SHO on NYSE

Sunstone Hotel Investors, Inc.

American hotels and motels company, incorporated in Maryland1

In its 2026 annual report the company says: “We are a real estate investment trust, under the Internal Revenue Code of 1986, as amended. We own hotels in convention, urban, and resort destinations that benefit from significant barriers to entry by competitors and diverse economic drivers.”3 It is headquartered in Aliso Viejo, California.1 Its shares trade on NYSE under the symbol SHO.1

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Last updated Oct 21, 2026.

Overview

Compare with Xenia Hotels and Resorts, STUDIO CITY INTERNATIONAL HOLDINGS Ltd or Atour Lifestyle Holdings Ltd, or pick any stock.

  • TickerSHO on NYSE1
  • IndustryHotels & Motels1
  • HeadquartersAliso Viejo, California1
  • Incorporated inMD2
  • Business address15 Enterprise, Suite 200, Aliso Viejo, Ca 926562
  • Filer categoryLarge accelerated filer2

The “Company,” “we,” “our,” and “us” refer to Sunstone Hotel Investors, Inc., a Maryland corporation, and one or more of our subsidiaries, including Sunstone Hotel Partnership, LLC, or the Operating Partnership, and Sunstone Hotel TRS Lessee, Inc., or the TRS Lessee, and, as the context may require, Sunstone Hotel Investors only or the Operating Partnership only.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

2.6%Net margin4
6.0%Revenue growth, 20254
1.3%Return on equity4
0.47×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 61% of the revenue Sunstone Hotel Investors, Inc. broke down this way in fiscal 2025.

  1. Occupancy$582.7M461%up 4% from 2024
  2. Food and Beverage$278.7M429%up 9% from 2024
  3. Hotel, Other$98.8M410%up 9% from 2024
Products and services by year
Products and services202320242025
Occupancy$619.3M$559.1M$582.7M
Food and Beverage$277.5M$256.2M$278.7M
Hotel, Other$89.7M$90.5M$98.8M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs97¢$935.3M
  • Income tax0¢$216.0K
  • Profit3¢$24.6M

Out of $960.1M in revenue.4

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid46¢$86.4M
  • Share buybacks54¢$102.6M

Out of $181.8M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.4

Financial statements

Revenue56784$960.1M in 2025−14% since 2019
0$500.0M$1.0B$1.5B2019: $1.1B$1.1B20192020: $267.9M$267.9M2020−76%2021: $509.1M$509.1M2021+90%2022: $912.1M$912.1M2022+79%2023: $986.5M$986.5M2023+8%2024: $905.8M$905.8M2024−8%2025: $960.1M$960.1M2025+6%
Net income56784$24.6M in 2025−83% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M$400.0M2019: $142.8M$142.8M20192020: -$410.5M-$410.5M20202021: $33.0M$33.0M20212022: $90.8M$90.8M2022+175%2023: $206.7M$206.7M2023+128%2024: $43.3M$43.3M2024−79%2025: $24.6M$24.6M2025−43%

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

Period ending2025-12-312024-12-312023-12-31
Total revenues$960.1M$905.8M$986.5M
Advertising and promotion$54.3M$52.2M$52.0M
Repairs and maintenance$39.7M$35.9M$38.3M
Utilities$28.5M$26.6M$27.6M
Franchise costs$18.5M$18.4M$16.9M
Property tax, ground lease and insurance$76.5M$77.2M$78.8M
Other property-level expenses$117.3M$110.8M$120.2M
Corporate overhead$31.6M$29.1M$31.4M
Depreciation and amortization$134.5M$124.5M$127.1M
Total operating expenses$884.4M$827.2M$867.8M
Interest and other income$11.0M$13.2M$10.5M
Interest expense-$53.0M-$50.1M-$51.7M
(Loss) gain on sale of assets, net-$8.8M$457.0K$123.8M
(Loss) gain on extinguishment of debt-$180.0K$59.0K$9.9M
Income before income taxes$24.8M$42.2M$211.3M
Income tax (provision) benefit , net-$216.0K$1.1M-$4.6M
Net Income$24.6M$43.3M$206.7M
Preferred stock dividends, net of gain on repurchases-$16.1M-$15.2M-$14.0M
Income attributable to common stockholders$8.5M$28.0M$192.7M
Basic income attributable to common stockholders per common share (in dollars per share)$0.04$0.14$0.93
Diluted income attributable to common stockholders per common share (in dollars per share)$0.04$0.14$0.93
Basic weighted average common shares outstanding (in shares)193.6M shares201.7M shares205.6M shares
Diluted weighted average common shares outstanding (in shares)194.3M shares202.6M shares205.9M shares

Compare Sunstone Hotel Investors, Inc. with another company

Corporate structure

Sunstone Hotel Investors, Inc. 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 Sunstone Hotel Investors, Inc.

