million for the three months ended March 31, 2026 and 2025, respectively. Management Agreements Our lodging properties operate pursuant to management agreements with various professional third-party management companies. The remaining terms of our management agreements range from month-to-month to seven years and have various extension provisions. Each management company receives a base management fee, which is a percentage of total lodging property revenues. In addition, our lodging property management agreemen …

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DEBT At March 31, 2026, our indebtedness was comprised of borrowings under our 2023 Senior Credit Facility, the 2024 Term Loan, the 2025 Delayed Draw Term Loan (which was used to refinance a significant portion of our outstanding convertible notes when they matured in February 2026), the GIC Joint Venture Credit Facility, the GIC Joint Venture Term Loan, the PACE loan, (each of such credit facilities and loans are defined below), and two loans secured by first priority mortgage liens on three lodging properties. We have entered into interest rate swaps to fix the interest rates on a portion of our variable interest rate indebtedness. The weighted-average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 5.57% at March 31, 2026 and 4.83% at December 31, 2025. We are in compliance with all financial covenants in the loan agreements. Debt, net of debt issuance costs, is as follows (in thousands): March 31, 2026 December 31, 2025 Revolving debt $ 150,000 $ 125,000 Term loans 1,183,430 915,730 Convertible notes 287,500 Mortgage loans 75,724 75,913 1,409,154 1,404,143 Unamortized debt issuance costs (1) (12,769) (10,129) Debt, net of debt issuance costs $ 1,396,385 $ 1,394,014 (1) In March 2025, we paid $4.3 million in bank, legal and other fees related to the 2025 Delayed Draw Term Loan (as described in further detail below) that were included in Deferred charges, net on our Condensed Consolidated Balance Sheet at December 31, 2025. These …

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EQUITY-BASED COMPENSATION Our 2024 Equity Incentive Plan, which became effective May 22, 2024, and previously, the 2011 Equity Incentive Plan (collectively, the Equity Plan), provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards. Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each grant. At March 31, 2026, we only have outstanding restricted stock awards. All of our outstanding equity-based awards are classified as equity awards. Time-Based Restricted Stock Awards Made Pursuant to Our Equity Plan The following table summarizes time-based restricted stock award activity under our Equity Plan: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Current Value (per share) (in thousands) Non-vested at December 31, 2025 1,386,182 $ 6.73 $ 6,751 Granted 865,706 4.13 Vested (493,127) 7.02 Forfeited (293) 6.63 Non-vested at March 31, 2026 1,758,468 $ 5.37 $ 7,772 The awards vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date). The awards granted to our executive officers generally vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date) or in certain circumstances …

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FAIR VALUE MEASUREMENT The following table presents information about our financial instruments measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we classify assets and liabilities based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Disclosures concerning financial instruments measured at fair value are as follows (in thousands): Fair Value Measurements at March 31, 2026 using Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ $ 5,714 $ $ 5,714 Onera Purchase Option 931 931 Liabilities: Interest rate swaps 19 19 Fair Value Measurements at December 31, 2025 using Level 1 Level 2 Level 3 Total Assets: Interest rate swaps $ $ 3,001 $ $ 3,001 Onera Purchase Option 931 931 Liabilities: Interest rate swaps 536 536 The Onera Purchase Option does not have a readily determinable fair value. The fair value was estimated using a modified Monte Carlo simulation model and was based on unobservable inputs for which there is little or no market information available. As such, we were required to develop assumptions to estimate the fair value of the Modified Onera Purchase Option as follows (dollars in thousands): Estimated e …

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INCOME TAXES We have elected to be taxed as a REIT. As a REIT, we are generally not subject to corporate-level income taxes on taxable income we distribute to our stockholders. Income related to our TRS Lessees is subject to federal, state, and local taxes at applicable corporate tax rates. Our consolidated tax provision includes the income tax provision related to the operations of the TRS Lessees as well as state and local income taxes related to the Operating Partnership. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. Certain of our TRS Lessees have incurred operating losses in the past and the realizability of certain of our deferred tax assets as of March 31, 2026 is not reasonably assured. Therefore, we have recorded a valuation allowance of $2.7 million against a portion of our deferred tax assets at March 31, 2026. We may reverse the valuation allowance in the future as additional evidence becomes available to support the realizability of the deferred tax assets. The Company recorded income tax expense of $0.9 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively. We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. In general, we are not subject to tax examinations by tax authorities for years before 2022. In the normal course of business, we are subject to …

