CLDT on NYSE

Chatham Lodging Trust

American real estate investment trust based in West Palm Beach1

In its 2026 annual report the company says: “Chatham Lodging Trust is the sole general partner of the Operating Partnership and owns 100% of the common units of limited partnership interest in the Operating Partnership.”3 Its shares trade on NYSE under the symbol CLDT.1

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Last updated Oct 21, 2026.

Overview

Compare with Pennsylvania Real Estate Investment Trust, InvenTrust Properties Corp. or SAUL CENTERS, INC., or pick any stock.

  • TickerCLDT on NYSE1
  • IndustryReal Estate Investment Trusts1
  • HeadquartersWest Palm Beach, Florida1
  • Incorporated inMD2
  • Business address222 Lakeview Avenue, Suite 200, West Palm Beach, Fl 334012
  • Filer categoryAccelerated filer2

Dollar amounts presented in this Item 1 are in thousands, except per share data.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

13.9%Operating margin4
5.1%Net margin4
-7.0%Revenue growth, 20254
2.0%Return on equity4
0.46×Debt to equity4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Occupancy brought in 92% of the revenue Chatham Lodging Trust broke down this way in fiscal 2025.

  1. Occupancy$269.2M492%down 7% from 2024
  2. Hotel, Other$17.9M46%down 1% from 2024
  3. Food and Beverage$6.9M42%down 11% from 2024
Products and services by year
Products and services202320242025
Occupancy$285.0M$290.3M$269.2M
Hotel, Other$16.7M$18.1M$17.9M
Food and Beverage$8.1M$7.7M$6.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin6¢$16.6M
  • Other costs89¢$263.4M
  • Profit5¢$15.1M

Out of $295.1M in revenue.4

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid27¢$17.6M
  • Share buybacks14¢$9.0M
  • Kept or used elsewhere59¢$37.5M

Out of $64.1M of cash from operations.4

Financial statements

Revenue56784$295.1M in 2025−10% since 2019
0$100.0M$200.0M$300.0M$400.0M2019: $328.3M$328.3M20192020: $144.9M$144.9M2020−56%2021: $204.0M$204.0M2021+41%2022: $294.9M$294.9M2022+45%2023: $311.1M$311.1M2023+6%2024: $317.2M$317.2M2024+2%2025: $295.1M$295.1M2025−7%
Operating income56784$40.9M in 2025−23% since 2019
-$50.0M-$25.0M0$25.0M$50.0M$75.0M2019: $53.4M$53.4M20192020: -$41.7M-$41.7M20202021: -$17.2M-$17.2M2021−59%2022: $36.5M$36.5M20222023: $28.6M$28.6M2023−22%2024: $33.2M$33.2M2024+16%2025: $40.9M$40.9M2025+23%
Net income56784$15.1M in 2025−20% since 2019
-$100.0M-$75.0M-$50.0M-$25.0M0$25.0M2019: $18.7M$18.7M20192020: -$76.0M-$76.0M20202021: -$18.4M-$18.4M2021−76%2022: $9.8M$9.8M20222023: $2.6M$2.6M2023−73%2024: $4.2M$4.2M2024+58%2025: $15.1M$15.1M2025+261%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Reimbursable costs from related parties$1.1M$1.1M$1.3M
Total revenue$295.1M$317.2M$311.1M
Depreciation and amortization$59.7M$60.7M$58.3M
Impairment loss$0$4.3M$4.3M
Property taxes, ground rent and insurance$22.0M$23.7M$23.5M
General and administrative$16.6M$18.4M$17.5M
Other charges$27.0K$327.0K$2.3M
Reimbursable costs from related parties$1.1M$1.1M$1.3M
Total operating expenses$268.6M$289.7M$282.5M
Operating income before gain on sale of hotel properties$26.5M$27.5M$28.6M
Gain on sale of hotel properties$14.4M$5.7M$18.0K
Operating income$40.9M$33.2M$28.6M
Interest and other income$270.0K$1.7M$1.5M
Interest expense, including amortization of deferred fees-$25.7M-$30.9M-$27.1M
Loss on early extinguishment of debt-$174.0K-$17.0K-$696.0K
Gain from partial lease termination$0$0$164.0K
Income before income tax expense$15.3M$4.0M$2.5M
Income tax expense$0$0$0
Net income$15.3M$4.0M$2.5M
Net (income) loss attributable to non-controlling interest-$260.0K$131.0K$156.0K
Net income attributable to Chatham Lodging Trust$15.1M$4.2M$2.6M
Preferred dividends-$8.0M-$8.0M-$8.0M
Net income (loss) attributable to common shareholders$7.1M-$3.8M-$5.3M
Net income (loss) attributable to common shareholders (Note 10) (in dollars per share)$0.14-$0.08-$0.11
Net income (loss) attributable to common shareholders (Note 10) (in dollars per share)$0.14-$0.08-$0.11
Basic (in shares)48.8M shares48.9M shares48.8M shares
Diluted (in shares)50.0M shares48.9M shares48.8M shares
Dividends declared (in dollars per share)$0.36$0.28$0.28