  • Bank of America Filed SCHEDULE 13G/A on Sunstone Hotel Investors, Inc., latest Aug 6, 2026 (3 filings since May 14, 2026)
  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Sunstone Hotel Investors, Inc., latest Apr 30, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Sunstone Hotel Investors, Inc., latest Mar 26, 2026 (4 filings since Feb 10, 2022)
  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Sunstone Hotel Investors, Inc., latest Feb 5, 2026
  • BlackRock Filed SCHEDULE 13G/A on Sunstone Hotel Investors, Inc., latest Jul 17, 2025 (4 filings since Feb 3, 2022)
  • Tarsadia Capital, LLC Filed SC 13G/A on Sunstone Hotel Investors, Inc., latest Nov 12, 2024 (3 filings since Nov 6, 2023)
  • State Street Corporation Filed SC 13G/A on Sunstone Hotel Investors, Inc., latest Jan 30, 2024 (2 filings since Feb 6, 2023)
  • PRICE T ROWE ASSOCIATES INC /MD/ Filed SC 13G/A on Sunstone Hotel Investors, Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • Sunstone Hotel Investors, Inc. Aliso Viejo, California

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

What it owns

What Sunstone Hotel Investors, Inc. 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$641.4M4 Dec 31, 2025$645.9M4 Dec 31, 2024−0.7%
Buildings and improvements$2.9B4 Dec 31, 2025$2.8B4 Dec 31, 2024+3.0%
Construction in progress$48.5M4 Dec 31, 2025$147.2M4 Dec 31, 2024−67.1%
Property and equipment, net$1.6M4 Dec 31, 2025$2.3M4 Dec 31, 2024−30.7%
Operating-lease assets (leased space)$4.4M4 Dec 31, 2025$8.5M4 Dec 31, 2024−47.8%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$2.8B4 Dec 31, 2025$2.9B4 Dec 31, 2024−3.0%
Real estate investments, at cost$4.1B4 Dec 31, 2025$4.1B4 Dec 31, 2024+0.4%
Real estate accumulated depreciation$1.4B4 Dec 31, 2025$1.3B4 Dec 31, 2024+8.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$109.2M4 Dec 31, 2025$107.2M4 Dec 31, 2024+1.9%

Properties, in its own words

The following table sets forth additional summary information with respect to our hotels as of December 31, 2025:

Hotel · City · State · Chain ScaleSegment · Rooms · Manager

The rest of Item 2

Andaz Miami Beach · Miami Beach · Florida · Luxury · 287 · Hyatt

Four Seasons Resort Napa Valley · Calistoga · California · Luxury · 85 · Four Seasons

Hilton San Diego Bayfront (1) · San Diego · California · Upper Upscale · 1,190 · Hilton

Hyatt Regency San Antonio Riverwalk · San Antonio · Texas · Upper Upscale · 630 · Hyatt

Hyatt Regency San Francisco · San Francisco · California · Upper Upscale · 821 · Hyatt

JW Marriott New Orleans (1) · New Orleans · Louisiana · Luxury · 501 · Marriott

Marriott Boston Long Wharf · Boston · Massachusetts · Upper Upscale · 415 · Marriott

Marriott Long Beach Downtown · Long Beach · California · Upper Upscale · 376 · Marriott

Montage Healdsburg · Healdsburg · California · Luxury · 130 · Montage

Oceans Edge Resort & Marina · Key West · Florida · Upper Upscale · 175 · Singh

Renaissance Orlando at SeaWorld® · Orlando · Florida · Upper Upscale · 781 · Marriott

The Bidwell Marriott Portland · Portland · Oregon · Upper Upscale · 258 · Sage

The Westin Washington, DC Downtown · Washington · District of Columbia · Upper Upscale · 807 · Marriott

Wailea Beach Resort · Wailea · Hawaii · Upper Upscale · 543 · Marriott

Total number of rooms · 6,999

(1) · Subject to a ground or airspace lease with an unaffiliated third party. The airspace lease at the JW Marriott New Orleans applies only to certain balcony space that is not integral to the hotel’s operations.

