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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the ~~The~~fiscal ~~Fiscal~~year ~~Year~~ended ~~Ended~~ December 31, ~~2023~~2024

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission file number 000-54047

LIGHTSTONE VALUE PLUS REIT II, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		83-0511223
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1985 Cedar Bridge Avenue, Suite 1, Lakewood, NJ		08701
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: 732-367-0129

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class		Name of Each Exchange on Which Registered
None		None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.01 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically~~, if any,~~ every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There is no established market for the Registrant’s common stock. As of June 30, ~~2023~~2024, the last business day of the most recently completed second quarter, there were 1716.1 million shares of the Registrant’s common stock held by non-affiliates of the registrant. On March 18 21, ~~2024~~2025, the board of directors of the Registrant approved an estimated value per share of the Registrant’s common stock of $910.84 89 per share (after allocations to the holders of subordinated profits interests in the operating partnership) derived from the estimated value of the Registrant’s assets less the estimated value of the Registrant’s liabilities divided by the number of shares outstanding, all as of December 31, ~~2023~~2024. For a full description of the methodologies used to value the Registrant’s assets and liabilities in connection with the calculation of the estimated value per share, see Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Market Information.” As of March 15, ~~2024~~2025, there were 16.40 million shares of the Registrant’s common stock held by non-affiliates of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

None.

LIGHTSTONE VALUE PLUS REIT II, INC.

Table of Contents

		Page	~~Page~~
PART I
Item 1.	Business	1	1
Item 1B.	Unresolved Staff Comments	6	6
Item 1C.	Cybersecurity	6	6
Item 2.	Properties	7	7
Item 3.	Legal Proceedings	8	9
Item 4.	Mine Safety Disclosures	8	9
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	9	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 6.	[Reserved]	16
Item 8.	Financial Statements and Supplementary Data		36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		37
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9A.	Controls and Procedures		37
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9B.	Other Information		38
Item 9A.	Controls and Procedures	32
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		38
Item 9B.	Other Information	32
PART III
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	32
Item 10.	Directors and Executive Officers of the Registrant		39
PART III
Item 11.	Executive Compensation		42
Item 10.	Directors and Executive Officers of the Registrant	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management		42
Item 11.	Executive Compensation	36
Item 13.	Certain Relationships and Related Transactions		43
Item 12.	Security Ownership of Certain Beneficial Owners and Management	36
Item 14.	Principal Accounting Fees and Services		46
Item 13.	Certain Relationships and Related Transactions	37
PART IV
Item 14.	Principal Accounting Fees and Services	40
Item 15.	Exhibits and Financial Statement Schedules		50
PART IV
Item 16.	Form 10-K Summary		51
Item 15.	Exhibits and Financial Statement Schedules	43
	Signatures		52
Item 16.	Form 10-K Summary	43
Signatures		44

Table of Contents

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (the “Annual Report”), together with other statements and information publicly disseminated by Lightstone Value Plus REIT II, Inc., contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to (i) changes in market factors that could impact our rental rates and operating costs, (ii) financing risks, such as the inability to obtain equity, debt, or other sources of financing on favorable terms, (iii) changes in governmental laws and regulations, (iv) the level and volatility of interest rates and the availability of suitable acquisition opportunities. Accordingly, there is no assurance that our expectations will be realized.

Forward-looking statements in this Annual Report reflect our management’s view only as of the date of this Annual Report, and may ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

Cautionary Note

The representations, warranties, and covenants made by us in any agreement filed as an exhibit to this Annual Report are made solely for the benefit of the parties to the agreement, including, in some cases, for the purpose of allocating risk among the parties to the agreement, and should not be deemed to be representations, warranties, or covenants to or with any other parties. Moreover, these representations, warranties, or covenants should not be relied upon as accurately describing or reflecting the current state of our affairs.

Table of Contents

PART I.

~~ITEM~~Dollar amounts 1.are ~~BUSINESS:~~presented in thousands, except per share/unit data, revenue per available room (“RevPAR”), average daily rate (“ADR”) and where indicated in millions.

~~Dollar amounts are presented in thousands, except per share/unit data, revenue per available room (“RevPAR”), average daily rate (“ADR”) and where indicated in millions~~ITEM 1. BUSINESS:

General Description of Business and Structure

Lightstone Value Plus REIT II, Inc. (“Lightstone REIT II”), is a Maryland corporation formed on April 28, 2008, which elected to qualify as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes beginning with the taxable year ending December 31, 2009.

Lightstone REIT II is structured as an umbrella partnership REIT (“UPREIT”), and substantially all of its current and future business is and will be conducted through Lightstone Value Plus REIT II LP (the “Operating Partnership”), a Delaware limited partnership formed on April 30, 2008. As of December 31, ~~2023~~2024, weLightstone REIT II held a 99% general partnership interest in our Operating Partnership’s common units.

Lightstone REIT II and the Operating Partnership and its subsidiaries are collectively referred to as the “Company” and the use of “we,” “our,” “us” or similar pronouns in this Annual Report refers to Lightstone REIT II, its Operating Partnership or the Company as required by the context in which such pronoun is used.

Through the Operating Partnership, we own and operate commercial properties and make real estate-related investments. Since our inception, we have primarily acquired and operated commercial hospitality properties, principally consisting of limited -service hotels all located in the ~~United States (the “~~U.S.~~”).~~ However, our commercial holdings may also consist of full-service hotels, and to a lesser extent, retail (primarily multi-tenanted shopping centers), industrial and office properties. Our real estate investments are held by us alone or jointly with other parties. In addition, we may invest up to 20% of our net assets in collateralized debt obligations, commercial mortgage-backed securities (“CMBS”) and mortgage and mezzanine loans secured, directly or indirectly, by the same types of properties which we may acquire directly. Although most of our investments are these types, we may invest in whatever types of real estate or real estate-related investments that we believe are in our best interests. We evaluate all of our real estate investments as one operating segment. We currently intend to hold our investments until such time as we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives or until it appears that the objectives will not be met.

As of December 31, ~~2023~~2024, we (i) majority owned and consolidated the operating results and financial condition of 10 limited service hotels containing a total of 1,352 rooms, (ii) held an unconsolidated 48.6% membership interest in Brownmill, LLC (the “Brownmill Joint Venture”), an affiliated real estate entity that owns two retail properties, and (iii) held an unconsolidated 50% membership interest in LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”), an affiliated real estate entity that owns and operates one limited-service hotel. We account for our membership interests in the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture under the equity method of accounting.

The Brownmill Joint Venture owns Browntown Shopping Center, located in Old Bridge, New Jersey, and Millburn Mall, located in Vauxhaull, New Jersey. The Browntown Joint Venture is between us and Lightstone Holdings LLC (“LGH”), a wholly-owned subsidiary of the Lightstone Group LLC (the “Sponsor”), and a related party. We and LGH have 48.6% and 51.4% membership interests in the Brownmill Joint Venture, respectively. The Hilton Garden Inn Joint Venture owns a 183-room, limited -service hotel (the “Hilton Garden Inn – Long Island City”) located in the Long Island City neighborhood in the Queens borough of New York City. ~~Both~~The ~~the~~Hilton ~~Brownmill~~Garden ~~Joint~~Inn Joint Venture is between us and ~~the~~Lightstone ~~Hilton~~Value ~~Garden~~Plus ~~Inn~~REIT ~~Joint~~III, ~~Venture~~Inc. ~~are~~(“Lightstone ~~between~~REIT usIII”), ~~and~~a related ~~parties~~party REIT, which is sponsored by the Sponsor. We and Lightstone REIT III each have a 50% membership interest in the Hilton Garden Inn Joint Venture.

As of December 31, ~~2023~~2024, five of our consolidated limited -service hotels are held in LVP Holdco JV LLC (the “Hotel Joint Venture”), a joint venture formed between us and Lightstone Value Plus REIT I, Inc. (“Lightstone REIT I”), a related party REIT which is sponsored by ~~The Lightstone Group, LLC (~~the “Sponsor”). We and Lightstone REIT I have 97.5% and 2.5% membership interests in the Hotel Joint Venture, respectively. Additionally, as of December 31, ~~2023~~2024, one of our consolidated limited-service hotels also has ownership interests held by unrelated minority owners. The membership interests of Lightstone REIT I and the unrelated minority owners are accounted for as noncontrolling interests in our consolidated financial statements.

1Our advisor is Lightstone Value Plus REIT II LLC (the “Advisor”), which is majority owned by David Lichtenstein. On May 20, 2008, the Advisor contributed $2 to the Operating Partnership in exchange for 200 limited partner units (“Common Units”) in the Operating Partnership. Our Advisor also owns 20,000 shares of common stock (“Common Shares”) which were issued on May 20, 2008 for $200, or $10.00 per share. Mr. Lichtenstein also is the majority owner of the equity interests of the Sponsor, which also served as our sponsor during our initial public offering and follow-on offering (collectively, the “Offerings”), which terminated on August 15, 2012 and September 27, 2014, respectively. Our Advisor, pursuant to the terms of an advisory agreement, together with our board of directors (the “Board of Directors”), is primarily responsible for making investment decisions on our behalf and managing our day-to-day operations. Through his ownership and control of the Sponsor, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP II LLC, a Delaware limited liability company (the “Associate General Partner”), which owns 177 subordinated profits interests (“Subordinated Profits Interests”) in the Operating Partnership, which were acquired at a cost of $100,000 per unit, or aggregate consideration of $17.7 million in connection with our Offerings. Mr. Lichtenstein also acts as our Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT II or the Operating Partnership.

Our advisor is Lightstone Value Plus REIT II LLC (the “Advisor”), which is majority owned by David Lichtenstein. On May 20, 2008, the Advisor contributed $2 to the Operating Partnership in exchange for 200 limited partner units in the Operating Partnership. Our Advisor also owns 20,000 shares of common stock (“Common Shares”) which were issued on May 20, 2008 for $200, or $10.00 per share. Mr. Lichtenstein also is the majority owner of the equity interests of the Sponsor, which also served as our sponsor during our initial public offering and follow-on offering (collectively, the “Offerings”), which terminated on August 15, 2012 and September 27, 2014, respectively. Our Advisor, pursuant to the terms of an advisory agreement, together with our board of directors (the “Board of Directors”), is primarily responsible for making investment decisions on our behalf and managing our day-to-day operations. Through his ownership and control of the Sponsor, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP II LLC, a Delaware limited liability company (the “Associate General Partner”), which owns 177 subordinated profits interests (“Subordinated Profits Interests”) in the Operating Partnership, which were acquired at a cost of $100,000 per unit, or aggregate consideration of $17.7 million in connection with our Offerings. Mr. Lichtenstein also acts as our Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT II or the Operating Partnership.1

WeTable ~~have no employees. We are dependent on the Advisor and certain affiliates~~ of our Sponsor for performing a full range of services that are essential to us, including asset management, property management (excluding our hospitality properties, each of which are managed by an unrelated third party property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities; such as tax, accounting, legal, information technology and investor relations services. If the Advisor and certain affiliates of our Sponsor are unable to provide these services to us, we would be required to provide the services ourselves or obtain the services from other parties.Contents

~~Our~~We have ~~Common~~no ~~Shares~~employees. We are ~~not~~dependent ~~currently~~on ~~listed~~the onAdvisor and certain affiliates of our Sponsor for performing a ~~national~~full ~~securities~~range ~~exchange.~~of Weservices ~~may~~that are ~~seek~~essential to ~~list~~us, including asset management, property management (excluding our ~~Common~~hospitality ~~Shares~~properties ~~for~~which ~~trading~~are onmanaged aby ~~national~~unrelated third-party ~~securities~~property ~~exchange~~managers) ~~only~~and ifacquisition, adisposition ~~majority~~and offinancing ~~our~~activities, ~~independent~~and ~~directors~~other ~~believe~~general ~~listing~~administrative ~~would~~responsibilities; such beas intax, ~~the~~accounting, ~~best~~legal, ~~interest~~information oftechnology ~~our~~and ~~stockholders.~~investor Werelations doservices. ~~not~~If ~~intend~~the toAdvisor ~~list~~and ~~our~~certain ~~Common~~affiliates ~~Shares~~of atour Sponsor ~~this~~are ~~time.~~unable Weto doprovide ~~not~~these ~~anticipate~~services ~~that~~to ~~there~~us, we would be ~~any~~required ~~active~~to ~~market~~provide ~~for~~the ~~our~~services ~~Common~~ourselves ~~Shares~~or ~~until~~obtain ~~they~~the ~~are~~services ~~listed~~from other ~~for trading~~parties.

OnOur Common ~~January 17,~~Shares ~~2023~~are ~~our~~not ~~stockholders~~currently ~~approved~~listed anon ~~amendment~~a ~~and~~national ~~restatement~~securities toexchange. ~~our~~We ~~charter~~may ~~pursuant~~seek to ~~which~~list weour ~~are~~Common noShares ~~longer~~for ~~required~~trading toon ~~either~~a (national securities exchange only if a) ~~amend~~majority of our ~~charter~~independent todirectors ~~extend~~believe ~~the~~listing ~~deadline~~them towould ~~begin~~be in the ~~process~~best interest of ~~achieving~~our astockholders. However, ~~liquidity~~we ~~event,~~do ornot ~~(b)~~intend ~~hold~~to alist ~~stockholders~~our ~~meeting~~Common toShares ~~vote~~at onthis atime. ~~proposal~~We ~~for~~do annot ~~orderly~~anticipate ~~liquidation~~that ofthere would be any active market for our Common ~~portfolio~~Shares until they are listed for trading.

~~Noncontrolling~~On January 17, ~~Interests~~2023, –our ~~Partners~~stockholders ofapproved an amendment and restatement to our charter pursuant to which we are no longer required to either (a) amend our charter to extend the ~~Operating~~deadline ~~Partnership~~to begin the process of achieving a liquidity event, or (b) hold a stockholders meeting to vote on a proposal for an orderly liquidation of our portfolio.

~~Limited~~Noncontrolling Interests ~~Partner~~– Partners of the Operating Partnership

On May 20, 2008, our Advisor contributed $2 to the Operating Partnership in exchange for 200 limited partner common units in the Operating Partnership. The Advisor has the right to convert its limited partner common units into cash or, at our option, an equal number of our Common Shares.Limited Partner

~~Associate~~On May ~~General~~20, ~~Partner~~2008, our Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units. The Advisor has the right to convert its Common Units into cash or, at our option, an equal number of our Common Shares.

In connection with our Offerings, the Sponsor and its wholly owned subsidiary, Lightstone Holdings LLC (“LGH”), contributed (i) cash of $12.9 million and (ii) equity interests totaling 48.6% in the Brownmill Joint Venture, which were valued at $4.8 million, to the Operating Partnership in exchange for it issuing 177 Subordinated Profits Interests in the Operating Partnership to the Associate General Partner ~~at a cost of $100,000 per unit, with an aggregate value of $17.7 million.~~

AsIn connection with our Offerings, the ~~indirect~~Sponsor ~~majority~~and ~~owner~~LGH contributed (i) cash of $12.9 million and (ii) equity interests totaling 48.6% in the ~~Associate~~Brownmill ~~General~~Joint ~~Partner~~Venture, ~~Mr. Lichtenstein~~which iswere ~~the~~valued ~~beneficial~~at ~~owner~~$4.8 ofmillion, arespectively, ~~99%~~to ~~interest~~the Operating Partnership in ~~such~~exchange for it issuing 177 Subordinated Profits Interests ~~and~~to ~~thus~~the ~~receives~~Associate anGeneral ~~indirect~~Partner ~~benefit~~at ~~from~~a ~~any~~cost ~~distributions~~of ~~made~~$100,000 inper ~~respect~~unit, ~~thereof~~with an aggregate value of $17.7 million.

2As the indirect majority owner of the Associate General Partner, Mr. Lichtenstein is the beneficial owner of a 99% interest in such Subordinated Profits Interests and thus receives an indirect benefit from any distributions made in respect thereof.

These Subordinated Profits Interests may entitle the Associate General Partner to a portion of any regular distributions that we make to our stockholders, but only after our stockholders have received a stated preferred return. However, there have been no distributions declared on the Subordinated Profits Interests for any periods after December 31, 2019. Since our inception through December 31, ~~2023~~2024, the cumulative distributions declared and paid on the Subordinated Profits Interests were $7.9 million. Any future distributions on the Subordinated Profits Interests will always be subordinated until stockholders receive a stated preferred return.

The Subordinated Profits Interests may also entitle the Associate General Partner to a portion of any liquidating distributions made by the Operating Partnership. The value of such distributions will depend upon the net proceeds available for distribution upon our liquidation and, therefore, cannot be determined at the present time. Liquidating distributions to the Associate General Partner will always be subordinated until stockholders receive a distribution equal to their initial investment plus a stated preferred return.

Other Noncontrolling Interests in Consolidated Subsidiaries

Other noncontrolling interests consist of the (i) membership interest in the Hotel Joint Venture held by Lightstone REIT I and (ii) membership interests held by minority owners in one of our limited-service hotels.

~~Related Parties~~2

~~Our~~Table ~~Sponsor, Advisor and their affiliates, including the Associate General Partner and LGH, are related parties~~ of ours as well as other public REITs also sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities are entitled to compensation and reimbursement of costs incurred for services related to the investment, development, management and disposition of our assets. The compensation is generally based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments, and other such fees and expense reimbursements as outlined in each of the respective agreements.Contents

~~Primary Business Objectives and Strategies~~Related Parties

Our Sponsor, ~~primary~~Advisor ~~objective~~and istheir affiliates, including the Associate General Partner and LGH, are related parties of ours as well as other public REITs also sponsored and/or advised by these entities. Pursuant to ~~achieve~~the ~~capital~~terms ~~appreciation~~of ~~with~~various aagreements, ~~secondary~~certain ~~objective~~of these entities are entitled to compensation and reimbursement of ~~income~~costs ~~without~~incurred ~~subjecting~~for ~~principal~~services related to ~~undue~~the ~~risk~~investment, development, management and disposition of our assets. WeThe ~~expect~~compensation tois ~~achieve~~generally ~~these~~based ~~objectives~~on ~~primarily~~the ~~through~~cost of acquired properties/investments inand ~~real~~the ~~estate~~annual revenue earned from such properties/investments, and other such fees and expense reimbursements as outlined in each of the respective agreements.

~~Investment~~Primary Business ~~Strategy and Policies~~Objectives

WeOur primary ~~have~~objective ~~and~~is ~~expect~~ to ~~continue~~achieve tocapital ~~principally~~appreciation invest in commercial properties consisting of hospitality properties (such as limited service hotels, full service hotels and extended stay hotels) and retail properties, as well as various other real estate-related investments, primarily located in the U.S. Our acquisitions may include both portfolios and individual properties. Limited service hotels generally provide minimal guest amenities. Full service hotels generally provide a full complement of guest amenities; including restaurants, concierge and room service, porter service or valet parking. Extended stay hotels offer upscale, high-quality, residential style lodging with a ~~comprehensive~~secondary ~~package~~objective of ~~guest~~income ~~services~~without ~~and~~subjecting ~~amenities~~principal ~~for~~to ~~extended-stay~~undue ~~business and leisure travelers~~risk. We ~~have~~expect ~~no limitation as~~ to ~~the~~achieve ~~brand~~these ofobjectives ~~franchise~~primarily orthrough ~~license~~investments ~~with~~in ~~which our hotels may be associated. We generally intend to hold each of our~~ real estate properties ~~until its investment objectives are met or it is likely they will not be met~~.

~~Even~~Investment Strategy ~~though we have historically acquired hotels, we have~~ and may continue to purchase other types of real estate. Assets other than hotels may include, without limitation, office buildings, shopping centers, business and industrial parks, manufacturing facilities, single-tenant properties, multifamily properties, student housing properties, warehouses and distribution facilities and medical/life sciences office properties. We expect to continue to invest mainly in direct real estate investments and other equity interests; however, we may also invest in debt interests, which may include bridge or mezzanine loans. We have not established any limits on the percentage of our portfolio that may be comprised of various categories of assets which present differing levels of risk.Policies

We have and expect to continue to ~~enter~~principally ~~into~~invest ~~joint~~in ~~ventures~~commercial properties consisting of hospitality properties (such as limited-service hotels, ~~tenant~~full-~~in-common~~service ~~investments~~hotels orand extended stay hotels) and retail properties, as well as various other coreal estate-~~ownership~~related ~~arrangements~~investments, primarily ~~for~~located in the ~~acquisition~~U.S. Our acquisitions may include both portfolios and individual properties. Limited-service hotels generally provide minimal guest amenities. Full-service hotels generally provide a full complement of guest amenities; including restaurants, ~~development~~concierge and room service, porter service or ~~improvement~~valet ofparking. ~~properties~~Extended stay hotels offer upscale, high-quality, residential style lodging with ~~third~~a comprehensive ~~parties~~package of guest services and amenities for extended-stay business and leisure travelers. We have no limitation as to the brand of franchise or ~~certain~~license ~~affiliates~~with which our hotels may be associated. We generally intend to hold each of our ~~Sponsor,~~real ~~including~~estate properties until its ~~other~~investment ~~sponsored~~objectives ~~REITs~~are met or it is likely they will not be met.

3Even though we have historically acquired hotels, we have and may continue to purchase other types of real estate. Assets other than hotels may include, without limitation, office buildings, shopping centers, business and industrial parks, manufacturing facilities, single-tenant properties, multifamily residential properties, student housing properties, warehouses and distribution facilities and medical/life sciences office properties. We expect to continue to invest mainly in direct real estate investments and other equity interests; however, we may also invest in debt interests, which may include bridge or mezzanine loans. We have not established any limits on the percentage of our portfolio that may be comprised of various categories of assets which present differing levels of risk.

~~Financing~~We have ~~Strategy~~ and ~~Policies~~expect to continue to enter into joint ventures, tenant-in-common investments or other co-ownership arrangements for the acquisition, development or improvement of properties with third parties or certain affiliates of our Sponsor, including its other sponsored REITs.

~~There~~Financing Strategy is no limitation on the amount we may invest or borrow for the purchase of any single asset. Our charter allows us to incur leverage up to 300% of our total “net assets” (as defined in Section I.B of the NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments. We may only exceed this 300% limit if a majority of our independent directors approves each borrowing in excess of this limit and we disclose such borrowing to our stockholders in our next quarterly report along with a justification for the excess borrowing. In all events, we expect that our secured and unsecured borrowings will be reasonable in relation to the net value of our assets and will be reviewed by our board of directors at least quarterly.Policies

WeThere is dono ~~not~~limitation ~~currently~~on ~~intend~~the toamount ~~exceed~~we may invest or borrow for the purchase of any single asset. Our charter allows us to incur leverage up ~~limit~~to in300% of our ~~charter~~total “net assets” (as defined in Section I.B ~~Careful~~of ~~use~~the NASAA REIT Guidelines) as of ~~debt~~the ~~will~~date ~~help~~of usany borrowing, which is generally expected to ~~achieve~~be approximately 75% of the cost of our ~~diversification~~investments. ~~goals~~We ~~because~~may weonly ~~will~~exceed ~~have~~this ~~more~~300% ~~funds~~limit ~~available~~if ~~for~~a ~~investment.~~majority of ~~However,~~our ~~high~~independent ~~levels~~directors approves each borrowing in excess of ~~debt~~this ~~could~~limit ~~cause~~and uswe disclose such borrowing to ~~incur~~our ~~higher~~stockholders ~~interest~~in ~~charges~~our next ~~and~~quarterly ~~higher~~report ~~debt~~along ~~service~~with ~~payments~~a justification for the excess borrowing. In all events, ~~which~~we ~~would~~expect ~~decrease~~that our secured and unsecured borrowings will be reasonable in relation to the ~~amount~~net value of ~~cash~~our ~~available~~assets ~~for~~and ~~distribution~~will tobe reviewed by our ~~investors~~board of directors at least quarterly.

~~Tax~~We do ~~Status~~not currently intend to exceed the leverage limit in our charter. Careful use of debt will help us to achieve our diversification goals because we will have more funds available for investment. However, high levels of debt could cause us to incur higher interest charges and ~~Income~~higher ~~Taxes~~debt service payments, which would decrease the amount of cash available for distribution to our investors.

We elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2009. As a REIT, we generally will not be subject to U.S. federal income tax on our net taxable income that we distribute currently to our stockholders. To maintain our REIT qualification under the Internal Revenue Code of 1986, as amended, or the Code, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”)), determined without regard to the deduction for dividends paid and excluding any net capital gain. If we fail to remain qualified for taxation as a REIT in any subsequent year and do not qualify for certain statutory relief provisions, our income for that year will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify as a REIT. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. Additionally, even if we continue to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some U.S. federal, state and local taxes on our income and property and to U.S. federal income taxes and excise taxes on our undistributed income, if any.3

ToTable ~~maintain~~of our qualification as a REIT, we engage in certain activities through a taxable REIT subsidiary (“TRS”), including when we acquire a hotel we usually establish a new TRS and enter into an operating lease agreement for the hotel. As such, we are subject to U.S. federal and state income taxes and franchise taxes from these activities.Contents

AsTax Status ~~of December 31, 2023~~ and ~~2022,~~Income ~~we had no material uncertain income tax positions.~~Taxes

~~Concentration~~We elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2009. As a REIT, we generally will not be subject to U.S. federal income tax on our net taxable income that we distribute currently to our stockholders. To maintain our REIT qualification under the Internal Revenue Code of ~~Credit~~1986, ~~Risk~~as amended, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”)), determined without regard to the deduction for dividends paid and excluding any net capital gain. If we fail to remain qualified for taxation as a REIT in any subsequent year and do not qualify for certain statutory relief provisions, our income for that year will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify as a REIT. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders, if any. Additionally, even if we continue to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some U.S. federal, state and local taxes on our taxable income and property and to U.S. federal income taxes and excise taxes on our undistributed taxable income, if any.

AsTo maintain ofour ~~December 31,~~qualification ~~2023~~as ~~and~~a ~~2022~~REIT, we ~~had~~engage ~~cash deposited~~ in certain ~~financial~~activities ~~institutions~~through ina ~~excess~~taxable ofREIT ~~U.S.~~subsidiary ~~federally~~(“TRS”), ~~insured~~including when ~~levels.~~we Weacquire ~~regularly~~a ~~monitor~~hotel, ~~the~~we ~~financial~~usually ~~stability~~establish ofa ~~these~~new ~~financial~~TRS ~~institutions~~ and ~~believe~~enter ~~that~~into wean ~~are~~operating ~~not~~lease ~~exposed~~agreement tofor ~~any~~the ~~significant~~hotel. ~~credit~~As ~~risk~~such, ~~with~~we ~~respect~~are subject to ~~our~~U.S. ~~cash~~federal and ~~cash~~state ~~equivalents~~income ortaxes ~~restricted~~and ~~cash~~franchise taxes from these activities.

~~Current~~Concentration of ~~Environment~~Credit Risk

~~Our~~As of ~~operating~~December 31, ~~results~~2024 and ~~financial~~2023, ~~condition~~we ~~are~~had ~~substantially~~cash ~~impacted~~deposited byin ~~the~~certain ~~overall~~financial ~~health~~institutions ofin ~~local,~~excess of U.S. ~~national~~federally ~~and~~insured ~~global economies and may be influenced by market and other challenges~~levels. We ~~Additionally,~~regularly ~~our~~monitor ~~business~~the ~~and~~ financial ~~performance~~stability ~~may~~of bethese ~~adversely~~financial ~~affected~~institutions ~~by current~~ and ~~future~~believe ~~economic~~that ~~and~~we ~~other~~are ~~conditions; including, but~~ not ~~limited~~exposed to, ~~availability~~any orsignificant ~~terms~~credit risk ofwith ~~financings,~~respect ~~financial~~to ~~markets~~our ~~volatility~~cash and ~~banking~~cash ~~failures,~~equivalents ~~political upheaval~~ or ~~uncertainty,~~restricted ~~natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws and regulations, outbreaks of contagious diseases, cybercrime, loss of key relationships, inflation and recession~~cash.

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavior. Worsening economic conditions, increases in costs due to inflation, higher interest rates, certain labor and supply chain challenges and other changes in economic conditions may adversely affect our results of operations and financial performance.Current Environment

4Our operating results and financial condition are substantially impacted by the overall health of local, U.S. national and global economies and may be influenced by market and other challenges. Additionally, our business and financial performance may be adversely affected by current and future economic and other conditions; including, but not limited to, availability or terms of financings, financial markets volatility and banking failures, political upheaval or uncertainty, natural and man-made disasters, terrorism and acts of war, unfavorable changes in laws, ordinances and regulations, outbreaks of contagious diseases, cybercrime, technological advances and challenges, such as the use and impact of artificial intelligence and machine learning, loss of key relationships, inflation and recession.

~~Competition~~Our overall performance depends in part on worldwide economic and geopolitical conditions and their impacts on consumer behavior. Worsening economic conditions, increases in costs due to inflation, higher interest rates, labor and supply chain challenges and other changes in economic conditions could adversely affect our future results from operations and our financial condition.

Hotel markets are highly competitive. This competition could reduce the occupancy levels and revenues for our hotel properties, which would adversely affect our operations. We face competition from many sources. We face competition from other hotels and other rental properties both in the immediate vicinity and the geographic market where our hotels are located. Overbuilding in the hotel industry may increase the number of rooms available leading to decreases in the occupancy and room rates for our hotel properties. In addition, increases in our operating costs due to inflation and other factors may not be fully or even partially offset by increased room rates. We also face competition from nationally recognized hotel brands with which we are not currently associated.Competition

WeHotel markets ~~have~~are orhighly ~~may~~competitive. ~~compete~~This ~~with~~competition ~~other~~could ~~commercial~~reduce ~~real~~the ~~estate~~occupancy ~~owners~~levels and ~~operators~~revenues offor ~~retail,~~our ~~office~~hotels, ~~industrial~~which ~~and~~would ~~multifamily~~adversely affect ~~real~~our ~~estate~~operations. ~~The~~We ~~development~~face ofcompetition ~~any~~from ~~new~~many ~~retail,~~sources. ~~office,~~We ~~industrial~~face ~~and multifamily properties would further intensify the~~ competition ~~among~~from ~~owners~~other hotels and ~~operators~~other ofrental ~~these~~properties ~~types~~both in ofthe ~~real~~immediate ~~estate~~vicinity inand the geographic market ~~areas~~where inour ~~which~~hotels weare ~~operate~~located. WeOverbuilding ~~compete~~in ~~based~~the onhotel aindustry may increase the number of ~~factors~~rooms ~~that~~available ~~include~~leading ~~location,~~to ~~rental~~decreases ~~rates,~~in ~~security, suitability of~~ the ~~property’s~~occupancy ~~design~~and toroom ~~prospective~~rates ~~tenants’~~for ~~needs~~our ~~and~~hotels. ~~the~~In ~~manner~~addition, increases in ~~which~~our ~~the~~operating costs ~~property~~due isto ~~maintained,~~inflation ~~operated~~ and ~~marketed.~~other ~~The~~factors ~~number~~may ofnot ~~competing~~be ~~properties~~fully inor aeven ~~particular~~partially ~~market~~offset ~~could~~by ~~have~~increased aroom ~~material~~rates. ~~effect~~We onalso ~~our~~face ~~occupancy~~competition from ~~levels,~~nationally ~~rental~~recognized ~~rates~~hotel ~~and~~brands onwith ~~the~~which ~~operating~~we ~~expenses~~are ofnot ~~our~~currently ~~properties~~associated.

In addition, we compete with other entities engaged in real estate investment activities to locate suitable properties to acquire and to locate tenants and purchasers for our properties. These competitors include other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, lenders, governmental bodies and other entities. There are also other REITs with asset acquisition objectives similar to ours and others that may be organized in the future. Some of these competitors, including larger REITs, have substantially greater marketing and financial resources than we have and generally may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of tenants. In addition, these same entities seek financing through similar channels to those sought by us. Therefore, we may compete for institutional investors in a market where funds for real estate investment may decrease.4

~~Competition~~Table ~~from these and other third party real estate investors may limit the number~~ of suitable investment opportunities available to us. It may also result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms.Contents

We have ~~believe~~or ~~that~~may ~~our~~compete ~~senior~~with ~~management’s~~other ~~experience,~~commercial ~~coupled~~real ~~with~~estate ~~our~~owners ~~financing~~and operators of retail, ~~professionalism~~office, ~~diversity~~industrial and multifamily residential real estate. The development of ~~investments~~any new retail, office, industrial and ~~reputation~~multifamily residential properties would further intensify the competition among owners and operators of these types of real estate in the ~~industry~~market ~~enables~~areas usin towhich we operate. We compete ~~with~~based on a number of factors that include location, rental rates, security, suitability of the ~~other~~property’s ~~real~~design ~~estate~~to ~~investment~~prospective ~~companies~~tenants’ needs and the manner in which the property is maintained, operated and marketed. The number of competing properties in a particular market could have a material effect on our occupancy levels, rental rates and on the operating expenses of our properties.

~~Because~~In addition, we ~~are~~compete ~~organized~~with asother entities engaged in real estate investment activities to locate suitable properties to acquire and to anlocate ~~UPREIT~~tenants and purchasers for our properties. These competitors include other REITs, wespecialty ~~believe~~finance wecompanies, ~~are~~savings ~~well~~and ~~positioned~~loan associations, ~~within~~banks, ~~the~~mortgage ~~industries~~bankers, ininsurance ~~which~~companies, wemutual ~~operate~~funds, toinstitutional ~~potentially~~investors, ~~offer~~investment ~~existing~~banking ~~property~~firms, ~~owners~~lenders, ~~the~~governmental ~~opportunity~~bodies toand ~~contribute~~other ~~properties~~entities. toThere usare inalso ~~tax-deferred~~other ~~transactions~~REITs ~~using~~with ~~our~~asset ~~Operating~~acquisition ~~Partnership~~objectives ~~common~~similar ~~units~~to asours and others that ~~transactional~~may ~~currency~~be organized in the future. AsSome aof ~~result~~these competitors, weincluding ~~believe~~larger REITs, have substantially greater marketing and financial resources than we have and generally may ~~have~~be aable ~~competitive~~to ~~advantage~~accept ~~over~~more ~~certain~~risk than we can prudently manage, including risks with respect to the creditworthiness of ~~our~~tenants. ~~competitors~~In ~~that~~addition, ~~are~~these same entities seek financing through similar channels to those sought by us. Therefore, ~~structured~~we asmay ~~traditional~~compete ~~REITs~~for ~~and~~institutional ~~non-REITs~~investors in ~~pursuing~~a ~~acquisitions~~market ~~with~~where ~~tax-sensitive~~funds ~~sellers~~for real estate investment may decrease.

~~Regulations~~Competition from these and other third-party real estate investors may limit the number of suitable investment opportunities available to us. It may also result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms.

~~Our~~Because we ~~investments~~are organized as an UPREIT, we believe we are ~~subject~~well positioned within the industries in which we operate to ~~various~~potentially ~~U.S.~~offer ~~federal,~~existing property ~~state~~owners ~~and~~the ~~local~~opportunity ~~laws,~~to ~~ordinances,~~contribute ~~and~~properties ~~regulations,~~to ~~including,~~us ~~among~~in ~~other~~tax-deferred ~~things,~~transactions ~~zoning~~using ~~regulations,~~our ~~land~~Operating ~~use~~Partnership ~~controls,~~Common ~~and~~Units as ~~environmental~~transactional ~~matters~~currency. WeAs ~~believe~~a ~~that~~result, we believe we may have ora ~~will~~competitive ~~obtain~~advantage ~~all~~over ~~permits~~certain ~~and~~of ~~approvals~~our ~~necessary~~competitors ~~under~~that ~~current~~are ~~law~~structured as totraditional ~~operate~~REITs ~~our~~and ~~investments~~non-REITs in pursuing acquisitions with tax-sensitive sellers.

5Regulations

~~Environmental~~Our investments are subject to various U.S. federal, state and local laws, ordinances, and regulations, including, among other things, zoning regulations, land use controls, and environmental matters. We believe that we have or will obtain all permits and approvals necessary under current law to operate our investments.

As an owner of real estate, we are subject to various environmental laws of U.S. federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not currently believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or indirectly in the future.Environmental

~~Available~~As an ~~Information~~owner of real estate, we are subject to various environmental laws of U.S. federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not currently believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or indirectly in the future.

~~We electronically file our Annual~~Available Report, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and proxy statements, with the U.S. Securities and Exchange Commission (the “SEC”). Stockholders may obtain copies of our filings with the SEC, free of charge, from the website maintained by the SEC at http://www.sec.gov, or at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our office is located at 1985 Cedar Bridge Avenue, Lakewood, NJ 08701. Our telephone number is (732) 367-0129. Our website is www.lightstonecapitalmarkets.com.Information

~~ITEM~~We electronically 1Bfile our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, and proxy statements, with the U.S. ~~UNRESOLVED~~Securities ~~STAFF~~and ~~COMMENTS~~Exchange Commission (the “SEC”). Stockholders may obtain copies of our filings with the SEC, free of charge, from the website maintained by the SEC at http://www.sec.gov, or at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our office is located at 1985 Cedar Bridge Avenue, Lakewood, NJ 08701. Our telephone number is (732) 367-0129. Our website is www.lightstonecapitalmarkets.com.

~~None applicable.~~5

~~ITEM~~Table ~~1C.~~of ~~CYBERSECURITY:~~Contents

~~Risk~~ITEM 1B. ~~Management~~UNRESOLVED ~~and~~STAFF ~~Strategy~~COMMENTS:

~~We have no employees~~None applicable. Our business is externally managed by the Advisor, an affiliate of the Sponsor. We are dependent on the Advisor and affiliates of our Sponsor (collectively, the “Advisor and its affiliates”) for performing a full range of services that are essential to us, including asset management, property management (excluding our hospitality properties, each of which are managed by an unrelated third party property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities; such as tax, accounting, legal, information technology (“IT”) and investor relations services. As an externally managed REIT, our risk management function, including cybersecurity, is governed by the cybersecurity policies and procedures of the Advisor and its affiliates, which determine and implement appropriate risk management processes and strategies as it relates to cybersecurity for both us and the other entities they advise, own and/or manage, and we rely on them for assessing, identifying and managing material risks to our business from cybersecurity threats.

The Advisor and its affiliates take a risk-based approach to cybersecurity and have implemented cybersecurity policies throughout their operations that are designed to address cybersecurity threats and incidentsITEM 1C. The Advisor and its affiliates regularly assess risks from cybersecurity threats, monitor their information systems for potential vulnerabilities, and test those systems according to their cybersecurity policies, standards, processes, and practices, which are integrated into their overall approach to enterprise risk management. To protect their information systems from cybersecurity threats, the Advisor and its affiliates use various security tools that help them identify, escalate, investigate, resolve, and recover from security incidents in a timely manner.CYBERSECURITY:

~~The~~Risk Management ~~Advisor~~ and its affiliates have a technology team, under the leadership of the Director of Information Technology, who has over 20 years of technology management experience, which defines a work plan designed to maintain strong cybersecurity maturity, sets improvement objectives of key controls and systems, including feedback from third-party assessments, and identifies and implements on-going investments to replace or upgrade systems or technologies and proactively maintain strong security. As part of this planning, management conducts regular testing of our incident response plan to increase awareness, establishes key decision-making criteria, ensures effective communication among key stakeholders, and complies with the Company’s disclosure obligations.Strategy

6We have no employees. Our business is externally managed by the Advisor, an affiliate of the Sponsor. We are dependent on the Advisor and affiliates of our Sponsor (collectively, the “Advisor and its affiliates”) for performing a full range of services that are essential to us, including asset management, property management (excluding our hospitality properties, each of which are managed by an unrelated third party property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities; such as tax, accounting, legal, information technology (“IT”) and investor relations services. As an externally managed REIT, our risk management function, including cybersecurity, is governed by the cybersecurity policies and procedures of the Advisor and its affiliates, which determine and implement appropriate risk management processes and strategies as it relates to cybersecurity for both us and the other entities they advise, own and/or manage, and we rely on the them for assessing, identifying and managing material risks to our business from cybersecurity threats.