Compare Chatham Lodging Trust with another company

Corporate structure

Chatham Lodging Trust sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Chatham Lodging Trust

  • Chatham Lodging Trust West Palm Beach, Florida

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Chatham Lodging Trust reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$280.4M8 Dec 31, 2024$289.7M8 Dec 31, 2023−3.2%
Land and buildings$268.5M4 Dec 31, 2025$280.4M4 Dec 31, 2024−4.2%
Finance-lease assets$40.9M4 Dec 31, 2025$42.8M4 Dec 31, 2024−4.2%
Operating-lease assets (leased space)$16.9M4 Dec 31, 2025$17.5M4 Dec 31, 2024−3.6%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$1.1B4 Dec 31, 2025$1.2B4 Dec 31, 2024−7.6%
Real estate investments, at cost$1.6B4 Dec 31, 2025$1.7B4 Dec 31, 2024−5.7%
Real estate accumulated depreciation$478.9M4 Dec 31, 2025$484.3M4 Dec 31, 2024−1.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$24.4M4 Dec 31, 2025$20.2M4 Dec 31, 2024+21.0%

Properties, in its own words

The following table sets forth certain operating information for our hotels as of December 31, 2025:

Date of · Year · Number · Purchase · Purchase Price · Mortgage

The rest of Item 2

Property · Location · Acquisition · Opened · of Rooms · Price · per Room · Debt Balance

Homewood Suites by Hilton Hartford-Farmington · Farmington, Connecticut · 4/23/2010 · 1999 · 121 · 11.5 · million · 95,041 · —

Residence Inn Long Island Holtsville · Holtsville, New York · 8/3/2010 · 2004 · 124 · 21.3 · million · 171,774 · —

Residence Inn White Plains · White Plains, New York · 9/23/2010 · 1982 · 138 · 21.2 · million · 159,398 · —

Residence Inn New Rochelle · New Rochelle, New York · 10/5/2010 · 2000 · 127 · 21.0 · million · 169,355 · —

Residence Inn Garden Grove · Garden Grove, California · 7/14/2011 · 2003 · 200 · 43.6 · million · 218,000 · —

Homewood Suites by Hilton San Antonio River Walk · San Antonio, Texas · 7/14/2011 · 1996 · 146 · 32.5 · million · 222,603 · —

Residence Inn Washington DC · Washington, DC · 7/14/2011 · 1974 · 104 · 29.4 · million · 280,000 · —

Residence Inn Tysons Corner · Vienna, Virginia · 7/14/2011 · 2001 · 121 · 37.0 · million · 305,785 · —

Hampton Inn Portland Downtown · Portland, Maine · 12/27/2012 · 2011 · 125 · 28.0 · million · 229,508 · —

Hyatt Place Pittsburgh North Shore · Pittsburgh, Pennsylvania · 6/17/2013 · 2010 · 178 · 40.0 · million · 224,719 · 23.3 · million