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LEASES The Company has operating leases related to the land under certain lodging properties, conference centers, parking spaces, automobiles, our corporate office, and miscellaneous office equipment. These leases have remaining terms of one year to 72.3 years, some of which include options to extend the leases for additional years. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize rental expense for these leases on a straight-line basis over the lease term. Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or restrictive covenants that materially affect our business. Our right-of-use assets and related liabilities include renewal options reasonably certain to be exercised. We base our lease calculations on our estimated incremental borrowing rate. As of March 31, 2026 and December 31, 2025 our weighted average incremental borrowing rate was 4.8%. The Company's total operating lease cost was $1.2 million for each of the three months ended March 31, 2026 and 2025, respectively, and the cash payments on operating leases were $1.0 million during each of the three months ended March 31, 2026 …

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New Accounting Standards In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Disaggregation of Income Statement Expenses , that will require entities to provide enhanced disclosures related to certain expense categories included on the Consolidated Statement of Operations. ASU No. 2024-03 is intended to increase transparency and provide investors with more detailed information about the nature of expenses reported on the face of the Consolidated Statement of Operations. ASU No. 2024-03 does not change the requirements for the presentation of expenses on the face of the consolidated statement of operations. Under ASU No. 2024-03, entities are required to disaggregate, in tabular format, expenses presented on the face of the Consolidated Statement of Operations - excluding earnings or losses from equity method investments - if they include any of the following expense categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or depletion. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the nature of those expenses. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. While the adoption of ASU 2024-03 is not expected to have a material effect on our Consol …

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SEGMENT INFORMATION We have investments in lodging properties located in 24 states of the USA. Our lodging properties derive revenue primarily from guestroom sales, food and beverage sales, and revenues from other lodging services and amenities. Our President and Chief Executive Officer, who serves as our Chief Operating Decision Maker (CODM), evaluates the performance, makes capital allocation decisions, and manages the overall operating and investing strategy of each hotel individually. As such, we consider each lodging property to be an operating segment. Each of our properties has similar economic characteristics and risks, facilities, and services and distribute their products and services in the same manner through third-party management companies. Therefore, all of our lodging properties are aggregated into a single reportable segment. The accounting policies of the lodging property segment are the same as those described in Note 2 - Basis of Presentation and Significant Accounting Policies to the Condensed Consolidated Financial Statements. Our measure of segment assets is total assets as reported on our Condensed Consolidated Balance Sheets. On a regular basis, the segment's performance is assessed, and decisions are made related to the allocation of resources primarily based on lodging property earnings before interest, taxes, depreciation and amortization (Hotel EBITDA) by comparing Hotel EBITDA results to budgets and forecasts, prior period results, and industry o …

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EQUITY Common Stock The Company is authorized to issue up to 500,000,000 shares of common stock, $0.01 par value per share (Common Stock). Each outstanding share of our Common Stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares possess the exclusive voting power. Changes in Common Stock during the three months ended March 31, 2026 and 2025 were as follows: 2026 2025 Beginning shares of Common Stock outstanding 108,798,686 108,435,663 Common Unit redemptions 2,923,797 Shares repurchased under the 2025 Share Repurchase Program (1,433,023) Grants under the Equity Plan (as defined below in Note 12 - Equity-Based Compensation ) 1,691,204 1,253,885 Performance and time-based share forfeitures (426,200) (152,429) Shares acquired for employee withholding requirements (216,360) (239,148) Ending shares of Common Stock outstanding 108,414,307 112,221,768 Preferred Stock The Company is authorized to issue up to 100,000,000 shares of preferred stock, $0.01 par value per share, of which 89,600,000 is currently undesignated, 6,400,000 shares have been designated as 6.25% Series E Cumulative Redeemable Preferred Stock (the Series E Preferred Stock) and 4,000,000 shares have been designated as 5.875% Series F Cumulative Redeemable Preferred Stock (the Series F Preferred Stock). The Company's outstanding shares o …

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SUBSEQUENT EVENTS Dividends On April 23, 2026, our Board of Directors declared quarterly cash dividends and distributions of $0.08 per share on our Common Stock and per Common Unit of the Operating Partnership and cash dividends of $0.390625 per share of 6.25% Series E Preferred Stock and $0.3671875 per share of 5.875% Series F Preferred Stock. The Board of Directors also declared on behalf of the Operating Partnership, a cash distribution of $0.328125 per share of the Operating Partnership's unregistered 5.250% Series Z Cumulative Perpetual Preferred Units. The dividends and distributions are payable on May 29, 2026 to holders of record as of May 15, 2026. Pending Lodging Property Sales In April 2026, we entered into a purchase and sale agreement to sell the 103-guestroom Courtyard by Marriott, Dallas (Arlington South), TX and the 96-guestroom Residence Inn, Dallas (Arlington South), TX for a combined selling price of $19.0 million. We anticipate closing on the sale of the properties in the third quarter of 2026.

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