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

Leadership

Who has led Sunstone Hotel Investors, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (28)

Timeline

  1. Aug 11, 20268-K Other events58
  2. Aug 6, 20268-K Results of operations59
  3. Jun 23, 20268-K Regulation FD disclosure60
  4. Jun 1, 20268-K Regulation FD disclosure61
  5. May 5, 20268-K Results of operations; Executive or director change; Shareholder vote62
  6. Feb 27, 20268-K Results of operations63
  7. Nov 17, 20258-K Executive or director change64
  8. Nov 7, 20258-K Results of operations65
  9. Sep 26, 20258-K Entered a material agreement; New debt or obligation; Regulation FD disclosure66
  10. Aug 6, 20258-K Results of operations67
  11. May 6, 20258-K Results of operations; Shareholder vote68
  12. Feb 21, 20258-K Results of operations; Executive or director change69
  13. Mar 8, 2022New chief executive Bryan Albert Giglia becomes CEO12
  14. Sep 13, 2021New chief executive Douglas M. Pasquale becomes CEO13
  15. Feb 18, 2015New chief executive John Arabia V. becomes CEO14
  16. Aug 8, 2011New chief executive Kenneth Edward Cruse becomes CEO15
  17. Jan 22, 2009New chief executive Arthur L. Buser becomes CEO16
  18. Mar 28, 2007New chief executive Steven R. Goldman becomes CEO17
  19. Feb 10, 2006New chief executive Robert A. Alter becomes CEO18

Calendar

Coming up

  1. Nov 6, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.17 a share, on Nov 7, 2025.70

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results59
  2. May 5, 2026Reported quarterly or annual results62
  3. Feb 27, 2026Reported quarterly or annual results63
  4. Nov 7, 2025Reported quarterly or annual results65
  5. Aug 6, 2025Reported quarterly or annual results67
  6. May 6, 2025Reported quarterly or annual results68
  7. Feb 21, 2025Reported quarterly or annual results69
  8. Nov 12, 2024Reported quarterly or annual results71

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

Filings

234 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 41 major events, 125 insider forms, 20 large holders, 28 other. The latest 20:

  1. Aug 11, 20268-K EDGAR
  2. Aug 10, 2026424B5 EDGAR
  3. Aug 6, 202610-Q EDGAR
  4. Aug 6, 20268-K EDGAR
  5. Aug 6, 2026SCHEDULE 13G/A EDGAR
  6. Aug 3, 2026SCHEDULE 13G/A EDGAR
  7. Jun 24, 2026144 EDGAR
  8. Jun 24, 20264 EDGAR
  9. Jun 23, 20268-K EDGAR
  10. Jun 22, 2026144 EDGAR
  11. Jun 1, 20268-K EDGAR
  12. May 14, 2026SCHEDULE 13G EDGAR
  13. May 5, 20264 EDGAR
  14. May 5, 20264 EDGAR
  15. May 5, 20264 EDGAR
  16. May 5, 20264 EDGAR
  17. May 5, 20264 EDGAR
  18. May 5, 20264 EDGAR
  19. May 5, 202610-Q EDGAR
  20. May 5, 20268-K EDGAR

The 234 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

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

DateWhoTradeSharesPriceValueFiling
Jun 24, 2026Springer Robert CPRESIDENT AND CIOSale89,631$11.62$1.0MForm 4
Jun 3, 2022Springer Robert CPRESIDENT AND CIOSale1$12.35$12Form 4
Dec 15, 2021PASQUALE DOUGLAS MDirectorBuy9,000$10.63$95.7KForm 4
Dec 13, 2021PASQUALE DOUGLAS MDirectorBuy1,765$11.00$19.4KForm 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
2025Bryan A. Giglia$4.5M80
2025Robert C. Springer$3.3M80
2025Aaron R. Reyes$2.3M80
2025Christopher G. Ostapovicz$1.8M80
2025David M. Klein$1.6M80
2024CEO$3.9M80
2024President ꟷ CIO$3.2M80
2024EVP ꟷ CFO$1.8M80
2024EVP ꟷ General Counsel$1.5M80
2024Former EVP ꟷ COO$1.4M80
2023CEO$4.1M80
2023President ꟷ CIO$3.4M80
2023Former EVP ꟷ COO$1.9M80
2023EVP ꟷ General Counsel$1.8M80
2023EVP ꟷ CFO$1.7M80