Hampton Inn Exeter · Exeter, New Hampshire · 8/9/2013 · 2010 · 112 · 15.2 · million · 136,937 · 15.0 · million

Residence Inn Bellevue · Bellevue, Washington · 10/31/2013 · 2008 · 231 · 71.8 · million · 316,883 · —

Springhill Suites Savannah · Savannah, Georgia · 12/5/2013 · 2009 · 162 · 39.8 · million · 248,438 · 22.0 · million

Residence Inn Silicon Valley I · Sunnyvale, CA · 6/9/2014 · 1983 · 231 · 92.8 · million · 401,776 · —

Residence Inn Silicon Valley II · Sunnyvale, CA · 6/9/2014 · 1985 · 248 · 102.0 · million · 411,103 · —

Residence Inn San Mateo · San Mateo, CA · 6/9/2014 · 1985 · 160 · 72.7 · million · 454,097 · —

Residence Inn Mountain View · Mountain View, CA · 6/9/2014 · 1985 · 144 · 56.4 · million · 503,869 · —

Hyatt Place Cherry Creek · Glendale, CO · 8/29/2014 · 1987 · 199 · 32.0 · million · 164,948 · —

Courtyard Addison · Addison, TX · 11/17/2014 · 2000 · 176 · 24.1 · million · 137,178 · —

Residence Inn San Diego Gaslamp · San Diego, CA · 2/25/2015 · 2009 · 240 · 90.0 · million · 375,000 · —

Residence Inn Dedham · Dedham, MA · 7/17/2015 · 2008 · 81 · 22.0 · million · 271,605 · —

Residence Inn Il Lugano · Fort Lauderdale, FL · 8/17/2015 · 2013 · 105 · 33.5 · million · 319,048 · —

Hilton Garden Inn Marina del Rey · Marina del Rey, CA · 9/17/2015 · 1998 · 136 · 45.1 · million · 336,194 · —

Home2 Suites Woodland Hills · Woodland Hills, CA · 8/29/2017 · 2022 · 170 · 70.9 · million · 418,107 · —

Hilton Garden Inn Portsmouth · Portsmouth, NH · 9/20/2017 · 2006 · 136 · 43.5 · million · 332,061 · —

Summerville Courtyard · Summerville, SC · 11/15/2017 · 2014 · 96 · 20.2 · million · 210,417 · 9.0 · million

Embassy Suites Springfield · Springfield, VA · 12/6/2017 · 2013 · 219 · 68.0 · million · 310,502 · —

Summerville Residence Inn · Summerville, SC · 8/27/2018 · 2018 · 96 · 20.8 · million · 216,667 · 9.5 · million

Dallas DT Courtyard · Dallas, TX · 12/5/2018 · 2018 · 167 · 49.0 · million · 293,413 · 24.5 · million

Residence Inn Austin Northwest/The Domain Area · Austin, TX · 8/3/2021 · 2016 · 132 · 37.0 · million · 280,000 · 20.9 · million

TownePlace Suites Austin Northwest/The Domain Area · Austin, TX · 8/3/2021 · 2021 · 137 · 34.3 · million · 250,000 · 19.1 · million

Hilton Garden Inn Destin Miramar Beach · Miramar Beach, FL · 3/8/2022 · 2020 · 111 · 31.0 · million · 279,000 · —

Home2 Suites Phoenix Downtown · Phoenix, AZ · 5/30/2024 · 2024 · 148 · 43.3 · million · 293,000 · —

Total · 5,021 · 1,400.9 · million · 279,008 · 143.2 · million

We lease our headquarters at 222 Lakeview Avenue, Suite 200, West Palm Beach, FL 33401. The lease for our headquarters has an initial term that expires in 2026. We entered into a new 10-year corporate office lease in 2024 that will commence on or before September 1, 2026. The Residence Inn New Rochelle hotel is subject to an air rights lease and garage lease that each expire on December 1, 2104. The Residence Inn San Diego Gaslamp hotel is subject to a ground lease with an expiration of January 31, 2065. The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration of December 31, 2067. The Home2 Phoenix Downtown hotel is subject to a finance lease with an expiration in 2032; the property will be conveyed to us at no cost at the expiration of this term. For more information on the leases to which we or our hotels are subject, see "Item 1. Business - Leases".