The Advisor and its affiliates ~~also~~take ~~partner~~a ~~with independent third~~risk-~~party~~based ~~experts~~approach to ~~provide~~cybersecurity aand ~~comprehensive~~have implemented cybersecurity ~~solution~~policies ~~that~~throughout ~~safeguards~~their ~~organizations~~operations that ~~against~~are adesigned ~~broad~~to ~~spectrum~~address ofcybersecurity ~~cyber~~ threats and incidents. ~~This~~The ~~comprehensive~~Advisor ~~cybersecurity~~and ~~solution~~its ~~offers~~affiliates ~~advanced~~regularly ~~threat~~assess ~~detection,~~risks ~~prevention~~from cybersecurity threats, ~~and~~monitor ~~response~~their ~~capabilities,~~information ~~including~~systems ~~real-time~~for ~~monitoring~~potential vulnerabilities, ~~threat~~and ~~intelligence,~~test ~~behavioral~~those ~~analysis,~~systems ~~endpoint~~according ~~detection~~to ~~and~~their ~~response~~cybersecurity policies, standards, ~~malware prevention~~processes, and ~~automated~~practices, ~~response~~which ~~actions.~~are ~~Additionally,~~integrated ~~the~~into ~~comprehensive~~their ~~cybersecurity~~overall ~~solution~~approach ~~also~~to ~~provides~~enterprise ~~access~~risk tomanagement. To protect their information systems from cybersecurity ~~experts~~threats, ~~who~~the ~~provide~~Advisor ~~proactive~~and ~~threat~~its ~~monitoring~~affiliates ~~and~~use ~~incident~~various ~~response~~security ~~support~~tools tothat ~~effectively~~help ~~detect~~them identify, escalate, investigate, resolve, and ~~remediate~~recover from security incidents in a timely manner.

The Advisor and its affiliates ~~engage~~have ~~vendors~~a totechnology ~~enhance~~team, ~~cybersecurity~~under ~~safeguards~~the ~~and~~leadership ~~improve~~of ~~incident~~the ~~response~~Director ~~and~~of ~~update~~Information orTechnology, ~~replace~~who ~~systems~~has ~~and~~over ~~applications~~20 asyears of ~~appropriate~~technology ~~to improve data processing and storage~~ management ~~and enhance security. These cybersecurity safeguards include multi-tiered backup protocols~~experience, which ~~incorporate~~defines ~~immutable~~a ~~backups,~~work ~~embody~~plan andesigned ~~innovative~~to ~~approach~~maintain tostrong ~~data~~cybersecurity ~~security~~maturity, ~~providing~~sets animprovement ~~additional~~objectives of ~~barrier~~key ~~against~~controls ~~ransomware~~ and ~~other~~systems, ~~cyber~~including ~~threats.~~feedback ~~Immutable~~from ~~backups~~third-party ~~ensure~~assessments, ~~that~~and ~~data~~identifies ~~remains~~and ~~unmodifiable~~implements ~~and~~on-going ~~immune~~investments to ~~deletion~~replace or ~~for~~upgrade asystems ~~predefined~~or ~~duration,~~technologies ~~thereby~~and ~~shielding~~proactively itmaintain ~~from~~strong ~~unauthorized tampering or access~~security. ~~This~~As ~~technology~~part ~~utilizes~~of ~~sophisticated~~this ~~methods~~planning, ~~including~~management ~~immutable~~conducts ~~storage~~regular ~~repositories~~testing of ~~and~~our ~~ransomware-resistant~~incident ~~backup~~response ~~architectures,~~plan to ~~uphold~~increase ~~the~~awareness, ~~integrity~~establishes ~~and~~key ~~accessibility~~decision-making ~~of vital data. Through the enforcement of stringent access controls and encryption measures~~criteria, ~~the~~ensures ~~resilience~~effective ~~and~~communication ~~availability~~among key ~~of backup data is ensured~~stakeholders, ~~empowering an organization to swiftly~~ and ~~securely~~complies ~~recover~~with ~~from~~the ~~cyber~~Company’s ~~incidents~~disclosure obligations.

ToThe Advisor ~~further~~and ~~protect~~its ~~their~~affiliates ~~information~~also ~~systems,~~partner ~~the~~with ~~Advisor~~independent ~~and~~third-party ~~its~~experts ~~affiliates~~to ~~structure~~provide ~~and~~a ~~monitor~~comprehensive ~~relationships~~cybersecurity ~~with~~solution ~~various~~that ~~third~~safeguards organizations against a broad spectrum of cyber threats. This comprehensive cybersecurity solution offers advanced threat detection, prevention, and response capabilities, including real-~~party~~time ~~service~~monitoring, ~~providers~~threat intelligence, behavioral analysis, endpoint detection and response, ~~periodically~~malware ~~conduct~~prevention, ~~due~~and ~~diligence~~automated onresponse ~~their~~actions. Additionally, the comprehensive cybersecurity ~~architecture~~solution also provides access to cybersecurity experts, who provide proactive threat monitoring and ~~process~~incident ~~design~~response support to effectively detect, investigate, and remediate security incidents.

ToThe Advisor ~~date,~~and its affiliates engage vendors to enhance cybersecurity ~~threats,~~safeguards ~~including~~and improve incident response and update or replace systems and applications as aappropriate ~~result~~to ofimprove ~~any~~data ~~previous~~processing and storage management and enhance security. These cybersecurity ~~incidents~~safeguards include multi-tiered backup protocols, ~~have~~which ~~not~~incorporate ~~materially~~immutable ~~affected~~backups, usembody an innovative approach to data security, ~~our~~providing an ~~business~~additional ~~strategy~~barrier against ransomware and other cyber threats. Immutable backups ensure that data remains unmodifiable and immune to deletion for a predefined duration, ~~results~~thereby shielding it from unauthorized tampering or access. This technology utilizes sophisticated methods, including immutable storage repositories and ransomware-resistant backup architectures, to uphold the integrity and accessibility of ~~operations~~vital data. Through the enforcement of stringent access controls and encryption measures, orthe ~~financial~~resilience ~~condition~~and availability of backup data is ensured, empowering an organization to swiftly and securely recover from cyber incidents.

~~Governance~~6

~~The~~Table ~~Board~~ of Directors oversees our risk management process, including cybersecurity risks. The Audit Committee oversees our enterprise risk assessment. The Audit Committee meetings include discussions of specific risk areas, including, among others, those relating to cybersecurity. Our management team, including our Chief Financial Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The Chief Financial Officer has primary responsibility for our overall cybersecurity risk management program.Contents

~~The~~To further ~~Director~~protect oftheir ~~Information~~information ~~Technology~~systems, ~~is responsible for leading~~ the assessment and management of cybersecurity threats. We have implemented a governance program for our cybersecurity efforts. This includes regularly updating privacy notices, terms of use, and lease documents. The Advisor and its affiliates ~~have~~structure ~~developed~~ and ~~implemented~~monitor ~~policies~~relationships towith ~~identify~~various ~~and~~third-party service ~~mitigate~~providers ~~cybersecurity~~and ~~risks~~periodically ~~and~~conduct ~~provide~~due ~~training~~diligence toon their ~~employees~~cybersecurity atarchitecture ~~onboarding~~ and ~~thereafter~~process ~~as necessary~~design. ~~Such updates are communicated to all their employees, and actionable guidance is provided when new risks arise.~~

~~ITEM~~To date, 2.cybersecurity ~~PROPERTIES:~~threats, including as a result of any previous cybersecurity incidents, have not materially affected us, our business strategy, results of operations, or financial condition.

As of December 31, 2023, we (i) majority owned and consolidated the operating results and financial condition of 10 limited service hotels containing a total of 1,352 rooms, (ii) held an unconsolidated 48.6% membership interest in the Brownmill Joint Venture, an affiliated entity that owns two retail properties, and (iii) held an unconsolidated 50% membership interest in the “Hilton Garden Inn Joint Venture, an affiliated real estate entity that owns one hotel. We account for our membership interests in the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture under the equity method of accounting.Governance

The Board ~~Hilton~~of ~~Garden~~Directors ~~Inn~~oversees ~~Joint~~our ~~Venture~~risk ~~owns~~management ~~the~~process, ~~Hilton~~including ~~Garden~~cybersecurity ~~Inn~~risks. –The ~~Long~~Audit ~~Island~~Committee ~~City,~~oversees aour ~~183-room,~~enterprise ~~limited~~risk assessment. ~~service~~The ~~hotel~~Audit ~~located~~Committee inmeetings ~~the~~include ~~Long~~discussions ~~Island~~of ~~City~~specific ~~neighborhood~~risk inareas, ~~the~~including, ~~Queens~~among ~~borough~~others, ofthose ~~New~~relating ~~York~~to ~~City~~cybersecurity. Our ~~The~~management ~~Brownmill~~team, ~~Joint~~including ~~Venture~~our ~~owns~~Chief ~~Browntown~~Financial ~~Shopping Center~~Officer, ~~located~~is inresponsible ~~Old~~for ~~Bridge,~~assessing ~~New Jersey,~~ and ~~Millburn~~managing ~~Mall,~~our ~~located~~material inrisks ~~Vauxhaull,~~from ~~New Jersey~~cybersecurity threats. ~~Both~~The ~~the~~Chief ~~Hilton~~Financial ~~Garden~~Officer ~~Inn~~has ~~Joint~~primary ~~Venture~~responsibility ~~and~~for ~~the~~our ~~Brownmill~~overall ~~Joint~~cybersecurity ~~Venture~~risk ~~are~~management ~~between us and related parties~~program.

7The Director of Information Technology is responsible for leading the assessment and management of cybersecurity threats. We have implemented a governance program for our cybersecurity efforts. This includes regularly updating privacy notices, terms of use, and lease documents. The Advisor and its affiliates have developed and implemented policies to identify and mitigate cybersecurity risks and provide training to their employees at onboarding and thereafter as necessary. Such updates are communicated to all their employees, and actionable guidance is provided when new risks arise.

As of December 31, 2023, five of our consolidated limited service hotels are held in the Hotel Joint Venture, a joint venture formed between us and Lightstone REIT I, a related party REIT also sponsored by our Sponsor. We and Lightstone REIT I have 97.5% and ITEM 2.5% membership interests in the Hotel Joint Venture, respectively. Additionally, as of December 31, 2023, one of our consolidated hotels also has ownership interests held by unrelated minority owners. The membership interests of Lightstone REIT I and the unrelated minority owners are accounted for as noncontrolling interests.PROPERTIES:

Unconsolidated Affiliated Entities:

Location

Year Built

Leasable Square Feet

Percentage Occupied as of December 31, 2023

Annualized Revenues based on rents as of December 31, 2023

Annualized Revenues per square foot as of December 31, 2023(1)

Retail

Brownmill LLC (2 retail properties)

Old Bridge and Vauxhall, New Jersey

1962

155,975

90.4

3.0 million

19.45

As of December 31, 2024, we (i) majority owned and consolidated the operating results and financial condition of 10 limited service hotels containing a total of 1,352 rooms, (ii) held an unconsolidated 48.6% membership interest in the Brownmill Joint Venture, an affiliated real estate entity that owns two retail properties, and (iii) held an unconsolidated 50% membership interest in the Hilton Garden Inn Joint Venture, an affiliated real estate entity that owns and operates one limited-service hotel. We account for our membership interests in the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture under the equity method of accounting.

	Location	Year Built	Year to Date Available Rooms		Percentage Occupied for the Year Ended December 31, 2023			RevPAR for the Year Ended December 31, 2023		ADR for the Year Ended December 31, 2023
Hospitality
Hilton Garden Inn - Long Island City	Long Island City, New York	2014		66,795		87.7	%	$	175.24	$	199.71

The Brownmill Joint Venture owns Browntown Shopping Center, located in Old Bridge, New Jersey, and Millburn Mall, located in Vauxhaull, New Jersey. The Brownmill Joint Venture is between us and LGH, a wholly-owned subsidiary of the Sponsor, and a related party. We and LGH have 48.6% and 51.4% membership interests in the Brownmill Joint Venture, respectively. The Hilton Garden Inn Joint Venture owns the Hilton Garden Inn – Long Island City, a 183-room, limited-service hotel located in the Long Island City neighborhood in the Queens borough of New York City. the Hilton Garden Inn Joint Venture is between us and Lightstone REIT III, a related party REIT, which is sponsored by the Sponsor. We and Lightstone REIT III each have a 50% membership interest in the Hilton Garden Inn Joint Venture.

Consolidated Properties:	Location	Year Built	Year to Date Available Rooms		Percentage Occupied for the Year Ended December 31, 2023			RevPAR for the Year Ended December 31, 2023		ADR for the Year Ended December 31, 2023
Fairfield Inn - East Rutherford	East Rutherford, New Jersey	1990		51,465		75.8	%	$	109.14	$	143.93
Aloft - Tucson	Tucson, Arizona	1971		56,210		61.3	%	$	96.10	$	156.71
Aloft - Philadelphia	Philadelphia, Pennsylvania	2008		49,640		69.0	%	$	79.17	$	114.78
Four Points by Sheraton - Philadelphia	Philadelphia, Pennsylvania	1985		64,605		70.1	%	$	68.21	$	97.34
Courtyard - Willoughby	Willoughby, Ohio	1999		32,850		66.4	%	$	90.21	$	135.94

As of December 31, 2024, five of our consolidated limited-service hotels are held in the Hotel Joint Venture, a joint venture formed between us and Lightstone REIT I, a related party REIT which is sponsored by the Sponsor. We and Lightstone REIT I have 97.5% and 2.5% membership interests in the Hotel Joint Venture, respectively. Additionally, as of December 31, 2024, one of our consolidated limited-service hotels also has ownership interests held by unrelated minority owners. The membership interests of Lightstone REIT I and the unrelated minority owners are accounted for as noncontrolling interests in our consolidated financial statements.

Fairfield Inn - DesMoines	West Des Moines, Iowa	1997	37,230	62.2	%	$	66.92	$	107.52
SpringHill Suites - DesMoines	West Des Moines, Iowa	1999	35,405	73.8	%	$	75.49	$	102.28
Courtyard - Parsippany	Parsippany, New Jersey	2001	55,115	59.3	%	$	84.95	$	143.25
Hyatt Place - New Orleans	New Orleans, Louisiana	1996	62,780	48.9	%	$	89.70	$	183.46
Residence Inn - Needham	Needham, Massachusetts	2013	48,180	83.8	%	$	143.71	$	171.50
		Total	493,480	66.4	%	$	90.62	$	136.40

Table of Contents

~~Note~~Consolidated Properties:

(1) Annualized revenue is defined as the minimum monthly payments due as of December 31, 2023 annualized, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants’ sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.

Hospitality - Limited-Service Hotel	Location	Year Built	Rooms		Year to Date Available Rooms		Percentage Occupied for the Year Ended December 31, 2024			RevPAR for the Year Ended December 31, 2024		ADR for the Year Ended December 31, 2024
Fairfield Inn - East Rutherford	East Rutherford, New Jersey	1990		141		51,606		77.8	%	$	115.63	$	148.68

Aloft - Tucson	Tucson, Arizona	1971		154		56,364		61.9	%	$	97.69	$	157.72

Aloft - Philadelphia	Philadelphia, Pennsylvania	2008		136		49,776		68.5	%	$	78.03	$	113.97

Four Points by Sheraton - Philadelphia	Philadelphia, Pennsylvania	1985		177		64,782		53.5	%	$	58.85	$	110.06

Courtyard - Willoughby	Willoughby, Ohio	1999		90		32,940		72.1	%	$	99.94	$	138.70

Fairfield Inn - DesMoines	West Des Moines, Iowa	1997		102		37,332		62.8	%	$	68.89	$	109.67

SpringHill Suites - DesMoines	West Des Moines, Iowa	1999		97		35,502		72.9	%	$	76.40	$	104.78

Courtyard - Parsippany	Parsippany, New Jersey	2001		151		55,266		60.8	%	$	85.00	$	139.81

Hyatt Place - New Orleans	New Orleans, Louisiana	1996		172		62,952		56.8	%	$	99.94	$	176.08

Residence Inn - Needham	Needham, Massachusetts	2013		132		48,312		81.5	%	$	148.89	$	182.68

Total				1,352		494,832		65.8	%	$	92.82	$	141.08

~~The~~Unconsolidated Affiliated ~~following information generally applies to our investments in our real estate properties~~Entities:

● we believe our real estate properties are adequately covered by insurance and suitable for their intended purpose;

Retail		Location			Year Built			Leasable Square Feet				Percentage Occupied as of December 31, 2024				Annualized Revenue based on rents as of December 31, 2024				Annualized Revenue per square foot as of December 31, 2024(1)
Browntown Shopping Center and Millburn Mall		Old Bridge and Vauxhall, New Jersey			1962				156,028				91.0	%		$	3.1 million			$	19.58

● our real estate properties are located in markets where we are subject to competition; and

Hospitality - Limited-Service Hotel		Location			Year Built			Rooms				Year to Date Available Rooms				Percentage Occupied for the Year Ended December 31, 2024				RevPAR for the Year Ended December 31, 2024				ADR for the Year Ended December 31, 2024
Hilton Garden Inn - Long Island City		Long Island City, New York			2014				183				66,978				86.7	%		$	190.26			$	219.34

●Annualized revenue ~~depreciation~~ is ~~provided~~defined as the minimum monthly payments due as of December 31, 2024 annualized, excluding periodic contractual fixed increases and rents calculated based on a ~~straight-line~~percentage ~~basis~~of ~~over~~tenants’ sales. The annualized base rent disclosed in the ~~estimated~~table ~~useful~~above ~~life~~includes all concessions, abatements and reimbursements of ~~the~~rent ~~applicable~~to ~~improvements~~tenants.

~~ITEM~~The following 3.information ~~LEGAL~~generally ~~PROCEEDINGS~~applies to our investments in our real estate properties:

~~From~~● ~~time~~we tobelieve ~~time~~our inreal ~~the~~estate ~~ordinary~~properties ~~course~~are ofadequately ~~business,~~covered weby ~~may~~insurance ~~become~~and ~~subject~~suitable tofor ~~legal~~their ~~proceedings,~~intended ~~claims or disputes.~~purpose;

As● ofour ~~the~~real ~~date~~estate ~~hereof,~~properties we are ~~not~~located ain ~~party~~markets towhere any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on our results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, we ~~have~~are ~~not~~subject ~~recorded any loss contingencies related~~ to ~~legal~~competition; ~~proceedings in which the potential loss is deemed to be remote.~~and

~~ITEM~~● 4.depreciation ~~MINE~~is ~~SAFETY~~provided ~~DISCLOSURES~~on a straight-line basis over the estimated useful life of the applicable improvements.

~~Not applicable~~ITEM 3. LEGAL PROCEEDINGS:

9From time to time in the ordinary course of business, we may become subject to legal proceedings, claims or disputes.

~~PART~~As of IIthe date hereof, we are not a party to any material pending legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on our results of operations or financial condition, which would require accrual or disclosure of the contingency and possible range of loss. Additionally, we have not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.

~~Dollar~~ITEM 4. ~~amounts~~MINE ~~are~~SAFETY ~~presented in thousands, except per share and unit data, RevPAR, ADR and where indicated in millions.~~DISCLOSURES

~~ITEM 5~~Not applicable. ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES:~~

~~Shareholder Information~~8

AsTable of ~~March~~Contents 15, 2024, we had 16.5 million Common Shares outstanding, held by a total of 4,960 stockholders. The number of stockholders is based on the records of DST Systems Inc., which serves as our registrar and transfer agent.

~~Market Information~~PART II.

~~Our~~Dollar amounts ~~Common Shares~~ are ~~not~~presented ~~currently~~in ~~listed~~thousands, onexcept aper ~~national~~share ~~securities~~and ~~exchange.~~unit Wedata, ~~may~~Revenue ~~seek~~per toAvailable ~~list~~Room ~~our~~(“RevPAR”), ~~Common~~Average ~~Shares~~Daily Rate ~~for~~(“ADR”) ~~trading~~and onwhere aindicated ~~national securities exchange only if a majority of our independent directors believe listing would be~~ in ~~the best interest of our stockholders~~millions. ~~We do not intend to list our Common Shares at this time. We do not anticipate that there would be any active market for our Common Shares until they are listed for trading.~~

OnITEM 5. ~~January 17,~~MARKET ~~2023,~~FOR ~~our~~REGISTRANT’S ~~stockholders~~COMMON ~~approved~~EQUITY, anRELATED ~~amendment~~STOCKHOLDER ~~and restatement to our charter pursuant to which we are no longer required to either (a) amend our charter to extend the deadline to begin the process of achieving a liquidity event~~MATTERS, orAND ~~(b)~~ISSUER ~~hold~~PURCHASES aOF ~~stockholders~~EQUITY ~~meeting to vote on a proposal for an orderly liquidation of its portfolio.~~SECURITIES:

~~NAV and NAV per Share~~Shareholder Information

OnAs of March 18 15, ~~2024~~2025, ~~our~~we ~~board~~had ~~of directors determined and approved our estimated net asset value (“NAV”) of $167~~16.30 million ~~and~~shares ~~resulting NAV per share~~ of common stock (“~~NAV~~Common ~~per Share~~Shares”) ~~of $9.84~~outstanding, ~~both~~held asby ofa ~~December 31,~~total ~~2023. Our estimated NAV and resulting NAV per Share are based upon the estimated fair values~~ of ~~our assets and liabilities as of December 31~~4,829 ~~2023 and are effective as of March 18, 2024~~stockholders. The Innumber ~~the calculation~~ of ~~our~~stockholders ~~NAV,~~is nobased ~~allocation~~on ~~of value was made to~~ the ~~Associate~~records ~~General~~of ~~Partner’s~~DST ~~Subordinated~~Systems ~~Profits Interests because the NAV per Share did not exceed an aggregate $10~~Inc.~~00 price per share plus a cumulative~~, ~~pre-tax~~which ~~non-compounded~~serves ~~annual return of 7.0%~~ as ~~of December 31, 2023. In connection with~~ our ~~Offerings,~~registrar ~~the Associate General Partner contributed (i) cash of $12.9 million~~ and ~~(ii)~~transfer ~~aggregate equity interests of 48~~agent.6% in the Brownmill Joint Venture which were aggregately valued at $4.8 million, to our Operating Partnership in exchange for 177 Subordinated Profits Interests, at a cost of $100,000 per unit, with an aggregate value of $17.7 million.

Our estimated NAV and resulting NAV per Share was calculated as of a particular point in time. Accordingly, our estimated NAV and resulting NAV per Share will fluctuate over time in response to developments related to individual assets in the portfolio and the management of those assets and in response to the real estate and finance markets. There is no assurance of the extent to which the current estimated valuation should be relied upon for any purpose after its effective date regardless that it may be published on any statement issued by us or otherwise.Market Information

~~Process~~Our Common ~~and~~Shares ~~Methodology~~are not currently listed on a national securities exchange. We may seek to list our Common Shares for trading on a national securities exchange only if a majority of our independent directors believe listing then would be in the best interest of our stockholders. However, we do not intend to list our Common Shares at this time. We do not anticipate that there would be any active market for our Common Shares until they are listed for trading.

~~Our~~On January ~~business~~17, is2023, ~~externally managed by~~ our ~~Advisor~~stockholders ~~which~~approved ~~provides~~an ~~advisory~~amendment ~~services to us~~ and werestatement ~~have~~to noour ~~employees.~~charter ~~Our~~pursuant ~~Advisor,~~to ~~along~~which ~~with~~we ~~any~~are ~~necessary~~no ~~material~~longer ~~assistance~~required orto either ~~confirmation of~~ (a) ~~third-party~~amend ~~valuation~~our ~~expert~~charter orto ~~service,~~extend isthe ~~responsible~~deadline ~~for~~to ~~calculating~~begin ~~our~~the ~~estimated~~process ~~NAV~~of ~~and~~achieving ~~resulting~~a ~~NAV~~liquidity ~~per Share~~event, ~~which~~or we(b) ~~currently~~hold ~~expect~~a ~~will~~stockholders bemeeting to ~~done~~vote on ata ~~least~~proposal ~~an annual basis unless and until our Common Shares are approved~~ for ~~listing~~an onorderly aliquidation ~~national securities exchange. Our Board~~ of ~~Directors~~our ~~have and will continue to review and approve each estimate of NAV and resulting NAV per Share~~portfolio.

10Estimated Net Asset Value (“NAV”) and NAV per Common Share (“NAV per Share”)

~~Our~~On March 21, 2025, our board of directors determined and approved our estimated net asset value (“NAV”) of $175.4 million and resulting NAV per share of common stock (“NAV per Share”) of $10.89, both as of December 31, ~~2023~~2024. ~~were~~Our ~~calculated~~estimated ~~with~~NAV ~~both~~and resulting NAV per Share are based upon the ~~assistance~~estimated fair values of our ~~Advisor~~assets and ~~Capright~~liabilities ~~Property~~as ~~Advisors,~~of ~~LLC~~December ~~(“Capright”)~~31, an2024 ~~independent~~and ~~third-party~~are ~~valuation~~effective ~~firm~~as ~~engaged~~of toMarch ~~assist~~21, ~~with~~2025. In the ~~valuation~~calculation of our ~~assets~~NAV, no ~~and~~allocation ~~liabilities.~~of ~~Our~~value ~~Advisor~~was ~~recommended~~made ~~and~~to ~~our~~the ~~Board~~Associate ofGeneral ~~Directors~~Partner’s ~~established~~Subordinated ~~the~~Profits ~~estimated~~Interests because the NAV per Share ~~based~~did not ~~upon~~exceed ~~the~~an ~~analyses~~aggregate ~~and~~$10.00 ~~reports~~price ~~provided~~per byshare ~~our~~plus ~~Advisor~~a ~~and~~cumulative, ~~Capright.~~pre-tax ~~The~~non-compounded ~~process~~annual return of ~~estimating~~7.0% ~~the~~as ~~value~~ of ~~our~~December ~~assets~~31, ~~and~~2024. In ~~liabilities~~connection iswith ~~performed~~our inOfferings, ~~accordance~~the ~~with~~Associate ~~our~~General ~~Estimated~~Partner ~~Valuation~~contributed ~~Policy~~(i) cash of $12.9 million and ~~the~~(ii) aggregate ~~provisions~~equity interests of 48.6% in the ~~Investment~~Brownmill ~~Program~~Joint ~~Association’s~~Venture ~~(the~~which ~~“IPA”)~~were ~~Practice~~aggregately ~~Guideline~~valued ~~2013-01,~~at ~~“Valuation~~$4.8 ofmillion, ~~Publicly~~to ~~Registered~~our ~~Non-Listed~~Operating ~~REITs.”~~Partnership Wein ~~believe~~exchange for ~~our~~177 ~~valuations~~Subordinated ~~were~~Profits ~~developed~~Interests, inat a ~~manner~~cost ~~reasonably~~of ~~designed~~$100,000 toper ~~ensure~~unit, ~~their~~with ~~reliability~~an aggregate value of $17.7 million.

~~In arriving at an~~ Our estimated NAV and resulting NAV per Share, ~~our~~was ~~Board~~calculated as of ~~Directors~~a ~~reviewed~~particular ~~and~~point ~~considered~~in ~~the~~time. ~~valuation~~Accordingly, ~~analyses prepared by~~ our ~~Advisor and Capright. Our Advisor presented a report to the Board of Directors with an~~ estimated NAV and resulting NAV per Share. ~~Capright~~will ~~provided~~fluctuate ~~our~~over ~~Board~~time ofin ~~Directors~~response anto ~~opinion~~developments ~~that~~related ~~the~~to ~~resulting~~individual ~~“as-is”~~assets ~~market~~in ~~value for~~ the ~~Company’s~~portfolio ~~investment properties, as calculated by our Advisor,~~ and ~~its~~the ~~remaining~~management of those assets and ~~liabilities,~~in asresponse ~~valued~~to ~~by our Advisor, along with~~ the ~~corresponding~~real ~~NAV~~estate ~~valuation methodologies~~ and ~~assumptions~~finance ~~used by our Advisor to arrive at a recommended NAV per Share of $9~~markets.84 asThere ofis ~~December 31,~~no ~~2023~~assurance ~~were appropriate and reasonable. Our Board~~ of ~~Directors reviewed~~ the ~~methodologies~~extent ~~and assumptions used~~ to ~~reach Capright’s and our Advisor’s respective conclusions. Our Board of Directors,~~ which isthe ~~responsible~~current ~~for determining our~~ estimated valuation ~~per~~should ~~share~~be ~~value,~~relied ~~considered~~upon ~~all~~for ~~information~~any ~~provided~~purpose inafter ~~light~~its ofeffective ~~their~~date ~~own~~regardless ~~familiarity~~that ~~with~~it ~~our~~may ~~assets~~be ~~and~~published ~~liabilities~~on ~~and~~any ~~unanimously~~statement ~~approved~~issued by aus ~~NAV~~or ~~per Share of $9~~otherwise.~~84 as of December 31, 2023.~~

~~The engagement of Capright with respect to our estimated NAV~~ Process and resulting NAV per Share as of December 31, 2023 was approved by our Board of Directors, including all of our independent directors. Capright has extensive experience in conducting asset valuations, including valuations of commercial real estate, debt, properties and real estate-related investments.Methodology

~~Capright’s~~Our business ~~opinion~~is ~~was~~externally ~~subject~~managed toby ~~various~~our ~~limitations.~~Advisor Inwhich ~~forming~~provides ~~its~~advisory ~~opinion,~~services ~~Capright~~to ~~relied~~us onand ~~certain~~we ~~information~~have ~~provided~~no byemployees. ~~our~~Our Advisor, ~~and~~along ~~third~~with any ~~parties~~necessary ~~without~~material ~~independent~~assistance ~~verification.~~or ~~Our~~confirmation ~~Advisor~~of ~~provided~~a ~~Capright~~third-party ~~with~~valuation ~~certain~~expert ~~information~~or ~~regarding~~service, ~~lease~~is ~~terms~~responsible ~~and~~for ~~the~~calculating ~~physical~~our ~~condition~~estimated NAV and ~~capital~~resulting ~~expenditure~~NAV ~~requirements~~per ofShare, ~~each~~which ofwe ~~our~~currently ~~investment~~expect ~~properties.~~will ~~Capright~~be ~~did~~done ~~not~~on ~~perform~~at ~~engineering~~least oran ~~structural~~annual ~~studies~~basis orunless ~~environmental~~and ~~studies~~until ofour ~~any~~Common ofShares are ~~the~~approved ~~properties,~~for ~~nor~~listing ~~did~~on ~~they~~a ~~perform~~national ansecurities ~~independent~~exchange. ~~appraisal~~Our Board of ~~our~~Directors ~~other~~have ~~assets~~ and ~~liabilities~~will ~~included~~continue into ~~our~~review ~~estimated~~and approve each estimate of NAV and resulting NAV per Share.

~~The following is a summary of the valuation methodologies used to value our assets and liabilities by key component:~~9

~~Investment~~Table ~~property, net. Our current ownership interests in real estate properties consist~~ of hospitality and retail properties. Accordingly, Capright utilized a variety of valuation methodologies, each deemed appropriate for the asset type under consideration to assign an estimated value to each asset.Contents

AsOur estimated ofNAV ~~December 31,~~and ~~2023,~~resulting weNAV ~~have~~per ~~ownership~~Share ~~interests~~as inof 13December ~~investment properties~~31, ~~consisting~~2024 ofwere ~~(i)~~calculated 10with ~~consolidated~~both ~~properties (~~the ~~“Consolidated~~assistance ~~Properties”)~~of ~~and~~our ~~(ii)~~Advisor ~~three~~and ~~unconsolidated~~Capright Property ~~equity~~Advisors, ~~method~~LLC ~~properties held in joint ventures~~ (~~the~~ “~~Equity Method Properties~~Capright” ~~and collectively~~), ~~the~~an ~~‘‘Investment~~independent ~~Properties”).~~third-party ~~With~~valuation ~~respect~~firm engaged to ~~the~~assist ~~Consolidated~~with ~~Properties~~the asvaluation of ~~December 31,~~our assets ~~2023, we majority owned~~ and ~~consolidated~~liabilities. ~~the~~Our ~~operating~~Advisor ~~results~~recommended and ~~financial~~our ~~condition~~Board of 10Directors ~~hospitality~~established ~~properties,~~the orestimated ~~limited-services~~NAV ~~hotels,~~per ~~containing~~Share abased ~~total~~upon ~~of 1,582 rooms, referred to as~~ the ~~Hotel~~analyses and ~~Portfolio.~~reports ~~With~~provided ~~respect~~by to our ~~Equity~~Advisor ~~Method~~and ~~Properties as of December 31, 2023, we held a (i) 48~~Capright.6% ~~joint~~The ~~venture~~process ~~ownership~~of ~~interest~~estimating in the ~~Brownmill~~value ~~Joint~~of ~~Venture,~~our ~~which~~assets ~~owns two retail properties known as Browntown Shopping Center located in Old Bridge, New Jersey~~ and ~~Milburn~~liabilities ~~Mall~~is ~~located~~performed in ~~Vauxhaull,~~accordance with ~~New~~our ~~Jersey,~~Estimated ~~which~~Valuation ~~collectively~~Policy ~~are~~and ~~referred~~the toprovisions asof the ~~Brownmill~~Investment ~~Properties~~Program ~~and~~Association’s (~~ii) 50% joint venture ownership interest in~~ the ~~Hilton~~“IPA”) ~~Garden~~Practice Guideline ~~Inn Joint Venture~~2013-01, an“Valuation ~~affiliated~~of ~~real~~Publicly ~~estate~~Registered ~~entity, which owns the Hilton Garden Inn – Long Island City, an 183~~Non-~~room,~~Listed ~~limited-service hotel located in Long Island City~~REITs.” We dobelieve ~~not consolidate~~ our ~~joint~~valuations ~~venture~~were ~~ownership~~developed ~~interests~~ in ~~the~~a ~~Brownmill~~manner reasonably ~~Joint~~designed ~~Venture~~to ~~and~~ensure ~~the~~their ~~Hilton Garden Inn Joint Venture but rather account for them under the equity method of accounting~~reliability. Additionally, as of December 31, 2023, six of the hotels within the Hotel Portfolio have ownership interests held by other minority owners, which are accounted for as noncontrolling interests in our consolidated financial statements.

11In arriving at an estimated NAV and resulting NAV per Share, our Board of Directors reviewed and considered the valuation analyses prepared by our Advisor and Capright. Our Advisor presented a report to the Board of Directors with an estimated NAV and resulting NAV per Share. Capright provided our Board of Directors an opinion that the resulting “as-is” market value for the Company’s investment properties, as calculated by our Advisor, and its remaining assets and liabilities, as valued by our Advisor, along with the corresponding NAV valuation methodologies and assumptions used by our Advisor to arrive at a recommended NAV per Share of $10.89 as of December 31, 2024 were appropriate and reasonable. Our Board of Directors reviewed the methodologies and assumptions used to reach Capright’s and our Advisor’s respective conclusions. Our Board of Directors, which is responsible for determining our estimated per share value, considered all information provided in light of their own familiarity with our assets and liabilities and unanimously approved a NAV per Share of $10.89 as of December 31, 2024.

InThe engagement ~~forming~~of ~~their~~Capright ~~conclusion~~with asrespect to ~~the~~our ~~“as-is”~~estimated ~~value~~NAV ofand ~~the~~resulting ~~Investment~~NAV ~~Properties~~per Share as of December 31, ~~2023,~~2024 ~~Capright’s opinion~~ was ~~subject~~approved toby ~~various~~our ~~limitations.~~Board of ~~In connection with their engagement~~Directors, ~~Capright~~including ~~completed appraisals of~~ all of ~~the~~our ~~investment~~independent ~~properties~~directors. inCapright ~~which~~has weextensive ~~had~~experience ~~ownership~~in ~~interests~~conducting asasset ~~of December 31~~valuations, ~~2023.~~including valuations ~~With~~of ~~respect~~commercial toreal ~~the~~estate, ~~appraisals performed by Capright~~debt, ~~the~~properties ~~scope~~and ofreal ~~their~~estate-related ~~work included:~~investments.

●Capright’s opinion ~~Review~~was ofsubject ~~property~~to ~~level~~various limitations. In forming its opinion, Capright relied on certain information provided by our Advisor; and third parties without independent verification. Our Advisor provided Capright with certain information regarding lease terms and the physical condition and capital expenditure requirements of each of our investment properties. Capright did not perform engineering or structural studies or environmental studies of any of the properties, nor did they perform an independent appraisal of our other assets and liabilities included in our estimated NAV and resulting NAV per Share.

●The following ~~Review~~is ofa ~~the~~summary ~~historical performance~~ of ~~our~~the ~~investment~~valuation ~~properties~~methodologies ~~and~~used ~~business~~to ~~plans~~value ~~related~~our toassets ~~operations~~and ofliabilities ~~these~~by ~~investments;~~key component:

●Investment property, ~~Review~~net. Our current ownership interests in real estate properties consist of ~~the~~hospitality ~~data~~and ~~models~~retail ~~prepared~~properties. byAccordingly, Capright ~~the~~utilized ~~Advisor~~a ~~for~~variety of valuation methodologies, each ~~investment;~~deemed ~~and~~appropriate for the asset type under consideration to assign an estimated value to each asset.

●As of ~~Review~~December 31, 2024, we have ownership interests in 13 investment properties, consisting of (i) 10 consolidated properties (the ~~applicable~~“Consolidated ~~markets~~Properties”) byand ~~means~~(ii) three unconsolidated equity method properties held in joint ventures (the “Equity Method Properties” and collectively, the “Investment Properties”). With respect to the Consolidated Properties as of ~~publications~~December 31, 2024, we majority owned and ~~other~~consolidated ~~resources~~the operating results and financial condition of 10 hospitality properties, or limited-services hotels, containing a total of 1,352 rooms, referred to ~~measure~~as ~~current~~the ~~market~~Hotel ~~conditions~~Portfolio. With respect to our Equity Method Properties as of December 31, ~~supply~~2024, we held a (i) 48.6% joint venture ownership interest in the Brownmill Joint Venture, which owns two retail properties known as Browntown Shopping Center located in Old Bridge, New Jersey and ~~demand~~Milburn ~~factors~~Mall located in Vauxhaull, New Jersey, which collectively are referred to as the Brownmill Properties and ~~growth~~(ii) 50% ~~patterns~~joint venture ownership interest in the Hilton Garden Inn Joint Venture, an affiliated real estate entity, which owns the Hilton Garden Inn – Long Island City, an 183-room, limited-service hotel located in Long Island City. We do not consolidate our joint venture ownership interests in the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture but rather account for them under the equity method of accounting. Additionally, as of December 31, 2024, six of the hotels within the Hotel Portfolio have ownership interests held by other minority owners, which are accounted for as noncontrolling interests in our consolidated financial statements.

