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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________

FORM 10-Q

____________________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			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: 001-35074

SUMMIT HOTEL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________


Maryland						27-2962512
(State or other jurisdiction						(I.R.S. Employer Identification No.)
of incorporation or organization)

13215 Bee Cave Parkway, Suite B-300

Austin, TX 78738

(Address of principal executive offices, including zip code)

(512) 538-2300

(Registrant’s telephone number, including area code)

________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

INN

New York Stock Exchange

Series E Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PE

New York Stock Exchange

Series F Cumulative Redeemable Preferred Stock, $0.01 par value

INN-PF

New York Stock Exchange

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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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, smaller reporting company, or an emerging growth company. See the definitions 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of April 24, 2026, the number of outstanding shares of common stock of Summit Hotel Properties, Inc. was 108,365,078.

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets — March 31, 2026 (Unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations (Unaudited) — Three Months Ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) — Three Months Ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests (Unaudited) — Three Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) — Three Months Ended March 31, 2026 and 2025	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45

Item 4.	Controls and Procedures	46

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	48

Item 4.	Mine Safety Disclosures	48

Item 5.	Other Information	48

Item 6.	Exhibits	49

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Investments in lodging property, net	$	2,592,231	$	2,640,367


Assets held for sale, net	18,405		11,967

Cash and cash equivalents	44,773		36,110
Restricted cash	5,661		5,102
Right-of-use assets, net	31,563		32,028
Trade receivables, net	23,528		17,347
Prepaid expenses and other	14,610		7,104

Deferred charges, net	5,585		10,051

Other assets	18,208		15,954
Total assets	$	2,754,564	$	2,776,030

LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Liabilities:
Debt, net of debt issuance costs	$	1,396,385	$	1,394,014
Lease liabilities, net	23,749		24,091
Accounts payable	7,128		7,537
Accrued expenses and other	77,682		76,417

Total liabilities	1,504,944		1,502,059

Commitments and contingencies (Note 11)	—		—

Redeemable non-controlling interests	50,219		50,219
Equity:
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized:


6.25% Series E - 6,400,000 shares issued and outstanding at March 31, 2026 and December 31, 2025 (aggregate liquidation preference of $160,861 at March 31, 2026 and December 31, 2025, respectively)	64		64
5.875% Series F - 4,000,000 shares issued and outstanding at March 31, 2026 and December 31, 2025 (aggregate liquidation preference of $100,506 at March 31, 2026 and December 31, 2025, respectively)	40		40
Common stock, $0.01 par value per share, 500,000,000 shares authorized, 108,414,307 and 108,798,686 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	1,084		1,088
Additional paid-in capital	1,259,345		1,264,470
Accumulated other comprehensive income	4,265		2,115
Accumulated deficit and distributions in excess of retained earnings	(424,392)		(405,622)
Total stockholders’ equity	840,406		862,155


Non-controlling interests	358,995		361,597
Total equity	1,199,401		1,223,752
Total liabilities, redeemable non-controlling interests and equity	$	2,754,564	$	2,776,030

See Notes to the Condensed Consolidated Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended March 31,
	2026		2025
Revenues:
Room	$	162,564	$	163,731
Food and beverage	11,460		10,990
Other	11,029		9,757
Total revenues	185,053		184,478

Expenses:
Room	36,347		36,132
Food and beverage	8,520		7,991
Other lodging property operating expenses	58,650		56,922
Property taxes, insurance and other	13,884		13,311
Management fees	4,221		4,495
Depreciation and amortization	36,774		37,230
Corporate general and administrative	8,845		8,571


Loss on write-down of assets	3,641		—

Total expenses	170,882		164,652
(Loss) gain on disposal of assets, net	(40)		1

Operating income	14,131		19,827

Other income (expense):
Interest expense	(20,450)		(19,956)
Interest income	246		276


Other income, net	1,052		1,230
Total other expense, net	(19,152)		(18,450)
(Loss) income from continuing operations before income taxes	(5,021)		1,377
Income tax expense (Note 13)	(892)		(754)
Net (loss) income	(5,913)		623
Less - (Loss) income attributable to non-controlling interests	(99)		680


Net loss attributable to Summit Hotel Properties, Inc. before preferred dividends	(5,814)		(57)
Less - Distributions to and accretion of redeemable non-controlling interests	(657)		(657)
Less - Preferred dividends	(3,970)		(3,970)

Net loss attributable to common stockholders	$	(10,441)	$	(4,684)

Loss per common share:
Basic and diluted	$	(0.10)	$	(0.04)

Weighted-average common shares outstanding:
Basic and diluted	105,720		108,008

See Notes to the Condensed Consolidated Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2026		2025
Net (loss) income	$	(5,913)	$	623
Other comprehensive loss, net of tax:
Changes in fair value of derivative financial instruments	3,230		(3,667)
Comprehensive loss	(2,683)		(3,044)