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.35,116,958$402.1M0.0%+2,131,345
Vanguard Portfolio Management LLC19,735,550$226.0M0.0%+323,511
State Street Corp10,740,243$123.9M0.0%−66,522
Blackstone Inc.8,580,000$98.2M0.3%−65,000
Vanguard Capital Management LLC8,358,012$95.7M0.0%−202,820
Bank Of America Corp /de/6,207,364$71.1M0.0%−3,892,174
Geode Capital Management, LLC5,195,704$59.5M0.0%+137,447
Woodline Partners LP4,624,593$53.0M0.2%+1,076,418
Prudential Financial Inc4,532,827$51.9M0.1%−100,722
Nuveen, LLC4,271,276$48.9M0.0%+3,121,338
Charles Schwab Investment Management Inc4,214,590$48.3M0.0%−64,054
Citadel Advisors LLC4,122,371$47.2M0.0%+1,659,824
Jpmorgan Chase & Co3,797,012$44.4M0.0%+208,909
Goldman Sachs Group Inc3,729,729$42.7M0.0%+2,562,023
Qube Research & Technologies Ltd3,115,099$35.7M0.0%+3,046,960
Adage Capital Partners Gp, L.l.c.3,100,000$35.5M0.0%No change
Legal & General Group Plc2,891,965$33.1M0.0%+13,565
Northern Trust Corp2,776,507$31.8M0.0%+137,638
Arrowstreet Capital, Limited Partnership2,654,502$30.4M0.0%+1,895,517
Cbre Investment Management Listed Real Assets LLC2,648,664$30.3M0.4%−1,313,040
Dimensional Fund Advisors LP2,561,666$29.3M0.0%−29,573
Morgan Stanley2,386,927$27.3M0.0%+985,288
Tributary Capital Management, LLC1,718,319$19.7M1.6%−51,006
William Blair Investment Management, LLC1,464,572$16.8M0.1%−391,137
Bank of New York Mellon Corp1,422,541$16.3M0.0%+818

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
Jul 12, 2023Daniel S. GoldmanDemocratic, HouseSale$1,001 - $15,000+57.9%Report

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

SEC filer profile

How Sunstone Hotel Investors, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSunstone Hotel Investors, Inc.1
  • CIK0001295810
  • Employer ID (EIN)20-12968863
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company3
  • Incorporated inMaryland3
  • Fiscal year endsDecember 311
  • Industry code (SIC)7011 Hotels & Motels1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address15 Enterprise, Suite 200, Aliso Viejo, CA 926561
  • Phone(949) 330-40001
  • Shares outstanding185,943,941 as of Jul 30, 202610
  • Public float$1.6B as of Jun 30, 20253
  • AuditorErnst & Young LLP, Irvine, California PCAOB ID 42; it also attests to the company’s internal control over financial reporting3
  • On EDGAR sinceJul 2, 20041
  • Filings1,332 in all: 4 (507), 8-K (292), SC 13G/A (126), 10-Q (66), SC 13G (45), 3 (40), 424B5 (31), 10-K (22)1
    All 44 form types

    DEF 14A (22), UPLOAD (21), 4/A (17), CORRESP (17), DEFA14A (11), S-11/A (10), 424B7 (9), FWP (8), S-3ASR (8), 424B4 (7), 8-A12B (7), 8-K/A (6), S-8 (6), CERTNYS (5), SC TO-I/A (5), 25-NSE (4), ARS (4), S-11 (4), SC 13D/A (4), SCHEDULE 13G/A (4), SCHEDULE 13G (3), 144 (2), 424B3 (2), CERT (2), S-3 (2), S-3/A (2), SC TO-I (2), 10-K/A (1), 3/A (1), 5 (1), EFFECT (1), PX14A6G (1), REGDEX/A (1), S-11MEF (1), S-8 POS (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Mar 18, 2026
    Latest 8-K (8-K) Aug 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par valueSHONew York Stock Exchange
Series H Cumulative Redeemable Preferred Stock, $0.01 par valueSHO.PRHNew York Stock Exchange
Series I Cumulative Redeemable Preferred Stock, $0.01 par valueSHO.PRINew 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 Sunstone Hotel Investors, Inc. names in Item 1A of its 10-K filed Feb 27, 2026: 68 risks under these headings, as written.3