The values of our Investment Properties were generally estimated by Capright utilizing multiple valuation methods, as appropriate for each asset, including an income approach using discounted cash flow analysis (“DCF Analysis”) and a sales comparable analysis. The key assumptions used in the income approach are specific to each property type, market location, and quality of each property and were based on similar investors’ return expectations and market assessments. The key assumptions are reflected in the table included under “Allocation of Estimated NAV per Share” below. In calculating values for our assets, both balance sheet and estimates of future cash flows as of December 31, 2023 were used.10

InTable ~~forming its opinion, Capright prepared appraisals on each~~ of the Investment Properties. The appraisals estimated values by using a DCF Analysis, a comparable sales approach, or a weighting of these approaches in determining each property’s value. The appraisals employed a range of terminal capitalization rates, discount rates, growth rates, and other variables that fell within ranges that Capright believed would be used by similar investors to value the properties we own. The assumptions used in developing these estimates were specific to each property (including holding periods) and were determined based upon a number of factors including the market in which the property is located, the specific location of the property within the market, property and market vacancy, tenant demand for space, and investor demand and return requirements.Contents

~~While~~In weforming ~~and~~their ~~our~~conclusion ~~Advisor~~as ~~believe~~to ~~that~~ the ~~approaches~~“as-is” value ~~used~~of bythe ~~Capright~~Investment inProperties ~~valuing~~as ~~our~~of ~~investment~~December ~~properties~~31, ~~including~~2024, anCapright’s ~~income~~opinion ~~approach~~was ~~using~~subject ato ~~DCF~~various ~~Analysis~~limitations. ~~and~~In aconnection with ~~comparable~~their ~~sales analysis~~engagement, ~~are~~Capright ~~standard~~completed inappraisals ~~the~~of ~~real~~all ~~estate~~of ~~industry,~~ the ~~estimated fair values for our~~ investment properties ~~may~~in orwhich ~~may~~we ~~not~~had ~~represent~~ownership ~~current~~interests ~~market~~as ~~values~~of orDecember 31, ~~fair values determined in accordance with GAAP~~2024. ~~Our~~With ~~consolidated~~respect ~~investment properties are carried at their amortized cost basis, subject~~ to ~~any~~the ~~adjustments~~appraisals ~~applicable~~performed ~~under~~by ~~GAAP~~Capright, ~~in our consolidated financial statements. Our unconsolidated investments in real estate are accounted for under~~ the ~~equity~~scope ~~method~~ of ~~accounting~~their inwork ~~our consolidated financial statements.~~included:

~~The~~● ~~following~~Review ~~are~~of ~~the~~property ~~key~~level ~~assumptions~~information ~~used~~provided ~~in the DCF Analysis utilized~~ by ~~Capright~~our ~~under the income approach to estimate the fair value of the indicated properties as of December 31, 2023:~~Advisor;

	Consolidated Properties			Equity Method Properties
	Hotel Portfolio (10 properties)			Hilton Garden Inn - Long Island City			Brownmill Properties (2 properties)
	(weighted average)						(weighted average)
Exit capitalization rate		8.99	%		8.00	%		7.12	%
Discount rate		10.99	%		10.00	%		8.06	%
Annual market rent growth		3.49	%		2.94	%		0.69	%
Average holding period (in years)		10.0			10.0			10.0

●

Review of the historical performance of our investment properties and business plans related to operations of these investments;

12● Review of the data models prepared by the Advisor for each investment; and

As● Review of ~~December 31, 2023,~~ the ~~aggregate~~applicable ~~estimated~~markets ~~fair~~by ~~value~~means of ~~our~~publications ~~ownership~~and ~~interests~~other inresources ~~the~~to ~~Consolidated~~measure ~~Properties~~current ~~was~~market ~~$196.5~~conditions, ~~million~~supply and ~~the~~demand ~~aggregate carrying value of our Consolidated Properties was $142.8 million~~factors, ~~which~~and ~~equates~~growth ~~to an overall increase in value of 37~~patterns.~~6%.~~

AsThe values of ~~December 31,~~our ~~2023,~~Investment ~~the~~Properties ~~estimated~~were ~~fair~~generally ~~value~~estimated ofby ~~our~~Capright ~~48.6%~~utilizing ~~membership~~multiple ~~interest~~valuation inmethods, ~~the~~as ~~Brownmill~~appropriate ~~Joint~~for ~~Venture~~each asset, ofincluding ~~$10.4~~an ~~million~~income ~~was~~approach ~~calculated~~using ~~based~~discounted oncash ~~the~~flow ~~gross~~analysis ~~appraised~~(“DCF ~~value~~Analysis”) ofand ~~the~~a ~~Brownmill~~sales ~~Properties~~comparable ~~of $32~~analysis.9 The ~~million~~key ~~less~~assumptions used in the ~~fair~~income ~~value~~approach ofare ~~the~~specific ~~outstanding~~to ~~indebtedness~~each ofproperty ~~$12.5~~type, ~~million~~market ~~plus~~location, ~~all~~and ~~other~~quality ~~non-real~~of ~~estate~~each ~~assets~~property and were ~~liabilities,~~based ~~net~~on ofsimilar ~~$1.0~~investors’ ~~million.~~return ~~The~~expectations ~~estimated~~and ~~fair~~market ~~value~~assessments. ofThe ~~our~~key ~~48.6%~~assumptions ~~membership~~are ~~interest~~reflected in the ~~Brownmill~~table ~~Joint~~included under ~~Venture~~“Allocation of ~~$10.4~~Estimated ~~million~~NAV ~~compared~~per toShare” ~~our~~below. ~~carrying~~In ~~value~~calculating ofvalues ~~$4.0~~for ~~million~~our assets, both asbalance sheet and estimates of ~~December 31,~~future ~~2023,~~cash ~~equates~~flows toas anof ~~increase~~December in31, ~~value~~2024 ofwere ~~160~~used.~~0%.~~

AsIn forming ofits ~~December 31~~opinion, ~~2023,~~Capright ~~the~~prepared ~~estimated~~appraisals ~~fair~~on ~~value~~each of ~~our~~the 50Investment Properties.0% ~~membership~~The ~~interest~~appraisals inestimated ~~the~~values ~~Hilton~~by ~~Garden~~using ~~Inn~~a ~~Joint~~DCF Analysis, ~~Venture~~a ofcomparable ~~$17.6~~sales ~~million~~approach, ~~was~~or ~~calculated~~a ~~based~~weighting onof ~~the~~these ~~gross~~approaches ~~appraised~~in ~~value~~determining ofeach ~~the~~property’s ~~Hilton~~value. ~~Garden~~The ~~Inn~~appraisals employed –a ~~Long~~range ~~Island~~of ~~City~~terminal ofcapitalization ~~$65.2~~rates, ~~million~~discount ~~less~~rates, ~~the~~growth ~~fair~~rates, ~~value~~and ofother ~~the~~variables ~~outstanding~~that ~~indebtedness~~fell ofwithin ~~$32.3~~ranges ~~million~~that ~~plus~~Capright believed ~~all~~would ~~other~~be ~~non-real~~used ~~estate~~by ~~assets~~similar ~~and~~investors ~~liabilities,~~to ~~net~~value ofthe ~~$2.4~~properties ~~million~~we own. The ~~estimated~~assumptions ~~fair~~used ~~value~~in ofdeveloping ~~our~~these ~~50.0%~~estimates ~~membership~~were ~~interest~~specific to ineach ~~the~~property ~~Hilton~~(including ~~Garden~~holding ~~Inn~~periods) ~~Joint~~and ~~Venture~~were ofdetermined ~~$17.6~~based ~~million~~upon ~~compared~~a tonumber ~~our~~of ~~carrying~~factors ~~value~~including ofthe ~~$9.4~~market ~~million~~in which the property is located, ~~both~~the asspecific location of ~~December 31~~the property within the market, ~~2023~~property and market vacancy, ~~equates~~tenant todemand anfor ~~increase~~space, inand ~~value~~investor demand ofand 87return requirements.~~6%.~~

While we ~~believe~~and ~~that~~our ~~Capright’s~~Advisor ~~assumptions~~believe ~~utilized~~that ~~for estimating~~ the ~~fair~~approaches ~~values~~used ~~for~~by ~~the~~Capright ~~Investment~~in ~~Properties~~valuing ~~are~~our ~~reasonable~~investment properties, ~~any~~including ~~changes~~an inincome ~~these~~approach ~~assumptions~~using a ~~would~~DCF ~~affect~~Analysis ~~the~~and ~~calculations~~a ofcomparable ~~the~~sales ~~estimated~~analysis, ~~fair~~are ~~values~~standard ofin the ~~Investment~~real ~~Properties.~~estate ~~The~~industry, ~~table below presents~~ the estimated ~~increase~~fair orvalues ~~decrease~~for to our ~~estimated~~investment properties ~~NAV~~may ~~per~~or ~~Share~~may asnot ofrepresent ~~December 31,~~current ~~2023~~market ~~resulting~~values ~~from~~or afair 25values ~~basis~~determined ~~point increase and decrease~~ in ~~the~~accordance ~~discount~~with ~~rates~~GAAP. ~~and~~Our ~~capitalization~~consolidated ~~rates~~investment properties ~~for~~are ~~the~~carried ~~Investment~~at ~~Properties.~~their ~~The~~amortized ~~table~~cost isbasis, ~~presented~~subject to ~~provide~~any aadjustments ~~hypothetical~~applicable ~~illustration~~under ofGAAP, ~~possible results if only one change~~ in ~~assumptions~~our ~~was~~consolidated ~~made, with all other factors remaining constant~~financial statements. ~~Further,~~Our ~~each~~unconsolidated ofinvestments ~~these~~in ~~assumptions~~real ~~could~~estate ~~change~~are byaccounted ~~more~~for orunder ~~less~~the ~~than~~equity 25method ~~basis~~of ~~points~~accounting orin ~~not~~our atconsolidated financial ~~all~~statements.

	Change in NAV per Share
	Increase of 25 basis points			Decrease of 25 basis points
Capitalization rate	$	(0.17	)	$	0.19
Discount rate	$	(0.22	)	$	0.23

The following are the key assumptions used in the DCF Analysis utilized by Capright under the income approach to estimate the fair value of the indicated properties as of December 31, 2024.

In addition to their appraisals of the Investment Properties, Capright also evaluated the following information to arrive at their opinion of our other assets and liabilities:

	Consolidated Properties			Equity Method Properties
	Hotel Portfolio (10 properties)			Hilton Garden Inn - Long Island City			Brownmill Properties (2 properties)
	(weighted average)						(weighted average)
Exit capitalization rate		8.57	%		8.00	%		7.28	%
Discount rate		10.57	%		10.00	%		8.22	%
Annual market rent growth		3.66	%		4.79	%		0.71	%
Average holding period (in years)		10.0			10.0			10.0

●As of ~~Review~~December 31, 2024, the aggregate estimated fair value of ~~property~~our ~~level~~ownership ~~information~~interests ~~provided~~in bythe Consolidated Properties was $209.3 million and the aggregate carrying value of our ~~Advisor;~~Consolidated Properties was $137.8 million, which equates to an overall increase in value of 51.9%.

~~● Review of the historical performance of our investment properties and business plans related to operations of these investments;~~11

●Table ~~Review~~ of ~~the data models prepared by the Advisor supporting the valuation for each investment; and~~Contents

●As of ~~Review~~December 31, 2024, the estimated fair value of our 48.6% membership interest in the ~~applicable~~Brownmill ~~markets~~Joint byVenture ~~means~~of $10.0 million was calculated based on the gross appraised value of ~~publications~~the ~~and~~Brownmill Properties of $32.5 million less the fair value of the outstanding indebtedness of $12.6 million plus all other ~~resources~~non-real estate assets and liabilities, net of $0.7 million. The estimated fair value of our 48.6% membership interest in the Brownmill Joint Venture of $10.0 million compared to ~~measure~~our ~~current~~carrying ~~market~~value ~~conditions~~of $3.6 million, both ~~supply~~as ~~and~~of ~~demand~~December ~~factors~~31, ~~and~~2024, ~~growth~~equates ~~patterns~~to an increase in value of 177.8%.

~~Capright~~As of ~~has~~December ~~acted~~31, as2024, athe ~~valuation~~estimated ~~advisor~~fair tovalue usof our 50.0% membership interest in ~~connection~~the ~~with~~Hilton ~~this~~Garden ~~assignment~~Inn Joint Venture of $21.7 ~~The~~million was ~~compensation~~calculated ~~paid~~based toon ~~Capright~~the ingross ~~connection~~appraised ~~with~~value ~~this~~of ~~assignment~~the ~~was~~Hilton ~~not~~Garden ~~contingent~~Inn ~~upon~~– Long Island City of $74.7 million less the ~~successful~~fair ~~completion~~value of the outstanding indebtedness of ~~any~~$32.3 ~~transaction~~million orplus ~~conclusion~~all ~~reached~~other bynon-real ~~Capright~~estate assets and liabilities, net of $1.0 ~~Capright~~million. ~~may~~The beestimated fair ~~engaged~~value toof ~~provide~~our ~~financial~~50.0% ~~advisory~~membership ~~services~~interest toin ~~us,~~the Hilton Garden Inn Joint Venture of $21.7 million compared to our ~~Advisor~~carrying value of $7.6 million, orboth ~~other~~as ~~Lightstone-sponsored~~of ~~investment~~December ~~programs~~31, or2024, ~~their~~equates ~~affiliates~~to an increase in ~~the~~value ~~future~~of 185.5%.

13While we believe that Capright’s assumptions utilized for estimating the fair values for the Investment Properties are reasonable, any changes in these assumptions would affect the calculations of the estimated fair values of the Investment Properties. The table below presents the estimated increase or decrease to our estimated NAV per Share as of December 31, 2024 resulting from a 25 basis point increase and decrease in the discount rates and capitalization rates for the Investment Properties. The table is presented to provide a hypothetical illustration of possible results if only one change in assumptions was made, with all other factors remaining constant. Further, each of these assumptions could change by more or less than 25 basis points or not at all.

Cash and cash equivalents: The estimated values of our cash and cash equivalents approximate their carrying values due to their short maturities.

	Change in NAV per Share
	Increase of			Decrease of
	25 basis points			25 basis points
Capitalization rate	$	(0.22	)	$	0.25
Discount rate	$	(0.26	)	$	0.28

~~Marketable~~In addition ~~securities,~~to ~~available~~their ~~for~~appraisals ~~sale: The estimated values~~ of ~~our~~the ~~marketable~~Investment ~~securities~~Properties, ~~available~~Capright ~~for~~also ~~sale,~~evaluated are based on Level 1 and Level 2 inputs. Level 1 inputs are inputs that are observable, either directly or indirectly, such as quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the ~~full~~following ~~term~~information ofto ~~the~~arrive ~~assets~~at ortheir ~~liabilities. All~~ opinion of our ~~marketable~~other ~~securities~~assets ~~measured~~and ~~using Level 2 inputs were valued based on a market approach using readily available quoted market prices for similar assets.~~liabilities:

~~Restricted~~● ~~cash:~~Review ~~The estimated values~~ of ~~our~~property ~~restricted~~level ~~cash~~information ~~approximate~~provided ~~their~~by ~~carrying~~our ~~values due to their short maturities.~~Advisor;

~~Other~~● ~~assets:~~Review ~~Our~~of ~~other~~the ~~assets~~historical ~~consist~~performance of ~~tenant~~our ~~accounts~~investment ~~receivable~~properties and ~~prepaid~~business ~~expenses~~plans ~~and~~related ~~other~~to ~~assets.~~operations ~~The estimated values~~ of these items approximate their carrying values due to their short maturities. Certain other items, primarily straight-line rent receivable, intangibles and deferred costs, have been eliminated for the purpose of the valuation because those items were already considered in our valuation of the respective investments ~~in real estate properties or financial instruments.~~;

~~Mortgage~~● ~~payable:~~Review ~~Our~~of ~~mortgage~~the ~~loan~~data ~~bears~~models ~~interest~~prepared atby athe ~~variable~~Advisor ~~rate.~~supporting ~~Accordingly,~~ the ~~estimated~~valuation ~~fair~~for ~~values~~each ofinvestment; ~~our~~and ~~variable-rate~~Review ~~mortgage~~of ~~loan~~the ~~was~~applicable ~~deemed~~markets toby ~~approximate~~means ~~its~~of ~~carrying~~publications ~~value~~and ~~because~~other ~~its~~resources ~~interest~~to ~~rate~~measure ~~moves~~current inmarket ~~conjunction~~conditions, ~~with~~supply ~~changes~~and todemand ~~market~~factors, ~~interest~~and ~~rates~~growth patterns.

~~Other~~Capright has ~~liabilities:~~acted ~~Our~~as ~~other~~a ~~liabilities~~valuation ~~consist~~advisor ofto ~~our~~us ~~accounts~~in ~~payable~~connection ~~and~~with ~~accrued~~this ~~expenses,~~assignment. ~~amounts~~The ~~due~~compensation paid to ~~related~~Capright ~~parties,~~in ~~deposits~~connection ~~payable,~~with ~~distributions~~this assignment ~~payable~~was ~~and~~not ~~deferred~~contingent ~~rental~~upon ~~income~~the successful completion of any transaction or conclusion reached by Capright. ~~The~~Capright ~~carrying~~may ~~values~~be ofengaged to ~~these~~provide ~~items~~financial ~~were~~advisory ~~considered~~services to ~~equal~~us, ~~their~~our ~~fair~~Advisor, ~~value~~or ~~due~~other toLightstone-sponsored investment programs or their ~~short~~affiliates ~~maturities~~in the future.

~~Other~~Cash and ~~noncontrolling~~cash ~~interests~~equivalents: The ~~Our other noncontrolling interests represent the~~ estimated values of ~~the~~our ~~minority~~cash ~~ownership~~and ~~interests~~cash ofequivalents ~~others~~approximate intheir ~~certain~~carrying ofvalues ~~our~~due ~~consolidated investment properties pursuant~~ to ~~the terms of~~ their short ~~applicable operating agreements~~maturities.

~~Allocations~~Marketable securities, ofavailable ~~Value~~for ~~to Subordinated Profits Interests~~sale: The ~~Subordinated~~estimated ~~Profits~~values ~~Interests~~of ~~held~~our bymarketable ~~the~~securities, ~~Associate~~available ~~General~~for ~~Partner~~sale, anare ~~affiliate~~based ofon ~~our~~Level 1 ~~Advisor,~~and ~~are~~Level ~~classified~~2 ininputs. ~~noncontrolling~~Level ~~interests~~1 oninputs ~~our~~are ~~consolidated~~inputs ~~balance~~that ~~sheet.~~are ~~However~~observable, ~~for~~either ~~purposes~~directly ofor ~~our NAV~~indirectly, wesuch doas ~~not~~quoted ~~estimate~~prices ~~their~~in ~~fair~~active ~~value~~markets for inidentical ~~accordance~~assets ~~with~~or ~~GAAP~~liabilities. ~~Rather,~~Level ~~the~~2 ~~IPA’s~~inputs ~~Practice~~are ~~Guideline~~inputs ~~2013—01~~that ~~provides~~are ~~for~~observable, ~~adjustments~~either todirectly ~~the~~or ~~NAV for preferred securities~~indirectly, ~~special~~such ~~interests~~as ~~and~~quoted ~~incentive~~prices for ~~fees~~similar ~~based~~assets onor ~~the~~liabilities; ~~aggregate~~quoted ~~NAV~~prices ofin ~~the~~markets ~~company~~that ~~and~~are ~~payable~~not toactive; ~~the~~or ~~sponsor~~other ininputs athat ~~hypothetical~~are ~~liquidation~~observable ofor ~~the~~can ~~company~~be ascorroborated by ofobservable ~~the~~market ~~valuation~~data ~~date~~for insubstantially ~~accordance with~~ the ~~provisions~~full term of the ~~partnership~~assets or ~~advisory~~liabilities. ~~agreements~~All ~~and the terms~~ of ~~the~~our ~~preferred~~marketable securities. ~~Because~~measured ~~certain~~using Level ~~distributions~~2 ~~related~~inputs towere ~~our~~valued ~~Subordinated~~based ~~Profits~~on ~~Interests are only payable to their holder in~~ a ~~liquidation~~market ~~event,~~approach weusing ~~believe~~readily ~~they~~available ~~should~~quoted bemarket ~~valued~~prices for ~~our~~similar ~~NAV in accordance with these provisions~~assets.

~~Accordingly,~~Restricted cash: The ~~pursuant~~estimated tovalues ~~the terms~~ of our ~~operating~~restricted ~~agreement,~~cash noapproximate ~~allocations~~their ~~are~~carrying ~~made~~values todue the holder of the Subordinated Profits Interests unless the NAV per Share exceeds $10.00 per share plus a cumulative, pre-tax non-compounded annual return of 7.0% as of the indicated valuation date. In connection with our Offerings, Lightstone SLP II LLC acquired an aggregate of $17.7 million of Subordinated Profits Interests. In the calculation of our NAV, no allocation of value was made to ~~the~~their ~~holder~~short ~~of the Subordinated Profits Interests because the NAV per Share did not exceed an aggregate $10~~maturities.~~00 price per share plus a cumulative, pre-tax non-compounded annual return of 7.0% as of December 31, 2023.~~

Our estimated NAV per Share was calculated by aggregating the estimated fair values of our assets, subtracting the estimated fair values of our liabilities, and dividing the resulting estimated net asset value by our shares of common stock outstanding, all as of December 31, 2023.12

14Table of Contents

~~Allocation~~Other assets: Our other assets consist of ~~Estimated~~tenant ~~NAV~~accounts ~~per~~receivable ~~Share~~and prepaid expenses and other assets. The estimated values of these items approximate their carrying values due to their short maturities. Certain other items, primarily straight-line rent receivable, intangibles and deferred costs, have been eliminated for the purpose of the valuation because those items were already considered in our valuation of the respective investments in real estate properties or financial instruments.

~~The~~Mortgage payable: Our ~~table~~mortgage ~~below~~loan ~~sets~~bears ~~forth~~interest ~~the~~at ~~key~~a ~~components~~variable ofrate. ~~the calculation of our NAV and resulting NAV per Share as of December 31~~Accordingly, ~~2023 as well as~~ the ~~comparable calculation as of December 31, 2022. The~~ estimated ~~NAV~~fair ~~per~~values ~~Share~~ of ~~$9.84~~our asvariable-rate mortgage ofloan ~~December 31,~~was ~~2023,~~deemed ~~represents~~to aapproximate ~~decrease~~its ofcarrying ~~$0.28~~value ~~per~~because ~~share,~~its orinterest ~~2.8%,~~rate ~~from~~moves ~~the~~in ~~estimated~~conjunction ~~NAV~~with ~~per~~changes ~~Share~~to ofmarket ~~$10~~interest rates.~~12 as of December 31, 2022. Certain amounts are presented net of noncontrolling interests, as applicable.~~

	As of December 31, 2023						As of December 31, 2022
	Value			Per Share			Value			Per Share
Net Assets:
Investment properties, net	$	224,554		$	13.21		$	250,579		$	14.59
Non-Real Estate Assets:
Cash and cash equivalents		36,192						42,233
Marketable securities		9,287						4,193
Restricted cash		4,549						333
Other assets		2,721						4,165
Total non-real estate assets		52,749			3.10			50,924			2.97
Total Assets		277,303			16.31			301,503			17.56
Liabilities:
Mortgage payable		(100,820	)					(118,485	)
Margin loan		-						-
Other liabilities		(8,115	)					(8,001	)
Total Liabilities		(108,935	)		(6.41	)		(126,486	)		(7.37	)
Other Non-Controlling Interests		(1,072	)		(0.06	)		(1,260	)		(0.07	)
Net Asset Value before Allocations to Subordinated Profits Interests		167,296		$	9.84			173,757		$	10.12
Allocations to Subordinated Profits Interests		-			-			-			-
Net Asset Value	$	167,296		$	9.84		$	173,757		$	10.12
Shares of Common Stock Outstanding		17,002						17,172

Other liabilities: Our other liabilities consist of our accounts payable and accrued expenses, amounts due to related parties, deposits payable, distributions payable and deferred rental income. The carrying values of these items were considered to equal their fair value due to their short maturities. Additionally, certain outstanding notes payable were excluded as we expect them to be fully forgiven.

~~Historical~~Other noncontrolling ~~Estimated~~interests: Our ~~NAV~~other ~~per~~noncontrolling ~~Share~~interests represent the estimated values of the minority ownership interests of others in certain of our consolidated investment properties pursuant to the terms of their applicable operating agreements.

~~More~~Allocations of ~~information~~Value ~~regarding~~to Subordinated Profits Interests: The Subordinated Profits Interests held by the Associate General Partner, an affiliate of our ~~historical~~Advisor, ~~reported~~are ~~estimated~~classified ~~NAV~~in ~~per~~noncontrolling ~~Share~~interests ason our consolidated balance sheet. However, for purposes of ~~December 31~~our NAV, ~~2022~~we ~~may~~do benot ~~found~~estimate their fair value in ~~our~~accordance ~~Annual~~with ~~Report~~GAAP. onRather, ~~Form~~the ~~10-K~~IPA’s Practice Guideline 2013—01 provides for adjustments to the ~~year~~NAV ~~ended~~for ~~December 31,~~preferred ~~2022~~securities, ~~filed~~special interests and incentive fees based on ~~March 29~~the aggregate NAV of the company and payable to the sponsor in a hypothetical liquidation of the company as of the valuation date in accordance with the provisions of the partnership or advisory agreements and the terms of the preferred securities. Because certain distributions related to our Subordinated Profits Interests are only payable to their holder in a liquidation event, ~~2023~~we believe they should be valued for our NAV in accordance with these provisions.

~~Limitations~~Accordingly, pursuant ~~and~~to ~~Risks~~the terms of our operating agreement, no allocations are made to the holder of the Subordinated Profits Interests unless the NAV per Share exceeds $10.00 per share plus a cumulative, pre-tax non-compounded annual return of 7.0% as of the indicated valuation date. In connection with our Offerings, Lightstone SLP II LLC acquired an aggregate of $17.7 million of Subordinated Profits Interests. In the calculation of our NAV, no allocation of value was made to the holder of the Subordinated Profits Interests because the NAV per Share did not exceed an aggregate $10.00 price per share plus a cumulative, pre-tax non-compounded annual return of 7.0% as of December 31, 2024.

~~As with any valuation methodology, the methodology used to determine our~~ Our estimated NAV ~~and resulting NAV~~ per Share iswas ~~based~~calculated ~~upon~~by aaggregating ~~number~~the ofestimated ~~estimates~~fair ~~and~~values ~~assumptions~~of ~~that~~our ~~may prove later not to be accurate or complete. Further~~assets, ~~different~~subtracting ~~participants~~the ~~with~~estimated ~~different~~fair ~~property-specific~~values of ~~and~~our ~~general real estate and capital market assumptions~~liabilities, ~~estimates, judgments~~ and ~~standards~~dividing ~~could derive a different estimated NAV per Share, which could be significantly different from~~ the ~~estimated~~resulting ~~NAV per Share approved by our Board of Directors. The~~ estimated ~~NAV~~net ~~per~~asset ~~Share~~value ~~approved~~ by our ~~Board~~shares of ~~Directors~~common ~~does~~stock ~~not~~outstanding, ~~represents~~all ~~the~~as ~~fair value~~ of ~~our assets and liabilities in accordance with GAAP~~December 31, ~~and such estimated NAV per Share is not a representation, warranty or guarantee that:~~2024.

●Allocation of AEstimated ~~stockholder would be able to resell his or her shares at the estimated~~ NAV per Share;

15The table below sets forth the key components of the calculation of our NAV and resulting NAV per Share as of December 31, 2024 as well as the comparable calculation as of December 31, 2023. The estimated NAV per Share of $10.89 as of December 31, 2024, represents an increase of $1.05 per share, or 10.6%, from the estimated NAV per Share of $9.84 as of December 31, 2023. Certain amounts are presented net of noncontrolling interests, as applicable.

● A stockholder would ultimately realize distributions per share of common stock equal to the estimated NAV per Share upon liquidation of our assets and settlement of our liabilities or a sale of the Company;

	As of December 31, 2024						As of December 31, 2023
	Value			Per Share			Value			Per Share
Net Assets:
Investment properties, net	$	240,966		$	14.96		$	224,554		$	13.21
Non-Real Estate Assets:
Cash and cash equivalents		27,139						36,192
Marketable securities		10,209						9,287
Restricted cash		4,938						4,549
Other assets		2,321						2,721
Total non-real estate assets		44,607			2.77			52,749			3.10
Total Assets		285,573			17.73			277,303			16.31

Liabilities:
Mortgage payable		(101,183	)					(100,820	)
Margin loan		-						-
Other liabilities		(7,844	)					(8,116	)
Total Liabilities		(109,027	)		(6.77	)		(108,935	)		(6.41	)
Other Non-Controlling Interests		(1,171	)		(0.07	)		(1,072	)		(0.06	)
Net Asset Value before Allocations to Subordinated Profits Interests		175,375		$	10.89			167,296		$	9.84
Allocations to Subordinated Profits Interests		-			-			-			-
Net Asset Value	$	175,375		$	10.89		$	167,296		$	9.84

Shares of Common Stock Outstanding		16,109						17,001

~~● Our shares of common stock would trade at the estimated NAV per Share on a national securities exchange,~~13

●Table Anof ~~independent third-party appraiser or other third-party valuation firm would agree with the estimated NAV per Share; or~~Contents

●Historical Estimated ~~The methodology used to estimate our~~ NAV per Share ~~would be acceptable to FINRA or under the Employee Retirement Income Security Act with respect to their respective requirements.~~

~~The~~More information ~~Internal~~regarding ~~Revenue~~our ~~Service~~historical ~~and~~reported ~~the~~estimated ~~Department~~NAV ofper ~~Labor~~Share doas ~~not~~of ~~provide~~December ~~any~~31, ~~guidance~~2023 onmay ~~the~~be ~~methodology~~found anin ~~issuer~~our ~~must~~Annual ~~use~~Report toon ~~determine~~Form 10-K ~~its~~for ~~estimated~~the ~~NAV~~Year ~~per~~Ended ~~share.~~December ~~FINRA~~31, ~~guidance~~2023, ~~provides~~filed ~~that~~on ~~NAV~~March ~~valuations~~27, ~~be derived from a methodology that conforms to standard industry practice~~2024.

~~As with any valuation methodology, our methodology is based upon a number of estimates~~ Limitations and assumptions that may not be accurate or complete. Different parties with different assumptions and estimates could derive different estimated NAVs and resulting NAVs per share, and these differences could be significant. The estimated NAV per Share is not audited and does not represent the fair value of our assets less our liabilities in accordance GAAP, nor do they represent an actual liquidation value of our assets and liabilities or the amount shares of our common stock would trade at on a national securities exchange. Our estimated NAV per Share is based on the estimated value of our assets less the estimated value of our liabilities and other non-controlling interests divided by the number of our diluted shares of common stock outstanding, all as of the date indicated. Our estimated NAV per Share does not reflect a discount for the fact we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. Our estimated NAV per Share does not take into account estimated disposition costs or fees or penalties, if any, that may apply upon the prepayment of certain of our debt obligations or the impact of restrictions on the assumption of certain debt. Our estimated NAV per Share will fluctuate over time as a result of, among other things, future acquisitions or dispositions of assets, developments related to individual assets and the management of those assets and changes in the real estate and capital markets. Different parties using different assumptions and estimates could derive different NAVs and resulting estimated NAVs per share, and these differences could be significant. Markets for real estate and real estate-related investments can fluctuate and values are expected to change in the future. Our Estimated Valuation Policy requires us to update our estimated NAV per Share value on an annual basis. Our Board of Directors will review and approve each estimate of NAV and resulting estimated NAV per Share.Risks

~~Tender~~As with ~~Offer~~any valuation methodology, the methodology used to determine our estimated NAV and resulting NAV per Share is based upon a number of estimates and assumptions that may prove later not to be accurate or complete. Further, different participants with different property-specific and general real estate and capital market assumptions, estimates, judgments and standards could derive a different estimated NAV per Share, which could be significantly different from the estimated NAV per Share approved by our Board of Directors. The estimated NAV per Share approved by our Board of Directors does not represents the fair value of our assets and liabilities in accordance with GAAP, and such estimated NAV per Share is not a representation, warranty or guarantee that:

We● ~~commenced~~A astockholder ~~tender~~would ~~offer on~~be ~~November 28,~~able ~~2023,~~to ~~pursuant~~resell tohis ~~which~~or weher ~~offered~~shares toat ~~acquire~~the upestimated NAV per Share; ● A stockholder would ultimately realize distributions per share of common stock equal to ~~860,000~~the estimated NAV per Share upon liquidation of our ~~Common~~assets ~~Shares~~and atsettlement of our liabilities or a ~~purchase~~sale ~~price~~of the Company; ● Our shares of ~~$6.00~~common stock would trade at the estimated NAV per ~~share~~ Share on a national securities exchange, ● An independent third-party appraiser or ~~$5.2~~other ~~million~~third-party invaluation ~~the~~firm ~~aggregate~~would (agree with the ~~“Tender~~estimated ~~Offer”).~~NAV ~~Pursuant~~per Share; or ● The methodology used to ~~the~~estimate ~~terms~~our ofNAV ~~the~~per ~~Tender~~Share ~~Offer,~~would ~~which~~be ~~expired~~acceptable ~~on February 5,~~to ~~2024,~~FINRA weor ~~repurchased~~under ~~520,141~~the ~~Common~~Employee ~~Shares~~Retirement ~~for~~Income anSecurity ~~aggregate~~Act ofwith ~~$3.1~~respect ~~million~~to ontheir ~~February 16,~~respective ~~2024~~requirements.

~~SRP~~The Internal Revenue Service and the Department of Labor do not provide any guidance on the methodology an issuer must use to determine its estimated NAV per share. FINRA guidance provides that NAV valuations be derived from a methodology that conforms to standard industry practice.

~~Our~~As with ~~share~~any ~~repurchase~~valuation ~~program~~methodology, ~~(the~~our ~~“SRP”)~~methodology is based upon a number of estimates and assumptions that may ~~provide~~not ~~eligible~~be ~~stockholders~~accurate or complete. Different parties with ~~limited~~different assumptions and estimates could derive different estimated NAVs and resulting NAVs per share, ~~interim~~and ~~liquidity~~these differences could be significant. The estimated NAV per Share is not audited and does not represent the fair value of our assets less our liabilities in accordance GAAP, nor do they represent an actual liquidation value of our assets and liabilities or the amount shares of our common stock would trade at on a national securities exchange. Our estimated NAV per Share is based on the estimated value of our assets less the estimated value of our liabilities and other non-controlling interests divided by ~~enabling~~the ~~them~~number toof ~~sell~~our ~~Common~~diluted ~~Shares~~shares of ~~back~~common stock outstanding, all as of the date indicated. Our estimated NAV per Share does not reflect a discount for the fact we are externally managed, nor does it reflect a real estate portfolio premium/discount versus the sum of the individual property values. Our estimated NAV per Share does not take into account estimated disposition costs or fees or penalties, if any, that may apply upon the prepayment of certain of our debt obligations or the impact of restrictions on the assumption of certain debt. Our estimated NAV per Share will fluctuate over time as a result of, among other things, future acquisitions or dispositions of assets, developments related to usindividual assets and the management of those assets and changes in the real estate and capital markets. Different parties using different assumptions and estimates could derive different NAVs and resulting estimated NAVs per share, ~~subject~~and these differences could be significant. Markets for real estate and real estate-related investments can fluctuate and values are expected to ~~restrictions~~change in the future. Our Estimated Valuation Policy requires us to update our estimated NAV per Share value on an annual basis. Our Board of Directors will review and ~~applicable~~approve each ~~law~~estimate of NAV and resulting estimated NAV per Share.

~~On March 19, 2020, the Board of Directors amended the SRP to remove stockholder notice requirements and also approved the suspension of all redemptions.~~14

16Table of Contents

Effective May 10, 2021, the Board of Directors partially reopened the SRP to allow, subject to various conditions as set forth below, for redemptions submitted in connection with a stockholder’s death and hardship, respectively, and set the price for all such purchases to our current estimated NAV per Share, as determined by our Board of Directors and reported by us from time to time. Deaths that occurred subsequent to January 1, 2020 were eligible for consideration, subject to certain conditions. Beginning January 1, 2022, requests for redemptions in connection with a stockholder’s death must be submitted and received by us within one year of the stockholder’s date of death for consideration.Distributions

On the above noted date, the Board of Directors established that on an annual basis, we would not redeem in excess of 0.5% of the number of shares outstanding as of the end of the preceding year for either death or hardship redemptions, respectively. Additionally, redemption requests generally would be processed on a quarterly basis and would be subject to proration if either type of redemption requests exceeded the annual limitation.Common Shares

~~In connection with the~~On ~~approval~~March ~~of the Tender Offer~~22, ~~on November 13,~~ 2023, ~~the~~our Board of Directors ~~approved~~began ~~the~~declaring ~~suspension~~regular ofquarterly ~~the~~distributions ~~SRP~~on ~~effective November 20,~~our ~~2023.~~Common ~~Pursuant~~Shares toat the ~~terms~~pro rata equivalent of ~~the~~an ~~SRP,~~annual ~~while~~distribution ~~the~~of ~~SRP~~$0.30 isper ~~suspended~~share, ~~we will not accept any requests for redemption and any such requests and all pending requests will not be honored~~ or ~~retained,~~an ~~but~~annualized ~~will~~rate beof ~~returned~~3% toassuming ~~the requestor. As~~ a ~~result of~~stockholder’s ~~the~~purchase ~~termination~~price of ~~the~~$10.00 ~~Tender Offer on February 5, 2024, on March 18, 2024, the Board of Directors reinstated the SRP~~per share.

~~For~~ During the ~~year~~years ended December 31, 2024 and 2023, wedistributions ~~repurchased~~on ~~170,425~~our Common Shares atwere declared on a ~~weighted~~quarterly ~~average~~basis ~~price~~at ~~per~~$0.075 per share for each calendar quarter to stockholders of ~~$10.05.~~record ~~For~~at the ~~year~~close ~~ended~~of ~~December 31,~~business ~~2022,~~on wethe ~~repurchased~~last ~~158,885~~day ~~Common~~of ~~Shares~~the atcalendar aquarter. ~~weighted~~All ~~average~~distributions were ~~price~~paid ~~per~~on ~~share~~or about the 15th day of $8the month following the end of the calendar quarter.~~89.~~

~~Distributions~~Total distributions declared during the years ended December 31, 2024 and 2023 were $4.9 million and $5.1 million, respectively.

On March 21, 2025, the Board of Directors authorized and we declared a Common ~~Shares~~Share distribution of $0.075 per share for the calendar quarter ending March 31, 2025. The distribution is the pro rata equivalent of an annual distribution of $0.30 per share, or an annualized rate of 3% based on a share price of $10.00. The distribution will be paid on or about the 15th day of the month following the end of the calendar quarter to stockholders of record at the close of business on the last day of the calendar quarter.