Comprehensive (income) loss attributable to non-controlling interests	(981)		8
Comprehensive loss attributable to Summit Hotel Properties, Inc.	(3,664)		(3,036)
Distributions to and accretion on redeemable non-controlling interests	(657)		(657)
Preferred dividends and distributions	(3,970)		(3,970)

Comprehensive loss attributable to common stockholders	$	(8,291)	$	(7,663)

See Notes to the Condensed Consolidated Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

(In thousands, except share amounts)


	Redeemable Non-controlling Interests		Shares of Preferred Stock	Preferred Stock		Shares of Common Stock	Common Stock		Additional Paid-In Capital		Accumulated Comprehensive Income (Loss)		Accumulated Deficit and Distributions		Stockholders’ Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2025	$	50,219	10,400,000	$	104	108,798,686	$	1,088	$	1,264,470	$	2,115	$	(405,622)	$	862,155	$	361,597	$	1,223,752

Adjustment of redeemable non-controlling interests to redemption value	657		—	—		—	—		—		—		(657)		(657)		—		(657)



Repurchase of common shares	—		—	—		(1,433,023)	(14)		(5,959)		—		—		(5,973)		—		(5,973)


Dividends and distributions on common stock and common units	—		—	—		—	—		—		—		(8,329)		(8,329)		(1,041)		(9,370)
Preferred dividends and distributions	(657)		—	—		—	—		—		—		(3,970)		(3,970)		—		(3,970)

Joint venture partner distributions	—		—	—		—	—		—		—		—		—		(2,542)		(2,542)
Equity-based compensation	—		—	—		1,265,004	13		1,988		—		—		2,001		—		2,001
Shares of common stock acquired for employee withholding requirements	—		—	—		(216,360)	(3)		(891)		—		—		(894)		—		(894)
Other comprehensive income	—		—	—		—	—		—		2,150		—		2,150		1,080		3,230
Net loss	—		—	—		—	—		—		—		(5,814)		(5,814)		(99)		(5,913)
Other	—		—	—		—	—		(263)		—		—		(263)		—		(263)
Balance at March 31, 2026	$	50,219	10,400,000	$	104	108,414,307	$	1,084	$	1,259,345	$	4,265	$	(424,392)	$	840,406	$	358,995	$	1,199,401

Balance at December 31, 2024	$	50,219	10,400,000	$	104	108,435,663	$	1,084	$	1,246,225	$	9,173	$	(347,041)	$	909,545	$	425,282	$	1,334,827

Adjustment of redeemable non-controlling interests to redemption value	657		—	—		—	—		—		—		(657)		(657)		—		(657)



Contributions by non-controlling interest in joint venture	—		—	—		—	—		—		—		—		—		411		411
Common stock redemption of common units	—		—	—		2,923,797	29		26,618		259		—		26,906		(26,906)		—

Dividends and distributions on common stock and common units	—		—	—		—	—		—		—		(8,679)		(8,679)		(1,169)		(9,848)
Preferred dividends and distributions	(657)		—	—		—	—		—		—		(3,970)		(3,970)		—		(3,970)
Joint venture partner distributions	—		—	—		—	—		—		—		—		—		(431)		(431)
Equity-based compensation	—		—	—		1,101,456	11		1,905		—		—		1,916		—		1,916
Shares of common stock acquired for employee withholding requirements	—		—	—		(239,148)	(2)		(1,584)		—		—		(1,586)		—		(1,586)

Other comprehensive loss	—		—	—		—	—		—		(2,979)		—		(2,979)		(688)		(3,667)
Net (loss) income	—		—	—		—	—		—		—		(57)		(57)		680		623
Balance at March 31, 2025	$	50,219	10,400,000	$	104	112,221,768	$	1,122	$	1,273,164	$	6,453	$	(360,404)	$	920,439	$	397,179	$	1,317,618

See Notes to the Condensed Consolidated Financial Statements

Summit Hotel Properties, Inc.

Condensed Consolidated Statements Cash Flows

(Unaudited)

(In thousands)





	Three Months Ended March 31,
	2026		2025
OPERATING ACTIVITIES
Net (loss) income	$	(5,913)	$	623
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	36,774		37,230
Amortization of debt issuance costs	1,997		1,673
Loss on write-down of assets	3,641		—

Equity-based compensation	2,001		1,916
Deferred tax expense	467		325

Loss (gain) on disposal of assets, net	40		(1)



Other	273		160
Changes in operating assets and liabilities:

Trade receivables, net	(6,261)		(4,943)
Prepaid expenses and other	(7,574)		(6,149)
Accounts payable	(821)		(760)
Accrued expenses and other	3,478		(4,224)
NET CASH PROVIDED BY OPERATING ACTIVITIES	28,102		25,850
INVESTING ACTIVITIES

Improvements to lodging properties	(11,941)		(15,724)
Investment in lodging property under development	—		(2,390)