Item 2 of the 10-K filed Feb 27, 2026.3

Leadership

Who has led Chatham Lodging Trust, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (14)

Timeline

  1. Sep 14, 20268-K Executive or director change; Regulation FD disclosure31
  2. Aug 4, 20268-K Results of operations32
  3. May 12, 20268-K Shareholder vote33
  4. May 7, 20268-K Results of operations34
  5. May 6, 20268-K Financial statements and exhibits35
  6. Mar 6, 20268-K Completed an acquisition or sale; Regulation FD disclosure36
  7. Feb 25, 20268-K Results of operations37
  8. Feb 20, 20268-K Other events38
  9. Nov 5, 20258-K Results of operations39
  10. Sep 29, 20258-K Entered a material agreement; New debt or obligation; Regulation FD disclosure40
  11. Aug 6, 20258-K Results of operations41
  12. May 6, 20258-K Results of operations; Other events42
  13. Apr 27, 2010New chief executive Jeffrey H. Fisher becomes CEO12

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.32 a share, on Nov 5, 2025.43

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results32
  2. May 7, 2026Reported quarterly or annual results34
  3. Feb 25, 2026Reported quarterly or annual results37
  4. Nov 5, 2025Reported quarterly or annual results39
  5. Aug 6, 2025Reported quarterly or annual results41
  6. May 6, 2025Reported quarterly or annual results42
  7. Feb 26, 2025Reported quarterly or annual results44
  8. Nov 7, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

182 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 39 major events, 59 insider forms, 36 large holders, 28 other. The latest 20:

  1. Sep 14, 20264 EDGAR
  2. Sep 14, 20263 EDGAR
  3. Sep 14, 20268-K EDGAR
  4. Aug 14, 2026SCHEDULE 13G/A EDGAR
  5. Aug 11, 2026SCHEDULE 13G EDGAR
  6. Aug 4, 202610-Q EDGAR
  7. Aug 4, 20268-K EDGAR
  8. Jul 31, 2026SCHEDULE 13G/A EDGAR
  9. Jul 8, 2026SCHEDULE 13G/A EDGAR
  10. May 13, 2026SCHEDULE 13G EDGAR
  11. May 12, 20268-K EDGAR
  12. May 7, 202610-Q EDGAR
  13. May 7, 20268-K EDGAR
  14. May 6, 20268-K/A EDGAR
  15. Apr 29, 2026SCHEDULE 13G EDGAR
  16. Apr 29, 2026SCHEDULE 13G EDGAR
  17. Mar 31, 2026DEFA14A EDGAR
  18. Mar 31, 2026DEF 14A EDGAR
  19. Mar 31, 2026ARS EDGAR
  20. Mar 31, 2026SCHEDULE 13G EDGAR