~~There~~Future distributions ~~were~~declared, noif ~~distributions~~any, ~~declared~~will orbe ~~paid~~at the discretion of the Board of Directors based on their analysis of our ~~Common~~performance ~~Shares~~over the previous periods and expectations of performance for ~~any~~future periods. ~~during~~The ~~the~~Board ~~year~~of ~~ended~~Directors ~~December 31,~~will ~~2022.~~consider ~~However~~various onfactors ~~March 22~~in its determination, including ~~2023~~but not limited to, ~~our~~the ~~Board~~sources and availability of ~~Directors~~capital, ~~began~~revenues ~~declaring~~and ~~regular~~other ~~quarterly~~sources ~~distributions~~of onincome, operating and interest expenses and our ~~Common~~ability ~~Shares~~to atrefinance ~~the~~near-term ~~pro~~debt ~~rata~~as ~~equivalent~~well ofas anthe Internal Revenue Service’s annual distribution requirement that REITs distribute no less than 90% of $0their taxable income.30 ~~per~~We ~~share,~~cannot orassure anthat ~~annualized~~any ~~rate~~future ofdistributions 3%will ~~assuming~~be amade ~~purchase~~or ~~price~~that ofwe ~~$10.00~~will ~~per~~maintain any ~~share.~~particular ~~Total~~level of distributions ~~declared~~that ~~during~~we ~~the~~have ~~year~~previously ~~ended~~established ~~December 31,~~or ~~2023~~may ~~were $5~~establish.~~1 million.~~

OnSubordinated Profits March 18, 2024, the Board of Directors authorized and we declared a Common Share distribution of $0.075 per share for the quarterly period ending March 31, 2024. The distribution is the pro rata equivalent of an annual distribution of $0.30 per share, or an annualized rate of 3% based on a share price of $10.00. The distribution will be paid on or about the 15th day of the month following the quarter-end to stockholders of record at the close of business on the last day of the quarter end.Interests

~~Future~~In connection ~~distributions~~with ~~declared,~~our ~~if any~~Offerings, ~~will be at~~ the ~~discretion~~Sponsor ofand ~~the~~its ~~Board~~wholly ofowned ~~Directors~~subsidiary, ~~based~~LGH, oncontributed ~~their~~(i) ~~analysis~~cash of ~~our~~$12.9 ~~performance~~million ~~over~~and ~~the~~(ii) ~~previous~~equity interests ~~periods~~in ~~and~~the ~~expectations~~Brownmill ofJoint ~~performance~~Venture ~~for~~valued ~~future~~at ~~periods~~$4.8 ~~The~~million, ~~Board of Directors will consider various factors in its determination~~respectively, ~~including but not limited~~ to, the ~~sources~~Operating ~~and~~Partnership ~~availability~~in ofexchange ~~capital,~~for ~~revenues~~it ~~and~~issuing 177 ~~other~~Subordinated ~~sources~~Profits ofInterests ~~income,~~in ~~operating~~the ~~and~~Operating ~~interest~~Partnership ~~expenses and our ability~~ to ~~refinance near-term debt as well as~~ the ~~IRS’s~~Associate ~~annual~~General ~~distribution~~Partner ~~requirement~~at ~~that~~a ~~REITs~~cost ~~distribute no less than 90%~~ of ~~their~~$100,000 ~~taxable~~per ~~income.~~unit, Wewith an ~~cannot~~aggregate ~~assure~~value ~~that any future distributions will be made or that we will maintain any particular level~~ of ~~distributions~~$17.7 ~~that we have previously established or may establish~~million.

These Subordinated Profits Interests may entitle the Associate General Partner to a portion of any regular distributions that we make to our stockholders, but only after our stockholders have received a stated preferred return. However, there have been no distributions declared on the Subordinated Profits Interests for any periods after December 31, 2019. Any future distributions on the Subordinated Profits Interests will always be subordinated until stockholders receive a stated preferred return.

InThe Subordinated ~~connection~~Profits ~~with~~Interests ~~our~~may ~~Offerings,~~also entitle the ~~Sponsor~~Associate ~~and~~General ~~its~~Partner ~~wholly~~to ~~owned~~a ~~subsidiary,~~portion ~~LGH, contributed (i) cash~~ of ~~$12.9~~any ~~million~~liquidating ~~and~~distributions ~~(ii)~~made ~~equity~~by ~~interests in~~ the Operating ~~Brownmill~~Partnership. ~~Joint~~The ~~Venture~~value ~~valued~~of atsuch ~~$4.8~~distributions ~~million~~will todepend upon the ~~Operating~~net ~~Partnership~~proceeds inavailable ~~exchange~~ for itdistribution ~~issuing~~upon ~~177~~our ~~Subordinated~~liquidation and, ~~Profits~~therefore, ~~Interests~~cannot inbe determined at the ~~Operating~~present ~~Partnership~~time. Liquidating distributions to the Associate General Partner atwill always be subordinated until stockholders receive a ~~cost~~distribution ofequal ~~$100,000~~to ~~per~~their ~~unit,~~initial ~~with~~investment anplus ~~aggregate~~a ~~value~~stated ofpreferred ~~$17~~return.~~7 million.~~

17Tender Offers

~~These~~2024 Tender Subordinated Profits Interests may entitle the Associate General Partner to a portion of any regular distributions that we make to our stockholders, but only after our stockholders have received a stated preferred return. However, there have been no distributions declared on the Subordinated Profits Interests for any periods after December 31, 2019. Any future distributions on the Subordinated Profits Interests will always be subordinated until stockholders receive a stated preferred return.Offer

~~The~~We commenced ~~Subordinated~~a ~~Profits~~tender ~~Interests~~offer ~~may~~on ~~also~~April 24, ~~entitle~~2024, ~~the~~pursuant ~~Associate General Partner~~ to awhich ~~portion~~we ofoffered ~~any~~to ~~liquidating~~acquire ~~distributions~~up ~~made~~to 700,000 Common byShares ~~the~~at ~~Operating~~a purchase ~~Partnership.~~price ~~The value~~ of $6.00 per ~~such~~share, ~~distributions~~or ~~will~~$4.2 million ~~depend~~in ~~upon~~ the ~~net~~aggregate ~~proceeds~~(the ~~available~~“2024 ~~for~~Tender ~~distribution~~Offer”). ~~upon~~Pursuant to ~~our liquidation and, therefore, cannot be determined at~~ the ~~present~~terms ~~time.~~of ~~Liquidating distributions to~~ the ~~Associate~~2024 ~~General~~Tender ~~Partner~~Offer, ~~will~~which ~~always~~expired beon ~~subordinated~~June ~~until~~14, ~~stockholders~~2024, ~~receive~~we arepurchased 264,233 Common ~~distribution~~Shares ~~equal~~at toan aggregate ~~their~~cost ~~initial~~of ~~investment~~$1.6 million ~~plus~~on aJune ~~stated~~28, ~~preferred return~~2024.

~~Recent Sales of Unregistered Securities~~15

~~During~~Table ~~the~~of ~~period covered by this Annual Report, we did not sell any equity securities that were not registered under the Securities Act.~~Contents

~~ITEM~~2023 Tender ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:~~Offer

~~You~~We commenced ~~should~~a ~~read~~tender ~~the~~offer ~~following~~on ~~discussion~~November 28, ~~and~~2023, ~~analysis~~pursuant ~~together~~to ~~with our consolidated financial statements and notes thereto included in this Annual Report. The following information contains forward-looking statements,~~ which ~~are~~we ~~subject~~offered to ~~risks~~acquire ~~and~~up ~~uncertainties.~~to 860,000 Common ~~Should~~Shares ~~one~~at a orpurchase ~~more~~price of $6.00 per ~~these risks or uncertainties materialize~~share, ~~actual results may differ materially from those expressed~~ or ~~implied~~$5.2 million byin the ~~forward-looking~~aggregate ~~statements.~~(the ~~Please see~~ “~~Special~~2023 ~~Note~~Tender ~~Regarding Forward-Looking Statements~~Offer”). ~~before~~Pursuant to ~~Item~~the 1terms of ~~this~~the ~~Annual~~2023 ~~Report~~Tender ~~for~~Offer, awhich ~~description~~expired ofon ~~these~~February 5, ~~risks~~2024, ~~and~~we ~~uncertainties.~~repurchased 520,141 Common ~~Dollar~~Shares ~~amounts~~at ~~are~~an ~~presented~~aggregate cost inof ~~thousands,~~$3.1 million ~~except~~on ~~per share/unit data~~February 16, ~~RevPAR, ADR and where indicated in millions~~2024.

~~Overview~~SRP

~~Lightstone~~Our share ~~REIT~~repurchase IIprogram, ~~together with the Operating Partnership and its subsidiaries are collectively referred to~~ as ~~“the~~amended ~~Company”~~from ~~and~~time ~~the use of “we”, “our” or “us” or similar pronouns in this Annual Report refers~~ to ~~Lightstone~~time REIT II, its Operating Partnership or the Company as required in which such pronoun is used. Through our Operating Partnership, we own and operate commercial properties and make real estate-related investments. Since our inception, we have primarily acquired and operated commercial hospitality properties, principally consisting of limited service hotels all located in the United States (the “~~U.S.~~SRP”) Weby ~~evaluate~~our ~~all~~Board of ~~our~~Directors, ~~real~~may ~~estate~~provide ~~investments~~eligible asstockholders with ~~one~~limited, ~~operating~~interim ~~segment.~~liquidity Weby ~~currently~~enabling ~~intend~~them to ~~hold~~sell ~~our~~their ~~investments~~Common ~~until~~Shares ~~such~~back ~~time as we determine that a sale or other disposition appears~~ to beus, ~~advantageous~~subject to ~~achieve~~various ~~our~~restrictions ~~investment~~and ~~objectives or until it appears that the objectives will not be met~~applicable law.

AsOur SRP ofcurrently ~~December 31,~~provides ~~2023,~~for weredemption ~~(i)~~requests ~~majority~~to ~~owned~~be ~~and~~submitted ~~consolidated~~in ~~the~~connection ~~operating~~with ~~results~~either ~~and~~a ~~financial~~stockholder’s ~~condition~~death ofor 10hardship ~~limited~~and the ~~service~~price ~~hotels~~for ~~containing~~all asuch ~~total~~purchases ofhas ~~1,352~~been ~~rooms,~~set ~~(ii)~~at ~~held~~our anestimated ~~unconsolidated~~NAV ~~48.6%~~per ~~membership~~Share ~~interest~~as inof the ~~Brownmill~~date ~~Joint~~of ~~Venture,~~actual anredemption. ~~affiliated~~Our ~~entity~~estimated ~~that~~NAV ~~owns~~per Share ~~two~~is ~~retail~~determined ~~properties,~~by ~~and~~our ~~(iii)~~Board ~~held~~of anDirectors ~~unconsolidated~~and ~~50.0%~~reported ~~membership~~by ~~interest~~us infrom ~~the~~time ~~Hilton~~to ~~Garden~~time. ~~Inn~~Requests ~~Joint~~for ~~Venture,~~redemptions anin ~~affiliated~~connection ~~real~~with ~~estate~~a ~~entity~~stockholder’s death ~~that~~must ~~owns~~be submitted and ~~operates~~received ~~one~~by ~~hotel.~~us Wewithin ~~account~~one ~~for~~year ~~our~~of ~~membership interests in~~ the ~~Brownmill~~stockholder’s ~~Joint~~date ~~Venture~~of ~~and~~death ~~the~~to ~~Hilton~~be ~~Garden~~eligible ~~Inn~~for ~~Joint Venture under the equity method of accounting~~consideration.

~~The~~Additionally, our ~~Brownmill~~Board ~~Joint~~of ~~Venture~~Directors ~~owns~~has ~~Browntown~~established ~~Shopping~~that ~~Center,~~on ~~located~~an inannual ~~Old~~basis ~~Bridge,~~we ~~New~~will ~~Jersey,~~not ~~and~~redeem ~~Millburn~~in ~~Mall,~~excess ~~located~~of in0.5% ~~Vauxhaull,~~of ~~New~~the ~~Jersey.~~number ~~The~~of ~~Hilton~~Common ~~Garden~~Shares ~~Inn~~outstanding as ~~Joint~~of ~~Venture~~the ~~owns~~end of the ~~Hilton~~preceding ~~Garden~~year ~~Inn~~for –either ~~Long~~death ~~Island~~redemptions ~~City,~~or hardship redemptions. Eligible redemption requests are generally expected to be processed on a ~~183-room,~~quarterly ~~limited~~basis ~~service~~and ~~hotel~~will ~~located~~be insubject ~~the~~to ~~Long~~proration ~~Island~~if ~~City~~either ~~neighborhood~~type inof redemption requests exceeds the ~~Queens~~annual limitations ~~borough~~established ofby ~~New~~our ~~York~~Board ~~City~~of Directors. ~~Both~~Furthermore, ~~the~~our ~~Brownmill~~Board ~~Joint~~of ~~Venture~~Directors ~~and~~may, ~~the~~at ~~Hilton~~their ~~Garden~~sole ~~Inn~~discretion, ~~Joint~~amend ~~Venture~~or ~~are~~suspend the ~~between~~SRP usat ~~and~~any ~~related~~time ~~parties~~without any notice to stockholders.

In connection with the approval of the 2023 Tender Offer, on November 13, 2023, the Board of Directors approved the suspension of the SRP effective November 20, 2023. Subsequent to the termination of the 2023 Tender Offer on February 5, 2024, the Board of Directors reinstated the SRP on March 18, 2024.

AsIn connection ofwith ~~December 31,~~the ~~2023,~~approval ~~five~~ of ~~our consolidated limited service hotels are held in~~ the ~~Hotel~~2024 ~~Joint~~Tender ~~Venture~~Offer, aon ~~joint~~April ~~venture~~17, ~~formed between us and Lightstone REIT I~~2024, athe ~~related~~Board ~~party~~of ~~REIT~~Directors ~~sponsored~~approved by the ~~Sponsor.~~suspension Weof ~~and~~the ~~Lightstone~~SRP ~~REIT~~effective April I17, ~~have 97~~2024.5% ~~and~~Subsequent ~~2.5%~~to ~~membership~~the ~~interests~~termination inof the ~~Hotel~~2024 ~~Joint~~Tender ~~Venture,~~Offer ~~respectively.~~on ~~Additionally,~~June ~~as of December 31~~14, ~~2023~~2024, ~~one~~the ofBoard ~~our consolidated hotels also has ownership interests held by unrelated minority owners. The membership interests~~ of ~~Lightstone~~Directors ~~REIT~~reinstated ~~I and~~ the ~~unrelated~~SRP ~~minority~~on August ~~owners~~9, ~~are accounted for as noncontrolling interests~~2024.

~~We have no employees. We are dependent on~~ For the ~~Advisor~~year ~~and~~ended ~~certain~~December ~~affiliates of our Sponsor for preforming a full range of services that are essential to us~~31, ~~including asset management~~2024, ~~property~~we ~~management~~repurchased ~~(excluding our hospitality properties~~108,287 ~~each~~Common ofShares ~~which~~at ~~are~~a ~~managed~~weighted byaverage anprice ~~unrelated~~per ~~third~~share ~~party~~of ~~property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities; such as tax, accounting, legal information technology and investor relations~~$9.84. IfFor the ~~Advisor~~year ~~and~~ended December ~~certain~~31, ~~affiliates of our Sponsor are unable to provide these services to us~~2023, we ~~would~~repurchased be170,425 ~~required~~Common toShares ~~provide~~at ~~the~~a ~~services~~weighted ~~ourselves~~average orprice ~~obtain~~per ~~the~~share ~~services~~of ~~from other parties~~$10.05.

ToRecent Sales ~~maintain~~of ~~our~~Unregistered qualification as a REIT, we engage in certain activities through a TRS, including when we acquire a hotel we usually establish a new TRS and enter into an operating lease agreement for the hotel. As such, we are subject to U.S. federal and state income taxes and franchise taxes from these activities.Securities

~~Investment~~During the ~~Strategy~~period ~~and~~covered ~~Policies~~by this Annual Report on Form 10-K (the “Annual Report”), we did not sell any equity securities that were not registered under the Securities Act.

We have and expect to continue to invest in commercial properties (such as full service hotels, limited service hotels, and extended stay hotels) and retail properties, as well as various other real estate-related investments principally located in the UITEM 6.S. Our acquisitions may include both portfolios and individual properties. Full service hotels generally provide a full complement of guest amenities including restaurants, concierge and room service, porter service or valet parking. Limited service hotels typically do not include these amenities. Extended stay hotels offer upscale, high-quality, residential style lodging with a comprehensive package of guest services and amenities for extended-stay business and leisure travelers. We have no limitation as to the brand of franchise or license with which our hotels may be associated. We generally intend to hold each of our real estate properties until its investment objectives are met or it is likely they will not be met.[RESERVED]

Even though we have primarily invested in hotels, we have and may continue to purchase other types of real estate. Assets other than hotels may include, without limitation, office buildings, shopping centers, business and industrial parks, manufacturing facilities, single-tenant properties, multifamily properties, student housing properties, warehouses and distribution facilities and medical/life sciences office properties. We expect to continue to invest mainly in direct real estate investments and other equity interests; however, we may also invest in debt interests, which may include bridge or mezzanine loans, including in furtherance of a loan-to-own strategy. We have not established any limits on the percentage of our portfolio that may be comprised of various categories of assets which present differing levels of risk.16

WeTable ~~have and expect to continue to enter into joint ventures, tenant-in-common investments or other co-ownership arrangements for the acquisition, development or improvement~~ of ~~properties with third parties or certain affiliates of our Sponsor, including its other sponsored REITs and real estate limited partnerships sponsored by affiliates of our Sponsor.~~Contents

~~Concentration~~7. MANAGEMENT’S ofDISCUSSION ~~Credit~~AND ~~Risk~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:

AsYou should ofread ~~December 31,~~the ~~2023~~following discussion and ~~2022,~~analysis wetogether ~~had~~with ~~cash~~our ~~deposited~~consolidated infinancial ~~certain~~statements ~~financial~~and ~~institutions~~notes inthereto ~~excess~~included ofin Uthis Annual Report.S. ~~federally~~The ~~insured~~following ~~levels~~information contains forward-looking statements, which are subject to risks and uncertainties. WeShould ~~regularly~~one or ~~monitor~~more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the ~~financial~~forward-looking statements. ~~stability~~Please see “Special Note Regarding Forward-Looking Statements” before Item 1 of ~~these~~this ~~financial~~Annual ~~institutions~~Report for a description of these risks and ~~believe~~uncertainties. ~~that~~Dollar weamounts are ~~not~~presented ~~exposed~~in tothousands, ~~any~~except ~~significant~~per ~~credit~~share/unit ~~risk~~data, inRevPAR, ~~cash~~ADR and where ~~cash~~indicated ~~equivalents~~in ~~or restricted cash~~millions.

19Overview

~~Current~~Lightstone REIT ~~Environment~~II, together with the Operating Partnership and its subsidiaries are collectively referred to as “the Company” and the use of “we”, “our” or “us” or similar pronouns in this Annual Report refers to Lightstone REIT II, its Operating Partnership or the Company as required in which such pronoun is used. Through our Operating Partnership, we own and operate commercial properties and make real estate-related investments. Since our inception, we have primarily acquired and operated commercial hospitality properties, principally consisting of limited-service hotels all located in the United States (the “U.S.”). We evaluate all of our real estate investments as one operating segment. We currently intend to hold our investments until such time as we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives or until it appears that the objectives will not be met.

~~Our~~As of ~~operating~~December ~~results~~31, ~~and~~2024, ~~financial~~we ~~condition~~(i) ~~are~~majority ~~substantially~~owned ~~impacted~~and byconsolidated the ~~overall~~operating ~~health~~results ~~of local, U.S. national~~ and ~~global~~financial ~~economies~~condition ~~and~~of ~~may~~10 belimited ~~influenced~~service byhotels containing ~~market~~a ~~and~~total ~~other~~of ~~challenges.~~1,352 ~~Additionally~~rooms, ~~our~~(ii) ~~business~~held ~~and~~an ~~financial~~unconsolidated ~~performance~~48.6% ~~may~~membership beinterest ~~adversely~~in ~~affected~~the byBrownmill ~~current~~Joint ~~and~~Venture, ~~future~~an ~~economic~~affiliated entity ~~and~~that ~~other~~owns ~~conditions;~~two ~~including~~retail properties, ~~but~~and ~~not~~(iii) ~~limited~~held ~~to,~~an ~~availability~~unconsolidated or50% ~~terms~~membership ofinterest ~~financings,~~in ~~financial~~the ~~markets~~Hilton ~~volatility~~Garden ~~and~~Inn ~~banking~~Joint ~~failures~~Venture, an ~~political~~affiliated ~~upheaval~~real orestate ~~uncertainty,~~entity ~~natural~~that owns and ~~man-made~~operates ~~disasters,~~one ~~terrorism~~limited-service ~~and~~hotel. ~~acts~~We ofaccount ~~war,~~for ~~unfavorable~~our ~~changes~~membership interests in ~~laws~~the ~~and~~Brownmill Joint ~~regulations,~~Venture ~~outbreaks~~and ofthe ~~contagious~~Hilton ~~diseases,~~Garden ~~cybercrime,~~Inn ~~loss~~Joint ofVenture ~~key~~under ~~relationships,~~the ~~inflation~~equity ~~and~~method ~~recession~~of accounting.

~~Our~~The Brownmill ~~overall~~Joint ~~performance~~Venture ~~depends~~owns inBrowntown ~~part~~Shopping onCenter, ~~worldwide~~located ~~economic~~in ~~and~~Old ~~geopolitical~~Bridge, ~~conditions~~New Jersey, and ~~their~~Millburn ~~impacts~~Mall, onlocated ~~consumer~~in ~~behavior~~Vauxhaull, New Jersey. ~~Worsening~~The ~~economic~~Hilton ~~conditions,~~Garden ~~increases~~Inn inJoint ~~costs~~Venture ~~due~~owns tothe ~~inflation,~~Hilton ~~higher~~Garden ~~interest~~Inn ~~rates~~– Long Island City, ~~certain~~a ~~labor~~183-room, ~~and~~limited-service ~~supply~~hotel ~~chain~~located in ~~challenges~~the ~~and~~Long ~~other~~Island ~~changes~~City neighborhood in ~~economic~~the ~~conditions~~Queens ~~may~~borough ~~adversely~~of ~~affect~~New ~~our~~York ~~results~~City. ofBoth ~~operations~~the Brownmill Joint Venture and ~~financial~~the ~~performance~~Hilton Garden Inn Joint Venture are between us and related parties.

WeAs of ~~are~~December ~~not~~31, ~~currently~~2024, ~~aware~~five of ~~any~~our ~~other~~consolidated ~~material~~limited-service ~~trends~~hotels orare ~~uncertainties,~~held ~~favorable~~in orthe ~~unfavorable,~~Hotel ~~that~~Joint ~~may~~Venture, bea ~~reasonably~~joint ~~anticipated~~venture toformed ~~have~~between us aand ~~material~~Lightstone ~~impact~~REIT onI, ~~either~~a ~~capital~~related ~~resources~~party orREIT ~~the~~which ~~revenues~~is orsponsored ~~income~~by tothe beSponsor. ~~derived~~We ~~from~~and ~~our~~Lightstone ~~operations,~~REIT ~~other~~I ~~than~~have ~~those~~97.5% ~~referred~~and to2.5% ~~above~~membership interests orin ~~throughout~~the ~~this~~Hotel ~~Annual~~Joint ~~Report~~Venture, respectively. ~~The~~Additionally, ~~preparation~~as of ~~financial~~December ~~statements~~31, in2024, ~~conformity~~one ~~GAAP~~of ~~requires~~ our ~~management~~consolidated tolimited-service ~~make~~hotels also ~~estimates~~has ~~and~~ownership ~~assumptions~~interests ~~that~~held ~~affect~~by ~~the~~unrelated ~~reported~~minority ~~amounts~~owners. ofThe ~~assets~~membership ~~and~~interests ~~liabilities, the disclosure~~ of ~~contingent~~Lightstone ~~assets~~REIT ~~and~~I ~~liabilities~~ and the ~~reported~~unrelated ~~amounts~~minority owners ofare ~~revenues~~accounted ~~and~~for ~~expenses~~as ~~during~~noncontrolling ainterests ~~reporting~~in ~~period~~our consolidated financial statements.

~~Critical~~We have ~~Accounting~~no ~~Estimates~~employees. We are dependent on the Advisor and ~~Policies~~certain affiliates of our Sponsor for performing a full range of services that are essential to us, including asset management, property management (excluding our hospitality properties, each of which are managed by an unrelated third-party property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities; such as tax, accounting, legal, information technology and investor relations services. If the Advisor and certain affiliates of our Sponsor are unable to provide these services to us, we would be required to provide the services ourselves or obtain the services from other parties.

~~General~~To maintain our qualification as a REIT, we engage in certain activities through a taxable REIT subsidiary (“TRS”), including when we acquire a hotel, we usually establish a new TRS and enter into an operating lease agreement for the hotel. As such, we are subject to U.S. federal and state income taxes and franchise taxes from these activities.

Our consolidated financial statements included in this Annual Report include our accounts and the Operating Partnership (over which we exercise financial and operating control). All inter-company balances and transactions have been eliminated in consolidation.17

~~The~~Table ~~discussion and analysis~~ of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments about the effects of matters or future events that are inherently uncertain. These estimates and judgments may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.Contents

OnInvestment Strategy ~~an ongoing basis, we evaluate our estimates, including contingencies~~ and litigation. We base these estimates on historical experience and on various other assumptions that we believe to be reasonable in the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.Policies

ToWe have ~~assist~~and expect to continue to invest in ~~understanding~~commercial ~~our~~properties ~~results~~(such ofas ~~operations~~full-service hotels, limited-service hotels, and ~~financial~~extended ~~position~~stay hotels) and retail properties, weas ~~have~~well ~~identified~~as ~~our~~various ~~critical~~other ~~accounting~~real ~~policies~~estate-related ~~and~~investments ~~discussed~~principally ~~them~~located ~~below~~in the U.S. ~~These~~Our ~~accounting~~acquisitions may ~~policies~~include ~~are~~both ~~most~~portfolios ~~important~~and toindividual ~~the~~properties. ~~portrayal~~Full-service hotels generally provide a full complement of ~~our~~guest ~~results~~amenities including restaurants, concierge and ~~financial~~room ~~position~~service, ~~either~~porter ~~because~~service or valet parking. Limited-service hotels typically do not include these amenities. Extended stay hotels offer upscale, high-quality, residential style lodging with a comprehensive package of guest services and amenities for extended-stay business and leisure travelers. We have no limitation as to the ~~significance~~brand of ~~the~~franchise ~~financial~~or ~~statement~~license ~~items~~with which our hotels may be associated. We generally intend to ~~which~~hold ~~they~~each ~~relate~~of orour ~~because~~real ~~they~~estate ~~require~~properties ~~management’s~~until ~~most~~its ~~difficult,~~investment ~~subjective~~objectives are met or ~~complex~~it ~~judgments~~is likely they will not be met.

~~Investments~~Even though we have primarily invested in ~~Real~~hotels, ~~Estate~~we have and may continue to purchase other types of real estate. Assets other than hotels may include, without limitation, office buildings, shopping centers, business and industrial parks, manufacturing facilities, single-tenant properties, multifamily residential properties, student housing properties, warehouses and distribution facilities and medical/life sciences office properties. We expect to continue to invest mainly in direct real estate investments and other equity interests; however, we may also invest in debt interests, which may include bridge or mezzanine loans, including in furtherance of a loan-to-own strategy. We have not established any limits on the percentage of our portfolio that may be comprised of various categories of assets which present differing levels of risk.

~~Carrying~~We have ~~Value~~and expect to continue to enter into joint ventures, tenant-in-common investments or other co-ownership arrangements for the acquisition, development or improvement of ~~Assets~~properties with third parties or certain affiliates of our Sponsor, including its other sponsored REITs and real estate limited partnerships sponsored by affiliates of our Sponsor.

~~The amounts to be capitalized as a result~~ Concentration of ~~periodic~~Credit ~~improvements~~Risk and additions to real estate property, when applicable, and the periods over which the assets will be depreciated or amortized, are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets. Differences in the amount attributed to the assets may be significant based upon the assumptions made in calculating these estimates.

20As of December 31, 2024 and 2023, we had cash deposited in certain financial institutions in excess of U.S. federally insured levels. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents or restricted cash.

~~Impairment Evaluation~~Current Environment

~~We evaluate our investments~~Our inoperating ~~real~~results ~~estate~~and ~~assets~~financial ~~for~~condition ~~potential~~are ~~impairment~~substantially ~~whenever~~impacted ~~events~~by ~~or changes in circumstances indicate that~~ the ~~undiscounted~~overall ~~projected cash~~health ~~flows~~of ~~are~~local, ~~less than the carrying amount for a particular property~~U.S. Wenational ~~evaluate~~and ~~the~~global ~~recoverability~~economies and ofmay ~~our~~be ~~investments~~influenced inby ~~real estate~~market ~~assets~~and atother ~~the~~challenges. ~~lowest identifiable level~~Additionally, ~~which~~our isbusiness ~~primarily~~and atfinancial ~~the~~performance ~~individual~~may ~~property~~be ~~level.~~adversely ~~No single indicator would~~affected ~~necessarily~~by ~~result~~current inand ~~us preparing an estimate to determine if an individual property’s~~ future ~~undiscounted~~economic ~~cash~~and ~~flows~~other ~~are less~~conditions; ~~than~~including, ~~its~~but ~~carrying~~not ~~value.~~limited ~~We use judgment~~ to ~~determine if the severity of any single indicator~~, availability or ~~the~~terms ~~fact that there are a number~~ of ~~indicators of less severity that when combined~~financings, ~~would~~financial ~~result in an indication that a property requires an estimate of the~~markets ~~undiscounted~~volatility ~~cash flows to determine if an impairment has occurred. Relevant facts~~ and ~~circumstances~~banking ~~include~~failures, ~~among~~political ~~others, significant~~upheaval ~~underperformance relative to historical~~ or ~~projected~~uncertainty, ~~future~~natural ~~operating results~~ and ~~significant~~man-made ~~negative industry~~disasters, ~~geographic~~ orterrorism ~~economic trends. The undiscounted projected cash flows used for the impairment analysis are subjective~~ and ~~require~~acts ~~us to use our judgment and the determination~~ of ~~estimated~~war, ~~fair~~unfavorable changes ~~value~~in ~~are~~laws, ~~based~~ordinances ~~on our plans for the respective assets~~ and ~~our~~regulations, ~~views~~outbreaks of ~~market~~ ~~and~~contagious ~~economic~~diseases, ~~conditions. The estimates consider matters such as future operating income~~cybercrime, ~~market~~technological ~~and~~advances ~~other applicable trends~~ and ~~residual value~~challenges, such as ~~well~~the asuse ~~the~~and ~~effects~~impact of ~~demand,~~artificial ~~competition,~~intelligence and ~~recent~~machine ~~sales~~learning, ~~data for comparable properties. An impairment~~ loss ~~is recognized only if the carrying amount~~ of akey ~~property~~relationships, isinflation ~~not recoverable~~ and ~~exceeds its fair value~~recession.

~~Depreciation~~Our overall performance depends in part on worldwide economic and ~~Amortization~~geopolitical conditions and their impacts on consumer behavior. Worsening economic conditions, increases in costs due to inflation, higher interest rates, labor and supply chain challenges and other changes in economic conditions could adversely affect our future results from operations and our financial condition.

~~Depreciation~~We are ~~expense~~not iscurrently ~~computed~~aware ~~based~~of onany ~~the~~other ~~straight-line~~material ~~method~~trends ~~over~~or ~~the~~uncertainties, ~~estimated~~favorable ~~useful~~or ~~life~~unfavorable, ofthat ~~the~~may ~~applicable~~be ~~real~~reasonably ~~estate~~anticipated ~~asset.~~to have Wea ~~generally~~material ~~use~~impact ~~estimated~~on ~~useful~~either ~~lives~~capital ofresources upor tothe 39revenues ~~years~~or ~~for~~income ~~buildings and improvements and 5~~ to 10be ~~years~~derived ~~for~~from ~~furniture~~our ~~and~~operations, ~~fixtures.~~other ~~Maintenance~~than ~~and~~those ~~repairs~~referred to ~~are~~above ~~charged~~or tothroughout ~~expense~~this asAnnual ~~incurred~~Report.

~~Investments in Unconsolidated Entities.~~18

WeTable ~~evaluate all investments in other entities for consolidation. We consider our percentage interest in the joint venture, evaluation~~ of control and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under the equity method of accounting.Contents

IfCritical Accounting anEstimates ~~investment qualifies for the equity method of accounting, our investment is recorded initially at cost,~~ and subsequently adjusted for equity earnings and cash contributions and distributions. The earnings of an unconsolidated investment are allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of our investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as earnings from investments in unconsolidated entities.Policies

We review investments in unconsolidated entities for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. An investment in unconsolidated entities is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including the performance of that entity and market conditions. If we determine that a decline in the value of a partially owned entity is other than temporary, we record an impairment charge.General

~~Treatment~~Our consolidated offinancial ~~Management~~statements ~~Compensation,~~included ~~Expense~~in ~~Reimbursements~~this Annual Report include our accounts and the Operating Partnership ~~Participation~~(over ~~Interest~~which we exercise financial and operating control). All inter-company balances and transactions have been eliminated in consolidation.

~~Management~~The discussion ~~of our operations is outsourced to our Advisor~~ and ~~certain~~analysis ~~affiliates~~ of our ~~Sponsor.~~financial ~~Fees~~condition ~~related~~and toresults ~~each~~ of ~~these~~operations ~~services~~is ~~are accounted for~~ based onupon ~~the~~our ~~nature~~consolidated offinancial ~~such~~statements, ~~service~~which have ~~and~~been ~~the~~prepared ~~relevant~~in ~~accounting~~accordance ~~literature. Such fees include acquisition fees associated~~ with ~~the~~generally ~~purchase~~accepted ofaccounting ~~interests~~principles in ~~real~~the ~~estate~~U.S. ~~entities;~~(“GAAP”). ~~asset~~The ~~management~~preparation ~~fees~~of ~~paid to~~ our financial ~~Advisor~~statements ~~and~~requires ~~property~~us ~~management fees paid~~ to ~~affiliates~~make ofestimates ~~our~~and ~~Sponsor,~~judgments ~~which~~about ~~manages~~the ~~certain~~effects of ~~our~~matters ~~properties,~~ or tofuture ~~other~~events ~~unaffiliated~~that ~~third-party~~are ~~property~~inherently ~~managers,~~uncertain. These ~~principally~~estimates ~~for~~and ~~the~~judgments ~~management~~may ofaffect ~~our~~the ~~hospitality~~reported ~~properties.~~amounts ~~These~~of ~~fees~~assets, ~~are~~liabilities, ~~expensed~~revenues orand ~~capitalized~~expenses, toand ~~the~~related ~~basis~~disclosure of contingent ~~acquired~~ assets, asand ~~appropriate~~liabilities.

21On an ongoing basis, we evaluate our estimates, including contingencies and litigation. We base these estimates on historical experience and on various other assumptions that we believe to be reasonable in the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Our~~To assist ~~Advisor~~in ~~and~~understanding ~~certain~~our ~~affiliates~~results of ~~our~~operations ~~Sponsor~~and ~~also~~financial ~~perform~~position, ~~fee-based~~we ~~construction~~have ~~management~~identified ~~services for both~~ our ~~development~~critical ~~and~~accounting ~~redevelopment~~policies ~~activities~~ and ~~tenant~~discussed them ~~construction projects~~below. These ~~fees~~accounting policies are ~~considered~~most ~~incremental~~important to the ~~construction~~portrayal ~~effort~~of ~~and~~our ~~are~~results ~~capitalized~~and tofinancial ~~the~~position, ~~associated~~either ~~real~~because ~~estate project as incurred. Costs incurred for tenant construction are depreciated over the shorter~~ of ~~their useful life or~~ the significance ~~term~~ of the ~~related~~financial ~~lease.~~statement ~~Costs~~items ~~related~~ to ~~development~~which ~~and~~they ~~redevelopment~~relate ~~activities~~or ~~are~~because ~~depreciated~~they ~~over~~require ~~the~~management’s ~~estimated~~most ~~useful~~difficult, ~~life~~subjective ofor complex ~~the associated project~~judgments.

~~Leasing~~Investments in ~~activity~~Real ~~at certain of our properties is outsourced to certain affiliates of our Sponsor. Any corresponding leasing fees we pay are capitalized and amortized over the life of the related lease.~~Estate

~~Expense reimbursements made to both our Advisor and certain affiliates of our Sponsor are expensed or capitalized to the basis of acquired assets, as appropriate.~~Impairment Evaluation

~~Tax~~We evaluate ~~Status~~our investments in real estate assets for potential impairment whenever events or changes in circumstances indicate that the undiscounted projected cash flows are less than the carrying amount for a particular property. We evaluate the recoverability of our investments in real estate assets at the lowest identifiable level, which is primarily at the individual property level. No single indicator would necessarily result in us preparing an estimate to determine if an individual property’s future undiscounted cash flows are less than its carrying value. We use judgment to determine if the severity of any single indicator, or the fact that there are a number of indicators of less severity that when combined, would result in an indication that a property requires an estimate of the undiscounted cash flows to determine if an impairment has occurred. Relevant facts and ~~Income~~circumstances ~~Taxes~~include, among others, significant underperformance relative to historical or projected future operating results and significant negative industry, geographic or economic trends. The undiscounted projected cash flows used for the impairment analysis are subjective and require us to use our judgment and the determination of estimated fair value is based on our plans for the respective assets and our views of market and economic conditions. The estimates consider matters such as future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition, and recent sales data for comparable properties. An impairment loss is recognized only if the carrying amount of a property is not recoverable and exceeds its fair value.

We elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2009. As a REIT, we generally will not be subject to U.S. federal income tax on our net taxable income that we distribute currently to our stockholders. To maintain our REIT qualification under the Internal Revenue Code of 1986, as amended, or the Code, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP, determined without regard to the deduction for dividends paid and excluding any net capital gain. If we fail to remain qualified for taxation as a REIT in any subsequent year and do not qualify for certain statutory relief provisions, our income for that year will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify as a REIT. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. Additionally, even if we continue to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some U.S. federal, state and local taxes on our income and property and to U.S. federal income taxes and excise taxes on our undistributed income, if any.19

ToTable ~~maintain~~of our qualification as a REIT, we engage in certain activities through a TRS, including when we acquire a hotel we usually establish a new TRS and enter into an operating lease agreement for the hotel. As such, we are subject to U.S. federal and state income taxes and franchise taxes from these activities.Contents

AsInvestments in ofUnconsolidated ~~December 31, 2023 and 2022, we had no material uncertain income tax positions.~~Entities

~~Results~~We evaluate all investments in other entities for consolidation. We consider our percentage interest in the joint venture, evaluation of control ~~Operations~~and whether a variable interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under the equity method of accounting.

~~Disposition~~If an ~~Activities~~investment qualifies for the equity method of accounting, our investment is recorded initially at cost, and subsequently adjusted for equity earnings and cash contributions and distributions. The earnings of an unconsolidated investment are allocated to its investors in accordance with the provisions of the operating agreement of the entity. The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of our investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the consolidated statements of operations as earnings from investments in unconsolidated entities.

~~Florida~~We review ~~Hotels~~investments in unconsolidated entities for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. An investment in unconsolidated entities is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including the performance of that entity and market conditions. If we determine that a decline in the value of a partially owned entity is other than temporary, we record an impairment charge.

~~On July 18, 2023 and July 21, 2023, we, through majority owned and consolidated subsidiaries (collectively, the “Sellers”), completed the sales~~ Treatment of ~~(i)~~Management ~~a 126-room limited service hotel located in Miami~~Compensation, ~~Florida~~Expense ~~(the~~Reimbursements ~~“Hampton Inn - Miami”)~~ and ~~(ii)~~Operating aPartnership ~~104-room~~Participation limited service hotel located in Fort Lauderdale, Florida (the “Hampton Inn & Suites - Fort Lauderdale” and collectively, the “Florida Hotels”) to unaffiliated third parties for an aggregate contractual sales prices of $28.0 million. In connection with the sale of the Florida Hotels, we recognized a gain on the sale of investment property of $0.1 million during the third quarter of 2023. Previously, during the second quarter of 2023, we recorded a non-cash impairment charge of $5.0 million on the consolidated statements of operations to reduce the carrying value of the Florida Hotels to their fair value less the estimated costs to sell.Interest

22Management of our operations is outsourced to our Advisor and certain affiliates of our Sponsor. Fees related to each of these services are accounted for based on the nature of such service and the relevant accounting literature. Such fees include acquisition fees associated with the purchase of interests in real estate entities; asset management fees paid to our Advisor and property management fees paid to affiliates of our Sponsor, which manages certain of our properties, or to other unaffiliated third-party property managers, principally for the management of our hospitality properties. These fees are expensed or capitalized to the basis of acquired assets, as appropriate.