Proceeds from asset dispositions, net	12,007		1,242





NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	66		(16,872)
FINANCING ACTIVITIES
Proceeds from borrowings on revolving line of credit	45,000		30,000
Repayments of revolving line of credit borrowings	(20,000)		(10,000)


Scheduled principal payments on mortgage debt	(189)		(648)

Repurchases of common shares	(5,973)		—
Proceeds from term loan	275,000		—
Repayment on Convertible Notes	(287,500)		—
Repayment on term loan	(7,300)		—
Common dividends and distributions paid	(9,624)		(9,957)
Preferred dividends and distributions paid	(4,627)		(4,627)
Contributions by non-controlling interests in joint venture	—		411

Distributions to joint venture partners	(2,542)		(431)
Financing fees, debt transaction costs and other issuance costs	(297)		(4,166)
Repurchase of common stock for tax withholding requirements	(894)		(1,586)

NET CASH USED IN FINANCING ACTIVITIES	(18,946)		(1,004)
Net change in cash, cash equivalents and restricted cash	9,222		7,974

CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Beginning of period	41,212		48,358
End of period	$	50,434	$	56,332

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEET TO THE AMOUNTS SHOWN IN THE STATEMENT OF CASH FLOWS ABOVE:
Cash and cash equivalents	$	44,773	$	48,194
Restricted cash	5,661		8,138
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH	$	50,434	$	56,332

See Notes to the Condensed Consolidated Financial Statements

SUMMIT HOTEL PROPERTIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

General

Summit Hotel Properties, Inc. (the “Company”) is a self-managed lodging property investment company that was organized in June 2010 as a Maryland corporation. The Company holds both general and limited partnership interests in Summit Hotel OP, LP (the “Operating Partnership”), a Delaware limited partnership also organized in June 2010. Unless the context otherwise requires, “we,” “us,” and “our” refer to the Company and its consolidated subsidiaries.

We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. At March 31, 2026, our portfolio consisted of 94 lodging properties with a total of 14,226 guestrooms located in 24 states of the United States of America (“USA”). At March 31, 2026, we own 100% of the outstanding equity interests in 52 of the 94 lodging properties. We own a 51% controlling interest in 39 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90% equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.

At March 31, 2026, 87% of our guestrooms were located in the top 50 metropolitan statistical areas (“MSAs”), 92% were located within the top 100 MSAs, and over 99% of our guestrooms operate under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide (“Hilton”), Hyatt® Hotels Corporation (“Hyatt”), and InterContinental® Hotels Group (“IHG”).

Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At March 31, 2026, we owned, directly and indirectly, approximately 89% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding 6.25% Series E and 5.875% Series F preferred units of limited partnership interest. NewcrestImage (as defined in Note 5 - Debt to the Condensed Consolidated Financial Statements) owns all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units (liquidation preference $25 per unit) of the Operating Partnership (“Series Z Preferred Units”) as a result of the NCI Transaction (described in Note 5 - Debt to the Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”

Pursuant to the Operating Partnership’s partnership agreement, we have full, exclusive and complete responsibility and discretion in the management and control of the Operating Partnership, including the ability to cause the Operating Partnership to enter into certain major transactions including acquisitions, dispositions, refinancings, to make distributions to partners, and to cause changes in the Operating Partnership’s business activities.

We have elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. To qualify as a REIT, we cannot operate or manage our lodging properties. Accordingly, all of our lodging properties are leased to our taxable REIT subsidiaries (“TRS Lessees” or “TRSs”) and managed by professional third-party lodging property management companies.

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We prepare our Condensed Consolidated Financial Statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and reported amounts of consolidated revenues and expenses in the reporting period. Actual results could differ from those estimates. As interim statements, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation in accordance with GAAP have been included. Results for the three months ended March 31, 2026 may not be indicative of the results that may be expected for the full year of 2026. For further information, please read the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

The accompanying Condensed Consolidated Financial Statements consolidate the accounts of all entities in which we have a controlling financial interest, as well as variable interest entities, if any, for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated on the Condensed Consolidated Financial Statements.

We evaluate joint venture partnerships to determine if they should be consolidated based on whether the partners exercise joint control. For a joint venture where we exercise primary control and we also own a majority of the equity interests, we consolidate the joint venture partnership. We have consolidated the accounts of all of our joint venture partnerships in the accompanying Condensed Consolidated Financial Statements.

Use of Estimates

Our Condensed Consolidated Financial Statements are prepared in conformity with GAAP, which requires us to make estimates based on assumptions about current and, for some estimates, future economic and market conditions that affect reported amounts and related disclosures on our Condensed Consolidated Financial Statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could significantly differ from our expectations, which could materially affect our consolidated financial position and results of operations.

