Pebblebrook Hotel Trust

Property · Date Acquired · Location · Number ofGuest Rooms

1. · L'Auberge Del Mar · November 30, 2018 · Del Mar, CA · 121

2. · Hotel Palomar Los Angeles Beverly Hills · (1) · November 20, 2014 · Los Angeles, CA · 264

3. · W Los Angeles - West Beverly Hills · August 23, 2012 · Los Angeles, CA · 297

4. · Chamberlain West Hollywood · November 30, 2018 · West Hollywood, CA · 115

5. · Hotel Ziggy · November 30, 2018 · West Hollywood, CA · 108

6. · Le Parc at Melrose · November 30, 2018 · West Hollywood, CA · 154

7. · Mondrian Los Angeles · May 3, 2011 · West Hollywood, CA · 236

8. · Hyatt Centric Delfina Santa Monica · November 19, 2010 · Santa Monica, CA · 315

9. · Viceroy Santa Monica Hotel · (1) · November 30, 2018 · Santa Monica, CA · 169

10. · Embassy Suites San Diego Bay - Downtown · January 29, 2013 · San Diego, CA · 341

11. · Hilton San Diego Gaslamp Quarter · November 30, 2018 · San Diego, CA · 286

12. · Paradise Point Resort & Spa · (1) · November 30, 2018 · San Diego, CA · 462

13. · San Diego Mission Bay Resort · (1) · November 30, 2018 · San Diego, CA · 357

14. · Margaritaville Hotel San Diego Gaslamp Quarter · November 30, 2018 · San Diego, CA · 235

15. · The Westin San Diego Gaslamp Quarter · April 6, 2011 · San Diego, CA · 450

16. · Estancia La Jolla Hotel & Spa · (1) (4) · December 1, 2021 · La Jolla, CA · 210

17. · Argonaut Hotel · (1) · February 16, 2011 · San Francisco, CA · 252

18. · Harbor Court Hotel San Francisco · (1) · November 30, 2018 · San Francisco, CA · 131

19. · 1 Hotel San Francisco · (1) · November 30, 2018 · San Francisco, CA · 200

20. · Hotel Zelos San Francisco · (1) · October 25, 2012 · San Francisco, CA · 202

21. · Hotel Zephyr Fisherman's Wharf · (1) · December 9, 2013 · San Francisco, CA · 361

22. · Hotel Zeppelin San Francisco · (5) · May 22, 2014 · San Francisco, CA · 196

23. · Hotel Zetta San Francisco · April 4, 2012 · San Francisco, CA · 116

24. · Chaminade Resort & Spa · November 30, 2018 · Santa Cruz, CA · 156

25. · George Hotel · November 30, 2018 · Washington, DC · 139

26. · Hotel Monaco Washington DC · (1) · September 9, 2010 · Washington, DC · 184

27. · Hotel Zena Washington DC · November 30, 2018 · Washington, DC · 191

28. · Viceroy Washington DC · November 30, 2018 · Washington, DC · 178

29. · Southernmost Beach Resort · (2) · November 30, 2018 · Key West, FL · 296

30. · The Marker Key West Harbor Resort · November 30, 2018 · Key West, FL · 96

31. · Margaritaville Hollywood Beach Resort · (1) (4) · September 23, 2021 · Hollywood, FL · 369

32. · Inn on Fifth · May 11, 2022 · Naples, FL · 119

33. · LaPlaya Beach Resort & Club · May 21, 2015 · Naples, FL · 193

34. · Jekyll Island Club Resort · (1) · July 22, 2021 · Jekyll Island, GA · 200

35. · Hotel Chicago Downtown, Autograph Collection · November 30, 2018 · Chicago, IL · 354

36. · Hyatt Regency Boston Harbor · (1) · November 30, 2018 · Boston, MA · 270

37. · Revere Hotel Boston Common · December 18, 2014 · Boston, MA · 356

38. · The Liberty, a Luxury Collection Hotel, Boston · (1) (3) · November 30, 2018 · Boston, MA · 298

39. · The Westin Copley Place, Boston · (1) · November 30, 2018 · Boston, MA · 803

40. · W Boston · June 8, 2011 · Boston, MA · 238

41. · The Hotel Zags · August 28, 2013 · Portland, OR · 174

42. · The Nines, a Luxury Collection Hotel, Portland · July 17, 2014 · Portland, OR · 331

43. · Newport Harbor Island Resort · June 23, 2022 · Newport, RI · 258

44. · Skamania Lodge · November 3, 2010 · Stevenson, WA · 271

Total number of guest rooms · 11,052

(1) This property is subject to a long-term ground, air rights or hotel lease.