  • Risks Related to Our Business and Industry
  • We own upper upscale and luxury hotels located in convention, urban, and resort destinations in an industry that is highly competitive.
  • Events beyond our control, including economic slowdowns or recessions, uncertainty surrounding certain international economic and political relationships, including political disputes, government shutdowns, and the imposition of tariffs, natural disasters, civil unrest, and terrorism may harm the operating performance of the hotel industry generally and the performance of our hotels.
  • Inflation may adversely affect our financial condition and results of operations.
  • System security risks, data protection breaches, cyber-attacks, and systems integration issues could disrupt the information technology network and systems used by us, our suppliers, our third-party managers or our franchisors, and any such disruption could reduce our expected revenue, increase our expenses, compromise confidential information, damage our reputation, increase our potential liability and adversely affect our common stock price.
  • A significant portion of our hotels are geographically concentrated and, accordingly, we could be disproportionately harmed by economic conditions, competition, new hotel supply, real and personal property tax rates, civil unrest, or natural disasters in these areas of the country.
  • We face possible risks associated with the physical and transitional effects of climate change.
  • Uninsured or underinsured losses could harm our financial condition, results of operations, and ability to make distributions to our stockholders.
  • The operating results of some of our hotels are significantly reliant upon group and transient business generated by large corporate customers, and the loss of such customers for any reason could harm our operating results.
  • The increased use of virtual meetings and similar technologies could lessen the need for business-related travel and, therefore, demand for rooms in our hotels may be adversely affected.
  • Our hotels require ongoing capital investment and we may incur significant capital expenditures in connection with acquisitions, repositionings, and other improvements, some of which are mandated by applicable laws or regulations or agreements with third parties, and the costs of such renovations, repositionings, or improvements, including cost increases resulting from inflation or the implementation of international tariffs, and delays due to supply chain disruptions, may exceed our expectations or cause other problems.
  • Delays in the renovation or repositioning of hotel properties may have adverse effects on our results of operations and returns to our stockholders.
The other 57 risks
  • Accounting for the acquisition of a hotel property or other entity involves assumptions and estimations to determine fair value that could differ materially from the actual results achieved in future periods.
  • Volatility in the debt and equity markets may adversely affect our ability to acquire, renovate, refinance or sell our hotels.
  • We may pursue joint venture investments that could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturer.
  • We may be subject to unknown or contingent liabilities related to recently sold or acquired hotels, as well as hotels we may sell or acquire in the future.
  • We may seek to acquire a portfolio of hotels or a company, which could present more risks to our business and financial results than the acquisition of a single hotel.
  • The sale of a hotel or portfolio of hotels is typically subject to contingencies, risks and uncertainties, any of which may cause us to be unsuccessful in completing the disposition.
  • The illiquidity of real estate investments and the lack of alternative uses of hotel properties could significantly limit our ability to respond to adverse changes in the performance of our hotels and harm our financial condition.
  • We may originate loans secured by a hotel in connection with its disposition, which would expose us to risk of non-repayment or may cause us to incur significant costs to exercise our remedies under such loan if the borrower were to default on their obligations.
  • One of our hotels is subject to a ground lease with an unaffiliated party, the termination of which by the lessor for any reason, including due to our default on the lease, could cause us to lose the ability to operate the hotel altogether and may adversely affect our results of operations.
  • Because we are a REIT, we depend on third parties to operate our hotels, which could harm our results of operations.
  • We are subject to risks associated with our operators’ employment of hotel personnel, which could increase our expenses or expose us to additional liabilities.
  • Most of our hotels operate under a brand owned by Four Seasons, Hilton, Hyatt, Marriott, or Montage. Should any of these brands experience a negative event, or receive negative publicity, our operating results may be harmed.
  • Our brand managers and franchisors may adopt new policies or change existing policies, which could result in increased costs that could negatively impact our hotels.
  • Future adverse litigation judgments or settlements resulting from legal proceedings could have an adverse effect on our financial condition.
  • Claims by persons regarding our properties could affect the attractiveness of our hotels or cause us to incur additional expenses.
  • The hotel business is seasonal and seasonal variations in business volume at our hotels will cause quarterly fluctuations in our revenue and operating results.
  • Changes in the debt and equity markets may adversely affect the value of our hotels.
  • Certain of our hotels have in the past become impaired and additional hotels may become impaired in the future.