~~Courtyard~~Our Advisor –and ~~Paso~~certain ~~Robles~~affiliates of our Sponsor also perform fee-based construction management services for both our development and redevelopment activities and tenant construction projects. These fees are considered incremental to the construction effort and are capitalized to the associated real estate project as incurred. Costs incurred for tenant construction are depreciated over the shorter of their useful life or the term of the related lease. Costs related to development and redevelopment activities are depreciated over the estimated useful life of the associated project.

OnLeasing activity ~~March 22,~~at ~~2022,~~certain ~~we completed the disposition~~ of aour ~~130-room~~properties ~~limited~~is ~~service~~outsourced ~~hotel located in Paso Robles, California (the “Courtyard – Paso Robles”)~~ to ancertain ~~unaffiliated~~affiliates ~~third party for a contractual sales price~~ of ~~$32.3~~our ~~million~~Sponsor. InAny ~~connection~~corresponding ~~with~~leasing ~~the~~fees ~~disposition of the Courtyard – Paso Robles,~~ we ~~recognized~~pay aare ~~gain~~capitalized and onamortized over the ~~sale~~life of ~~investment property of $7.7 million during~~ the ~~first~~related ~~quarter of 2022~~lease.

~~TownePlace~~Expense reimbursements ~~Suites~~made –to ~~Little~~both ~~Rock~~our Advisor and certain affiliates of our Sponsor are expensed or capitalized to the basis of acquired assets, as appropriate.

On July 14, 2022, we completed the disposition of a 92-room limited service hotel located in Little Rock, Arkansas (the “TownePlace Suites - Little Rock”) to an unaffiliated third party for a contractual sales price of $5.9 million. In connection with the disposition of the TownePlace Suites - Little Rock, we recognized a gain on the sale of investment property of $0.8 million during the third quarter of 2022.20

~~The~~Table ~~dispositions~~ of the Florida Hotels, the Courtyard – Paso Robles and the TownePlace Suites - Little Rock (collectively, the “Dispositions”) did not qualify to be reported as discontinued operations since they did not represent a strategic shift that had a major effect on our operations and financial results. Accordingly, the operating results of the Dispositions are reflected in our results from continuing operations for all periods presented through their respective dates of disposition.Contents

~~Properties~~Tax Status ~~owned~~and byIncome ~~us during the entire periods presented are referred to as our “Same Store” properties.~~Taxes

~~Comparison~~We elected ofto be taxed and qualify as a REIT commencing with the taxable year ended December 31, ~~2023~~2009. vsAs a REIT, we generally will not be subject to U.S. ~~December 31~~federal income tax on our net taxable income that we distribute currently to our stockholders. To maintain our REIT qualification under the Internal Revenue Code of 1986, ~~2022~~as amended, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If we fail to remain qualified for taxation as a REIT in any subsequent year and do not qualify for certain statutory relief provisions, our income for that year will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify as a REIT. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders, if any. Additionally, even if we continue to qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some U.S. federal, state and local taxes on our taxable income and property and to U.S. federal income taxes and excise taxes on our undistributed taxable income, if any.

~~Consolidated~~To maintain our qualification as a REIT, we engage in certain activities through a TRS, including when we acquire a hotel we usually establish a new TRS and enter into an operating lease agreement for the hotel. As such, we are subject to U.S. federal and state income taxes and franchise taxes from these activities.

Our income ~~consolidated~~tax ~~revenues,~~benefits ~~property~~and ~~operating~~ expenses, ~~real~~are ~~estate~~included ~~taxes,~~in ~~general~~other ~~and~~income, ~~administrative~~net ~~expense~~on ~~and~~our ~~depreciation~~consolidated ~~and~~statements ~~amortization~~of ~~for~~operations. During the years ended December 31, ~~2023~~2024 and ~~2022~~2023, ~~are~~we ~~attributable~~recorded tonet ~~our~~income ~~consolidated~~tax ~~hospitality~~expense ~~properties,~~of ~~including~~$0.1 ~~the~~million ~~Dispositions~~and ~~through~~$1.6 ~~their~~million, ~~respective dates of disposition~~respectively.

~~During~~As of ~~the year ended~~ December 31, ~~2023~~2024 ~~compared~~and ~~to same period in 2022~~2023, ~~our~~we ~~consolidated~~had ~~hospitality~~no ~~portfolio~~material ~~experienced~~uncertain ~~increases~~income intax ~~RevPAR to $94~~positions.~~23 from $87.08 and ADR to $138.30 from $127.83 while the percentage of rooms occupied remained unchanged at 68.1%.~~

~~Revenues~~Results of Operations

~~Revenues decreased by $1.7 million to $53.6 million during the year ended December 31,~~ 2023 Disposition ~~compared~~Activities to- ~~$55.3~~Florida million for the same period in 2022. Excluding the revenues attributable to the Dispositions, revenues increased by $3.9 million for our Same Store properties, as a result of the higher RevPAR and ADR during the 2023 period.Hotels

~~Property~~On ~~operating~~July 18, ~~expenses~~2023 and July 21, 2023, we, through majority owned and consolidated subsidiaries (collectively, the “Sellers”), completed the sales of (i) a 126-room limited-service hotel located in Miami, Florida (the “Hampton Inn - Miami”) and (ii) a 104-room limited service hotel located in Fort Lauderdale, Florida (the “Hampton Inn & Suites - Fort Lauderdale” and collectively, the “Florida Hotels”) to unaffiliated third parties for an aggregate contractual sales prices of $28.0 million. In connection with the sale of the Florida Hotels, we recognized a gain on the sale of investment property of $0.1 million during the year ended December 31, 2023. Previously, we recorded a non-cash impairment charge of $5.0 million during the second quarter of 2023 on the consolidated statements of operations to reduce the carrying value of the Florida Hotels to their fair value less the estimated costs to sell.

~~Property~~The dispositions ~~operating~~of ~~expenses decreased by $1.2 million to $38.0 million during~~ the ~~year~~Florida ~~ended~~Hotels ~~December 31,~~did ~~2023~~not ~~compared~~qualify to ~~$39.2~~be ~~million~~reported ~~for~~as ~~the~~discontinued ~~same~~operations ~~period~~since inthey ~~2022.~~did ~~Excluding~~not ~~the~~represent ~~property~~a ~~operating~~strategic shift ~~expenses~~that ~~attributable~~had toa ~~the~~major ~~Dispositions,~~effect on our ~~property~~operations ~~operating~~and ~~expenses~~financial ~~increased by $2~~results.8 ~~million for our Same Store properties. The increase reflects rising costs due to inflation leading to higher room~~Accordingly, ~~food~~the ~~and~~operating ~~beverage~~results ~~expenses~~ of ~~$1.3~~the ~~million,~~Florida ~~franchise~~Hotels ~~management~~are ~~fees~~reflected in ofour ~~$0.5~~results ~~million,~~from ~~payroll~~continuing ~~expenses~~operations offor ~~$0.4~~all ~~million~~periods ~~and~~presented ~~all~~through ~~other~~their ~~property~~respective ~~operating~~dates ~~expenses~~ of $0disposition.~~6 million.~~

23Properties owned by us during the entire periods presented are referred to as our “Same Store” properties.

~~Real~~Comparison of ~~estate~~the ~~taxes~~year ended December 31, 2024 vs. December 31, 2023

Real estate taxes decreased by $0.6 million to $2.3 million during the year ended December 31, 2023 compared to $2.9 million for the same period in 2022. Excluding the real estate taxes attributable to the Dispositions, our real estate taxes decreased by $0.4 million for our Same Store properties.Consolidated

~~General~~Our consolidated revenues, property operating expenses, real estate taxes, general and administrative costs and depreciation and amortization for the years ended December 31, 2024 and 2023 are attributable to our consolidated limited-service hotels, including the Florida Hotels through their respective dates of disposition.

General and administrative costs decreased by $0.7 million to $4.4 million during the year ended December 31, 2023 compared to $5.1 million for the same period in 2022. The decrease was principally attributable to a decrease in professional fees and asset management fees attributable to the Dispositions.21

~~Depreciation~~Table ~~and~~of ~~amortization~~Contents

~~Depreciation~~During the ~~and~~year ~~amortization~~ended ~~decreased~~December by31, ~~$1.2~~2024 ~~million~~compared to ~~$6.7~~same ~~million~~period ~~during~~in ~~the year ended December 31~~2023, ~~2023~~our ~~compared~~consolidated tolimited-service ~~$7.9~~hotel ~~million~~portfolio ~~for~~experienced ~~the~~an ~~same~~increase in ~~period~~ADR into ~~2022~~$141.08 ~~Excluding~~from ~~the~~$138.30 ~~depreciation~~ and ~~amortization~~a ~~attributable~~decrease toin ~~the~~RevPAR ~~Dispositions,~~to ~~our~~$92.82 ~~depreciation~~from ~~and~~$94.23 ~~amortization~~while ~~decreased~~the bypercentage ~~$0.2~~of ~~million~~rooms ~~for~~occupied ~~our~~declined ~~Same~~to ~~Store~~66% from ~~properties~~68%.

~~Impairment charge~~Revenues

~~During~~Revenues decreased by $4.8 million to $48.8 million during the year ended December 31, ~~2023,~~2024 wecompared ~~recognized~~to ~~an impairment charge of~~ $553.06 million ~~during~~for the ~~second~~same ~~quarter~~period toin ~~reduce~~2023. Excluding the ~~carrying~~revenues ~~value~~attributable ofto the Florida Hotels, torevenues ~~their~~increased ~~fair~~by ~~value~~$1.3 ~~less~~million for ~~estimated~~our ~~costs~~Same toStore ~~sell~~properties, as a result of the higher ADR, offset by lower RevPAR and occupancy during the 2024 period.

~~Interest~~Property operating ~~expense~~expenses

~~Interest~~Property operating ~~expense~~expenses ~~increased~~decreased by $3.08 million to $934.72 million during the year ended December 31, ~~2023~~2024 compared to $638.70 million for the same period in ~~2022~~2023. ~~Interest~~Excluding ~~expense~~the isproperty ~~primarily~~operating expenses attributable to the ~~mortgage~~Florida ~~financings~~Hotels, ~~associated with~~ our ~~hotels~~property ~~and~~operating ~~reflects~~expenses ~~higher~~increased by ~~market~~$0.6 ~~interest~~million ~~rates~~for on our ~~variable~~Same ~~rate~~Store ~~indebtedness~~properties. ~~during~~The ~~the~~increase ~~2023~~reflects ~~period~~rising ascosts ~~well~~due asto ~~changes~~inflation inleading ~~the~~to ~~weighted~~higher ~~average~~room ~~principal~~and ~~outstanding~~other ~~during the periods~~operating expenses.

~~Gain~~Real estate ~~on forgiveness of debt~~taxes

~~During~~Real estate ~~the~~taxes ~~year~~increased ~~ended~~slightly ~~December 31,~~by ~~2022,~~$0.1 ~~notice~~million ~~was~~to ~~received~~$2.4 ~~from~~million during the ~~U.S.~~year ~~Small~~ended ~~Business~~December ~~Administration~~31, ~~that~~2024 compared to $32.83 million offor the ~~our~~same ~~Paycheck~~period ~~Protection~~in ~~loans~~2023. ~~and~~Excluding ~~related~~the ~~accrued~~real ~~interest~~estate ~~had~~taxes ~~been~~attributable ~~legally~~to ~~forgiven~~the ~~and~~Florida ~~therefore~~Hotels, weour ~~recognized~~real aestate ~~gain~~taxes ondecreased ~~forgiveness~~by of$0.3 million ~~debt~~ for ~~that~~our ~~amount~~Same ~~during~~Store ~~the period~~properties.

~~Gain~~General and onadministrative ~~sale of investment property, net~~costs

~~During~~General and ~~the~~administrative ~~year~~costs ~~ended~~decreased ~~December 31,~~by ~~2023,~~$0.3 wemillion ~~recognized~~to a$4.1 ~~net~~million ~~gain~~during on the ~~sale~~year ofended ~~investment~~December ~~property~~31, of2024 compared to $04.4 million ~~consisting~~for the ofsame aperiod ~~gain~~in $02023.1 ~~million~~The ~~related~~decrease towas ~~the~~principally ~~sale~~attributable ofto ~~the~~a ~~Florida~~decrease ~~Hotels~~in ~~and~~professional afees ~~gain~~as ofwell ~~$0.3~~as ~~million~~asset ~~related~~management fees attributable to the ~~sale~~Florida ~~of a hospitality property in 2017~~Hotels.

During the year ended December 31, 2022, we recognized an aggregate gain on the sale of investment property of $8.5 million consisting of a first quarter gain of $7.7 million related to the sale of the Courtyard – Paso Robles on March 22, 2022 Depreciation and ~~a third quarter gain of $0.8 million related to the sale of the TownePlace Suites - Little Rock on July 14, 2022.~~amortization

24Depreciation and amortization decreased by $0.8 million to $5.8 million during the year ended December 31, 2024 compared to $6.7 million for the same period in 2023. Excluding the depreciation and amortization attributable to the Florida Hotels, our depreciation and amortization decreased by $0.2 million for our Same Store properties.

~~Income from investments in unconsolidated affiliated real estate entities~~Impairment charge

~~Our income from investments in unconsolidated affiliated real estate entities was $32 during~~ During the year ended December 31, 2023, ~~compared~~we torecognized ~~$3.4~~an ~~million~~impairment ~~for~~charge ~~the~~of ~~same period in 2022~~$5.0 ~~Our~~million ~~income~~during ~~from~~the ~~investments~~second inquarter ~~unconsolidated affiliated real estate entities are attributable~~ to ~~our~~reduce ~~ownership interests in~~ the ~~Hilton~~carrying value ~~Garden~~of ~~Inn Joint Venture and~~ the ~~Brownmill~~Florida ~~Joint~~Hotels ~~Venture,~~to ~~which~~their wefair ~~account~~value ~~for~~less ~~under~~estimated ~~the~~costs ~~equity~~to ~~method of accounting~~sell.

~~Noncontrolling interests~~Interest expense

~~The~~Interest expense ~~income~~decreased orby ~~loss~~$0.4 ~~allocated~~million to ~~noncontrolling~~$9.3 ~~interests~~million ~~relates~~during the year ended December 31, 2024 compared to $9.7 million for the ~~interest~~same period in ~~our~~2023. ~~Operating~~Interest ~~Partnership~~expense ~~held~~is byprimarily ~~our~~attributable ~~Advisor,~~to the ~~membership~~mortgage ~~interest~~financings ~~held~~associated bywith ~~Lightstone~~our ~~REIT~~limited-service Ihotels inand ~~the~~reflects lower ~~Hotel~~market ~~Joint~~interest ~~Venture,~~rates ~~and~~on ~~the~~our ~~ownership~~variable ~~interests~~rate ~~held~~indebtedness byduring ~~unrelated~~the ~~minority~~2024 ~~owners~~period as well as changes in ~~one~~the ofweighted ~~our~~average ~~hotels~~principal outstanding during the respective periods.

~~Financial Condition, Liquidity and Capital Resources~~22

~~Overview~~Table of Contents

~~As of December 31, 2023, we had $36.2 million of cash~~ Gain on hand, $4.5 million of restricted cash and $9.3 million of marketable securities. We currently believe that these items, along with revenues generated from our properties, interest and dividend income earned on our marketable securities, proceeds from the potential sale of ~~marketable~~investment ~~securities~~property, and potential distributions received from our investments in unconsolidated affiliated entities will be sufficient to satisfy our expected cash requirements for at least twelve months from the date of filing this Annual Report. Our expected cash requirements primarily consist of our anticipated operating expenses, scheduled debt service (excluding balloon payments due at maturity), capital expenditures (excluding non-recurring capital expenditures), contributions to our investments in unconsolidated affiliated entities, redemptions and cancellations of Common Shares, if approved, tender offers for our Common Shares and distributions, if any, required to maintain our status as a REIT for the foreseeable future. However, we may also obtain additional funds, if necessary, through additional selective asset dispositions, joint venture arrangements, new borrowings and refinancing of existing borrowings.net

AsDuring ofthe year ended December 31, 2023, we ~~had~~recognized a ~~mortgage~~gain ~~indebtedness~~on ~~totaling~~the ~~$101.8~~sale ~~million.~~of Weinvestment ~~have~~property ~~and~~of ~~intend~~$0.4 tomillion ~~continue~~consisting toof ~~limit~~a ~~our~~gain ~~aggregate~~of ~~long-term~~$0.1 ~~permanent~~million ~~borrowings~~related to ~~75% of~~ the ~~aggregate~~sale ~~fair market value~~ of ~~all~~the ~~properties~~Florida ~~unless~~Hotels and ~~any excess borrowing is approved by~~ a ~~majority~~gain of ~~our~~$0.3 ~~independent~~million ~~directors~~related ~~and is disclosed~~ to ~~our stockholders. Market conditions will dictate~~ the ~~overall~~sale ~~leverage limit; as such our aggregate long-term permanent borrowings may be less than 75%~~ of ~~aggregate~~one ~~fair market value~~ of ~~all~~our ~~properties. We may also incur short~~limited-~~term~~service ~~indebtedness,~~hotels ~~having~~in ~~a maturity of two years or less~~2017.

~~Our~~Income from ~~charter~~investments ~~provides that the aggregate amount of our borrowing, both secured and unsecured, may not exceed 300% of net assets~~ in ~~the~~unconsolidated ~~absence~~affiliated of a justification showing that a higher level is appropriate, the approval of our Board of Directors and disclosure to stockholders. Net assets means our total assets, other than intangibles, at cost before deducting depreciation or other non-cash reserves less our total liabilities, calculated at least quarterly on a basis consistently applied. Any excess in borrowing over such 300% of net assets level must be approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report to stockholders, along with justification for such excess. Market conditions will dictate our overall leverage limit; as such our aggregate borrowings may be less than 300% of net assets. As of December 31, 2023, our total borrowings aggregated $101.8 million which represented 64% of our net assets.entities

~~Additionally,~~Our income from investments in ~~order~~unconsolidated toaffiliated ~~leverage~~entities ~~our~~was ~~investments~~$174 induring ~~marketable~~the ~~securities~~year ~~and~~ended ~~seek~~December a31, ~~higher~~2024 ~~rate~~compared ofto ~~return,~~$32 wefor ~~have~~the same ~~access~~period toin ~~borrowings~~2023. ~~under~~Our aincome ~~margin~~from ~~loan.~~investments ~~This~~in ~~margin~~unconsolidated ~~loan~~affiliated entities is ~~due~~attributable onto ~~demand~~our ownership interests in the Hilton Garden Inn Joint Venture and ~~any~~the ~~outstanding~~Brownmill ~~balance~~Joint ~~must~~Venture, bewhich ~~paid~~we ~~upon~~account for under the ~~liquidation~~equity method of ~~our securities~~accounting.

25Noncontrolling interests

~~Any~~The income ~~future~~or ~~properties~~loss ~~that~~allocated weto ~~may~~noncontrolling ~~acquire~~interests ~~may~~relates beto ~~funded through a combination of borrowings and~~ the ~~proceeds~~interest ~~received~~in ~~from the selective disposition of certain of~~ our ~~real~~Operating ~~estate~~Partnership ~~assets.~~held ~~These borrowings may consist of single-property mortgages as well as mortgages cross-collateralized~~ by ~~a pool of properties. Such mortgages may be put in place either at the time we acquire a property or subsequent to~~ our ~~purchasing a property for cash. In addition~~Advisor, wethe ~~may~~membership interest ~~acquire~~held ~~properties~~by ~~that~~Lightstone ~~are~~REIT ~~subject~~I toin ~~existing indebtedness where we choose to assume~~ the ~~existing~~Hotel ~~mortgages.~~Joint ~~Generally~~Venture, ~~though~~and not exclusively, we intend to seek to encumber our properties with debt, which will be on a non-recourse basis. This means that a lender’s rights on default will generally be limited to foreclosing on the ~~property.~~ownership ~~However,~~interests weheld ~~may,~~by atunrelated ~~our~~minority ~~discretion,~~owners ~~secure recourse financing or provide a guarantee to lenders if we believe this may result~~ in ~~more~~one ~~favorable terms. When we give a guaranty for a property owning entity, we will be responsible to the lender for the satisfaction~~ of our ~~the~~limited-service ~~indebtedness if it is not paid by the property owning entity~~hotels.

~~We may also obtain lines of credit to be used to acquire properties. If obtained~~Financial Condition, ~~these~~Liquidity ~~lines of credit will be at prevailing market terms~~ and ~~will~~Capital be repaid from proceeds from the sale or refinancing of properties, working capital and/or permanent financing. Our Sponsor and/or its affiliates may guarantee our lines of credit although they are not obligated to do so. We expect that such properties may be purchased by our Sponsor’s affiliates on our behalf, in our name, in order to minimize the imposition of a transfer tax upon a transfer of such properties to us.Resources

We have an advisory agreement with the Advisor and various agreements with certain affiliates of our Sponsor which provide for us to pay certain fees in exchange for services performed by them on our behalf. Additionally, our ability to secure financing and our real estate operations are dependent upon our Advisor and certain affiliates of our Sponsor to perform such services as specified in these agreements.Overview

InAs of ~~addition~~December to31, ~~meeting~~2024, ~~working~~we ~~capital~~had ~~needs~~$27.1 million of cash on hand, $4.9 million of restricted cash and ~~distributions~~$10.2 million of marketable securities. We currently believe that these items, ifalong ~~any~~with revenues generated from our properties, ~~made~~interest toand ~~maintain~~dividend income earned on our marketable ~~status~~securities, asproceeds afrom ~~REIT~~the potential sale of marketable securities, ~~our~~and ~~capital~~potential ~~resources~~distributions ~~are~~received ~~used~~from toour ~~make~~investments in ~~various~~unconsolidated ~~payments~~affiliated entities will be sufficient to satisfy our ~~Advisor~~expected ~~and~~cash ~~certain~~requirements ~~affiliates~~for at least twelve months from the date of filing this Annual Report. Our expected cash requirements primarily consist of our ~~Sponsor~~anticipated operating expenses, ~~such~~scheduled debt asservice (excluding balloon payments ofdue ~~fees~~at ~~related~~maturity), tocapital ~~asset~~expenditures ~~acquisitions~~(excluding non-recurring capital expenditures), ~~asset~~contributions to ~~management~~our investments in unconsolidated affiliated entities, redemptions and ~~property~~cancellations ~~management~~of ~~(excluding~~Common ~~our~~Shares, ~~hospitality~~if ~~properties~~approved, ~~each~~tender ofoffers for ~~which~~our ~~are~~Common ~~managed~~Shares, byif anapproved, ~~unrelated~~and ~~third~~distributions, ~~party~~if ~~property~~any, ~~manager)~~required to maintain our status as ~~well~~a REIT for the ~~reimbursement~~foreseeable offuture. However, ~~acquisition-related~~we ~~expenses~~may ~~and~~also ~~actual~~obtain ~~expenses~~additional ~~incurred~~funds, ~~for~~if ~~administrative~~necessary, ~~and~~through ~~other~~additional ~~services~~selective ~~provided~~asset todispositions, usjoint venture arrangements, new borrowings and refinancing of existing borrowings.

~~The~~As of ~~advisory~~December ~~agreement~~31, ~~has~~2024, awe ~~one~~had ~~year~~mortgage ~~term~~indebtedness totaling $101.8 million. We have and isintend ~~renewable~~to ~~for~~continue anto ~~unlimited~~limit ~~number~~our ofaggregate ~~successive~~long-term permanent ~~one~~borrowings ~~year~~to ~~periods~~75% ~~upon~~of the ~~mutual~~aggregate ~~consent~~fair market value of ~~the~~all ~~Advisor~~properties ~~and~~unless any excess borrowing is approved by a majority of our independent directors and is disclosed to our stockholders. Market conditions will dictate the overall leverage limit; as such our aggregate long-term permanent borrowings may be less than 75% of aggregate fair market value of all properties. We may also incur short-term indebtedness, having a maturity of two years or less.

~~The~~Our charter ~~following~~provides ~~table~~that ~~represents~~ the ~~fees~~aggregate ~~incurred~~amount ~~associated~~of ~~with~~our borrowing, both secured and unsecured, may not exceed 300% of net assets in the ~~payments~~absence of a justification showing that a higher level is appropriate. Net assets means our total assets, other than intangibles, at cost before deducting depreciation or other non-cash reserves less our total liabilities, calculated at least quarterly on a basis consistently applied. Any excess in borrowing over such 300% of net assets level must be approved by a majority of our independent directors and disclosure to ~~the~~our ~~Advisor~~stockholders in our next quarterly report to stockholders, along with justification for ~~the~~such ~~periods~~excess. ~~indicated:~~Market conditions will dictate our overall leverage limit; as such our aggregate borrowings may be less than 300% of net assets. As of December 31, 2024, our total borrowings aggregated $101.8 million which represented 69% of our net assets.

	For the Years Ended December 31,
	2023		2022
Asset management fees (general and administrative costs)	$	2,458	$	2,739

Additionally, in order to leverage our investments in marketable securities and seek a higher rate of return, we have access to borrowings under a margin loan. This margin loan is due on demand and any outstanding balance must be paid upon the liquidation of our securities.

~~Summary of Cash Flows.~~23

~~The~~Table ~~following summary discussion~~ of ~~our cash flows is based on the consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below:~~Contents

	Year Ended December 31, 2023			Year Ended December 31, 2022
Cash flows provided by operating activities	$	654		$	2,263
Cash flows provided by investing activities		21,082			45,532
Cash flows used in by financing activities		(23,561	)		(22,188	)
Change in cash, cash equivalents and restricted cash		(1,825	)		25,607
Cash, cash equivalents and restricted cash, beginning of year		42,566			16,959
Cash, cash equivalents and restricted cash, end of period	$	40,741		$	42,566

Any future properties that we may acquire may be funded through a combination of borrowings and the proceeds received from the selective disposition of certain of our real estate assets. These borrowings may consist of single-property mortgages as well as mortgages cross-collateralized by a pool of properties. Such mortgages may be put in place either at the time we acquire a property or subsequent to our purchasing a property for cash. In addition, we may acquire properties that are subject to existing indebtedness where we choose to assume the existing mortgages. Generally, though not exclusively, we intend to seek to encumber our properties with debt, which will be on a non-recourse basis. This means that a lender’s rights on default will generally be limited to foreclosing on the property. However, we may, at our discretion, secure recourse financing or provide a guarantee to lenders if we believe this may result in more favorable terms. When we give a guaranty for a property-owning entity, we will be responsible to the lender for the satisfaction of the indebtedness if it is not paid by the property-owning entity.

26We may also obtain lines of credit to be used to acquire properties. If obtained, these lines of credit will be at prevailing market terms and will be repaid from proceeds from the sale or refinancing of properties, working capital and/or permanent financing. Our Sponsor and/or its affiliates may guarantee our lines of credit although they are not obligated to do so. We expect that such properties may be purchased by our Sponsor’s affiliates on our behalf, in our name, in order to minimize the imposition of a transfer tax upon a transfer of such properties to us.

~~Operating~~We have ~~activities~~an advisory agreement with the Advisor and various agreements with certain affiliates of our Sponsor which provide for us to pay certain fees in exchange for services performed by them on our behalf. Additionally, our ability to secure financing and our real estate operations are dependent upon our Advisor and certain affiliates of our Sponsor to perform such services as specified in these agreements.

~~The~~In addition ~~cash~~to ~~flows~~meeting ~~provided~~working bycapital ~~operating~~needs ~~activities~~and ofdistributions, ~~$0.7~~if ~~million~~any, ~~for~~made ~~the~~to ~~year~~maintain ~~ended~~our ~~December 31,~~status ~~2023~~as ~~consisted~~a ofREIT, our ~~(i)~~capital ~~net~~resources ~~loss~~are used ofto ~~$11.6~~make ~~million~~various ~~less~~payments ~~the~~to ~~net~~our ~~gain~~Advisor ~~recognized~~and oncertain ~~the~~affiliates ~~sale~~ of ~~investment~~our ~~property~~Sponsor, ofsuch ~~$0.4~~as ~~million~~payments ~~plus~~of ~~(ii)~~fees anrelated ~~impairment~~to ~~charge~~asset acquisitions, asset ~~depreciation~~management, and ~~amortization~~property management (excluding our hospitality properties, ~~amortization~~which ofare ~~deferred~~managed ~~financing~~by ~~costs~~unrelated ~~and~~third ~~other~~party ~~non-cash~~property managers) ~~items~~as ~~aggregating~~well ~~$12.3~~the ~~million~~reimbursement of acquisition-related expenses and ~~net~~actual ~~changes~~expenses inincurred ~~operating~~for ~~assets~~administrative and ~~liabilities~~other ofservices provided ~~$0.4~~to ~~million~~us.

~~Investing~~The advisory ~~activities~~agreement has a one-year term and is renewable for an unlimited number of successive one-year periods upon the mutual consent of the Advisor and our independent directors.

The following ~~cash~~table ~~flows~~represents ~~provided~~the byfees ~~investing~~incurred ~~activities~~associated ofwith ~~$21.1 million for~~ the ~~year~~services ~~ended~~provided ~~December 31,~~by ~~2023~~our ~~consists~~Advisor ~~primarily~~for of the ~~following~~periods indicated:

● capital expenditures of $1.1 million;

	For the Years Ended December 31,
	2024		2023
Asset management fees (general and administrative costs)	$	2,255	$	2,458

~~● aggregate capital contributions~~ Summary of ~~$0.4~~Cash ~~million to the Hilton Garden Inn Joint Venture;~~Flows

●The following ~~net~~summary ~~proceeds~~discussion of ~~$26.8~~our ~~million~~cash ~~related~~flows tois based on the ~~disposition~~consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the ~~Florida~~changes ~~Hotels;~~in our cash flows for the periods presented below:

● net purchases of marketable securities of $5.1 million; and

	Year Ended December 31, 2024			Year Ended December 31, 2023
Net cash provided by operating activities	$	1,240		$	654
Net cash provided by investing activities		859			21,082
Net cash used in financing activities		(10,763	)		(23,561	)
Change in cash, cash equivalents and restricted cash		(8,664	)		(1,825	)
Cash, cash equivalents and restricted cash, beginning of year		40,741			42,566
Cash, cash equivalents and restricted cash, end of year	$	32,077		$	40,741

~~● aggregate distributions of $0.9 million received from the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture.~~24

~~Financing~~Table ~~activities~~of Contents

~~The cash flows used in financing~~ Operating activities ~~of $23.6 million for the year ended December 31, 2023 consists primarily of the following:~~

●The cash provided by operating activities of $1.2 million for the year ended December 31, 2024 consisted of our net ~~debt~~loss ~~principal~~of ~~payments~~$4.8 million and all other non-cash items aggregating $0.3 million, adjusted by depreciation and amortization of $165.78 million; and amortization of deferred financing costs of $0.4 million.

~~● payment of loan fees and expenses of $1.1 million;~~Investing activities

●The cash ~~redemption,~~provided ~~cancellation~~by ~~and~~investing ~~tender~~activities of ~~common~~$0.9 ~~shares~~million for the year ended December 31, 2024 consists primarily of ~~$1.8~~the ~~million;~~following:

● ~~net~~capital ~~distributions~~expenditures ~~paid~~of $0.9 million; ● contributions of $0.1 million to ~~noncontrolling~~the ~~interests~~Hilton Garden Inn Joint Venture; ● net purchases of marketable securities of $0.27 million; and ● aggregate distributions of $2.5 million received from the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture.

~~● distributions paid to common stockholders of $3.8 million.~~Financing activities

~~SRP~~The cash used in financing activities of $10.8 million for the year ended December 31, 2024 consists primarily of the following:

Our SRP may provide eligible stockholders with limited, interim liquidity by enabling them to sell Common Shares back to us, subject to restrictions and applicable law.

	●	redemption, cancellation and tender of common shares of $5.8 million; and

	●	distributions paid to common stockholders of $4.9 million.

~~On March 19, 2020, the Board of Directors amended the SRP to remove stockholder notice requirements and also approved the suspension of all redemptions.~~Distributions

27On March 22, 2023, our Board of Directors began declaring regular quarterly distributions on our Common Shares at the pro rata equivalent of an annual distribution of $0.30 per share, or an annualized rate of 3% assuming a stockholder’s purchase price of $10.00 per share.

On During the ~~above~~years ~~noted~~ended ~~date~~December 31, ~~the~~2024 ~~Board~~and of2023, ~~Directors~~distributions ~~established that~~ on anour ~~annual~~Common ~~basis,~~Shares wewere ~~would~~declared ~~not~~on ~~redeem~~a inquarterly ~~excess~~basis ofat $0.5%075 ofper share ~~the~~for ~~number~~each ofcalendar ~~shares~~quarter ~~outstanding~~to asstockholders of record at the ~~end~~close of ~~the~~business ~~preceding~~on ~~year~~the ~~for~~last ~~either~~day ~~death~~of orthe ~~hardship~~calendar ~~redemptions, respectively~~quarter. ~~Additionally,~~All ~~redemption~~distributions were ~~requests~~paid ~~generally would be processed~~ on aor ~~quarterly~~about ~~basis~~the ~~and~~15th ~~would~~day beof ~~subject~~the tomonth ~~proration~~following ifthe ~~either~~end ~~type~~ of ~~redemption requests exceeded~~ the ~~annual limitation~~quarter.

~~In connection with the~~Total ~~approval~~distributions ofdeclared ~~the~~during ~~Tender Offer, on November 13, 2023,~~ the ~~Board~~years ofended ~~Directors approved the suspension of the SRP effective November~~December 2031, ~~2023.~~2024 ~~Pursuant to the terms of the SRP, while the SRP is suspended, we will not accept any requests for redemption~~ and ~~any~~2023 ~~such~~were ~~requests and all pending requests will not be honored or retained, but will be returned to the requestor~~$4.9 Asmillion aand ~~result of the termination of the Tender Offer on February~~ $5,.1 ~~2024~~million, ~~on March 18, 2024, the Board of Directors reinstated the SRP~~respectively.

~~For~~On March 21, 2025, the ~~year~~Board ~~ended~~of ~~December 31,~~Directors ~~2023,~~authorized and we ~~repurchased~~declared ~~170,425~~a Common ~~Shares~~Share atdistribution aof ~~weighted~~$0.075 ~~average~~per ~~price~~share for the calendar quarter ending March 31, 2025. The distribution is the pro rata equivalent of an annual distribution of $0.30 per share, or an annualized rate of 3% based on a share price of $10.0500. ~~For~~The distribution will be paid on or about the ~~year~~15th ~~ended~~day ~~December 31,~~of ~~2022,~~the wemonth ~~repurchased~~following ~~158,885~~the ~~Common~~end ~~Shares~~of the calendar quarter to stockholders of record at athe ~~weighted~~close ~~average~~of ~~price~~business ~~per~~on ~~share~~the last day of $8the calendar quarter.~~89.~~

~~Distributions~~Future distributions declared, if any, will be at the discretion of the Board of Directors based on their analysis of our performance over the previous periods and expectations of performance for future periods. The Board of Directors will consider various factors in its determination, including but not limited to, the sources and availability of capital, revenues and other sources of income, operating and interest expenses and our ability to refinance near-term debt as well as the Internal Revenue Service’s annual distribution requirement that REITs distribute no less than 90% of their taxable income. We cannot assure that any future distributions will be made or that we will maintain any particular level of distributions that we have previously established or may establish.

~~Common Shares~~25

~~There~~Table ~~were no distributions declared or paid on our Common Shares for any periods during the year ended December 31, 2022. However on March 22, 2023, our Board~~ of Directors began declaring regular quarterly distributions on our Common Shares at the pro rata equivalent of an annual distribution of $0.30 per share, or an annualized rate of 3% assuming a purchase price of $10.00 per share. Total distributions declared during the year ended DecemberContents ~~31, 2023 were $5.1 million.~~

These Subordinated Profits Interests may entitle the Associate General Partner to a portion of any regular distributions that we make to our stockholders, but only after our stockholders have received a stated preferred return. However, there have been no distributions declared on the Subordinated Profits Interests for any periods after December 31, 2019. Any future distributions on the Subordinated Profits Interests will always be subordinated until stockholders receive a stated preferred return.

These Subordinated Profits Interests may entitle the Associate General Partner to a portion of any regular distributions that we make to our stockholders, but only after our stockholders have received a stated preferred return. However, there have been no distributions declared on the Subordinated Profits Interests for any periods after December 31, 2019. Any future distributions on the Subordinated Profits Interests will always be subordinated until stockholders receive a stated preferred return.Tender Offers

~~The~~2024 Tender Subordinated Profits Interests may also entitle the Associate General Partner to a portion of any liquidating distributions made by the Operating Partnership. The value of such distributions will depend upon the net proceeds available for distribution upon our liquidation and, therefore, cannot be determined at the present time. Liquidating distributions to the Associate General Partner will always be subordinated until stockholders receive a distribution equal to their initial investment plus a stated preferred return.Offer

We commenced a tender offer on April 24, 2024, pursuant to which we offered to acquire up to 700,000 Common Shares at a purchase price of $6.00 per share, or $4.2 million in the aggregate (the “2024 Tender Offer”). Pursuant to the terms of the 2024 Tender Offer, which expired on June 14, 2024, we repurchased 264,233 Common Shares at an aggregate cost of $1.6 million on June 28, 2024.

~~Contractual~~2023 Tender ~~Mortgage Obligations~~Offer

~~The~~We commenced ~~following~~a istender offer on November 28, 2023, pursuant to which we offered to acquire up to 860,000 Common Shares at a ~~summary~~purchase price of $6.00 per ~~our~~share, ~~estimated~~or ~~contractual~~$5.2 million ~~mortgage~~in ~~obligations~~the ~~over~~aggregate (the ~~next~~“2023 ~~five~~Tender ~~years~~Offer”). ~~and~~Pursuant ~~thereafter~~to asthe terms of ~~December~~the 2023 Tender Offer, which expired on February 315, ~~2023~~2024, we repurchased 520,141 Common Shares at an aggregate cost of $3.1 million on February 16, 2024.

Contractual Mortgage Obligations	2024		2025		2026		2027		2028		Thereafter		Total
Principal maturities	$	-	$	-	$	101,818	$	-	$	-	$	-	$	101,818
Interest payments(1)		9,114		9,089		7,197		-		-		-		25,400
Total Contractual Mortgage Obligations	$	9,114	$	9,089	$	109,015	$	-	$	-	$	-	$	127,218

SRP

~~Note:~~Our share repurchase program (the “SRP”) may provide eligible stockholders with limited, interim liquidity by enabling them to sell their Common Shares back to us, subject to restrictions and applicable law.

~~(1)~~Our SRP ~~These~~currently ~~amounts~~provides ~~represent~~for ~~future~~redemption ~~interest~~requests ~~payments~~to ~~related~~be tosubmitted ~~mortgage~~in ~~payable~~connection ~~obligations~~with ~~based~~either ona stockholder’s death or hardship and the ~~interest~~price ~~rates~~for ~~specified~~all insuch ~~the~~purchases ~~associated~~has ~~debt~~been ~~agreement.~~set ~~All~~at ~~variable~~our ~~rate~~estimated ~~debt~~NAV ~~agreements~~per ~~are~~Share ~~based~~as onof the ~~one-month~~date ~~SOFR~~of ~~rate~~actual redemption. ~~For~~Our ~~purposes~~estimated NAV per Share is determined by our Board of ~~calculating~~Directors ~~future~~and ~~interest~~reported ~~amounts~~by onus ~~variable~~from ~~interest~~time ~~rate~~to ~~debt~~time. ~~the~~Requests for redemptions in connection with a stockholder’s death must be submitted and received by us within one~~-month~~ ~~SOFR~~year ~~rate~~of asthe stockholder’s date of ~~December~~death ~~31,~~to ~~2023~~be ~~was~~eligible ~~used~~for consideration.