Trade Receivables and Current Estimate of Credit Losses

We grant credit to qualified guests, generally without collateral, in the form of trade accounts receivable. Trade receivables result from the rental of guestrooms and the sales of food, beverage, and banquet services and are payable under normal trade terms. Trade receivables also include credit and debit card transactions that are in the process of being settled. Trade receivables are stated at the amount billed to the guest and do not accrue interest. We regularly review the collectability of our trade receivables. A provision for losses is determined based on previous loss experience and current economic conditions. Our allowance for doubtful accounts was $0.1 million at both March 31, 2026 and December 31, 2025. Bad debt expense was $0.1 million for each of the three months ended March 31, 2026 and 2025.

Investments in Lodging Property, net

The Company allocates the purchase price of acquired lodging properties based on the relative fair values of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets, and assumed liabilities. Intangible assets may include certain value associated with the on-going operations of the lodging property being acquired as part of the acquisition. Acquired intangible assets that derive their values from real property, or an interest in real property, are inseparable from that real property or interest in real property, or do not produce or contribute to the production of income other than consideration for the use or occupancy of space, are recorded as a component of the related real estate asset on our Condensed Consolidated Financial Statements.

Our lodging properties and related assets are recorded at cost, less accumulated depreciation and amortization. We capitalize development costs and the costs of significant additions and improvements that materially upgrade, increase the value or extend the useful life of the property. These costs may include development, refurbishment, renovation, and remodeling expenditures, as well as certain indirect internal costs related to construction projects. If an asset requires a period of time in which to carry out the activities necessary to bring it to the condition necessary for its intended use, the interest cost incurred during that period as a result of expenditures for the asset is capitalized as part of the cost of the asset. We expense the cost of repairs and maintenance as incurred.

We generally depreciate our lodging properties and related assets using the straight-line method over their estimated useful lives as follows:


Classification						Estimated Useful Lives
Buildings and improvements						6 to 40 years
Furniture, fixtures and equipment						2 to 15 years

We periodically re-evaluate asset lives based on current assessments of remaining utilization, which may result in changes in estimated useful lives. Such changes are accounted for prospectively and will increase or decrease future depreciation expense.

When depreciable property and equipment is retired or disposed, the related costs and accumulated depreciation are removed from the balance sheet and any gain or loss is reflected in current operations.

On a limited basis, we provide financing to developers of lodging properties for development projects. We evaluate these arrangements to determine if we participate in residual profits of the lodging property through the loan provisions or other agreements. Where we conclude that these arrangements are more appropriately treated as an investment in the real property, we reflect the loan in Investments in lodging property, net on our Condensed Consolidated Balance Sheets.

We monitor events and changes in circumstances for indicators that the carrying value of a lodging property or undeveloped land may be impaired. Additionally, we perform at least an annual evaluation to monitor the factors that could trigger an impairment. Our evaluation process includes a quantitative analysis utilizing metrics to assess the operating performance of our lodging properties relative to historical results and profitability, and a qualitative analysis of other factors to assess if a potential impairment exists. Factors that we consider for an impairment analysis include, among others: i) significant underperformance relative to historical or anticipated operating results, ii) significant changes in the manner of use of a property or the strategy of our overall business, including changes in the estimated holding periods for lodging properties and land parcels, iii) a significant increase in competition, iv) a significant adverse change in legal factors or regulations, v) changes in values of comparable land or lodging property sales, vi) significant negative industry or economic trends, and vii) fair value less costs to sell of lodging properties held for sale relative to the contractual selling price. When such factors are identified, we prepare an estimate of the undiscounted future cash flows of the specific property and determine if the carrying amount of the asset is recoverable. If the carrying amount of the asset is not recoverable, we estimate the fair value of the property based on discounted cash flows or sales price if the property is under contract and an adjustment is made to reduce the carrying value of the property to its estimated fair value.

Insurable Losses

Under our general liability insurance program, we retain risk up to a specified per‑claim retention limit, beyond which insurance coverage is provided by third‑party insurers, subject to policy terms and limits.

In accordance with Accounting Standards Codification (“ASC”) No. 450, Contingencies, we accrue liabilities for self‑insured losses when it is probable that a loss has been incurred and the amount of such loss can be reasonably estimated. The accrued liabilities represent management’s best estimate of the ultimate cost to settle both reported claims and incurred but not reported (“IBNR”) claims as of the balance sheet date.

Estimated self‑insurance liabilities are determined using actuarial methods consistent with ASC No. 944, Financial Services - Insurance, including loss development techniques that consider historical claims experience, reported claim severity, claim frequency patterns, anticipated medical and legal cost trends, expected claim settlement patterns, and other relevant factors. We utilize information provided by third‑party claims administrators and, where appropriate, independent actuarial specialists to assist in estimating these liabilities. Management reviews the assumptions and valuation methodologies used in the actuarial analyses on a regular basis and updates them as new information becomes available.