(2) One of the restaurant facilities at this property is subject to a ground lease.

(3) We own a 99.99% controlling interest in this property.

(4) This property is subject to mortgage debt. The Margaritaville Hollywood Beach Resort mortgage was paid off in February 2026.

(5) This property consists of a 116-guest room building which is owned fee simple and an adjoining building with 80 guest-rooms which is subject to a lease agreement.

Hotel Managers and Hotel Management Agreements

We are a party to hotel management agreements with Davidson Hospitality Group, HEI Hotels and Resorts, Highgate, Kimpton Hotels and Restaurants, Marriott International, Noble House Hotels & Resorts, Pyramid Global Hospitality, Sage Hospitality, sbe Hotel Group, SH Hotels & Resorts, Springboard Hospitality and Viceroy Hotel Group.

Our management agreements generally have the terms described below:

•Base Management Fees. Our management agreements generally provide for the payment of base management fees between 1% and 4% of the applicable hotel's revenues or a fixed amount, as determined in the agreements.

•Incentive Management and Other Fees. Some of our management agreements provide for the payment of incentive management fees. Generally, incentive management fees are 10% to 20% of net operating income above a specified return on project costs or as a percentage of net operating income above various net operating income thresholds. Some of our incentive fees are subject to a limit.

•Terms. The remaining terms of our management agreements are up to eight years, not including renewals, and up to 27 years, including renewals.