~~Revolving~~Additionally, our ~~Credit~~Board ~~Facility~~of Directors has established that on an annual basis we will not redeem in excess of 0.5% of the number of Common Shares outstanding as of the end of the preceding year for either death redemptions or hardship redemptions. Eligible redemption requests are generally expected to be processed on a quarterly basis and will be subject to proration if either type of redemption requests exceeds the annual limitations established by our Board of Directors. Furthermore, our Board of Directors may, at their sole discretion, amend or suspend the SRP at any time without any notice to stockholders.

On October 23, 2023, we entered into a loan agreement with a financial institution providing for a non-recourse revolving credit facility (the “Revolving Credit Facility”) of up to $106.0 million. We received an initial advance of $101.8 million under the Revolving Credit Facility and designated 10 hotel properties as collateral. The Revolving Credit Facility bears interest at SOFR plus 3.45%, subject to a 6.45% floor, with an initial scheduled maturity of September 15, 2026, subject to two, one-year extension options at the sole discretion of the lender, and provides for monthly interest-only payments with the unpaid principal balance due at maturity. The Revolving Credit Facility provides for borrowings up to 65% of the loan-to-value ratio of properties designated as collateral and also requires the maintenance of certain covenants, including prescribed minimum debt service coverage and debt yield ratios which if not met may also be achieved through principal paydowns on the outstanding balance. In connection with entering into the Revolving Credit Facility, we were required to deposit $4.0 million into a cash collateral reserve account, of which all or a portion may be applied by the lender as a principal paydown if necessary to achieve the prescribed minimum financial ratios for the quarterly period ended December 31, 2023. Excess funds remaining in the cash collateral reserve account, if any, will be released to us.26

WeTable ~~did not meet certain~~ of ~~the financial debt covenants under the Revolving Credit Facility as of December~~Contents ~~31, 2023 and the lender has the option of requiring us to make a principal paydown of $1.9 million.~~

WeIn connection ~~used~~with the ~~initial~~approval ~~advance~~of ~~from~~ the ~~Revolving~~2023 ~~Credit~~Tender ~~Facility~~Offer, toon ~~repay~~November 13, in2023, ~~full~~the aBoard ~~nonrecourse~~of ~~revolving~~Directors ~~loan~~approved (the ~~“Revolving~~suspension ~~Loan”)~~of ~~with~~ the SRP ~~same~~effective ~~financial institution~~November 20, ~~which~~2023. ~~was~~Subsequent ~~also~~to ~~secured by~~ the ~~same~~termination 10of ~~hotel~~the ~~properties.~~2023 ~~The~~Tender ~~scheduled~~Offer ~~maturity~~on ofFebruary 5, 2024, the ~~Revolving~~Board ~~Loan~~of ~~had~~Directors reinstated ~~previously~~the ~~been~~SRP ~~extended~~on ~~from September~~March 1518, ~~2023 until October 23, 2023~~2024.

In connection with ~~any~~the ~~disposition~~approval of ~~any hotel pledged under~~ the ~~Revolving~~2024 ~~Loan~~Tender Offer, ~~we were required to make a principal paydown~~ on ~~its~~April 17, ~~outstanding~~2024, ~~balance in exchange for~~ the ~~hotel’s~~Board ~~release~~of ~~from~~Directors ~~the~~approved ~~designated collateral pool. In connection with~~ the ~~disposition~~suspension of the SRP ~~TownePlace~~effective ~~Suites – Little Rock on July~~April 1417, ~~2022, a required principal paydown of $4~~2024.6 ~~million~~Subsequent ~~was made on the Revolving Loan reducing its outstanding principal balance from $123.1 million~~ to ~~$118.5 million. In connection with~~ the ~~dispositions~~termination of the ~~Florida~~2024 ~~Hotels~~Tender Offer on ~~July 18,~~June ~~2023 and July 21~~14, ~~2023~~2024, ~~required~~the ~~principal~~Board ~~paydowns aggregating $16.7 million~~ of Directors reinstated the ~~net~~SRP ~~proceeds to make required principal paydowns~~ on ~~the~~August ~~Revolving Loan reducing its outstanding principal balance from $118.5 million to $101.8 million~~9, ~~which was the amount repaid in full with the initial advance under the Revolving Credit Facility~~2024.

29For the year ended December 31, 2024, we repurchased 108,287 Common Shares at a weighted average price per share of $9.84. For the year ended December 31, 2023, we repurchased 170,425 Common Shares at a weighted average price per share of $10.05.

AsContractual Mortgage of December 31, 2023, the outstanding principal balance of the Revolving Credit Facility was $101.8 million and its interest rate was 8.38%. Additionally, all 10 of our majority-owned and consolidated hotel properties were pledged as collateral and no additional borrowings were available under the Revolving Credit Facility as of December 31, 2023.Obligations

~~Pursuant~~The following tois ~~the~~a ~~terms~~summary of our ~~loan~~estimated ~~agreements,~~contractual ~~escrows~~mortgage inobligations over the ~~amount~~next offive ~~$4.5~~years ~~million~~ and ~~$0.3~~thereafter ~~million were held in restricted cash accounts~~ as of December 31, ~~2023 and 2022, respectively~~2024. ~~Such escrows will be released in accordance with the applicable loan agreements for payments of real estate taxes, debt service payments, insurance and capital improvement transactions, as required.~~

In addition to the Revolving Credit Facility, we have access to a margin loan from another financial institution that holds custody of certain of our marketable securities. The margin loan is collateralized by the marketable securities in our account. The amounts available to us under the margin loan are at the discretion of the financial institution and not limited to the amount of collateral in our account. No amounts were outstanding under this margin loan as of December 31, 2023. Any borrowings under the margin loan bear interest at SOFR plus 0.85% (6.20% as of December 31, 2023).

Contractual Mortgage Obligations	2025		2026		2027		2028		2029		Thereafter		Total
Principal maturities	$	-	$	101,818	$	-	$	-	$	-	$	-	$	101,818
Interest payments⁽¹⁾		8,236		6,520		-		-		-		-		14,756
Total Contractual Mortgage Obligations	$	8,236	$	108,338	$	-	$	-	$	-	$	-	$	116,574

~~Investments~~(1) These amounts represent future interest payments related to mortgage payable obligations based on the interest rates specified in ~~Unconsolidated~~the ~~Affiliated~~associated ~~Entities~~debt agreement. All variable rate debt agreements are based on the one-month SOFR rate. For purposes of calculating future interest amounts on variable interest rate debt the one-month SOFR rate as of December 31, 2024 was used.

~~Brownmill~~Revolving Credit ~~Joint Venture~~Facility

~~During~~On October 23, ~~2010 through 2012~~2023, we entered into ~~various~~a ~~contribution~~loan ~~agreements~~agreement with ~~LGH,~~a financial institution providing for a ~~wholly~~non-recourse ~~owned~~revolving ~~subsidiary~~credit facility (the “Revolving Credit Facility”) of ~~the~~up ~~Sponsor~~to ~~and~~$106.0 amillion. ~~related~~At ~~party~~closing, ~~pursuant~~we toreceived ~~which~~an ~~LGH~~initial ~~contributed~~advance toof $101.8 million under the Revolving Credit Facility and designated all 10 of our ~~Operating~~majority-owned ~~Partnership~~and anconsolidated ~~aggregate~~limit-service 48hotels as collateral. The Revolving Credit Facility bears interest at SOFR plus 3.45%, subject to a 6.45% ~~membership~~floor, with an initial scheduled maturity of September 15, 2026, subject to two, one-year extension options at the sole discretion of the lender, and provides for monthly interest-only inpayments with the ~~Brownmill~~unpaid ~~Joint~~principal ~~Venture~~balance indue ~~exchange~~at maturity. The Revolving Credit Facility provides for itborrowings ~~issuing~~up anto ~~aggregate~~65% of 48the ~~units~~loan-to-value ratio of ~~Subordinated~~properties ~~Profits~~designated ~~Interests~~as tocollateral and also requires the ~~Associate~~maintenance ~~General~~of ~~Partner~~certain financial covenants measured at ~~$100~~the end of each calendar quarter,~~000~~ ~~per~~including ~~unit~~prescribed minimum debt service coverage ratio (“DSCR”) and debt yield ratio, which if not met may also be achieved through principal paydowns on the outstanding balance as discussed below. In connection with anentering ~~aggregate~~into ~~total~~the Revolving ~~value~~Credit ofFacility, we deposited $4.80 million into a cash collateral reserve account.

~~Our~~If a ~~48.6%~~principal ~~membership~~paydown ~~interest in the Brownmill Joint Venture~~ is adeemed ~~non-managing~~necessary ~~interest.~~to ~~LGH~~achieve iscompliance ~~the~~with ~~majority~~respect ~~owner~~to ~~and~~any ~~manager~~ of the ~~Brownmill~~financial ~~Joint~~debt ~~Venture.~~covenants ~~Profit~~for ~~and~~any ~~cash~~quarterly ~~distributions~~period, the ~~are~~lender ~~allocated~~may, inif ~~accordance~~it ~~with~~so ~~each~~chooses, ~~investor’s~~apply ~~ownership~~the ~~percentage.~~necessary Weamount ~~account~~of ~~for~~the ~~our~~funds ~~investment~~held in the ~~Brownmill~~cash ~~Joint~~collateral ~~Venture~~reserve inaccount ~~accordance~~towards ~~with~~ the ~~equity~~required principal ~~method~~paydown. ofAdditionally, ~~accounting.~~if ~~During~~there ~~the~~are ~~years~~not ~~ended~~sufficient ~~December 31,~~funds ~~2023~~held ~~and~~in ~~2022,~~the wecash ~~received~~collateral ~~distributions~~reserve ~~from~~account, the ~~Brownmill~~lender ~~Joint~~may, ~~Venture~~if ~~aggregating~~it so ~~$0.6~~chooses, ~~million~~require ~~and~~us ~~$5.6~~to ~~million,~~fund ~~respectively~~the shortfall.

~~The~~As of ~~Brownmill~~December 31, ~~Joint~~2024, ~~Venture~~we ~~owns~~met ~~two~~the ~~retail~~minimum ~~properties~~prescribed ~~known~~debt asyield ~~Browntown~~ratio ~~Shopping~~but ~~Center,~~did ~~located~~not inmeet ~~Old~~the ~~Bridge~~prescribed minimum DSCR and therefore, the ~~New~~lender ~~Jersey~~may, ~~and~~at ~~Millburn~~its ~~Mall~~sole discretion, ~~located~~require a principal paydown of $7.5 million first, using the funds held in ~~Vauxhaull~~the cash collateral reserve account of $4.0 million and second, ~~New~~requiring ~~Jersey~~us to fund the $3.5 million shortfall.

~~Hilton~~As of ~~Garden~~December 31, ~~Inn~~2024, ~~Joint~~the ~~Venture~~outstanding principal balance of the Revolving Credit Facility was $101.8 million and its interest rate was 7.98%. Additionally, all 10 of our majority-owned and consolidated hotel properties remained pledged as collateral and no additional borrowings were available under the Revolving Credit Facility as of December 31, 2024.

~~On March~~ 27, 2018, we and Lightstone Value Plus REIT III, Inc. (“Lightstone REIT III”), a related party REIT also sponsored by the Sponsor, acquired, through the newly formed Hilton Garden Inn Joint Venture, the Hilton Garden Inn - Long Island City from an unrelated third party, for aggregate consideration of $60.0 million, which consisted of $25.0 million of cash and $35.0 million of proceeds from a five-year term non-recourse loan from a financial institution (the “Hilton Garden Inn Mortgage”), excluding closing and other related transaction costs. We paid $12.9 million for a 50% membership interest in the Hilton Garden Inn Joint Venture.

~~Except~~Table ~~as discussed below, the Hilton Garden Inn Mortgage bore interest at LIBOR plus 3.15%, subject to a 5.03% floor, initially provided for monthly interest-only payments for the first 30 months~~ of ~~its term with principal and interest payments pursuant to a 25-year amortization schedule thereafter, and the remaining unpaid balance due in full at its maturity on March~~Contents ~~27, 2023.~~

OnPursuant to ~~June 2,~~the ~~2020,~~terms of the ~~Hilton~~Revolving ~~Garden~~Credit ~~Inn~~Facility, ~~Mortgage~~aggregate ~~was~~escrows ~~amended~~of to$4.9 ~~provide~~million ~~for~~and ~~the~~$4.5 ~~deferral~~million were held in restricted cash accounts as of ~~six~~December 31, ~~monthly~~2024 ~~debt~~and ~~service~~2023, ~~payments~~respectively. ~~aggregating~~Such escrows, which include the $04.90 million ~~for~~held in the ~~period~~cash ~~from~~collateral ~~April 1~~account, will ~~2020~~be ~~through~~released ~~September 30~~in accordance with the terms of the Revolving Credit Facility for payments of real estate taxes, ~~2020~~debt ~~until~~service ~~March 27~~payments (including any required principal paydowns necessary to achieve financial covenant compliance), ~~2023~~insurance and capital improvements.

30Margin Loan

OnWe have ~~March 27,~~access ~~2023, the Hilton Garden Inn Joint Venture and the lender amended the Hilton Garden Inn Mortgage~~ to ~~extend~~a ~~the~~margin ~~maturity~~loan ~~date~~from ~~for~~a 90financial ~~days,~~institution ~~through~~that ~~June 25,~~holds ~~2023,~~custody toof ~~provide~~certain ~~additional time to finalize the terms~~ of aour ~~long-term~~marketable ~~extension~~securities. ~~Subsequently,~~The onmargin ~~May 31,~~loan is ~~2023,~~collateralized ~~the~~by ~~Hilton Garden Inn Mortgage was further amended to provide for (i) an extension of~~ the ~~maturity~~marketable ~~date~~securities ~~for~~in anour ~~additional~~account. ~~five~~The ~~years,~~amounts ~~(ii)~~available ~~the interest rate~~ to beus ~~adjusted~~under tothe ~~SOFR~~margin ~~plus~~loan ~~3.25%,~~are ~~subject~~at ~~to a 6.41% floor, (iii) interest-only payments for~~ the ~~first two years~~ discretion of ~~its~~the ~~extended~~financial ~~term~~institution ~~with principal~~ and ~~interest~~not ~~payments~~limited ~~pursuant~~ to athe ~~300-month~~amount ~~amortization~~of ~~schedule~~collateral ~~thereafter~~in ~~and~~our ~~the~~account. ~~remaining~~No ~~unpaid~~amounts ~~balance~~were ~~due~~outstanding inunder ~~full~~this atmargin loan ~~its~~as ~~maturity date~~ of ~~May~~ December 31, ~~2028,~~2024 ~~(iv)~~and ~~the ability to draw up to an additional $3~~2023.0 ~~million~~Any ofborrowings ~~principal,~~under ~~subject to~~ the ~~satisfaction~~margin ofloan ~~certain~~bear ~~conditions,~~interest ~~and~~at ~~(v)~~SOFR ~~certain~~plus ~~changes to its financial covenants~~0.85% ~~Additionally, the Hilton Garden Inn Joint Venture is required to fund an aggregate of $1~~(5.338% ~~million,~~as ~~through monthly payments~~ of ~~$37~~December ~~from May~~ 31, ~~2023 through June 1, 2026, into a cash collateral reserve account which may be drawn upon for specified capital expenditures~~ 2024).

~~We and Lightstone REIT III each have a 50% co-managing membership interest~~ Investments in ~~the~~Unconsolidated ~~Hilton~~Affiliated Garden Inn Joint Venture. We account for our membership interest in the Hilton Garden Inn Joint Venture in accordance with the equity method of accounting because we exert significant influence over but do not control the Hilton Garden Inn Joint Venture. All capital contributions and distributions of earnings from the Hilton Garden Inn Joint Venture are made on a pro rata basis in proportion to each member’s equity interest percentage. Any distributions in excess of earnings from the Hilton Garden Inn Joint Venture are made to the members pursuant to the terms of the Hilton Garden Inn Joint Venture’s operating agreement.Entities

~~As of December 31, 2023, The Hilton Garden Inn~~ Brownmill Joint Venture ~~was in compliance with all of its financial covenants.~~

During 2010 ~~the~~through ~~year~~2012, ~~ended~~we ~~December 31,~~entered ~~2023~~into various contribution agreements with LGH, wea ~~made~~wholly ~~aggregate~~owned ~~capital~~subsidiary ~~contributions~~of the Sponsor and a related party, pursuant to ~~the~~which ~~Hilton~~LGH ~~Garden~~contributed ~~Inn~~to ~~Joint~~our ~~Venture~~Operating ofPartnership ~~$0.4~~an ~~million~~aggregate 48.6% ~~During~~membership interest in the ~~years~~Brownmill ~~ended~~Joint ~~December 31,~~Venture in ~~2023~~exchange ~~and~~for ~~2022,~~it weissuing ~~received~~an aggregate ~~distributions~~of ~~from~~48 ~~the~~units ~~Hilton~~of ~~Garden~~Subordinated ~~Inn~~Profits ~~Joint~~Interests ~~Venture~~to ofthe Associate General Partner at $~~0.3~~100,000 per unit, ~~million~~with ~~and~~an aggregate total value of $24.08 million~~, respectively~~.

~~Consolidated~~Our 48.6% membership interest ~~Hotel~~in the Brownmill Joint Venture is a non-managing interest. LGH is the majority owner and manager of the Brownmill Joint Venture. Profits, cash contributions and cash distributions are allocated in accordance with each investor’s ownership percentage. We account for our investment in the Brownmill Joint Venture in accordance with the equity method of accounting. During the years ended December 31, 2024 and 2023, we received distributions from the Brownmill Joint Venture aggregating $0.8 million and $0.6 million, respectively.

AsThe Brownmill ~~of December 31, 2023, five of our consolidated limited service hotels are held in the Hotel~~ Joint Venture, aowns ~~joint~~two ~~venture~~retail ~~formed~~properties ~~between~~known usas ~~and~~Browntown ~~Lightstone~~Shopping ~~REIT I~~Center, alocated ~~related party REIT also sponsored by our Sponsor. We and Lightstone REIT I have 97.5% and 2.5% membership interests~~ in ~~the~~Old ~~Hotel~~Bridge, ~~Joint~~New ~~Venture~~Jersey, ~~respectively.~~and ~~Additionally~~Millburn Mall, aslocated ofin ~~December 31~~Vauxhaull, ~~2023,~~New ~~one of our consolidated hotels also has ownership interests held by unrelated minority owners~~Jersey. ~~The membership interests of Lightstone REIT I and the unrelated minority owners are accounted for as noncontrolling interests.~~

~~Funds~~Hilton Garden ~~from~~Inn ~~Operations~~Joint ~~and Modified Funds from Operations~~Venture

~~The~~On March 27, ~~historical~~2018, ~~accounting~~we ~~convention~~and ~~used~~Lightstone ~~for~~REIT ~~real~~III, ~~estate~~a ~~assets~~related ~~requires~~party ~~straight-line~~REIT ~~depreciation~~also ofsponsored ~~buildings~~by the Sponsor, ~~improvements~~acquired, ~~and~~through ~~straight-line~~the ~~amortization~~Hilton ofGarden Inn ~~intangibles~~Joint Venture, ~~which~~the ~~implies~~Hilton ~~that~~Garden ~~the~~Inn ~~value~~- ofLong aIsland ~~real~~City ~~estate~~from ~~asset~~an ~~diminishes~~unrelated ~~predictably~~third ~~over~~party, ~~time.~~for Weaggregate ~~believe~~consideration ~~that~~of $60.0 million, which ~~because~~consisted ~~real~~of ~~estate~~$25.0 ~~values~~million ~~historically~~of ~~rise~~cash and ~~fall~~$35.0 ~~with~~million ~~market~~of ~~conditions,~~proceeds ~~including,~~from ~~but~~a ~~not~~five-year ~~limited~~term ~~to,~~non-recourse ~~inflation,~~mortgage ~~interest~~loan ~~rates,~~from ~~the~~a ~~business~~financial institution ~~cycle,~~(the ~~unemployment~~“Hilton ~~and~~Garden ~~consumer~~Inn ~~spending~~Mortgage”), ~~presentations~~excluding ofclosing ~~operating~~and ~~results~~other ~~for~~related atransaction ~~REIT~~costs. ~~using~~We ~~the~~paid ~~historical~~$12.9 ~~accounting~~million for ~~convention~~a ~~for~~50% ~~depreciation~~membership ~~and~~interest ~~certain~~in ~~other~~the ~~items~~Hilton ~~may~~Garden beInn ~~less~~Joint ~~informative~~Venture.

~~Because~~On May of31, ~~these factors~~2023, the ~~National~~Hilton ~~Association~~Garden ofInn ~~Real~~Mortgage ~~Estate~~was ~~Investment~~further ~~Trusts~~amended to provide for (~~“NAREIT”~~i), an ~~industry~~extension ~~trade~~of ~~group~~the maturity date for an additional five years, ~~has~~(ii) ~~published~~the ainterest ~~standardized~~rate ~~measure~~to ofbe ~~performance~~adjusted ~~known~~to asSOFR ~~funds~~plus ~~from~~3.25%, ~~operations~~subject to a 6.41% floor, (~~“FFO”~~iii), ~~which~~interest-only ispayments ~~used~~for the first two years of its extended term with principal and interest payments pursuant to a 300-month amortization schedule thereafter and the remaining unpaid balance due in full at its maturity date of May 31, 2028, (iv) the ~~REIT~~ability ~~industry~~to asdraw aup ~~supplemental~~to ~~performance~~an ~~measure~~additional $3.0 Wemillion of ~~believe FFO~~principal, ~~which~~subject ~~excludes~~to the satisfaction of certain ~~items~~conditions, ~~such~~and as(v) ~~real~~certain ~~estate-related~~changes ~~depreciation~~to ~~and~~its ~~amortization~~financial covenants. Additionally, the Hilton Garden Inn Joint Venture is required to fund an ~~appropriate~~aggregate ~~supplemental~~of ~~measure~~$1.3 million, through monthly payments of a$37 ~~REIT’s~~from ~~operating~~May ~~performance.~~31, ~~FFO~~2023 isthrough June ~~not~~1, ~~equivalent~~2026, tointo ~~our~~a ~~net~~cash ~~income~~collateral orreserve ~~loss~~account aswhich ~~determined~~may ~~under~~be ~~GAAP~~drawn upon for specified capital expenditures.

3128

WeTable ~~calculate FFO, a non-GAAP measure, consistent with the standards established over time by the Board~~ of ~~Governors of NAREIT, as restated in a White Paper approved by the Board of Governors of NAREIT effective in December~~Contents 2018 (the “White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Our FFO calculation complies with NAREIT’s definition.

We and ~~believe~~Lightstone ~~that~~REIT III each have a 50% co-managing membership interest in the ~~use~~Hilton ofGarden ~~FFO~~Inn ~~provides~~Joint aVenture. ~~more~~We ~~complete~~account ~~understanding~~for our membership interest in the Hilton Garden Inn Joint Venture in accordance with the equity method of ~~our~~accounting ~~performance~~because towe ~~investors~~exert ~~and~~significant toinfluence over ~~management,~~but ~~and~~do ~~reflects~~not control the ~~impact~~Hilton onGarden ~~our~~Inn ~~operations~~Joint Venture. All capital contributions and distributions of earnings from ~~trends~~the inHilton Garden ~~occupancy~~Inn ~~rates,~~Joint ~~rental~~Venture ~~rates,~~are ~~operating~~made ~~costs,~~on ~~general~~a ~~and~~pro ~~administrative~~rata ~~expenses,~~basis ~~and~~in proportion to each member’s equity interest ~~costs,~~percentage ~~which~~pursuant ~~may~~to ~~not~~the terms beof ~~immediately~~the ~~apparent~~Hilton ~~from~~Garden ~~net~~Inn ~~income~~Joint Venture’s operating agreement.

~~Changes in the accounting and reporting promulgations under GAAP that were put into effect in 2009 subsequent to the establishment~~ As of ~~NAREIT’s~~December ~~definition~~31, ~~of FFO~~2024, ~~such as~~ the ~~change~~Hilton toGarden ~~expense~~Inn asJoint ~~incurred~~Venture ~~rather~~was ~~than capitalize and depreciate acquisition fees and expenses incurred for business combinations, have prompted an increase~~ in ~~cash-settled~~compliance ~~expenses,~~with ~~specifically acquisition fees and expenses, as items that are expensed under GAAP across~~ all ~~industries. These changes had a particularly significant impact on publicly registered, non-listed REITs, which typically have a significant amount~~ of ~~acquisition~~its ~~activity~~financial ~~in the early part of their existence, particularly during the period when they are raising capital through ongoing initial public offerings~~covenants.

~~Because of these factors,~~ During the ~~Investment~~years ~~Program~~ended ~~Association~~December ~~(the “IPA”)~~31, an2024 ~~industry~~and ~~trade group~~2023, ~~published~~we amade ~~standardized~~aggregate ~~measure~~capital ofcontributions ~~performance~~to ~~known as modified funds from operations (“MFFO”), which~~ the ~~IPA~~Hilton ~~has~~Garden ~~recommended~~Inn asJoint aVenture ~~supplemental~~of ~~measure~~$0.1 million and ~~for publicly registered~~$0.4 million, ~~non-listed REITs~~respectively. ~~MFFO~~During ~~is designed to be reflective of~~ the ~~ongoing~~years ~~operating~~ended ~~performance~~December ~~of publicly registered~~31, ~~non-listed~~2024 ~~REITs by adjusting for those costs that are more reflective of acquisitions~~ and ~~investment activity~~2023, ~~along~~we ~~with~~received ~~other~~aggregate ~~items~~distributions ~~the~~from ~~IPA believes are not indicative of~~ the Hilton ~~ongoing~~Garden ~~operating~~Inn ~~performance~~Joint ofVenture ~~a publicly registered, non-listed REIT, such as straight-lining~~ of ~~rents as required by GAAP~~$1.7 million ~~We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that both before~~ and ~~after we have deployed all of our offering proceeds~~$0.3 million, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be immediately apparent from net incomerespectively. ~~MFFO is not equivalent to our net income or loss as determined under GAAP.~~

~~We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified~~ Funds from Operations ~~(the “Practice Guideline”) issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for acquisition~~ and ~~transaction-related~~Modified ~~fees~~Funds and expenses and other items. In calculating MFFO, we follow the Practice Guideline and exclude acquisition and transaction-related fees and expenses incurred for business combinations, amounts relating to deferred rent receivables and amortization of market lease and other intangibles, net (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), accretion of discounts and amortization of premiums on debt investments and borrowings, mark-to-market adjustments included in net income (including gains or losses incurred on assets held for sale), gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. Certain of the above adjustments are also made to reconcile net income (loss) to net cash provided by (used in) operating activities, such as for the amortization of a premium and accretion of a discount on debt and securities investments, amortization of fees, any unrealized gains (losses) on derivatives, securities or other investments, as well as other adjustments.Operations

32The historical accounting convention used for real estate assets requires straight-line depreciation of buildings, improvements, and straight-line amortization of intangibles, which implies that the value of a real estate asset diminishes predictably over time. We believe that, because real estate values historically rise and fall with market conditions, including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using the historical accounting convention for depreciation and certain other items may be less informative.

~~MFFO excludes non-recurring impairment~~ Because of ~~real~~these ~~estate-related~~factors, ~~investments.~~the WeNational ~~assess~~Association ~~the~~of ~~credit~~Real ~~quality~~Estate ofInvestment ~~our~~Trusts ~~investments~~(“NAREIT”), ~~and~~an ~~adequacy~~industry oftrade ~~reserves~~group, onhas published a ~~quarterly~~standardized ~~basis,~~measure orof ~~more~~performance ~~frequently~~known as ~~necessary.~~funds ~~Significant~~from ~~judgment~~operations (“FFO”), which is ~~required~~used in ~~this analysis. We consider~~ the ~~estimated~~REIT ~~net~~industry ~~recoverable~~as ~~value of~~ a ~~loan~~supplemental performance asmeasure. ~~well~~We asbelieve ~~other factors~~FFO, ~~including~~which ~~but~~excludes ~~not~~certain ~~limited~~items tosuch ~~the~~as ~~fair~~real ~~value~~estate-related ofdepreciation ~~any~~and ~~collateral~~amortization, ~~the~~is ~~amount~~an ~~and~~appropriate supplemental ~~the~~measure ~~status~~ of ~~any~~a ~~senior~~REIT’s ~~debt,~~operating ~~the~~performance. ~~prospects~~FFO ~~for~~is ~~the~~not ~~borrower~~equivalent ~~and~~to ~~the~~our ~~competitive~~net ~~situation~~income ofor ~~the~~loss ~~region~~as ~~where~~determined ~~the~~under ~~borrower does business~~GAAP.

We calculate ~~believe~~FFO, ~~that~~a non-GAAP measure, ~~because~~consistent ~~MFFO~~with ~~excludes~~the ~~costs~~standards ~~that~~established weover ~~consider~~time ~~more~~by ~~reflective~~the Board of ~~non-operating~~Governors ~~items~~of NAREIT, ~~MFFO~~as ~~can~~restated in ~~provide,~~a onWhite aPaper ~~going-forward~~approved ~~basis,~~by anthe ~~indication~~Board of ~~the~~Governors ~~sustainability~~of NAREIT effective in December 2018 (~~that~~the is“White Paper”). The White Paper defines FFO as net income or loss computed in accordance with GAAP, ~~the~~excluding ~~capacity~~depreciation toand ~~continue~~amortization related to bereal ~~maintained)~~estate, ofgains and ~~our~~losses ~~operating~~from ~~performance~~the ~~once~~sale ~~our~~of ~~portfolio~~certain isreal ~~stabilized.~~estate Weassets, ~~also~~gains ~~believe~~and ~~that~~losses ~~MFFO~~from ischange ain ~~recognized~~control ~~measure~~and impairment write-downs of ~~sustainable~~certain real ~~operating~~estate ~~performance~~assets byand investments in entities when the ~~non-listed~~impairment ~~REIT~~is ~~industry~~directly ~~and~~attributable ~~allows~~to ~~for~~decreases anin ~~evaluation~~the value of ~~our~~depreciable real ~~performance~~estate ~~against~~held ~~other~~by ~~publicly~~the ~~registered,~~entity. ~~non-listed~~Our ~~REITs~~FFO calculation complies with NAREIT’s definition.

~~Not~~We believe ~~all REITs, including publicly registered, non-listed REITs, calculate FFO and MFFO~~ that the ~~same~~use ~~way.~~of ~~Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may not be meaningful. Furthermore,~~ FFO ~~and~~provides ~~MFFO~~a ~~are~~more ~~not~~complete ~~indicative~~understanding of ~~cash~~our ~~flow~~performance ~~available~~ to ~~fund~~investors ~~cash needs~~ and ~~should not be considered as an alternative~~ to ~~net income (loss) or income (loss) from continuing operations as determined under GAAP as an indication of our performance~~management, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and ~~MFFO~~reflects the ~~should~~impact beon ~~reviewed in conjunction with other GAAP measurements as an indication of~~ our ~~performance.~~operations ~~FFO~~from ~~and~~trends ~~MFFO should not be construed to be more relevant or accurate than the current GAAP methodology~~ in ~~calculating~~occupancy ~~net~~rates, ~~income~~rental orrates, ~~in its applicability in evaluating our~~ operating ~~performance. The methods utilized to evaluate the performance of a publicly registered~~costs, ~~non-listed~~general ~~REIT under GAAP should be construed as more relevant measures of operational performance~~ and ~~considered~~administrative ~~more prominently than the non-GAAP measures~~expenses, ~~FFO~~ and interest ~~MFFO~~costs, ~~and~~which ~~the~~may ~~adjustments~~not tobe ~~GAAP~~immediately inapparent ~~calculating~~from ~~FFO~~net ~~and MFFO~~income.

~~Neither~~Changes in the ~~SEC,~~accounting ~~NAREIT,~~and ~~the~~reporting promulgations ~~IPA~~under ~~nor~~GAAP ~~any~~that ~~other~~were ~~regulatory~~put ~~body~~into oreffect ~~industry~~in ~~trade~~2009 ~~group~~subsequent ~~has~~to ~~passed~~the ~~judgment~~establishment onof ~~the~~NAREIT’s definition ~~acceptability~~ of ~~the~~FFO, ~~adjustments~~such ~~that~~as wethe ~~use~~change to ~~calculate~~expense ~~FFO~~as orincurred ~~MFFO.~~rather Inthan ~~the~~capitalize ~~future,~~and ~~NAREIT,~~depreciate ~~the~~acquisition ~~IPA~~fees orand ~~another~~expenses ~~industry~~incurred for ~~trade~~business ~~group~~combinations, ~~may~~have ~~publish~~prompted ~~updates~~an toincrease ~~the~~in ~~White~~cash-settled ~~Paper~~expenses, orspecifically ~~the~~acquisition ~~Practice~~fees ~~Guidelines~~and orexpenses, ~~the~~as ~~SEC~~items orthat are ~~another~~expensed ~~regulatory~~under ~~body~~GAAP ~~could~~across ~~standardize~~all ~~the~~industries. ~~allowable~~These ~~adjustments~~changes ~~across~~had ~~the~~a particularly significant impact on publicly registered, non-listed REITs, ~~REIT~~which typically ~~industry,~~have ~~and~~a wesignificant ~~would~~amount ~~have~~of toacquisition ~~adjust~~activity ~~our~~in ~~calculation~~the ~~and~~early ~~characterization~~part of ~~FFO~~their orexistence, ~~MFFO~~particularly ~~accordingly~~during the period when they are raising capital through ongoing initial public offerings.

~~The~~Because of ~~below~~these ~~table~~factors, ~~illustrates~~the Investment Program Association (the ~~items~~“IPA”), ~~deducted~~an ~~from~~industry ortrade ~~added~~group, topublished ~~net~~a ~~income/~~standardized measure of performance known as modified funds from operations (~~loss~~“MFFO”), inwhich the ~~calculation~~IPA has recommended as a supplemental measure for publicly registered, non-listed REITs. MFFO is designed to be reflective of ~~FFO~~the ongoing operating performance of publicly registered, non-listed REITs by adjusting for those costs that are more reflective of acquisitions and ~~MFFO.~~investment ~~Items~~activity, along with other items the IPA believes are ~~presented~~not ~~net~~indicative of ~~noncontrolling~~the ongoing operating performance of a publicly registered, non-listed REIT, such as straight-lining of rents as required by GAAP. We believe it is appropriate to use MFFO as a supplemental measure of operating performance because we believe that both before and after we have deployed all of our offering proceeds, it reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest ~~portions~~costs, ~~where~~which ~~applicable~~may not be immediately apparent from net income. MFFO is not equivalent to our net income or loss as determined under GAAP.

3329

	For the Years Ended
	December 31, 2023			December 31, 2022
Net (loss)/income	$	(11,624	)	$	8,888
FFO adjustments:
Depreciation and amortization of real estate assets		6,659			7,945
Gain on sale of investment property		(449	)		(8,524	)
Income tax on sale of real estate		1,162			-
Impairment charge		5,000			-
Adjustments to equity in earnings from unconsolidated entities, net		1,661			(888	)
FFO		2,409			7,421
MFFO adjustments:
Adjustments to equity in earnings from unconsolidated entities, net		84			(219	)
Gain on forgiveness of debt(1)		-			(3,791	)
Mark-to-market adjustments(2)		(25	)		380
Non-recurring loss/(gain) from extinguishment/sale of debt, derivatives or securities holdings(1)		-			83
MFFO		2,468			3,874
Straight-line rent(3)		-			-
MFFO - IPA recommended format	$	2,468		$	3,874
Net (loss)/income	$	(11,624	)	$	8,888
Less: loss/(income) attributable to noncontrolling interests		123			(45	)
Net (loss)/income applicable to Company’s common shares	$	(11,501	)	$	8,843
Net (loss)/income per common share, basic and diluted	$	(0.67	)	$	0.51
FFO	$	2,409		$	7,421
Less: FFO attributable to noncontrolling interests		(37	)		(221	)
FFO attributable to Company’s common shares	$	2,372		$	7,200
FFO per common share, basic and diluted	$	0.14		$	0.42
MFFO - IPA recommended format	$	2,468		$	3,874
Less: MFFO attributable to noncontrolling interests		(162	)		(147	)
MFFO attributable to Company’s common shares	$	2,306		$	3,727
Weighted average number of common shares outstanding, basic and diluted		17,077			17,229

Table of Contents

~~Notes~~We define MFFO, a non-GAAP measure, consistent with the IPA’s Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations (the “Practice Guideline”) issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for acquisition and transaction-related fees and expenses and other items. In calculating MFFO, we follow the Practice Guideline and exclude acquisition and transaction-related fees and expenses incurred for business combinations, amounts relating to deferred rent receivables and amortization of market lease and other intangibles, net (which are adjusted in order to reflect such payments from a GAAP accrual basis to a cash basis of disclosing the rent and lease payments), accretion of discounts and amortization of premiums on debt investments and borrowings, mark-to-market adjustments included in net income (including gains or losses incurred on assets held for sale), gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. Certain of the above adjustments are also made to reconcile net income (loss) to net cash provided by (used in) operating activities, such as for the amortization of a premium and accretion of a discount on debt and securities investments, amortization of fees, any unrealized gains (losses) on derivatives, securities or other investments, as well as other adjustments.

~~(1)~~MFFO excludes ~~Management~~non-recurring ~~believes~~impairment ~~that~~of ~~adjusting~~real ~~for~~estate-related ~~gains~~investments. orWe ~~losses~~assess ~~related~~the tocredit ~~extinguishment/sale~~quality of ~~debt,~~our ~~derivatives~~investments and adequacy of reserves on a quarterly basis, or ~~securities~~more ~~holdings~~frequently as necessary. Significant judgment is ~~appropriate~~required ~~because~~in ~~they~~this ~~are~~analysis. ~~items~~We ~~that~~consider ~~may~~the ~~not~~estimated net berecoverable ~~reflective~~value of ~~ongoing~~a ~~operations.~~loan Byas ~~excluding~~well ~~these~~as ~~items~~other factors, ~~management~~including ~~believes~~but ~~that~~not ~~MFFO~~limited ~~provides~~to ~~supplemental~~the ~~information~~fair ~~related~~value toof ~~sustainable~~any ~~operations~~collateral, ~~that~~the ~~will~~amount beand the ~~more~~status ~~comparable~~of ~~between~~any ~~other~~senior ~~reporting~~debt, ~~periods~~the prospects for the borrower and the competitive situation of the region where the borrower does business.

~~(2)~~We believe ~~Management believes~~ that, ~~adjusting for mark-to-market adjustments is appropriate~~ because ~~they~~MFFO ~~are~~excludes ~~items~~costs that ~~may~~we ~~not~~consider bemore reflective of ~~ongoing~~non-operating ~~operations~~items, ~~and~~MFFO ~~reflect~~can ~~unrealized~~provide, ~~impacts~~ on ~~value~~a ~~based only on then current market conditions~~going-forward basis, ~~although~~an ~~they~~indication ~~may~~of bethe ~~based~~sustainability ~~upon~~(that ~~current~~is, ~~operational~~the ~~issues~~capacity ~~related~~ to ancontinue ~~individual property or industry or general market conditions. Mark-~~to~~-market~~ ~~adjustments~~be ~~are~~maintained) ~~made~~of ~~for~~our ~~items~~operating ~~such~~performance asonce ~~ineffective~~our portfolio ~~derivative~~is ~~instruments,~~stabilized. ~~certain~~We ~~marketable~~also ~~securities~~believe ~~and any other items~~ that ~~GAAP~~MFFO ~~requires~~is ~~we make~~ a ~~mark-to-market~~recognized ~~adjustment~~measure ~~for.~~of ~~The~~sustainable ~~need~~operating toperformance ~~reflect~~by ~~mark~~the non-~~to-market~~listed ~~adjustments~~REIT industry ~~is a continuous process~~ and isallows ~~analyzed~~for onan aevaluation ~~quarterly~~of ~~and/or~~our ~~annual~~performance ~~basis~~against inother ~~accordance~~publicly ~~with~~registered, ~~GAAP~~non-listed REITs.