Accrued self‑insured losses include estimated claim adjustment expenses and are recorded on an undiscounted basis, as the period over which the claims are expected to be settled is not determinable with sufficient precision or the effect of discounting is not material to the financial statements.

Actual results may differ from these estimates due to changes in claim frequency or severity, judicial outcomes, medical cost trends, or other factors. Changes in the estimated ultimate cost of self‑insured claims are recognized in earnings in the period in which such changes are identified. For the three months ended March 31, 2026, we accrued $0.2 million for expected insurable losses.

Assets Held for Sale

We classify assets as Assets held for sale in the period in which certain criteria are met, including when the sale of the asset within one year is probable. Assets classified as Assets held for sale are no longer depreciated and are carried at the lower of net book value or its fair value calculated as the expected selling price less estimated costs of disposition. We record a write-down when the carrying amounts of Assets held for sale exceed their fair value.

If we subsequently decide not to sell a long-lived asset (disposal group) classified in Assets held for sale, or if a long-lived asset (disposal group) no longer meets the Assets held for sale criteria, a long-lived asset (disposal group) is reclassified as Investments in lodging property, net in the period in which the Assets held for sale criteria are no longer met. A long-lived asset that is reclassified from Assets held for sale to Investments in lodging property, net is measured individually at the lower of either its:

i.) Carrying amount before it was classified as Assets held for sale, adjusted for any depreciation (amortization) expense or impairment losses that would have been recognized had the asset (group) been continuously classified as Investments in lodging property, net; or

ii.) Fair value at the date of the subsequent decision not to sell.

Income Taxes

We account for federal and state income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for: i) the future tax consequences attributable to differences between carrying amounts of existing assets and liabilities based on GAAP and the respective carrying amounts for tax purposes, and ii) operating losses and tax-credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of the change in tax rates. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized based on consideration of available evidence. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Earnings Per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. We apply the two-class method of computing earnings (loss) per share, which requires the calculation of separate earnings (loss) per share amounts for participating securities. Any anti-dilutive securities are excluded from the basic per-share calculation. Diluted EPS is computed by dividing net income (loss) available to common stockholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation.

New Accounting Standards

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

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The amendments are intended to simplify the application of hedge accounting and better align accounting outcomes with an entity’s risk management strategies. The ASU expands the scope of eligible hedged risks and forecasted transactions, modifies certain hedge effectiveness requirements, and provides additional guidance on the accounting for variable-rate debt instruments with multiple reference rate options. The guidance is effective for fiscal years beginning after December 15, 2026 for public business entities, with early adoption permitted. The adoption of ASU 2025-09 is not expected to have a material effect on our Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance for the recognition, measurement, presentation, and disclosure of government grants. The amendments are intended to reduce diversity in practice and align U.S. GAAP more closely with international accounting standards. The ASU is effective for fiscal years beginning after December 15, 2028 for public business entities, with early adoption permitted. The adoption of ASU 2025-10 is not expected to have an effect on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Interim Disclosure Improvements, which expands interim disclosure requirements to provide more timely and decision-useful information to investors. The ASU is effective for interim periods beginning after December 15, 2026 for public business entities, with early adoption permitted. The adoption of ASU 2025-11 is not expected to have a material effect on our consolidated financial statements.

NOTE 3 - INVESTMENTS IN LODGING PROPERTY, NET

Investments in Lodging Property, net

Investments in lodging property, net is as follows (in thousands):


	March 31, 2026		December 31, 2025
Lodging buildings and improvements	$	2,864,391	$	2,885,464
Land	407,549		410,692
Furniture, fixtures and equipment	308,466		308,621
Construction in progress	23,125		26,111
Intangible assets	32,267		32,267
Real estate development loan	4,576		4,576
	3,640,374		3,667,731
Less accumulated depreciation and amortization	(1,048,143)		(1,027,364)
	$	2,592,231	$	2,640,367

Depreciation and amortization expense related to our lodging properties (excluding amortization of franchise fees) was $36.6 million and $37.1 million for the three months ended March 31, 2026 and 2025, respectively.

Lodging Property Sales

Hilton Garden Inn - Longview, TX

In November 2025, the GIC Joint Venture entered into a purchase and sale agreement to sell the 122-guestroom Hilton Garden Inn, Longview, TX for a selling price of $12.3 million. At December 31, 2025, we reclassified the carrying amount of the property to Assets held for sale, net and recorded a write-down of $1.8 million for the excess of the net carrying amount of the lodging property over the net selling price less estimated costs to sell. We completed the sale of the property on February 20, 2026 under the terms described above. The net selling price of the lodging property approximated its net book value on the closing date.

Undeveloped Parcel of Land - San Antonio, TX

We owned a 5.99-acre parcel of undeveloped land in San Antonio, TX that was classified as Assets held for sale, net at December 31, 2024. In February 2025, we closed on the sale of the parcel of undeveloped land for $1.3 million, which approximated its carrying amount.