The 182 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

10 open-market trades by officers, directors and large owners since October 2021: 8 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 10, 2024CRAVEN DENNIS MEVP & COOBuy12,000$7.88$94.6KForm 4
Jun 9, 2023Williams Ethel IsaacsDirectorSale2,000$9.92$19.8KForm 4
Jun 1, 2023Brewer Edwin B JRDirectorBuy8,800$18.95$166.8KForm 4
Mar 17, 2023CRAVEN DENNIS MEVP & COOBuy1,000$9.97$10.0KForm 4
Mar 16, 2023FISHER JEFFREY HPresident and CEOBuy10,000$10.28$102.8KForm 4
Mar 15, 2023CRAVEN DENNIS MEVP & COOBuy4,000$10.30$41.2KForm 4
May 20, 2022PERLMUTTER ROBERT DDirectorBuy4,200$11.84$49.7KForm 4
May 18, 2022Brewer Edwin B JRDirectorBuy10,000$21.25$212.5KForm 4
Mar 11, 2022Williams Ethel IsaacsDirectorSale1,000$14.14$14.1KForm 4
Nov 19, 2021FISHER JEFFREY HPresident and CEOBuy10,000$12.52$125.2KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jeffrey H. Fisher70$670.0K$5.2M55
2025Dennis M. Craven$438.0K$2.6M55
2025Jeremy Wegner$335.0K$1.7M55
2024ChairmanPresident & Chief Executive Officer$650.0K$5.3M55
2024Executive VicePresident & Chief Operating Officer$425.0K$2.7M55
2024Senior VicePresident & Chief Financial Officer$325.0K$1.7M55
2023ChairmanPresident & Chief Executive Officer$650.0K$5.3M55
2023Executive VicePresident & Chief Operating Officer$425.0K$2.6M55
2023Senior VicePresident & Chief Financial Officer$325.0K$1.7M55

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.8,972,566$118.7M0.0%+1,888,656
Donald Smith & Co., Inc.3,974,821$52.6M0.9%−681,621
Vanguard Portfolio Management LLC2,694,251$35.6M0.0%+24,563
Goldman Sachs Group Inc2,091,303$27.7M0.0%+197,955
Vanguard Capital Management LLC1,988,164$26.3M0.0%−75,752
Blackstone Inc.1,621,000$21.4M0.1%No change
Fuller & Thaler Asset Management, Inc.1,512,558$20.0M0.1%−55,385
Geode Capital Management, LLC1,329,644$17.6M0.0%+304
Arrowstreet Capital, Limited Partnership1,223,894$16.2M0.0%No change
Ameriprise Financial Inc1,219,405$16.1M0.0%+138,610
Aqr Capital Management LLC1,124,357$14.9M0.0%+39,488
State Street Corp1,040,484$13.9M0.0%+73,522
Renaissance Technologies LLC869,775$11.5M0.0%−49,300
Kennedy Capital Management LLC810,476$10.7M0.2%−14,908
Aegis Financial Corp678,530$9.0M1.4%No change
Jpmorgan Chase & Co543,041$7.2M0.0%−85,541
Two Sigma Investments, LP475,102$6.3M0.0%+246,287
Morgan Stanley460,983$6.1M0.0%−8,094
Peapod Lane Capital LLC457,149$6.0M4.1%+7,128
Dimensional Fund Advisors LP425,473$5.6M0.0%−109,400
Northern Trust Corp403,387$5.3M0.0%+12,924
Panagora Asset Management Inc402,913$5.3M0.0%+28,502
Charles Schwab Investment Management Inc387,603$5.1M0.0%−19,742
Bank Of America Corp /de/376,256$5.0M0.0%−16,941
D. E. Shaw & Co., Inc.375,690$5.0M0.0%−50,456

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

1 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Dec 29, 2021Bill HagertyRepublican, SenateSale$1,001 - $15,000+58.3%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Chatham Lodging Trust is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARChatham Lodging Trust1
  • CIK0001476045
  • Employer ID (EIN)27-12007773
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company3
  • Incorporated inMaryland3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address222 Lakeview Avenue, Suite 200, West Palm Beach, FL 334011
  • Phone(561) 802-44771
  • Shares outstanding46,565,614 as of Aug 4, 202610
  • Public float$335.0M as of Jun 30, 20253
  • AuditorPricewaterhouseCoopers LLP, Miami, Florida PCAOB ID 238; it also attests to the company’s internal control over financial reporting3
  • On EDGAR sinceNov 4, 20091
  • Filings839 in all: 4 (272), 8-K (204), SC 13G/A (70), 10-Q (50), SC 13G (24), 424B5 (20), 3 (19), 10-K (16)1
    All 40 form types