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• Restrictive covenants in our management contracts could preclude us from taking actions with respect to the sale or refinancing of a hotel property that would otherwise be in our best interest.
• We invest primarily in upper-upscale hotel properties, which, as a highly competitive sector and generally subject to greater volatility than most other lodging sectors, could negatively affect our profitability.
• Our TRS lessee structure subjects us to the risk of increased hotel operating expenses.
• Our hotels operated under franchise agreements are subject to risks arising from adverse developments with respect to the franchise brand and to costs associated with maintaining the franchise license.
• Our senior executive officers have broad discretion to make investments, and they may make investments where the returns are substantially below expectations or which result in net operating losses.
• Some of our hotels are subject to rights of first offer which may adversely affect our ability to sell those properties on favorable terms or at all.
• The purchase or sale of properties we put under contract may not be consummated.
• Our cash and cash equivalents are maintained in a limited number of financial institutions and the funds in those institutions may not be fully or federally insured.
• Our conflicts of interest policy may not adequately address all of the conflicts of interest that may arise with respect to our activities.
• Any joint venture investments that we may make in the future could be adversely affected by our lack of sole decision-making authority, our reliance on our co-venturers' financial condition and disputes between us and our co-venturers.
• Debt service obligations could adversely affect our overall operating results, may require us to sell hotel properties, may jeopardize our qualification as a REIT and could adversely affect our ability to make distributions to our shareholders and the market price of our common shares.
• Our existing indebtedness contains financial covenants that could limit our operations and our ability to make distributions to our shareholders.
• Our existing mortgage loan agreement contains, and mortgage loan agreements we may enter into in the future may contain, "cash trap" provisions that could limit our ability to make distributions to our shareholders.
• There is refinancing risk associated with our debt.
• If we default on our secured debt, the lenders may foreclose on our hotels.
• Acquiring outstanding debt secured by a hotel or resort property may expose us to risks of costs and delays in acquiring the underlying property.
• We are subject to counterparty risk with respect to our capped calls.
• Further issuances of equity securities or debt securities convertible into our common shares, including in connection with conversions of notes, may be dilutive to current shareholders and convertible noteholders or materially and adversely affect the price of our common shares.
• Future offerings of debt securities or preferred shares, which would be senior to our common shares upon liquidation and for the purpose of distributions, may cause the market price of our common shares to decline.
• Economic conditions may reduce demand for hotel properties and adversely affect hotel profitability.
• Our operating results and ability to make distributions to our shareholders may be adversely affected by various operating risks common to the lodging industry.
• Competition for acquisitions may reduce the number of properties we can acquire.
• The seasonality of the lodging industry may cause fluctuations in our quarterly revenues that cause us to borrow money to fund distributions to our shareholders.
• The cyclical nature of the lodging industry may cause the returns from our investments to be less than we expect.
• Capital expenditure requirements at our properties may be costly and require us to incur debt, postpone improvements, reduce distributions or otherwise adversely affect the results of our operations and the market price of our common shares.
• Hotel and resort development and redevelopment is subject to timing, budgeting and other risks that may adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.
• The increasing use by consumers of Internet travel intermediaries and alternative lodging marketplaces may reduce our revenues.
• We may be adversely affected by the increased use of technology that reduces the need for business-related travel.
• Our hotel managers and we 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.
• We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.
• We face risks associated with natural disasters, the direct and indirect physical effects of climate change, which may include more frequent and more severe storms, hurricanes, flooding, droughts and wildfires, and contagious diseases, any of which could have a material adverse effect on our hotel properties, operations, cash flows and financing options.
• Terrorism, terror alerts, rumors or threats of war and other disruptive geopolitical activity could adversely affect travel and hotel demand.
• Uninsured and underinsured losses could result in a loss of capital.
• Our hotels may be subject to unknown or contingent liabilities which could cause us to incur substantial costs.
• Noncompliance with environmental laws and regulations could subject us to fines and liabilities which could adversely affect our operating results.
• Compliance with the Americans with Disabilities Act could require us to incur substantial costs.
• Our hotel properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.
• The nature of the operations of our hotels exposes us to the risk of claims and litigation that may arise in the normal course of business.
• 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.
• Illiquidity of real estate investments could significantly impede our ability to sell hotels or otherwise respond to adverse changes in the performance of our hotel properties.
• If states and localities in which we own material amounts of property or conduct material amounts of business raise their transfer taxes, income or property tax rates or amend their tax regimes in a manner that increases our state and local tax liabilities, we would have less cash available for distribution to our shareholders and the market price of our shares could be adversely affected.
• The costs of compliance with or liabilities under environmental laws could significantly reduce our profitability.
• Provisions of our declaration of trust may limit the ability of a third party to acquire control of us by authorizing our board of trustees to authorize issuances of additional securities.
• Provisions of Maryland law may limit the ability of a third party to acquire control of us by requiring our board of trustees or shareholders to approve proposals to acquire our company or effect a change of control.
• The ownership limitations in our declaration of trust may restrict or prevent shareholders from engaging in certain transfers of our common shares.
• Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit shareholders' recourse in the event of actions not in their best interests.
• Our declaration of trust contains provisions that make removal of our trustees difficult, making it difficult for our shareholders to effect changes to our management.
• The ability of our board of trustees to change our major policies without the consent of shareholders may not be in our shareholders' interest.
• Holders of our outstanding preferred shares have dividend, liquidation and other rights that are senior to the rights of the holders of our common shares.
• The change of control conversion and redemption features of the Series E Preferred Shares, the Series F Preferred Shares, the Series G Preferred Shares and the Series H Preferred Shares may make it more difficult for a party to take over our company or discourage a party from taking over our company.
• We have entered into an agreement with each of our executive officers that requires us to make payments in the event the officer's employment is terminated by us without cause, by the officer for good reason or under certain circumstances following a change of control of our company.
• 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 shareholders could lose confidence in our financial results, which could harm our business and the value of our common shares.
• Our failure to maintain our qualification as a REIT would result in higher taxes and reduced cash available for distribution to our shareholders.
• Complying with REIT requirements may cause us to forego otherwise attractive business opportunities or liquidate otherwise attractive investments.
• To maintain our qualification as a REIT and avoid corporate income tax and excise tax, we must distribute annually a certain percentage of our REIT taxable income, which could require us to raise capital on terms or sell properties at prices or at times that are unfavorable.
• We may pay taxable dividends partly in shares and partly in cash, in which case shareholders may sell our shares to pay tax on such dividends, placing downward pressure on the market price of our shares.
• Our TRS lessees increase our overall tax liability.
• Our ownership of our TRSs is limited and our transactions with our TRSs will cause us to be subject to a 100 percent penalty tax on certain income or deductions if those transactions are not conducted on arm's-length terms.
• If the leases of our hotel properties to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we would fail to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our shareholders.
• If our Operating Partnership failed to qualify as a partnership for U.S. federal income tax purposes, we would cease to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our shareholders and suffer other adverse consequences.
• If our TRSs fail to qualify as TRSs for U.S. federal income tax purposes or our hotel managers do not qualify as "eligible independent contractors," we would fail to qualify as a REIT.
• Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
• Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.
• If our subsidiary REITs failed to qualify as REITs, we could be subject to higher taxes and could fail to remain qualified as REITs.
• The ability of our board of trustees to revoke our REIT qualification without shareholder approval may subject us to U.S. federal and state income tax and reduce distributions to our shareholders.
• The share ownership restrictions of the Code for REITs and the 9.8 percent share ownership limit in our declaration of trust may inhibit market activity in our shares and restrict our business combination opportunities.
• The prohibited transactions tax may limit our ability to engage in transactions, including dispositions of assets that would be treated as sales for U.S. federal income tax purposes.