Pending Lodging Property Sales

In April 2026, we entered into a purchase and sale agreement to sell the 103-guestroom Courtyard by Marriott, Dallas (Arlington South), TX and the 96-guestroom Residence Inn, Dallas (Arlington South), TX for a combined selling price of $19.0 million. We reclassified the properties to Assets held for sale, net at March 31, 2026 since the reclassification criteria were met and recorded a write-down of $3.6 million for the excess of the net carrying amount of the two properties over the net selling price less estimated costs to sell. We anticipate closing on the sale of the properties in the third quarter of 2026.

Assets Held for Sale, net

Assets held for sale, net is as follows (in thousands):


	March 31, 2026			December 31, 2025
Courtyard by Marriott and Residence Inn - Dallas (Arlington South), TX	$	18,405	(1)	$	—
Hilton Garden Inn - Longview, TX	—			11,967		(1)
	$	18,405		$	11,967

(1) Carrying amounts are the sales price less the estimated costs to sell (Level 2 of the fair value hierarchy).

Intangible Assets

Intangible assets, net is as follows (in thousands):


	March 31, 2026		December 31, 2025
Indefinite-lived intangible assets:
Air rights	$	10,754	$	10,754
Other	80		80
	10,834		10,834
Finite-lived intangible assets:

Tax incentives	12,063		12,063
Key money	9,370		9,370


	21,433		21,433
Intangible assets	32,267		32,267
Less - accumulated amortization	(7,646)		(7,255)
Intangible assets, net	$	24,621	$	25,012

We recorded amortization expense related to intangible assets of approximately $0.4 million for each of the three months ended March 31, 2026 and 2025, respectively.

Future amortization expense related to intangible assets is as follows (in thousands):


For the Year Ending December 31,	Amount
2026	$	1,173
2027	1,510
2028	1,016
2029	1,016
2030	1,016
Thereafter	8,056
	$	13,787

NOTE 4 - INVESTMENT IN REAL ESTATE LOANS

Real Estate Development Loans

Onera Mezzanine Financing Loan

In January 2023, we entered into an agreement with affiliates of Onera Opportunity Fund I, LP (“Onera”) to provide a mezzanine financing loan of $4.6 million (the “Onera Mezzanine Loan”) for the development of a glamping property. The Onera Mezzanine Loan had an original maturity date of January 2026 and is secured by a second mortgage on the property that is subordinate to the senior loan on the development project. During the first quarter of 2026, the agreement with Onera was amended to extend the maturity of the Onera Mezzanine loan to June 2027 (the “Onera Amendment”). As of March 31, 2026, we have funded our entire $4.6 million commitment under the Onera Mezzanine Loan. The development of the property was completed and operations commenced in September 2024.

We also have an option to purchase 90% of the equity of the entity that owns the property that became exercisable upon completion of construction in September 2024 (the “Onera Purchase Option”). The Onera Amendment modified the Onera Purchase Option (the “Modified Purchase Option”) to extend the exercise date to March 2027.

We recorded the estimated fair value of the Onera Purchase Option in Other assets and as a contra-asset to Investments in lodging property, net at its estimated fair value of $0.9 million on the transaction date using the Black-Scholes model. Our estimate of the fair value of the Onera Purchase Option under the Black-Scholes model requires substantial judgment related to the future operating performance of the property and the volatility of the underlying equity.

The recorded amount of the Onera Purchase Option was amortized as non-cash interest income beginning in January 2023 using the straight-line method, which approximated the interest method, through September 2024 when the Onera Purchase Option became exercisable. Upon the execution of the Onera Amendment, the Modified Onera Purchase Option was revalued using the Monte Carlo simulation model. The fair value of the Modified Onera Purchase Option was estimated to be approximately the same as estimated fair value of the original Onera Purchase Option. As such, no change in the carrying amount of the purchase option was required at March 31, 2026.

NOTE 5 - DEBT

At March 31, 2026, our indebtedness was comprised of borrowings under our 2023 Senior Credit Facility, the 2024 Term Loan, the 2025 Delayed Draw Term Loan (which was used to refinance a significant portion of our outstanding convertible notes when they matured in February 2026), the GIC Joint Venture Credit Facility, the GIC Joint Venture Term Loan, the PACE loan, (each of such credit facilities and loans are defined below), and two loans secured by first priority mortgage liens on three lodging properties.

We have entered into interest rate swaps to fix the interest rates on a portion of our variable interest rate indebtedness. The weighted-average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 5.57% at March 31, 2026 and 4.83% at December 31, 2025. We are in compliance with all financial covenants in the loan agreements.