    DEF 14A (16), UPLOAD (16), DEFA14A (14), 8-K/A (13), CORRESP (12), SCHEDULE 13G (11), EFFECT (10), S-11/A (10), S-3 (9), SCHEDULE 13G/A (8), SC 13D/A (6), 4/A (5), ARS (5), 10-K/A (3), 5 (3), 424B1 (2), 8-A12B (2), S-11 (2), S-3ASR (2), S-8 (2), SC 13D (2), 10-Q/A (1), 3/A (1), 424B2 (1), 424B3 (1), CERT (1), CERTNYS (1), D (1), FWP (1), PRE 14A (1), RW (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Mar 31, 2026
    Latest 8-K (8-K) Sep 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Shares of Beneficial Interest, $0.01 par value per shareCLDTNew York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred SharesCLDT-PANew York Stock Exchange

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Chatham Lodging Trust names in Item 1A of its 10-K filed Feb 27, 2026: 64 risks under these headings, as written.3

  • Risks Related to Our Business
  • Risks Related to the Lodging Industry
  • General Risks Related to the Real Estate Industry
  • Risks Related to Our Organization and Structure
  • The COVID-19 pandemic had, and a future pandemic could have, adverse effects on our financial condition, results of operations, cash flows and performance.
  • Our investment policies are subject to revision from time to time at our Board of Trustees' discretion, which could diminish shareholder returns below expectations.
  • We depend on the efforts and expertise of our key executive officers whose continued service is not guaranteed.
  • Our future growth depends on obtaining new financing and if we cannot secure financing in the future, our growth will be limited.
  • We must rely on third party management companies to operate our hotels in order to qualify as a REIT under the Code and, as a result, we have less control than if we were operating the hotels directly.
  • The management of the hotels in our portfolio is currently concentrated in one hotel management company.
  • Our franchisors could cause us to expend additional funds on upgraded operating standards, which may reduce cash available for distribution to shareholders.
  • Our franchisors may cancel or fail to renew our existing franchise licenses, which could adversely affect our operating results and our ability to make distributions to shareholders.
The other 55 risks
  • Fluctuations in our financial performance, capital expenditure requirements and excess cash flow could adversely affect our ability to make distributions to our shareholders.
  • Future debt service obligations could adversely affect our overall operating results or cash flow and may require us to liquidate our properties, which could adversely affect our ability to make distributions to our shareholders and our share price.
  • If we are unable to repay our debt obligations in the future, we may be forced to refinance debt or dispose of or encumber our assets, which could adversely affect distributions to shareholders.
  • Interest expense on our debt may limit our cash available to fund our growth strategies and shareholder distributions.
  • Failure to hedge effectively against interest rate changes may adversely affect our results of operations and our ability to make shareholder distributions.
  • Joint venture investments that we may make could be adversely affected by our lack of decision-making authority, our reliance on joint venture partners' financial condition and disputes between us and our joint-venture partners.
  • We may from time to time make distributions to our shareholders in the form of our common shares, which could result in shareholders incurring tax liability without receiving sufficient cash to pay such tax.
  • Our conflict of interest policy may not be successful in eliminating the influence of future conflicts of interest that may arise between us and our trustees, officers and employees.
  • There may be conflicts of interest between us and affiliates owned by our Chief Executive Officer.
  • Hotel development is subject to timing, cost, and other risks.
  • Inflation and price volatility in the global economy could negatively impact our business and results of operations.
  • The lodging industry has experienced significant declines in the past and failure of the lodging industry to exhibit improvement may adversely affect our ability to execute our business strategy.
  • Our ability to make distributions to our shareholders may be affected by various operating risks common in the lodging industry.
  • Competition for acquisitions may reduce the number of properties we can acquire.
  • Competition for guests may lower our hotels' revenues and profitability.
  • The cyclical nature of the lodging industry may cause the return on our investments to be substantially less than we expect.
  • Due to our concentration in hotel investments, a downturn in the lodging industry would adversely affect our operations and financial condition.
  • The ongoing need for capital expenditures at our hotel properties may adversely affect our business, financial condition and results of operations and limit our ability to make distributions to our shareholders.
  • The increasing use by consumers of Internet travel intermediaries and alternative lodging market places may adversely affect our profitability.
  • The need for business-related travel and, thus, demand for rooms in our hotels may be materially and adversely affected by the increased use of business-related technology.
  • We and our hotel managers rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