~~(3)~~Not all ~~Under~~REITs, ~~GAAP~~including publicly registered, ~~rental~~non-listed ~~receipts~~REITs, ~~are~~calculate ~~allocated~~FFO toand ~~periods~~MFFO ~~using~~the ~~various~~same ~~methodologies~~way. ~~This~~Accordingly, comparisons with other REITs, including publicly registered, non-listed REITs, may ~~result~~not inbe ~~income~~meaningful. ~~recognition~~Furthermore, ~~that~~FFO isand ~~significantly~~MFFO ~~different~~are ~~than~~not ~~underlying~~indicative ~~contract~~of ~~terms.~~cash Byflow available ~~adjusting~~to ~~for~~fund ~~these~~cash ~~items~~needs (and should not be considered as an alternative to ~~reflect~~net ~~such~~income ~~payments~~(loss) or income (loss) from acontinuing operations as determined under GAAP ~~accrual~~as ~~basis~~an toindication aof our performance, as an alternative to cash ~~basis~~flows offrom ~~disclosing~~operations ~~the~~as ~~rent~~an ~~and~~indication ~~lease~~of ~~payments)~~our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO ~~provides~~should ~~useful~~be ~~supplemental~~reviewed ~~information~~in onconjunction ~~the~~with ~~realized~~other ~~economic~~GAAP ~~impact~~measurements as an indication of ~~lease~~our ~~terms~~performance. FFO and ~~debt~~MFFO ~~investments,~~should ~~providing~~not be ~~insight~~construed onto be more relevant or accurate than the ~~contractual~~current ~~cash~~GAAP ~~flows~~methodology in calculating net income or in its applicability in evaluating our operating performance. The methods utilized to evaluate the performance of ~~such~~a ~~lease~~publicly ~~terms~~registered, non-listed REIT under GAAP should be construed as more relevant measures of operational performance and ~~debt~~considered ~~investments~~more prominently than the non-GAAP measures, FFO and MFFO, ~~aligns~~and ~~results~~the ~~with~~adjustments ~~management’s~~to ~~analysis~~GAAP ofin ~~operating~~calculating ~~performance~~FFO and MFFO.

34Neither the SEC, NAREIT, the IPA nor any other regulatory body or industry trade group has passed judgment on the acceptability of the adjustments that we use to calculate FFO or MFFO. In the future, NAREIT, the IPA or another industry trade group may publish updates to the White Paper or the Practice Guidelines or the SEC or another regulatory body could standardize the allowable adjustments across the publicly registered, non-listed REIT industry, and we would have to adjust our calculation and characterization of FFO or MFFO accordingly.

~~The table below presents our cumulative distributions declared and cumulative FFO:~~30

	For the period April 28, 2008 (date of inception) through December 31, 2023
FFO	$	79,922
Distributions declared	$	90,160

Table of Contents

~~FFO~~The below ~~attributable~~table toillustrates ~~our Common Shares for~~ the ~~year~~items ~~ended~~deducted ~~December 31,~~from ~~2023~~or ~~was~~added ~~$2.4 million and cash flow provided by operations was $0.7 million. FFO attributable~~ to ~~our~~net ~~Common~~loss ~~Shares~~in ~~for~~ the ~~year~~calculation ~~ended~~of ~~December 31,~~FFO ~~2022~~and ~~was $7~~MFFO.2 ~~million~~Items ~~and~~are ~~cash~~presented ~~flow~~net ~~provided~~of bynoncontrolling interest ~~operations~~portions ~~was~~where $2applicable.~~3 million.~~

New Accounting Pronouncements

	For the Years Ended
	December 31, 2024			December 31, 2023
Net loss	$	(4,760	)	$	(11,624	)
FFO adjustments:
Depreciation and amortization of real estate assets		5,846			6,659
Gain on sale of investment property		(14	)		(449	)
Income tax on sale of real estate		-			1,162
Impairment charge		-			5,000
Adjustments to equity in earnings from unconsolidated entities, net		1,645			1,661
FFO		2,717			2,409
MFFO adjustments:

Adjustments to equity in earnings from unconsolidated entities, net		92			84
Mark-to-market adjustments⁽²⁾		(160	)		(25	)
Non-recurring loss/(gain) from extinguishment/sale of debt, derivatives or securities holdings⁽¹⁾		(26	)		-
MFFO - IPA recommended format	$	2,623		$	2,468

Net loss	$	(4,760	)	$	(11,624	)
Less: (income)/loss attributable to noncontrolling interests		(42	)		123
Net loss applicable to Company’s common shares	$	(4,802	)	$	(11,501	)
Net loss per common share, basic and diluted	$	(0.29	)	$	(0.67	)

FFO	$	2,717		$	2,409
Less: FFO attributable to noncontrolling interests		(188	)		(37	)
FFO attributable to Company’s common shares	$	2,529		$	2,372
FFO per common share, basic and diluted	$	0.15		$	0.14

MFFO - IPA recommended format	$	2,623		$	2,468
Less: MFFO attributable to noncontrolling interests		(188	)		(162	)
MFFO attributable to Company’s common shares	$	2,435		$	2,306

Weighted average number of common shares outstanding, basic and diluted		16,364			17,077

See Note 2 of the Notes to Consolidated Financial Statements for further information.

(1)

Management believes that adjusting for gains or losses related to extinguishment/sale of debt, derivatives or securities holdings is appropriate because they are items that may not be reflective of ongoing operations. By excluding these items, management believes that MFFO provides supplemental information related to sustainable operations that will be more comparable between other reporting periods.

(2)

Management believes that adjusting for mark-to-market adjustments is appropriate because they are items that may not be reflective of ongoing operations and reflect unrealized impacts on value based only on then current market conditions, although they may be based upon current operational issues related to an individual property or industry or general market conditions. Mark-to-market adjustments are made for items such as ineffective derivative instruments, certain marketable securities and any other items that GAAP requires we make a mark-to-market adjustment for. The need to reflect mark-to-market adjustments is a continuous process and is analyzed on a quarterly and/or annual basis in accordance with GAAP.

35The table below presents our cumulative distributions declared and cumulative FFO:

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	For the period April, 28, 2008 (date of inception) through December 31, 2024
FFO	$	82,451
Distributions declared	$	95,029

~~Lightstone~~FFO attributable ~~Value~~to ~~Plus~~our ~~REIT~~Common IIShares for the year ended December 31, ~~Inc~~2024 was $2.5 million and ~~Subsidiaries~~cash flow provided by operations was $1.2 million. FFO attributable to our Common Shares for the year ended December 31, 2023 was $2.4 million and cash flow provided by operations was $0.7 million.

(aNew Accounting ~~Maryland corporation)~~Pronouncements

~~Index~~See Note 2 of the Notes to Consolidated Financial Statements for further information.

		Page
Report of Independent Registered Public Accounting Firm		F-1
Financial Statements:
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022		F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 20223 and 2022		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-7
Notes to Consolidated Financial Statements		F-8

36Table of Contents

~~REPORT~~ITEM 8. OFFINANCIAL ~~INDEPENDENT~~STATEMENTS ~~REGISTERED~~AND ~~PUBLIC~~SUPPLEMENTARY ~~ACCOUNTING FIRM~~DATA

ToLightstone Value ~~the~~Plus ~~Board~~REIT ofII, ~~Directors~~Inc. and ~~Stockholders of~~Subsidiaries

~~Lightstone~~(a Maryland ~~Value Plus REIT II, Inc.~~corporation)

~~Opinion on the Financial Statements~~Index

We have audited the accompanying consolidated balance sheets of Lightstone Value Plus REIT II, Inc. and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows for each of the years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and the consolidated results of their operations and their cash flows for each of the years ended, in conformity with accounting principles generally accepted in the United States of America.

		Page

Report of Independent Registered Public Accounting Firm		F-2

Financial Statements:

Consolidated Balance Sheets as of December 31, 2024 and 2023		F-4

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023		F-5

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023		F-6

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023		F-7

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-8

Notes to Consolidated Financial Statements		F-9

~~Basis for Opinion~~F-1

~~These~~Table ~~financial statements are the responsibility~~ of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Contents

~~We conducted our audits in accordance with the~~REPORT ~~standards~~OF ofINDEPENDENT ~~the~~REGISTERED ~~PCAOB.~~PUBLIC ~~Those~~ACCOUNTING standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.FIRM

~~Our audits included performing procedures to assess~~ To the ~~risks~~Board of ~~material misstatement~~Directors ~~of the financial statements, whether due to error or fraud,~~ and ~~performing~~Stockholders ~~procedures that respond to those risks. Such procedures~~of ~~included~~Lightstone ~~examining,~~Value onPlus aREIT ~~test basis~~II, ~~evidence regarding the amounts and disclosures in the financial statements~~Inc. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Critical~~Opinion ~~Audit~~on ~~Matter~~the Financial Statements

~~The~~We ~~critical~~have ~~audit~~audited ~~matter~~the ~~communicated~~accompanying ~~below~~consolidated ~~is a~~balance ~~matter~~sheets ~~arising~~of ~~from~~Lightstone ~~the~~Value ~~current~~Plus ~~period~~REIT ~~audit~~II, ofInc. ~~the~~and ~~financial~~Subsidiaries ~~statements~~(the ~~that~~“Company”) ~~was~~as ~~communicated~~of orDecember ~~required~~31, to2024 beand ~~communicated~~2023, toand the related ~~audit~~consolidated ~~committee~~statements ~~and~~of ~~that:~~operations, ~~(1)~~comprehensive ~~relates~~income, tostockholders’ ~~accounts~~equity, orand ~~disclosures~~cash ~~that~~flows ~~are~~for ~~material~~each toof the ~~financial~~years ~~statements~~then ended and ~~(2)~~the ~~involved~~related ~~our~~notes ~~especially challenging,~~(collectively ~~subjective,~~referred orto ~~complex~~as ~~judgments~~the “financial statements”). ~~The~~In ~~communication~~our ofopinion, the ~~critical~~financial ~~audit~~statements ~~matter~~present fairly, ~~does not alter~~ in ~~any~~all ~~way~~material ~~our~~respects, ~~opinion on~~ the consolidated financial ~~statements,~~position ~~taken~~of the Company as aof ~~whole~~December 31, 2024 and we2023, ~~are~~and ~~not,~~the byconsolidated results ~~communicating~~of ~~the~~their ~~critical~~operations ~~audit~~and ~~matter~~their ~~below,~~cash ~~providing~~flows afor ~~separate~~each ~~opinion on~~of the ~~critical~~years ~~audit~~then ~~matter~~ended, orin onconformity ~~the~~with ~~accounts~~accounting orprinciples ~~disclosures~~generally accepted toin ~~which~~the itUnited ~~relates~~States of America.

~~F-1~~Basis for Opinion

~~Investment~~These ~~Property~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~Investments~~are required to be independent with respect to the Company in ~~Unconsolidated~~accordance ~~Affiliated~~with ~~Entities~~the –U.S. ~~Impairment~~federal ~~Evaluation~~securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

AsWe ofconducted ~~December 31,~~our ~~2023,~~audits ~~the Company had investment property, net of accumulated depreciation, of $142.8 million and investments~~ in ~~unconsolidated~~accordance ~~affiliated~~with ~~entities of $13.4 million. As more fully described in Note 2 to~~ the ~~financial statements, the Company evaluates the recoverability of investment~~standards ~~property at the lowest identifiable level, the individual property level, and the recoverability~~ of the ~~investments~~PCAOB. ~~in unconsolidated~~Those ~~affiliated~~standards ~~entities~~require ~~for impairment whenever events or changes in circumstances indicate~~ that ~~the~~we ~~carrying~~plan ~~amount~~and ~~of the~~perform ~~investment property or~~ the ~~investments~~audit ~~in unconsolidated affiliated entities may not be recoverable. The Company utilizes judgment~~ to ~~determine~~obtain ifreasonable ~~the~~assurance ~~severity~~about ofwhether ~~any single indicator, or~~ the ~~fact~~financial ~~that there~~ statements are afree ~~number~~ of ~~indicators~~material ~~of less severity that when combined~~misstatement, ~~would~~whether ~~result~~due into anerror ~~indication that the individual property~~ or ~~an investment in an unconsolidated affiliated entity may not be recoverable~~fraud. The Company ~~considers~~is ~~relevant~~not ~~facts~~required ~~and circumstances which may include the significant underperformance of an investment property relative~~ to ~~historical or projected future operating results as well as significant negative industry~~have, ~~geographic,~~nor orwere ~~economic~~we ~~trends.~~engaged ~~When~~to ~~such events or changes in circumstances are present~~perform, ~~the Company assesses~~ ~~potential~~an ~~impairment~~audit ~~by comparing estimated undiscounted future operating cash flows expected to be generated over the holding period~~ of ~~the investment property and from~~ its ~~eventual~~internal ~~disposition~~control toover ~~the~~financial ~~carrying amount~~reporting. ~~The~~As ~~estimates~~part ~~include~~of ~~significant assumptions~~our ~~such as future operating income~~audits, ~~market~~we ~~and~~are ~~other~~required ~~applicable~~to ~~trends~~obtain ~~and~~an ~~residual~~understanding ~~value, as well as the effects~~ of internal ~~demand,~~control ~~competition,~~over ~~and~~financial ~~recent~~reporting ~~sales~~but ~~data~~not for ~~comparable properties. An investment property is impaired only if management’s estimate of~~ the ~~fair~~purpose ~~value~~ of ~~the~~expressing ~~investment~~an ~~property~~opinion ison ~~less than~~ the ~~carrying~~effectiveness ~~value and not recoverable. The ultimate realization~~ of the Company’s ~~investments in unconsolidated affiliated entities is dependent on a number of factors including the~~internal ~~performance~~control ofover ~~that~~financial ~~entity, including the underlying investment property, and market conditions~~reporting. ~~If the Company determines that a decline in the value of the investments in unconsolidated affiliated entities is other than temporary~~Accordingly, itwe ~~will~~express ~~record~~no ansuch ~~impairment charge~~opinion.

WeOur ~~identified~~audits ~~the~~included ~~impairment~~performing ~~evaluation~~procedures asto ~~a critical~~assess ~~audit~~the ~~matter~~risks ~~due~~of tomaterial ~~significant~~misstatement ~~judgment made by management in identifying indicators~~ of ~~impairment~~the ~~and~~financial instatements, ~~determining~~whether ~~the~~due ~~estimated~~to ~~recoverability of~~error ~~investment~~or ~~property~~fraud, and ~~the~~performing ~~investments~~procedures inthat ~~unconsolidated~~respond to ~~affiliated~~those ~~entities~~risks. ~~This~~Such inprocedures ~~turn~~included ~~led~~examining, toon a ~~high~~test ~~degree~~basis, ofevidence ~~auditor~~regarding ~~judgment, subjectivity,~~the amounts and ~~audit~~disclosures ~~effort~~ in ~~performing procedures to evaluate~~ the ~~reasonableness~~financial ofstatements. Our ~~management's~~audits ~~significant~~also ~~estimates~~included ~~and~~evaluating ~~assumptions related to~~ the ~~impairment~~accounting ~~evaluation~~principles ~~including~~used ~~identifying events~~ and ~~circumstances~~significant ~~that~~estimates ~~exist~~made ~~that~~by ~~would~~management, ~~indicate~~as ~~the~~well ~~carrying~~as ~~amount~~evaluating ofthe ~~investment~~overall ~~property~~presentation ~~and~~of ~~investments~~the infinancial ~~unconsolidated~~statements. ~~affiliated~~We ~~entities~~believe ~~may~~that ~~not~~our beaudits ~~recoverable,~~provide asa ~~well~~reasonable asbasis ~~future~~for ~~operating~~our ~~income, holding period, capitalization rates, residual values, entity performance and market conditions~~opinion.

~~Addressing~~Critical ~~the~~Audit matter involved performing procedures and evaluating audit evidence, in connection with forming our overall opinion on the financial statements. We obtained an understanding and evaluated the design of controls over the Company’s impairment evaluation process. Our procedures included, among others: (i) assessing the methodologies applied; (ii) identifying the existence of any triggering events; (iii) comparing the estimated undiscounted cash flows to historical operating results by property; and (iv) evaluating the reasonableness of significant estimates and assumptions utilized in determining future operating income, the holding period, capitalization rates and residual values and determining if they were reasonable considering the past and current performance of the property and if consistent with evidence obtained in other areas of the audit. In addition, we performed sensitivity analyses over significant estimates and assumptions including future operating income and residual values. We tested the completeness and accuracy of the underlying data used by management in its evaluation. We held discussions with management about the current status of certain properties to understand how management’s significant estimates and assumptions are developed considering potential future market conditions. In addition, we evaluated the mathematical accuracy of the calculations included in the Company’s evaluation.Matter

~~/s/~~The ~~EisnerAmper~~critical ~~LLP~~audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

WeInvestment ~~have~~Property ~~served~~and asInvestments ~~the~~in ~~Company’s~~Unconsolidated Affiliated ~~auditor~~Entities ~~since~~– ~~2010.~~Impairment Evaluation

~~274~~As of December 31, 2024, the Company had investment property, net of accumulated depreciation, of approximately $137.8 million and investments in unconsolidated affiliated entities of approximately $11.1 million. As disclosed in Note 2 to the financial statements, the Company evaluates the recoverability of investment property at the lowest identifiable level, the individual property level, and the recoverability of the investments in unconsolidated affiliated entities for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment property or the investments in unconsolidated affiliated entities may not be recoverable. The Company utilizes judgment to determine if the severity of any single indicator, or the fact that there are a number of indicators of less severity that when combined, would result in an indication that the individual property may not be recoverable. The Company considers relevant facts and circumstances which may include the significant underperformance of an investment property relative to historical or projected future operating results as well as significant negative industry, geographic or economic trends.

~~EISNERAMPER LLP~~F-2

~~West~~Table ~~Palm~~of ~~Beach, Florida~~Contents

~~March 27~~When such events or changes in circumstances are present, ~~2024~~the Company assesses potential impairment by comparing estimated undiscounted future operating cash flows expected to be generated over the holding period of the investment property and from its eventual disposition to the carrying amount. These estimates include significant assumptions such as future net operating income, market and other applicable trends and residual value, as well as the effects of demand, competition, and recent sales data for comparable properties. An investment property is impaired only if management’s estimate of the fair value of the investment property is less than the carrying value and not recoverable. The ultimate realization of the Company’s investments in unconsolidated affiliated entities is dependent on a number of factors including the performance of that entity and market conditions. If the Company determines that a decline in the value of the investments in unconsolidated affiliated entities is other than temporary, it will record an impairment charge.

~~F-2~~We identified the impairment evaluation as a critical audit matter as there is especially challenging auditor judgment required with respect to the assessment of management in identifying indicators of impairment and in determining the estimated recoverability of investment property and the investments in unconsolidated affiliated entities. Significant estimates and assumptions include future net operating income, holding period, capitalization rates, residual values, entity performance and market conditions.

~~LIGHTSTONE~~Addressing ~~VALUE~~the ~~PLUS~~matter ~~REIT~~involved IIperforming procedures and evaluating audit evidence, ~~INC~~in connection with forming our overall opinion on the financial statements. ~~AND~~These ~~SUBSIDIARIES~~procedures included assessing the design of controls over the Company’s impairment evaluation process. Our procedures also included, among others: (i) assessing the methodologies applied; (ii) identifying the existence of any triggering events; (iii) comparing the estimated undiscounted cash flows to historical operating results by property; and (iv) evaluating the reasonableness of significant estimates and assumptions utilized in determining future net operating income, holding period, capitalization rates and residual values and determining if they were reasonable considering the past and current performance of the property and if consistent with evidence obtained in other areas of the audit. We tested the completeness and accuracy of the underlying data used by management in its evaluation. We held discussions with management about the current status of certain properties to understand how management’s significant estimates and assumptions are developed considering potential future market conditions. In addition, we evaluated the mathematical accuracy of the calculations included in the Company’s evaluation.

~~CONSOLIDATED~~/s/ EisnerAmper ~~BALANCE SHEETS~~LLP

~~(Dollars~~We have inserved ~~thousands,~~as ~~except~~the ~~per~~Company’s ~~share~~auditor ~~data)~~since 2010.

	December 31, 2023			December 31, 2022
Assets
Investment property:
Land and improvements	$	26,152		$	32,208
Building and improvements		146,129			177,550
Furniture and fixtures		28,883			33,037
Construction in progress		128			125
Gross investment property		201,292			242,920
Less accumulated depreciation		(58,490	)		(62,835	)
Net investment property		142,802			180,085
Investments in unconsolidated affiliated entities		13,415			13,793
Cash and cash equivalents		36,192			42,233
Marketable securities, available for sale		9,287			4,193
Restricted cash		4,549			333
Accounts receivable and other assets		3,194			4,805
Total Assets	$	209,439		$	245,442
Liabilities and Stockholders’ Equity
Accounts payable and other accrued expenses	$	6,871		$	7,977
Mortgages payable, net		100,820			118,180
Distributions payable		1,275			-
Due to related party		360			462
Total liabilities		109,326			126,619
Commitments and contingencies
Stockholders’ Equity:
Company’s stockholders’ equity:
Preferred shares, $0.01 par value, 10.0 million shares authorized, none issued and outstanding		-			-
Common stock, $0.01 par value, 100.0 million shares authorized, 17.0 million and 17.2 million shares issued and outstanding, respectively		169			171
Additional paid-in-capital		143,219			144,971
Accumulated other comprehensive income		-			7
Accumulated deficit		(54,284	)		(37,663	)
Total Company stockholders’ equity		89,104			107,486
Noncontrolling interests		11,009			11,337
Total Stockholders’ Equity		100,113			118,823
Total Liabilities and Stockholders’ Equity	$	209,439		$	245,442

EISNERAMPER LLP

~~The~~West Palm ~~accompanying~~Beach, ~~notes are an integral part of these consolidated financial statements.~~Florida

~~F-3~~March 26, 2025

~~LIGHTSTONE VALUE PLUS REIT II, INC. AND SUBSIDIARIES~~F-3

~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF OPERATIONS~~Contents

~~(Amounts~~LIGHTSTONE VALUE inPLUS ~~thousands~~REIT II, ~~except~~INC. ~~per~~AND ~~share data)~~SUBSIDIARIES

	For the Years Ended December 31,
	2023			2022
Revenues	$	53,632		$	55,261
Expenses:
Property operating expenses		37,986			39,239
Real estate taxes		2,345			2,899
General and administrative costs		4,426			5,129
Depreciation and amortization		6,659			7,945
Impairment charge		5,000			-
Total expenses		56,416			55,212
Interest expense		(9,657	)		(6,686	)
Gain on forgiveness of debt		-			3,791
Gain on sale of investment property		449			8,524
Other income/(expense), net		336			(148	)
Income from investments in unconsolidated affiliated entities		32			3,358
Net (loss)/income		(11,624	)		8,888
Less: net loss/(income) attributable to noncontrolling interests		123			(45	)
Net (loss)/income applicable to Company’s common shares	$	(11,501	)	$	8,843
Net (loss)/income per Company’s common share, basic and diluted	$	(0.67	)	$	0.51
Weighted average number of common shares outstanding, basic and diluted		17,077			17,229

CONSOLIDATED BALANCE SHEETS

~~The~~(Dollars in ~~accompanying~~thousands, ~~notes~~except ~~are~~per anshare ~~integral part of these consolidated financial statements.~~data)

F-4

	December 31, 2024			December 31, 2023
Assets
Investment property:
Land and improvements	$	26,176		$	26,152
Building and improvements		146,459			146,129
Furniture and fixtures		29,278			28,883
Construction in progress		228			128
Gross investment property		202,141			201,292
Less accumulated depreciation		(64,318	)		(58,490	)
Net investment property		137,823			142,802

Investments in unconsolidated affiliated entities		11,146			13,415
Cash and cash equivalents		27,139			36,192
Marketable securities, available for sale		10,209			9,287
Restricted cash		4,938			4,549
Accounts receivable and other assets		2,645			3,194
Total Assets	$	193,900		$	209,439

Liabilities and Stockholders’ Equity
Accounts payable and other accrued expenses	$	6,490		$	6,871
Mortgage payable, net		101,183			100,820
Distributions payable		1,209			1,275
Due to related party		362			360
Total liabilities		109,244			109,326

Commitments and contingencies

Stockholders’ Equity:
Company’s stockholders’ equity:
Preferred shares, $0.01 par value, 10.0 million shares authorized, none issued and outstanding		-			-
Common stock, $0.01 par value, 100.0 million shares authorized, 16.1 million and 17.0 million shares issued and outstanding, respectively		160			169
Additional paid-in-capital		137,405			143,219
Accumulated deficit		(63,955	)		(54,284	)
Total Company stockholders’ equity		73,610			89,104
Noncontrolling interests		11,046			11,009

Total Stockholders’ Equity		84,656			100,113

Total Liabilities and Stockholders’ Equity	$	193,900		$	209,439

~~LIGHTSTONE~~The accompanying ~~VALUE~~notes ~~PLUS~~are ~~REIT~~an ~~II,~~integral ~~INC.~~part ~~AND~~of ~~SUBSIDIARIES~~these consolidated financial statements.

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~F-4

~~(Amounts~~Table inof ~~thousands)~~Contents

	For the Years Ended December 31,
	2023			2022
Net (loss)/income	$	(11,624	)	$	8,888
Other comprehensive (loss)/income:
Holding (loss)/gain on available for sale securities		(7	)		7
Other comprehensive (loss)/income		(7	)		7
Comprehensive (loss)/income		(11,631	)		8,895
Less: Comprehensive loss/(income) attributable to noncontrolling interests		123			(45	)
Comprehensive (loss)/income attributable to the Company’s common shares	$	(11,508	)	$	8,850

LIGHTSTONE VALUE PLUS REIT II, INC. AND SUBSIDIARIES

~~The~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes are an integral part of these consolidated financial statements.~~OPERATIONS

~~F-5~~(Amounts in thousands, except per share data)

LIGHTSTONE VALUE PLUS REIT II, INC. AND SUBSIDIARIES

	For the Years Ended December 31,
	2024			2023
Revenues	$	48,828		$	53,632

Expenses:
Property operating expenses		34,183			37,986
Real estate taxes		2,396			2,345
General and administrative costs		4,097			4,426
Depreciation and amortization		5,846			6,659
Impairment charge		-			5,000
Total expenses		46,522			56,416

Interest expense		(9,297	)		(9,657	)
Gain on sale of investment property		-			449
Other income, net		2,057			336
Income from investments in unconsolidated affiliated entities		174			32
Net loss		(4,760	)		(11,624	)

Less: net (income)/loss attributable to noncontrolling interests		(42	)		123
Net loss applicable to Company’s common shares	$	(4,802	)	$	(11,501	)

Net loss per Company’s common share, basic and diluted	$	(0.29	)	$	(0.67	)

Weighted average number of common shares outstanding, basic and diluted		16,364			17,077

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~notes OFare ~~STOCKHOLDERS’~~an ~~EQUITY~~integral part of these consolidated financial statements.

~~(Amounts in thousands)~~F-5

	Common Stock						Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders’
	Shares			Amount			Capital			Income			Deficit			Interests			Equity
BALANCE, December 31, 2021		17,331		$	173		$	146,308		$	-		$	(46,506	)	$	11,493		$	111,468
Net income		-			-			-			-			8,843			45			8,888
Other comprehensive income		-			-			-			7			-			-			7
Acquisition of non-controlling interest in a subsidiary		-			-			74			-			-			(94	)		(20	)
Distributions paid to noncontrolling interests		-			-			-			-			-			(107	)		(107	)
Redemption and cancellation of shares		(159	)		(2	)		(1,411	)		-			-			-			(1,413	)
BALANCE, December 31, 2022		17,172		$	171		$	144,971		$	7		$	(37,663	)	$	11,337		$	118,823
Net loss		-			-			-			-			(11,501	)		(123	)		(11,624	)
Other comprehensive loss		-			-			-			(7	)		-			-			(7	)
Contributions of noncontrolling interests		-			-						-			-			68			68
Distributions paid to noncontrolling interests		-			-			-			-			-			(273	)		(273	)
Distributions declared(a)		-			-			-			-			(5,120	)		-			(5,120	)
Redemption, cancellation and tender of shares		(170	)		(2	)		(1,752	)		-			-			-			(1,754	)
BALANCE, December 31, 2023		17,002		$	169		$	143,219		$	-		$	(54,284	)	$	11,009		$	100,113

Table of Contents

~~(a)~~LIGHTSTONE VALUE ~~Distributions~~PLUS ~~per~~REIT ~~share~~II, ~~were $0~~INC.~~30.~~ AND SUBSIDIARIES

~~The~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes~~COMPREHENSIVE ~~are an integral part of these consolidated financial statements.~~INCOME

~~F-6~~(Amounts in thousands)

LIGHTSTONE VALUE PLUS REIT II, INC. AND SUBSIDIARIES

	For the Years Ended December 31,
	2024			2023
Net loss	$	(4,760	)	$	(11,624	)

Other comprehensive loss:
Holding loss on available for sale securities		-			(7	)
Other comprehensive loss		-			(7	)
Comprehensive loss		(4,760	)		(11,631	)

Less: Comprehensive (income)/loss attributable to noncontrolling interests		(42	)		123

Comprehensive loss attributable to the Company’s common shares	$	(4,802	)	$	(11,508	)

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~notes OFare ~~CASH~~an ~~FLOWS~~integral part of these consolidated financial statements.

~~(Amounts in thousands)~~F-6

	For the Years Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income	$	(11,624	)	$	8,888
Adjustments to reconcile net (loss)/income to net cash provide by operating activities:
Depreciation and amortization		6,659			7,945
Amortization of deferred financing costs		396			328
Impairment charge		5,000			-
Gain on sale of investment property		(449	)		(8,524	)
Unrealized (gain)/loss on marketable equity securities		(25	)		380
Gain on forgiveness of debt		-			(3,791	)
Income from investments in unconsolidated affiliated entities		(32	)		(3,358	)
Other non-cash adjustments		302			486
Changes in assets and liabilities:
Decrease/(increase) in accounts receivable and other assets		1,307			(1,508	)
(Decrease)/increase in accounts payable and other accrued expenses		(778	)		1,499
Decrease in due to related party		(102	)		(82	)
Cash provided by operating activities		654			2,263
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment property		(1,056	)		(843	)
Purchase of noncontrolling interest in a subsidiary		-			(20	)
Purchase of marketable securities		(8,511	)		(887	)
Proceeds from sale of marketable securities		3,436			3,015
Proceeds from sale of investment property, net of closing costs		26,803			36,744
Contributions to unconsolidated affiliated entities		(445	)		-
Distributions from unconsolidated affiliated entities		855			7,523
Cash provided by investing activities		21,082			45,532
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on mortgages payable		(118,485	)		(17,979	)
Payments on margin loan, net		-			(2,292	)
Payment of loan fees and expenses		(1,090	)		(397	)
Proceeds received from mortgages payable		101,818			-
Redemption, cancellation and tender of common shares		(1,754	)		(1,413	)
Distributions to common stockholders		(3,845	)		-
Contributions from noncontrolling interests		68			-
Distributions to noncontrolling interests		(273	)		(107	)
Cash used in financing activities		(23,561	)		(22,188	)
Change in cash, cash equivalents and restricted cash		(1,825	)		25,607
Cash, cash equivalents and restricted cash, beginning of year		42,566			16,959
Cash, cash equivalents and restricted cash, end of year	$	40,741		$	42,566

Table of Contents

~~See~~LIGHTSTONE VALUE ~~Note~~PLUS 2REIT ~~for~~II, ~~supplemental~~INC. ~~cash~~AND ~~flow information.~~SUBSIDIARIES

~~The~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes~~STOCKHOLDERS’ ~~are an integral part of these consolidated financial statements.~~EQUITY

~~F-7~~(Amounts in thousands)

LIGHTSTONE VALUE PLUS REIT II, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 (Dollar amounts in thousands, except per share/unit data and where indicated in millions)

	Common Stock						Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Noncontrolling			Total Stockholders’
	Shares			Amount			Capital			Income			Deficit			Interests			Equity
BALANCE, December 31, 2022		17,172		$	171		$	144,971		$	7		$	(37,663	)	$	11,337		$	118,823

Net loss		-			-			-			-			(11,501	)		(123	)		(11,624	)
Other comprehensive loss		-			-			-			(7	)		-			-			(7	)
Contributions of noncontrolling interests		-			-			-			-			-			68			68
Distributions paid to noncontrolling interests		-			-			-			-			-			(273	)		(273	)
Distributions declared ^(a)		-			-			-			-			(5,120	)		-			(5,120	)
Redemption, cancellation and tender of shares		(170	)		(2	)		(1,752	)		-			-			-			(1,754	)

BALANCE, December 31, 2023		17,002		$	169		$	143,219		$	-		$	(54,284	)	$	11,009		$	100,113

(a) Distributions per share were $0.30.

Net loss		-			-			-			-			(4,802	)		42			(4,760	)
Contributions of noncontrolling interests		-			-						-			-			9			9
Distributions paid to noncontrolling interests		-			-			-			-			-			(14	)		(14	)
Distributions declared ^(a)		-			-			-			-			(4,869	)		-			(4,869	)
Redemption, cancellation and tender of shares		(893	)		(9	)		(5,814	)		-			-			-			(5,823	)

BALANCE, December 31, 2024		16,109		$	160		$	137,405		$	-		$	(63,955	)	$	11,046		$	84,656

1.(a) ~~Business~~Distributions ~~and~~per ~~Structure~~share were $0.30.

~~Lightstone~~The accompanying ~~Value~~notes ~~Plus~~are ~~REIT~~an ~~II,~~integral ~~Inc.~~part ~~(“Lightstone~~of ~~REIT~~these ~~II”),~~consolidated isfinancial ~~a Maryland corporation formed on April 28, 2008, which elected to qualify as a real estate investment trust (“REIT”) for United States (the “U~~statements.~~S.”) federal income tax purposes beginning with the taxable year ended December 31, 2009.~~

Lightstone REIT II is structured as an umbrella partnership REIT, or UPREIT, and substantially all of its current and future business will be conducted through Lightstone Value Plus REIT II LP, a Delaware limited partnership (the “Operating Partnership”). As of December 31, 2023, Lightstone REIT II held an approximately 99% general partnership interest in the Operating Partnership’s common units.F-7

~~Lightstone~~Table ~~REIT II and the Operating Partnership and its subsidiaries are collectively referred to as the “Company” and the use~~ of “we,” “our,” “us” or similar pronouns in these consolidated financial statements refers to Lightstone REIT II, its Operating Partnership or the Company as required by the context in which such pronoun is used.Contents

~~Through~~LIGHTSTONE VALUE ~~the~~PLUS ~~Operating~~REIT ~~Partnership~~II, ~~the Company owns and operates commercial properties and makes real estate-related investments~~INC. ~~Since~~AND its inception, the Company has primarily acquired and operated commercial hospitality properties, principally consisting of limited service-hotels all located in the U.S. Although the Company has historically acquired hotels, it has and may continue to purchase other types of real estate. Assets other than hotels may include, without limitation, office buildings, shopping centers, business and industrial parks, manufacturing facilities, single-tenant properties, multifamily properties, student housing properties, warehouses and distribution facilities and medical/life sciences office buildings. The Company’s real estate investments are held by it alone or jointly with other parties. In addition, the Company may invest up to 20% of its net assets in collateralized debt obligations, commercial mortgage-backed securities (“CMBS”) and mortgage and mezzanine loans secured, directly or indirectly, by the same types of properties which it may acquire directly. Although most of its investments are these types, the Company may invest in whatever types of real estate or real estate-related investments that it believes are in its best interests. The Company evaluates all of its real estate investments as one operating segment. The Company currently intends to hold its investments until such time as it determines that a sale or other disposition appears to be advantageous to achieve its investment objectives or until it appears that the objectives will not be met.SUBSIDIARIES

AsCONSOLIDATED STATEMENTS ofOF ~~December 31,~~CASH 2023, the Company (i) majority owned and consolidated the operating results and financial condition of 10 limited service hotels containing a total of 1,352 rooms, (ii) held an unconsolidated 48.6% membership interest in Brownmill, LLC (the “Brownmill Joint Venture”), an affiliated entity that owns two retail properties, and (iii) held an unconsolidated 50% membership interest in LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”), an affiliated real estate entity that owns one hotel. The Company accounts for its membership interests in the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture under the equity method of accounting.FLOWS

The Brownmill Joint Venture owns Browntown Shopping Center, located in Old Bridge, New Jersey, and Millburn Mall, located in Vauxhaull, New Jersey. The Hilton Garden Inn Joint Venture owns a 183-room, limited service hotel (~~the “Hilton Garden Inn – Long Island City) located~~ Amounts in ~~the Long Island City neighborhood in the Queens borough of New York City. Both the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture are between the Company and related parties.~~thousands)

As of December 31, 2023, five of the Company’s consolidated limited service hotels are held in LVP Holdco JV LLC (the “Hotel Joint Venture”), a joint venture formed between the Company and Lightstone Value Plus REIT I, Inc. (“Lightstone REIT I”), a related party REIT also sponsored by The Lightstone Group, LLC (the “Sponsor”). The Company and Lightstone REIT I have 97.5% and 2.5% membership interests in the Hotel Joint Venture, respectively. Additionally, as of December 31, 2023, one of the Company’s consolidated hotels also has ownership interests held by unrelated minority owners. The membership interests of Lightstone REIT I and the unrelated minority owners are accounted for as noncontrolling interests.

	For the Years Ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,760	)	$	(11,624	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		5,846			6,659
Amortization of deferred financing costs		363			396
Impairment charge		-			5,000
Gain on sale of investment property		-			(449	)
Unrealized gain on marketable equity securities		(160	)		(25	)
Income from investments in unconsolidated affiliated entities		(174	)		(32	)
Other non-cash adjustments		70			302
Changes in assets and liabilities:
Decrease in accounts receivable and other assets		420			1,307
Decrease in accounts payable and other accrued expenses		(367	)		(778	)
Increase/(decrease) in due to related party		2			(102	)
Net cash provided by operating activities		1,240			654

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment property		(849	)		(1,056	)
Purchase of marketable securities		(4,735	)		(8,511	)
Proceeds from sale of marketable securities		4,000			3,436
Proceeds from sale of investment property, net of closing costs		-			26,803
Contributions to unconsolidated affiliated entities		(74	)		(445	)
Distributions from unconsolidated affiliated entities		2,517			855
Net cash provided by investing activities		859			21,082

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on mortgage payable		-			(118,485	)
Payment of loan fees and expenses		-			(1,090	)
Proceeds received from mortgage payable		-			101,818
Redemption, cancellation and tender of common shares		(5,823	)		(1,754	)
Distributions to common stockholders		(4,935	)		(3,845	)
Contributions from noncontrolling interests		9			68
Distributions to noncontrolling interests		(14	)		(273	)
Net cash used in financing activities		(10,763	)		(23,561	)

Change in cash, cash equivalents and restricted cash		(8,664	)		(1,825	)
Cash, cash equivalents and restricted cash, beginning of year		40,741			42,566
Cash, cash equivalents and restricted cash, end of year	$	32,077		$	40,741

See Note 2 for supplemental cash flow information.