Debt, net of debt issuance costs, is as follows (in thousands):


	March 31, 2026		December 31, 2025
Revolving debt	$	150,000	$	125,000
Term loans	1,183,430		915,730
Convertible notes	—		287,500
Mortgage loans	75,724		75,913
	1,409,154		1,404,143
Unamortized debt issuance costs (1)	(12,769)		(10,129)
Debt, net of debt issuance costs	$	1,396,385	$	1,394,014

(1) In March 2025, we paid $4.3 million in bank, legal and other fees related to the 2025 Delayed Draw Term Loan (as described in further detail below) that were included in Deferred charges, net on our Condensed Consolidated Balance Sheet at December 31, 2025. These costs were reclassified as a reduction to the related debt at the time the funds were drawn, which coincided with the repayment of the Convertible Notes at their maturity in February 2026.

Our total fixed-rate and variable-rate debt, after consideration of our interest rate derivative agreements that are currently in effect, is as follows (in thousands):


	March 31, 2026		Percentage	December 31, 2025		Percentage
Fixed-rate debt (1)	$	700,724	50%	$	988,413	70%
Variable-rate debt	708,430		50%	415,730		30%
	$	1,409,154		$	1,404,143

(1) At March 31, 2026, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 50% of our total pro rata indebtedness when taking into consideration interest rate swaps that are currently in effect.

Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands):


	March 31, 2026				December 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value		Valuation Technique
Convertible notes	$	—	$	—	$	287,500	$	287,500	Level 1 - Market approach
Mortgage loans	17,724		17,612		17,913		17,849		Level 2 - Market approach
	$	17,724	$	17,612	$	305,413	$	305,349

Detailed information about our debt at March 31, 2026 and December 31, 2025 is as follows (dollars in thousands):

Principal Balance Outstanding

Lender

Interest Rate

Initial Maturity Date

Fully Extended Maturity Date

Number of
Encumbered Properties

March 31, 2026

December 31, 2025

OPERATING PARTNERSHIP DEBT:

2023 Senior Credit Facility

Bank of America, N.A.

$400 Million Revolver (1)

5.81% Variable

6/21/2027

6/21/2028

n/a

25,000

—

$200 Million Term Loan (1)

5.77% Variable

6/21/2026

(2)

6/21/2028

n/a

200,000

Total Senior Credit Facility

225,000

200,000

Convertible Notes

1.50% Fixed

2/15/2026

n/a

—

287,500

Term Loans

Regions Bank 2024 Term Loan Facility (1)

5.67% Variable

2/26/2027

2/26/2029

n/a

200,000

2025 Delayed Draw Term Loan (1)

5.76% Variable

3/27/2028

3/27/2030

n/a

275,000

—

475,000

200,000

Total Operating Partnership Debt

700,000

687,500

JOINT VENTURE DEBT:

Brickell Joint Venture Mortgage Loan

Wells Fargo Bank, N.A.

6.27% Variable

5/15/2028

5/15/2030

58,000

GIC Joint Venture Credit Facility and Term Loans

Bank of America, N.A.

$125 Million Revolver (3)

5.82% Variable

9/15/2027

9/15/2028

n/a

125,000

$125 Million Term Loan (3)

5.77% Variable

9/15/2027

9/15/2028

n/a

125,000

Bank of America, N.A. 2025 Term Loan (4)

6.02% Variable

7/24/2028

7/24/2030

n/a

383,430

390,730

Wells Fargo

4.99% Fixed

6/6/2028

12,180

12,253

PACE loan

6.10% Fixed

7/31/2040

n/a

5,544

5,660

Total GIC Joint Venture Credit Facility and Term Loans

651,154

658,643

Total Joint Venture Debt

709,154

716,643

Total Debt

1,409,154

1,404,143

(1) The 2023 Senior Credit Facility, the Regions Bank 2024 Term Loan Facility, and the 2025 Delayed Draw Term Loan are supported by a borrowing base of 52 unencumbered hotel properties and their affiliates.

(2) In March 2026, we exercised our first option to extend the maturity date of the $200 Million Term Loan for 12 months to June 2027.

(3) The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities that own 15 lodging properties and affiliated entities.

(4) The GIC Joint Venture Term Loan with Bank of America, N.A. is secured by pledges of the equity in the entities that own 23 lodging properties and two parking garages and their affiliates.

$600 Million Senior Credit and Term Loan Facility

In June 2023, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into an amended and restated $600 million senior credit facility (the “2023 Senior Credit Facility”) with Bank of America, N.A., as successor administrative agent, and a syndicate of lenders. The 2023 Senior Credit Facility is comprised of a $400 million revolver (the “$400 Million Revolver”) and a $200 million term loan facility (the “$200 Million Term Loan”). The 2023 Senior Credit Facility has an accordion feature which allows the Company to increase the total commitments by an aggregate of up to $300 million.

At March 31, 2026, our $200 Million Term Loan was fully funded, and we had $25.0 million in outstanding borrowings under our $400 Million Revolver. Borrowings under the 2023 Senior Credit Facility are limited by the value of the Unencumbered Assets.