  • We may face challenges managing rapidly advancing artificial intelligence in our business which could adversely affect our competitive position.
  • Future terrorist attacks, rumors or threats of war, or changes in terror alert levels could adversely affect travel and hotel demand.
  • We may assume liabilities in connection with the acquisition of hotel properties, including unknown liabilities, which, if significant, could adversely affect our business.
  • Uninsured and underinsured losses could adversely affect our operating results and our ability to make distributions to our shareholders.
  • We face risks associated with natural disasters and the direct and indirect physical effects of climate change, which may include more frequent and more severe storms, hurricanes, flooding, droughts and wildfires, any of which could have a material adverse effect on our hotel properties, operations, cash flows and financing options.
  • Noncompliance with environmental laws and governmental regulations could adversely affect our operating results and our ability to make distributions to shareholders.
  • Compliance with the ADA and other changes in governmental rules and regulations could substantially increase our cost of doing business.
  • The outbreak of widespread contagious disease, such as COVID-19, could reduce travel and adversely affect hotel demand.
  • A delay in approving a budget and/or continuing appropriation legislation to fund the operations of the federal government, failure to raise the borrowing limit for the federal government, and other legislative changes and governmental disruptions could affect travel directly and indirectly and may thereby negatively impact our revenues and cash available for distributions.
  • General Risks Related to Real Estate Industry
  • Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our hotel properties.
  • Increases in our property taxes would adversely affect our ability to make distributions to our shareholders.
  • Our hotel properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.
  • Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit your recourse in the event of actions not in your best interests.
  • Provisions of Maryland law may limit the ability of a third party to acquire control of our Company and may result in entrenchment of management and diminish the value of our common shares.
  • Provisions of our declaration of trust may limit the ability of a third party to acquire control of our Company and may result in entrenchment of management and diminish the value of our common shares.
  • Failure to make required distributions would subject us to tax.
  • Failure to maintain our qualification as a REIT would subject us to federal income tax and potentially to state and local taxes.
  • Our TRS Lessee structure subjects us to the risk of increased hotel operating expenses that could adversely affect our operating results and our ability to make distributions to our shareholders.
  • Our TRS structure increases our overall tax liability.
  • Our transactions with our TRS will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm's-length terms.
  • If our leases with our TRS Lessees are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT.
  • Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
  • If our hotel managers do not qualify as "eligible independent contractors," we would fail to qualify as a REIT.
  • Our ownership limitations may restrict or prevent you from engaging in certain transfers of our common shares.
  • The ability of our Board of Trustees to revoke our REIT qualification without shareholder approval may cause adverse consequences to our shareholders.
  • The ability of our Board of Trustees to change our major policies may not be in our shareholders’ interest.
  • If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our investors could lose confidence in our reported financial information, which could harm our business and the value of our shares.
  • Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
  • We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.
  • We may be unable to generate sufficient cash flows from our operations to make distributions to our shareholders at any time in the future.
  • Our revolving credit facility and term loan may limit our ability to pay dividends on common shares.
  • The market price of our equity securities may vary substantially, which may limit your ability to liquidate your investment.
  • The number of shares available for future sale could adversely affect the market price of our common shares.
  • Future offerings of debt or equity securities or incurrence of debt may adversely affect the market price of our common shares.

Legal proceedings

The Company is subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of its hotels, its managers and other Company matters. While it is not possible to ascertain the ultimate outcome of such matters, the Company believes that the aggregate identifiable amount of such liabilities, if any, will not have a material adverse impact on its financial condition or results of operations.

Refer to Note 13 “Commitments and Contingencies” of the notes to consolidated financial statements for discussion of all litigation matters, which is incorporated by reference herein and is considered an integral part of Part I, Item 3 “Legal Proceedings”.

The opening of Item 3, Legal Proceedings.3

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