  • Laws and governmental regulations may restrict the ways in which we use our hotel properties and increase the cost of compliance with such regulations. Noncompliance with such regulations could subject us to penalties, loss of value of our properties or civil damages.
  • Compliance with corporate responsibility initiatives and commitments, may impose additional costs and expose us to new risks that could adversely affect our results of operations, financial condition, and cash flows.
  • Our brand managers and franchisors may require us to make capital expenditures pursuant to property improvement plans (“PIPs”) or to comply with brand standards, and the failure to make the required expenditures could cause the hotel brands or franchisors to terminate the management, franchise, or operating lease agreements.
  • Because all but one of our hotels are brand managed or operated under a franchise agreement, termination of these management, franchise, or operating lease agreements could cause us to lose business at our hotels.
  • The growth of alternative reservation channels could adversely affect our business and profitability.
  • The failure of tenants in our hotels to make rent payments or comply with the material terms of our retail and restaurant leases may adversely affect our results of operations.
  • We rely on our corporate and hotel senior management teams, the loss of whom may cause us to incur costs and harm our business.
  • We could be harmed by inadvertent errors, misconduct or fraud that is difficult to detect.
  • If we fail to maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or identify and prevent fraud.
  • Risks Related to Our Debt and Financing
  • As of December 31, 2025, we had $930.0 million of outstanding debt, and carrying such debt may restrict our financial flexibility or harm our business and financial results by imposing requirements on our business.
  • Our debt agreements contain various covenants, restrictions, requirements, and other limitations, and should we default, we may be required to pay additional fees, provide additional security or repay the debt, all of which would negatively affect our financial conditions and results of operations. Defaulting on existing debt may limit our ability to access additional debt financing in the future.
  • Certain of our loans are subject to variable interest rates, which creates uncertainty in the amount of interest expense we will incur in the future and may negatively impact our operating results.
  • We need to refinance our indebtedness from time to time, and our inability to refinance on favorable terms, or at all, could impact our financial condition.
  • Our organizational documents contain no limitations on the amount of debt we can incur, so we may become too highly leveraged.
  • Risks Related to Our Status as a REIT
  • If we fail to qualify as a REIT, our distributions will not be deductible by us and our income will be subject to federal and state taxation.
  • Even as a REIT, we may become subject to federal, state, or local taxes on our income or property.
  • Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
  • If the leases between our hotels and the TRS Lessee are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT.
  • We may be subject to taxes in the event our operating leases are not held to be on an arm’s-length basis.
  • The TRS Lessee is subject to special rules that may result in increased taxes.
  • Because we are a REIT, we depend on the TRS Lessee and its subsidiaries to make rent payments to us, and their inability to do so could harm our revenue and our ability to make distributions to our stockholders.
  • We may be required to pay a penalty tax upon the sale of a hotel.
  • We may be subject to corporate income tax on certain built-in gains.
  • If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties on a tax deferred basis.
  • Legislative or other actions affecting REITs could have a negative effect on us.
  • Risks Related to Our Common Stock and Corporate Structure
  • The market price of our equity securities may vary substantially.
  • Distributions to our common stockholders may vary, and distributions on our common stock may be made in the form of cash, stock, or a combination of both; however, the IRS may disallow our use of stock dividends to satisfy our distribution requirements.
  • Shares of our common stock that are or become available for sale could affect the stock price.
  • Our earnings and cash distributions may affect the market price of our common stock.
  • Our stock repurchase program may not enhance long-term stockholder value, could cause volatility in the price of our common and preferred stock and could diminish our cash reserves.
  • Provisions of Maryland law and our organizational documents may limit the ability of a third party to acquire control of the Company and may serve to limit our stock price.
  • Aggregate Stock and Common Stock Ownership Limits.
  • Number of Directors, Board Vacancies, Term of Office.
  • Limitation on Stockholder Requested Special Meetings.
  • Advance Notice Provisions for Stockholder Nominations and Proposals.
  • Authority of our Board to Amend our Bylaws.
  • Unsolicited Takeover Provisions.
  • Our board of directors may change our significant corporate policies without the consent of our stockholders.
  • We may be subject to actions or proposals from stockholders that do not align with our business strategies.

Legal proceedings

We are involved from time to time in various claims and legal actions in the ordinary course of our business. We do not believe that the outcome of any such pending legal matters will have a material adverse effect on our financial position or results of operations when resolved.

The opening of Item 3, Legal Proceedings.3

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