~~F-8~~The accompanying notes are an integral part of these consolidated financial statements.

~~The~~Table Company’s advisor is Lightstone Value Plus REIT II LLC (the “Advisor”), which is majority owned by David Lichtenstein. On May 20, 2008, the Advisor contributed $2 to the Operating Partnership in exchange for 200 limited partner common units in the Operating Partnership. The Advisor also owns 20,000 shares of ~~the Company’s common stock (“Common Shares”) which were issued on May~~Contents 20, 2008 for $200, or $10.00 per share. Mr. Lichtenstein also is a majority owner of the equity interests of the Sponsor, which served as the Company’s sponsor during its initial public offering and follow-on offering (collectively, “the Offerings”), which terminated on August 15, 2012 and September 27, 2014, respectively. The Advisor, pursuant to the terms of an advisory agreement, together with the Company’s board of directors (the “Board of Directors”), is primarily responsible for making investment decisions on behalf of the Company and managing its day-to-day operations. Through his ownership and control of the Sponsor, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP II LLC, a Delaware limited liability company (the “Associate General Partner”), which owns 177 subordinated profits interests (“Subordinated Profits Interests”) in the Operating Partnership, which were acquired, at a cost of $100,000 per unit, or aggregate consideration of $17.7 million in connection with the Company’s Offerings. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT II or the Operating Partnership.

~~The~~LIGHTSTONE ~~Company~~VALUE ~~has~~PLUS REIT ~~no employees. The Company is dependent on the Advisor and certain affiliates of the Sponsor for performing a full range of services that are essential to it~~II, including asset management, property management (excluding our hospitality properties, which are each managed by an unrelated third party property manager) and acquisition, disposition and financing activities, and other general administrative responsibilities, such as tax, accounting, legal, information technology and investor relations servicesINC. IfAND ~~the Advisor and certain affiliates of the Sponsor are unable to provide these services to the Company, it would be required to provide the services itself or obtain the services from other parties.~~SUBSIDIARIES

~~The~~NOTES ~~Company’s~~TO ~~Common~~CONSOLIDATED FINANCIAL Shares are not currently listed on a national securities exchange. The Company may seek to list its Common Shares for trading on a national securities exchange only if a majority of its independent directors believe listing would be in the best interest of its stockholders. The Company does not intend to list its shares at this time. The Company does not anticipate that there would be any active market for its Common Shares until they are listed for trading.STATEMENTS

OnFor ~~January 17, 2023,~~ the ~~Company’s~~Years ~~stockholders~~Ended ~~approved~~December 31, an2024 ~~amendment~~ and restatement to the Company’s charter pursuant to which the Company is no longer required to either (a) amend its charter to extend the deadline to begin the process of achieving a liquidity event, or (b) hold a stockholders meeting to vote on a proposal for an orderly liquidation of its portfolio.2023

~~Noncontrolling~~(Dollar ~~Interests~~amounts –in thousands, except per share/unit data and where indicated in millions)

~~Partners~~ of1. ~~the~~Organization ~~Operating~~and ~~Partnership~~Structure

~~Limited~~Lightstone Value ~~Partner~~Plus REIT II, Inc. (“Lightstone REIT II”), is a Maryland corporation formed on April 28, 2008, which elected to qualify as a real estate investment trust (“REIT”) for United States (the “U.S.”) federal income tax purposes beginning with the taxable year ended December 31, 2009.

OnLightstone REIT ~~May 20,~~II ~~2008,~~is ~~the~~structured ~~Advisor~~as ~~contributed~~an $2umbrella topartnership ~~the~~REIT, ~~Operating~~or ~~Partnership~~UPREIT, inand ~~exchange~~substantially ~~for~~all ~~200~~of ~~limited~~its ~~partner~~current ~~common~~and ~~units~~future inbusiness ~~the~~will ~~Operating~~be ~~Partnership.~~conducted through ~~The~~Lightstone ~~Advisor~~Value ~~has~~Plus ~~the~~REIT ~~right~~II toLP, ~~convert~~a ~~its~~Delaware limited ~~partner~~partnership ~~common~~(the ~~units~~“Operating ~~into~~Partnership”). ~~cash~~As orof December 31, 2024, atLightstone ~~the~~REIT ~~Company’s~~II ~~option,~~held an ~~equal~~approximately 99% general ~~number~~partnership ofinterest ~~Common~~in ~~Shares~~the Operating Partnership’s common units.

~~Associate~~Lightstone REIT ~~General~~II ~~Partner~~and the Operating Partnership and its subsidiaries are collectively referred to as the “Company” and the use of “we,” “our,” “us” or similar pronouns in these consolidated financial statements refers to Lightstone REIT II, its Operating Partnership or the Company as required by the context in which such pronoun is used.

InThrough the ~~connection~~Operating ~~with~~Partnership, the Company’s ~~Offerings,~~owns ~~the~~and ~~Sponsor~~operates commercial properties and makes real estate-related investments. Since its ~~wholly~~inception, the ~~owned~~Company ~~subsidiary~~has primarily acquired and operated commercial hospitality properties, ~~Lightstone~~principally ~~Holdings~~consisting ~~LLC~~of ~~(“LGH”)~~limited service-hotels all located in the U.S. Although the Company has historically acquired hotels, ~~contributed~~it ~~(i)~~has ~~cash~~and may continue to purchase other types of ~~$12~~real estate.9 Assets ~~million~~other than hotels may include, without limitation, office buildings, shopping centers, business and ~~(ii)~~industrial ~~equity~~parks, ~~interests~~manufacturing facilities, ~~totaling~~single-tenant ~~48.6%~~properties, inmultifamily ~~the~~properties, ~~Brownmill~~student ~~Joint~~housing ~~Venture~~properties, ~~which~~warehouses ~~were~~and ~~valued~~distribution atfacilities $4and medical/life sciences office buildings.8 ~~million,~~The toCompany’s ~~the~~real ~~Operating~~estate ~~Partnership~~investments inare ~~exchange~~held ~~for~~by it ~~issuing~~alone ~~177~~or ~~Subordinated~~jointly ~~Profits~~with ~~Interests~~other inparties. In addition, the ~~Operating~~Company ~~Partnership~~may invest up to 20% of its net assets in collateralized debt obligations, commercial mortgage-backed securities (“CMBS”) and mortgage and mezzanine loans secured, directly or indirectly, by the ~~Associate~~same ~~General~~types ~~Partner~~of atproperties awhich ~~cost~~it may acquire directly. Although most of ~~$100,000~~its ~~per~~investments ~~unit~~are these types, ~~with~~the anCompany ~~aggregate~~may ~~value~~invest in whatever types of ~~$17~~real estate or real estate-related investments that it believes are in its best interests.7 ~~million~~The Company evaluates all of its real estate investments as one operating segment. The Company currently intends to hold its investments until such time as it determines that a sale or other disposition appears to be advantageous to achieve its investment objectives or until it appears that the objectives will not be met.

FAs of December 31, 2024, the Company (i) majority owned and consolidated the operating results and financial condition of 10 limited service hotels containing a total of 1,352 rooms, (ii) held an unconsolidated 48.6% membership interest in Brownmill, LLC (the “Brownmill Joint Venture”), an affiliated real estate entity that owns two retail properties, and (iii) held an unconsolidated 50% membership interest in LVP LIC Hotel JV LLC (the “Hilton Garden Inn Joint Venture”), an affiliated real estate entity that owns one limited-9service hotel. The Company accounts for its membership interests in the Brownmill Joint Venture and the Hilton Garden Inn Joint Venture under the equity method of accounting.

~~LIGHTSTONE~~The Brownmill ~~VALUE~~Joint ~~PLUS~~Venture ~~REIT~~owns IIBrowntown Shopping Center, ~~INC~~located in Old Bridge, New Jersey, and Millburn Mall, located in Vauxhaull, New Jersey. ~~AND~~The ~~SUBSIDIARIES~~Brownmill ~~NOTES~~Joint TOVenture ~~CONSOLIDATED~~is ~~FINANCIAL~~between ~~STATEMENTS~~the ~~For~~Company and Lightstone Holdings LLC (“LGH”), a wholly-owned subsidiary of the ~~Years~~Lightstone ~~Ended~~Group ~~December~~LLC 31(the “Sponsor”), ~~2023~~and a related party. The Company and ~~2022~~LGH ~~(Dollar~~have ~~amounts~~48.6% and 51.4% membership interests in ~~thousands~~the Brownmill Joint Venture, ~~except~~respectively. ~~per~~The ~~share/unit~~Hilton ~~data~~Garden ~~and~~Inn ~~where~~Joint ~~indicated~~Venture owns a 183-room, limited-service hotel (the “Hilton Garden Inn – Long Island City”) located in ~~millions~~the Long Island City neighborhood in the Queens borough of New York City. The Hilton Garden Inn Joint Venture is between the Company and Lightstone Value Plus REIT III, Inc. (“Lightstone REIT III”), a related party REIT, which is sponsored by the Sponsor.

As the indirect majority owner of the Associate General Partner, Mr. Lichtenstein is the beneficial owner of a 99% interest in such Subordinated Profits Interests and thus receives an indirect benefit from any distributions made in respect thereof.F-9

~~These~~Table ~~Subordinated Profits Interests may entitle the Associate General Partner to a portion~~ of any regular distributions that the Company makes to its stockholders, but only after its stockholders have received a stated preferred return. However, there have been no distributions declared on the Subordinated Profits Interests for any periods after DecemberContents 31, 2019. Since the Company’s inception through December 31, 2023, the cumulative distributions declared and paid on the Subordinated Profits Interests were $7.9 million. Any future distributions on the Subordinated Profits Interests will always be subordinated until stockholders receive a stated preferred return.

~~The~~LIGHTSTONE ~~Subordinated~~VALUE ~~Profits~~PLUS REIT Interests may also entitle the Associate General Partner to a portion of any liquidating distributions made by the Operating Partnership. The value of such distributions will depend upon the net proceeds available for distribution upon the liquidation of the Company andII, ~~therefore, cannot be determined at the present time~~INC. ~~Liquidating~~AND ~~distributions to the Associate General Partner will always be subordinated until stockholders receive a distribution equal to their initial investment plus a stated preferred return.~~SUBSIDIARIES

~~Other~~NOTES ~~Noncontrolling~~TO ~~Interests~~CONSOLIDATED FINANCIAL ~~in Consolidated Subsidiaries~~STATEMENTS

~~Other~~For ~~noncontrolling interests consist of~~ the ~~(i)~~Years ~~membership~~Ended ~~interest~~December 31, in2024 ~~the Joint Venture held by Lightstone REIT I~~ and ~~(ii) membership interests held by minority owners in one of the Company’s hotels.~~2023

~~Related~~(Dollar ~~Parties~~amounts in thousands, except per share/unit data and where indicated in millions)

~~The~~As of ~~Company’s~~December ~~Sponsor~~31, ~~Advisor~~2024, ~~and~~five ~~their~~of ~~affiliates,~~the ~~including~~Company’s ~~the~~consolidated ~~Associate~~limited-service ~~General~~hotels ~~Partner~~are ~~and~~held ~~LGH,~~in ~~are~~LVP ~~related~~Holdco ~~parties~~JV ofLLC (the ~~Company~~“Hotel Joint asVenture”), ~~well~~a asjoint ~~the~~venture ~~other~~formed ~~public~~between ~~REITs~~the ~~also~~Company ~~sponsored~~ and~~/or~~ ~~advised~~Lightstone byValue ~~these~~Plus ~~entities.~~REIT ~~Pursuant~~I, toInc. ~~the~~(“Lightstone ~~terms~~REIT ~~of various agreements~~I”), a ~~certain~~related ofparty ~~these~~REIT ~~entities~~also ~~are~~sponsored ~~entitled~~by toSponsor. ~~compensation~~The Company and ~~reimbursement~~Lightstone ~~for~~REIT ~~services~~I have 97.5% and ~~costs~~2.5% ~~incurred~~membership ~~related~~interests toin the ~~investment~~Hotel Joint Venture, ~~development~~respectively. Additionally, ~~management~~as ~~and~~of ~~disposition~~December 31, 2024, one of the Company’s ~~assets.~~consolidated ~~The~~limited-service ~~compensation~~hotels isalso has ~~generally~~ownership ~~based~~interests onheld ~~the~~by ~~cost~~unrelated ofminority ~~acquired~~owners. ~~properties/investments~~The ~~and~~membership ~~the~~interests ~~annual~~of ~~revenue~~Lightstone ~~earned~~REIT ~~from~~I ~~such properties/investments,~~ and ~~other~~the ~~such~~unrelated ~~fees~~minority ~~and~~owners are ~~expense~~accounted ~~reimbursements~~for as ~~outlined~~noncontrolling interests in ~~each~~the ofCompany’s ~~the~~consolidated ~~respective~~financial ~~agreements~~statements.

~~See~~The Company’s ~~Notes~~advisor 4is Lightstone Value Plus REIT II LLC (the “Advisor”), which is majority owned by David Lichtenstein. On May 20, 2008, the Advisor contributed $2 to the Operating Partnership in exchange for 200 limited partner common units (“Common Units”) in the Operating Partnership. The Advisor also owns 20,000 shares of the Company’s common stock (“Common Shares”) which were issued on May 20, 2008 for $200, or $10.00 per share. Mr. Lichtenstein also is a majority owner of the equity interests of the Sponsor, which served as the Company’s sponsor during its initial public offering and 8follow-on offering (collectively, “the Offerings”), which terminated on August 15, 2012 and September 27, 2014, respectively. The Advisor, pursuant to the terms of an advisory agreement, together with the Company’s board of directors (the “Board of Directors”), is primarily responsible for ~~additional~~making ~~information~~investment decisions on behalf of the Company and managing its day-to-day operations. Through his ownership and control of the Sponsor, Mr. Lichtenstein is the indirect owner and manager of Lightstone SLP II LLC, a Delaware limited liability company (the “Associate General Partner”), which owns 177 subordinated profits interests (“Subordinated Profits Interests”) in the Operating Partnership, which were acquired, at a cost of $100,000 per unit, or aggregate consideration of $17.7 million in connection with the Company’s Offerings. Mr. Lichtenstein also acts as the Company’s Chairman and Chief Executive Officer. As a result, he exerts influence over but does not control Lightstone REIT II or the Operating Partnership.

2The Company has no employees. ~~Summary~~The Company is dependent on the Advisor and certain affiliates of ~~Significant~~the ~~Accounting~~Sponsor ~~Policies~~for performing a full range of services that are essential to it, including asset management, property management (excluding our hospitality properties, which are managed by unrelated third-party property managers) and acquisition, disposition and financing activities, and other general administrative responsibilities, such as tax, accounting, legal, information technology and investor relations services. If the Advisor and certain affiliates of the Sponsor are unable to provide these services to the Company, it would be required to provide the services itself or obtain the services from other parties.

~~Principles~~The Company’s Common Shares are not currently listed on a national securities exchange. The Company may seek to list its Common Shares for trading on a national securities exchange only if a majority of ~~Consolidation~~its ~~and~~independent ~~Basis~~directors believe listing them would be in the best interest of ~~Presentation~~its stockholders. However, the Company does not intend to list its Common Shares at this time. The Company does not anticipate that there would be any active market for its Common Shares until they are listed for trading.

~~The~~On January 17, ~~consolidated~~2023, ~~financial statements include~~ the ~~accounts~~Company’s ofstockholders ~~Lightstone~~approved ~~REIT~~an IIamendment and ~~the~~restatement ~~Operating~~to ~~Partnership~~the ~~and~~Company’s ~~its~~charter ~~subsidiaries~~pursuant to ~~(over~~ which ~~Lightstone~~the ~~REIT~~Company IIis ~~exercises~~no ~~financial~~longer ~~and~~required ~~operating~~to ~~control~~either (a). Asamend ofits ~~December 31,~~charter ~~2023,~~to ~~Lightstone~~extend ~~REIT~~the IIdeadline ~~had~~to begin the process of achieving a liquidity ~~99%~~event, ~~general~~or ~~partnership~~(b) ~~interest~~hold ina ~~the~~stockholders ~~Operating~~meeting ~~Partnership.~~to ~~All~~vote ~~inter-company~~on ~~balances~~a ~~and~~proposal ~~transactions~~for ~~have~~an ~~been~~orderly ~~eliminated~~liquidation inof ~~consolidation~~its portfolio.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of investment property and investments in other unconsolidated real estate entities and depreciable lives of longF-~~lived assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.~~10

~~Investments~~Table inof other unconsolidated real estate entities where the Company has the ability to exercise significant influence, but does not exercise financial and operating control and is not considered to be the primary beneficiary are accounted for using the equity method.Contents

~~F-10~~LIGHTSTONE VALUE PLUS REIT II, INC. AND SUBSIDIARIES

~~LIGHTSTONE VALUE PLUS REIT II, INC. AND SUBSIDIARIES~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~For the Years Ended December 31, 2023 and 2022 (Dollar amounts in thousands, except per share/unit data and where indicated in millions)~~

~~Cash~~For ~~and~~the ~~Cash~~Years ~~Equivalents~~Ended ~~and~~December 31, ~~Restricted~~2024 ~~Cash~~and 2023

~~The~~(Dollar ~~Company~~amounts ~~considers~~in ~~all~~thousands, except ~~highly~~per ~~liquid~~share/unit ~~investments~~data ~~with~~and anwhere ~~original~~indicated ~~maturity~~in ~~of three months or less when purchased to be cash equivalents.~~millions)

As required by the Company’s lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, debt service payments, insurance and other reserves for certain of our properties. Capital reserves are typically utilized for non-operating expenses such as major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. Noncontrolling Interests

~~The following is a summary~~ Partners of the ~~Company’s~~Operating ~~cash, cash equivalents, and restricted cash total as presented in our statements of cash flows for the periods presented:~~Partnership

Summary of supplemental cash flow information
	Year Ended December 31,
	2023		2022
Cash and cash equivalents	$	36,192	$	42,233
Restricted cash		4,549		333
Total cash, cash equivalents and restricted cash	$	40,741	$	42,566
Supplemental disclosure of cash flow information:
Cash paid for interest	$	7,649	$	6,107
Cash paid for taxes	$	1,402	$	212
Distributions declared but not paid	$	1,275	$	-
Holding loss on available for sale securities	$	7	$	7

Limited Partner

~~Marketable~~On May 20, ~~Securities~~2008, the Advisor contributed $2 to the Operating Partnership in exchange for 200 Common Units in the Operating Partnership. The Advisor has the right to convert its Common Units into cash or, at the Company’s option, an equal number of Common Shares.

~~Marketable~~Associate General securities consist of equity and debt securities that are designated as available-for-sale. The Company’s marketable debt securities consist solely of U.S. Treasury Bills, are recorded at fair value and unrealized holding gains or losses are reported as a component of accumulated other comprehensive income. The Company’s marketable equity securities are recorded at fair value and unrealized holding gains and losses are recognized on the consolidated statements of operations.Partner

~~Realized~~In connection ~~gains~~with orthe ~~losses~~Company’s ~~resulting~~Offerings, ~~from~~ the ~~sale~~Sponsor and LGH contributed (i) cash of ~~these~~$12.9 million ~~securities~~and ~~are~~(ii) ~~determined~~equity ~~based~~interests totaling 48.6% in onthe Brownmill Joint Venture, which were valued at $4.8 million, respectively, to the ~~specific~~Operating ~~identification~~Partnership in ofexchange for it issuing 177 Subordinated Profits Interests in the ~~securities~~Operating ~~sold~~Partnership to the Associate General Partner at a cost of $100,000 per unit, with an aggregate value of $17.7 million.

~~Revenue~~As the ~~Recognition~~indirect majority owner of the Associate General Partner, Mr. Lichtenstein is the beneficial owner of a 99% interest in such Subordinated Profits Interests and thus receives an indirect benefit from any distributions made in respect thereof.

~~Revenues~~These Subordinated ~~consist~~Profits Interests may entitle the Associate General Partner to a portion of ~~amounts~~any ~~derived~~regular ~~from~~distributions ~~hotel~~that ~~operations~~the Company makes to its stockholders, ~~including~~but ~~occupied~~only ~~hotel~~after ~~rooms~~its ~~and~~stockholders ~~sales~~have ofreceived ~~food~~a stated preferred return. However, ~~beverage~~there ~~and~~have ~~other~~been ~~ancillary~~no ~~services~~distributions declared ~~and~~on ~~are~~the ~~presented~~Subordinated Profits Interests for any periods after December 31, 2019. Since the Company’s inception through December 31, 2024, the cumulative distributions declared and paid on athe ~~disaggregated~~Subordinated ~~basis~~Profits ~~below~~Interests were $7.9 ~~Revenues~~million. ~~are~~Any ~~recorded~~future distributions ~~net~~on ofthe ~~any~~Subordinated ~~sales~~Profits orInterests ~~occupancy~~will ~~tax~~always ~~collected~~be ~~from~~subordinated ~~our~~until ~~guests~~stockholders receive a stated preferred return.

~~Room~~The Subordinated ~~revenue~~Profits isInterests ~~generated~~may ~~through~~also ~~contracts~~entitle ~~with customers whereby~~ the ~~customers~~Associate ~~agree~~General Partner to ~~pay~~ a ~~daily~~portion ~~rate~~of ~~for~~any ~~right~~liquidating todistributions ~~use~~made aby ~~hotel~~the Operating ~~room~~Partnership. The ~~Company’s~~value ~~contract performance obligations are fulfilled at the end~~ of ~~the~~such ~~day~~distributions ~~that~~will ~~the~~depend ~~customer~~upon ~~is provided~~ the ~~room~~net ~~and~~proceeds ~~revenue~~available isfor ~~recognized~~distribution ~~daily~~upon at the ~~contract rate. Payment from the customer is secured at the end~~ liquidation of the ~~contract upon check-out by the customer from our hotel. The~~ Company ~~participates~~and, intherefore, ~~frequent~~cannot ~~guest~~be ~~programs~~determined ~~sponsored~~at by the ~~brand~~present ~~owners~~time. ofLiquidating ~~our~~distributions ~~hotels whereby the brand owner allows guests~~ to ~~earn loyalty points during their hotel stay. The Company recognizes revenue at~~ the ~~amount~~Associate ~~earned~~General ~~that~~Partner it will always ~~receive~~be ~~from~~subordinated ~~the~~until ~~brand~~stockholders ~~owner~~receive ~~when~~ a ~~guest~~distribution ~~redeems~~equal to their ~~loyalty~~initial ~~points~~investment byplus ~~staying~~a atstated ~~one~~preferred ~~of the Company’s hotels~~return.

~~F-11~~Other Noncontrolling Interests in Consolidated Subsidiaries

~~LIGHTSTONE~~Other noncontrolling ~~VALUE~~interests ~~PLUS~~consist ~~REIT~~of ~~II,~~the ~~INC.~~(i) ~~AND~~membership ~~SUBSIDIARIES~~interest ~~NOTES~~in TOthe ~~CONSOLIDATED~~Hotel ~~FINANCIAL~~Joint ~~STATEMENTS~~Venture ~~For~~held ~~the~~by ~~Years~~Lightstone ~~Ended~~REIT ~~December~~I ~~31, 2023~~ and ~~2022~~ (~~Dollar~~ii) ~~amounts~~membership interests inheld ~~thousands,~~by ~~except~~minority ~~per~~owners ~~share/unit~~in ~~data~~one ~~and~~of ~~where~~the ~~indicated~~Company’s inlimited-service ~~millions)~~hotels.

Revenue from food, beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized when these goods or services are provided to the customer and the Company’s contract performance obligations have been fulfilled.F-11

~~Some~~Table ~~contracts~~of for rooms, food, beverage or other services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The contract liabilities are not significant.Contents

~~The~~LIGHTSTONE ~~Company~~VALUE ~~notes~~PLUS REIT ~~no significant judgments regarding the recognition of room~~II, ~~food~~INC. ~~and~~AND ~~beverage or other revenues.~~SUBSIDIARIES

~~The~~NOTES ~~following~~TO ~~table~~CONSOLIDATED FINANCIAL ~~represents the total revenues from hotel operations on a disaggregated basis:~~STATEMENTS

Schedule of total revenues from hotel operations on a disaggregated basis
	For the Year Ended December 31,
	2023		2022
Revenues
Room	$	50,815	$	52,744
Food, beverage and other		2,817		2,517
Total revenues	$	53,632	$	55,261

For the Years Ended December 31, 2024 and 2023

~~Accounts~~(Dollar ~~Receivable~~amounts in thousands, except per share/unit data and where indicated in millions)

Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses.Related Parties

~~Investment~~The Company’s Sponsor, Advisor and their affiliates, including the Associate General Partner and LGH, are related parties of the Company as well as the other public REITs also sponsored and/or advised by these entities. Pursuant to the terms of various agreements, certain of these entities are entitled to compensation and reimbursement for services and costs incurred related to the investment, development, management and disposition of the Company’s assets. The compensation is generally based on the cost of acquired properties/investments and the annual revenue earned from such properties/investments, and other such fees and expense reimbursements as outlined in ~~Real~~each ~~Estate~~of the respective agreements.

~~Accounting~~See Notes 4 and 8 for ~~Asset~~additional ~~Acquisitions~~information.

~~When~~ the Company makes an investment in real estate assets, the cost of real estate assets acquired in an asset acquisition are allocated to the acquired tangible assets, consisting of land, building and improvements, furniture and fixtures and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, acquired in-place leases, and the value of tenant relationships, based in each case on their relative fair values, at the date of acquisition, based on evaluation of information and estimates available at that date, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other relevant market data2. ~~Fees~~Summary ~~incurred related to asset acquisitions are capitalized as part~~ of ~~the~~Significant ~~cost~~Accounting ~~of the investment.~~Policies

~~Carrying~~Principles of ~~Value~~Consolidation and Basis of ~~Assets~~Presentation

The consolidated ~~amounts~~financial ~~capitalized~~statements asinclude athe ~~result~~accounts of ~~periodic~~Lightstone ~~improvements~~REIT II and ~~additions~~the toOperating ~~real~~Partnership ~~estate property, when applicable,~~ and ~~the~~its ~~periods~~subsidiaries (over which ~~the~~Lightstone ~~assets~~REIT ~~are~~II ~~depreciated~~exercises orfinancial ~~amortized,~~and ~~are~~operating ~~determined~~control). ~~based~~As ~~on the application~~ of ~~accounting~~December ~~standards~~31, ~~that~~2024, ~~may~~Lightstone ~~require~~REIT ~~estimates~~II ashad toa ~~fair~~99% ~~value~~general ~~and~~partnership interest ~~the~~in ~~allocation of various costs to~~ the ~~individual~~Operating ~~assets~~Partnership. ~~Differences~~All ininter-company ~~the~~balances ~~amount~~and ~~attributed~~transactions tohave ~~the~~been ~~assets~~eliminated ~~can be significant based upon the assumptions made~~ in ~~calculating these estimates~~consolidation.

~~Impairment~~The consolidated ~~Evaluation~~financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of investment property and investments in other unconsolidated real estate entities and depreciable lives of long-lived assets. Application of these assumptions requires the exercise of judgment as to future uncertainties and, as a result, actual results could differ from these estimates.

~~The~~Investments in ~~Company~~other ~~evaluates~~unconsolidated ~~its investments in~~ real estate ~~assets~~entities ~~for~~where ~~potential~~the ~~impairment~~Company ~~whenever~~has ~~events or changes in circumstances indicate that~~ the ~~undiscounted~~ability ~~projected~~to ~~cash~~exercise ~~flows~~significant ~~are~~influence, ~~less~~but ~~than~~does ~~the~~not ~~carrying~~exercise financial ~~amount~~and ~~for~~operating acontrol ~~particular~~and ~~property.~~is ~~The~~not ~~Company~~considered ~~evaluates~~to be the ~~recoverability~~primary ofbeneficiary ~~its~~are ~~investments~~accounted infor ~~real~~using ~~estate assets at~~ the ~~lowest~~equity ~~identifiable level,~~method.

~~F-12~~Cash and Cash Equivalents and Restricted Cash

~~LIGHTSTONE~~The Company ~~VALUE~~considers ~~PLUS~~all ~~REIT~~highly ~~II,~~liquid ~~INC.~~investments ~~AND~~with ~~SUBSIDIARIES~~an ~~NOTES~~original TOmaturity ~~CONSOLIDATED~~of ~~FINANCIAL~~three ~~STATEMENTS~~months ~~For~~or ~~the~~less ~~Years~~when ~~Ended~~purchased ~~December~~to ~~31,~~be ~~2023~~cash ~~and 2022 (Dollar amounts in thousands, except per share/unit data and where indicated in millions)~~equivalents.

~~which is primarily at the individual property~~As ~~level.~~required Noby ~~single indicator would necessarily result in~~ the Company ~~preparing an estimate to determine if an individual property~~’s ~~future~~lenders, ~~undiscounted~~restricted cash ~~flows~~is ~~are~~held ~~less~~in ~~than~~escrow ~~its~~accounts ~~carrying~~for ~~value.~~anticipated ~~The~~capital ~~Company~~expenditures, ~~uses~~real ~~judgment to determine if the~~estate ~~severity of any single indicator~~taxes, ordebt ~~the~~service ~~fact that there are a number of indicators of less severity that when combined~~payments, ~~would result~~insurance inand another ~~indication~~reserves ~~that~~for acertain ~~property requires an estimate~~ of ~~the~~our ~~undiscounted cash flows to determine if an impairment has occurred~~properties. ~~Relevant~~Capital ~~facts~~reserves and circumstances include, among others, significant underperformance relative to historical or projected future operating results and significant negative industry, geographic or economic trends. The undiscounted projected cash flows used for the impairment analysis are ~~subjective~~ ~~and~~typically ~~require~~utilized ~~the Company to use its judgment and the determination of estimated fair value are based on the Company’s plans~~ for ~~the respective assets and the Company’s views of market and economic conditions. The estimates~~ ~~consider~~non-operating ~~matters~~expenses such as ~~future~~major ~~operating~~capital ~~income,~~expenditures. ~~market and other applicable trends and residual value~~Alternatively, asa ~~well~~lender asmay ~~the~~require ~~effects~~its ~~of demand,~~own ~~competition,~~formula ~~and recent sales data~~ for ~~comparable~~an ~~properties.~~escrow ~~An impairment loss is recognized only if the carrying amount~~ of ~~a property is not recoverable and exceeds its fair value. The Company recorded a $5.0 million impairment loss during the year~~capital ~~ended December 31, 2023 (see Note 3) and no impairment loss during the year ended December 31, 2022~~reserves.

~~Depreciation and Amortization~~F-12

~~Depreciation~~Table ~~expense is computed based on the straight-line method over the estimated useful life~~ of the applicable real estate asset. The Company generally uses estimated useful lives of up to 39 years for buildings and improvements and 5 to 10 years for furniture and fixtures. Expenditures for ordinary maintenance and repairs are charged to expense as incurred.Contents

~~Deferred~~LIGHTSTONE ~~Costs~~VALUE PLUS REIT II, INC. AND SUBSIDIARIES

~~Deferred~~NOTES ~~financing~~TO ~~costs~~CONSOLIDATED FINANCIAL are recorded at cost and consist of loan fees and other costs incurred in issuing debt. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations. Unamortized deferred financing costs are included as a direct deduction from the related debt in the consolidated balance sheets.STATEMENTS

~~Investments~~For inthe ~~Unconsolidated~~Years ~~Entities~~Ended December 31, 2024 and 2023

~~The~~(Dollar ~~Company~~amounts ~~evaluates all investments~~ in ~~other entities for consolidation. The Company considers its percentage interest in the joint venture~~thousands, except ~~evaluation~~per ofshare/unit ~~control~~data and ~~whether~~where aindicated ~~variable~~in interest entity exists when determining whether or not the investment qualifies for consolidation or if it should be accounted for as an unconsolidated investment under the equity method of accounting.millions)

IfThe following anis ~~investment~~a ~~qualifies~~summary ~~for the equity method~~ of ~~accounting,~~ the Company’s ~~investment is recorded initially at cost~~cash, ~~and subsequently adjusted for equity earnings and~~ cash ~~contributions~~equivalents and ~~distributions.~~restricted ~~The~~cash ~~earnings~~total ofas anpresented ~~unconsolidated~~in ~~investment are allocated to~~ its ~~investors~~consolidated ~~in accordance with the provisions~~ statements of ~~the~~cash ~~operating~~flows ~~agreement~~for of the ~~entity.~~periods The allocation provisions in these agreements may differ from the ownership interest held by each investor. Differences, if any, between the carrying amount of the Company’s investment in the respective joint venture and our share of the underlying equity of such unconsolidated entity are amortized over the respective lives of the underlying assets as applicable. These items are reported as a single line item in the statements of operations as earnings from investments in unconsolidated entities.presented:

The Company reviews investments in unconsolidated entities for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. An investment in an unconsolidated entity is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. The ultimate realization of our investment in partially owned entities is dependent on a number of factors including the performance of that entity and market conditions. If the Company determines that a decline in the value of a partially owned entity is other than temporary, it will record an impairment charge.

	Year Ended December 31,
	2024		2023
Cash and cash equivalents	$	27,139	$	36,192
Restricted cash		4,938		4,549
Total cash, cash equivalents and restricted cash	$	32,077	$	40,741

Supplemental disclosure of cash flow information:

Cash paid for interest	$	9,006	$	7,649
Cash paid for taxes	$	195	$	1,402
Distributions declared but not paid	$	1,209	$	1,275
Holding loss on available for sale securities	$	-	$	7

~~F-13~~Marketable Securities

~~LIGHTSTONE~~Marketable securities ~~VALUE~~consist ~~PLUS~~of ~~REIT~~equity ~~II,~~securities ~~INC.~~that ~~AND~~are ~~SUBSIDIARIES~~designated ~~NOTES~~as TOavailable-for-sale. ~~CONSOLIDATED~~The ~~FINANCIAL~~Company’s ~~STATEMENTS~~marketable ~~For~~securities ~~the~~are ~~Years~~recorded at ~~Ended~~fair ~~December~~value ~~31, 2023~~ and ~~2022~~unrealized ~~(Dollar~~holding ~~amounts~~gains inand ~~thousands,~~losses ~~except~~are ~~per~~recognized ~~share/unit~~on ~~data~~the ~~and~~consolidated ~~where~~statements ~~indicated~~of ~~in millions)~~operations.

~~Tax~~Realized gains ~~Status~~or ~~and~~losses ~~Income~~resulting ~~Taxes~~from the sale of these securities are determined based on the specific identification of the securities sold.

The Company elected to be taxed and qualify as a REIT commencing with the taxable year ended December 31, 2009. As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its stockholders. To maintain its REIT qualification under the Internal Revenue Code of 1986, as amended, or the Code, the Company must meet a number of organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. If the Company fails to remain qualified for taxation as a REIT in any subsequent year and does not qualify for certain statutory relief provisions, its income for that year will be taxed at regular corporate rates, and it may be precluded from qualifying for treatment as a REIT for the four-year period following its failure to qualify as a REIT. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. Additionally, even if the Company continues to qualify as a REIT for U.S. federal income tax purposes, it may still be subject to some U.S. federal, state and local taxes on its income and property and to U.S. federal income taxes and excise taxes on its undistributed income, if any. Recognition

ToRevenues consist ~~maintain~~of ~~its~~amounts ~~qualification~~derived asfrom ahotel ~~REIT~~operations, ~~the Company engages in certain activities through a taxable REIT subsidiary (“TRS”),~~ including ~~when~~occupied ~~it acquires a~~ hotel itrooms ~~usually~~and ~~establishes~~sales aof ~~new~~food, ~~TRS~~beverage and ~~enters~~other ~~into~~ancillary anservices and ~~operating~~are ~~lease~~presented ~~agreement~~on ~~for~~a ~~the~~disaggregated ~~hotel~~basis below. AsRevenues ~~such,~~are ~~the~~recorded ~~Company~~net isof ~~subject~~any tosales ~~U.S.~~or ~~federal~~occupancy ~~and~~tax ~~state~~collected ~~income taxes and franchise taxes~~ from ~~these~~our ~~activities~~guests.

Room revenue is generated through contracts with customers whereby the customers agree to pay a daily rate for right to use a hotel room. The Company’s ~~income~~contract ~~tax~~performance ~~benefits~~obligations ~~and~~are ~~expense~~fulfilled ~~are~~at ~~included~~the inend ~~other~~of ~~income/(expense),~~the ~~net~~day onthat ~~its~~the ~~consolidated~~customer ~~statements~~is ofprovided ~~operations~~the room and revenue is recognized daily at the contract rate. ~~During~~Payment from the ~~years~~customer ~~ended~~is ~~December 31,~~secured ~~2023~~at ~~and~~the ~~2022,~~end of the contract upon check-out by the customer from our hotel. The Company ~~recorded~~participates ~~income~~in ~~tax~~frequent ~~expense~~guest programs sponsored by the brand owners of ~~$1.6~~our ~~million~~hotels ~~and~~whereby $0the brand owner allows guests to earn loyalty points during their hotel stay.2 ~~million,~~The ~~respectively,~~Company ~~primarily~~recognizes ~~consisting~~revenue at the amount earned that it will receive from the brand owner when a guest redeems their loyalty points by staying at one of ~~state~~the ~~income~~Company’s ~~tax~~hotels.

AsRevenue from ~~of December 31~~food, ~~2023~~beverage and ~~2022,~~other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized when these goods or services are provided to the ~~Company~~customer ~~had~~and nothe ~~material~~Company’s ~~uncertain~~contract ~~income~~performance obligations ~~tax~~have ~~positions~~been fulfilled.

~~Fair Value of Financial Instruments~~F-13

~~The~~Table ~~carrying amounts~~ of cash and cash equivalents, restricted cash, accounts receivable and other assets, accounts payable and other accrued expenses, distribution payable and due to related party approximated their fair values as of DecemberContents ~~31, 2023 and 2022 because of the short maturity of these instruments.~~

AsLIGHTSTONE ofVALUE ~~December 31,~~PLUS REIT ~~2023 and 2022~~II, ~~the~~INC. ~~estimated~~AND ~~fair value our mortgages payable approximated their carrying values because they bear interest at a floating rate.~~SUBSIDIARIES

~~Concentration~~NOTES ofTO ~~Risk~~CONSOLIDATED FINANCIAL STATEMENTS

AtFor ~~December 31,~~the ~~2023~~Years ~~and~~Ended ~~2022~~December 31, ~~the~~2024 ~~Company had cash deposited in certain financial institutions in excess of U.S. federally insured levels. The Company regularly monitors the financial stability of these financial institutions~~ and ~~believes that it is not exposed to any significant credit risk with respect to its cash and cash equivalents or restricted cash.~~2023

~~Basic~~(Dollar ~~and~~amounts ~~Diluted~~in ~~Net~~thousands, except ~~Earnings~~ per ~~Common~~share/unit ~~Share~~data and where indicated in millions)

~~The~~Some contracts ~~Company~~for ~~had~~rooms, nofood, ~~potentially~~beverage ~~dilutive~~or ~~securities~~other ~~outstanding~~services ~~during~~require ~~the~~an ~~periods~~upfront ~~presented.~~deposit ~~Accordingly,~~which ~~earnings per share~~ is ~~calculated~~recorded byas ~~dividing~~deferred ~~net~~revenues ~~income~~(or ~~attributable~~contract liabilities) toand ~~common~~recognized ~~shareholders~~once by the ~~weighted-average~~performance ~~number~~obligations of

Filing Compare · Lightstone Value Plus REIT II, Inc.