The $400 Million Revolver has a maturity date of June 2027, which may be extended by the Company for up to two consecutive six-month periods, subject to certain conditions, and the $200 Million Term Loan has a maturity date of June 2026, which may be extended by the Company for up to two consecutive 12-month periods, subject to certain conditions. In March 2026, we exercised our first extension option to extend the maturity date to June 2027.

The $400 Million Revolver bears interest at our option, at either (i) the Secured Overnight Financing Rate (“SOFR”) or term SOFR plus a margin ranging from 140 basis points to 240 basis points, depending on the Company's leverage ratio (as defined in the loan documents) or (ii) an applicable base rate (which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 50 basis points, and 1-month term SOFR plus 100 basis points) (the “base rate”) plus a margin ranging from 40 basis points to 140 basis points, depending on the Company's leverage ratio (as defined in the loan documents).

The $200 Million Term Loan bears interest, at our option, at either (i) daily SOFR or term SOFR plus a margin ranging from 135 basis points to 235 basis points, depending on the Company's leverage ratio (as defined in the loan documents) or (ii) the base rate plus a margin ranging from 35 basis points to 135 basis points, depending on the Company's leverage ratio (as defined in the loan documents).

We are also required to pay an unused fee (the “Unused Fee”) on the undrawn portion of the $400 Million Revolver. The Unused Fee is calculated on a daily basis on the unused amount of the $400 Million Revolver multiplied by (i) 0.25% per annum in the event that the unused amount is greater than 50% of the maximum aggregate amount of the $400 Million Revolver, or (ii) 0.20% per annum in the event that the unused amount is equal to or less than 50% of the maximum aggregate amount of the $400 Million Revolver. The Unused Fee is payable quarterly in arrears and on the final maturity date of the $400 Million Revolver.

We are required to comply with various financial and other covenants to draw and maintain borrowings under the $400 Million Revolver.

Amendment to the 2023 Senior Credit Facility

In September 2024, we executed an amendment to the 2023 Senior Credit Facility. Under the amendment, we may elect at our sole discretion that the Unsecured Leverage Ratio (as defined in the loan documents) may exceed 60% but shall in no event exceed 65% for such fiscal quarter and the next three succeeding fiscal quarters (the “Unsecured Leverage Increase Period”). Once this one-time right has been exercised and after the Unsecured Leverage Increase Period expires, the 2023 Senior Credit Facility will revert back to the prior Unsecured Leverage Ratio pursuant to which the credit availability under the 2023 Senior Credit Facility will be limited to the 60% Unsecured Leverage Ratio for the remainder of the term of the 2023 Senior Credit Facility. We have not yet made the election under the amendment.

2024 Term Loan

In February 2024, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan document as a subsidiary guarantor, entered into a $200 million senior unsecured term loan financing (the “2024 Term Loan”) with Regions Bank. Proceeds from the 2024 Term Loan financing and advances on our $400 Million Revolver were used to repay in full a similar term loan that was scheduled to mature in February 2025.

The 2024 Term Loan has an initial maturity date of February 2027 and can be extended for two 12-month periods by the Company, subject to certain conditions. At March 31, 2026, the 2024 Term Loan was fully funded.

We pay interest on advances at varying rates, based upon, at our option, either daily, 1-, 3-, or 6-month SOFR (subject to a floor of zero basis points), plus an applicable margin between 135 and 235 basis points, depending upon our leverage ratio (as defined in the loan documents) or (ii) the base rate plus a margin ranging between 35 and 135 basis points, depending on our leverage ratio (as defined in the loan documents). We are required to pay other fees, including arrangement and administrative fees.

We are required to comply with various financial and other covenants to maintain borrowings under the 2024 Term Loan.

Amendment to 2024 Term Loan

In September 2024, we executed an amendment to the 2024 Term Loan. Under the amendment, we may elect at our sole discretion that the Unsecured Term Loan Leverage Ratio (as defined in the loan documents) may exceed 60% but shall in no event exceed 65% for such fiscal quarter and the next three succeeding fiscal quarters (the “Unsecured Term Loan Leverage Increase Period”). Once this one-time right has been exercised and after the Unsecured Term Loan Leverage Increase Period expires, the 2024 Term Loan will revert back to the prior Unsecured Term Loan Leverage Ratio pursuant to which the credit availability under the 2024 Term Loan will be limited to the 60% Unsecured Term Loan Leverage Ratio for the remainder of the term of the 2024 Term Loan. We have not yet made the election under the amendment.

$275 Million 2025 Delayed Draw Term Loan

In March 2025, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $275 million delayed draw term loan (the “2025 Delayed Draw Term Loan”) with Bank of America, N.A., as administrative agent. The 2025 Delayed Draw Term Loan was used to refinance a significant portion of our Convertible Notes which matured in February 2026. The 2025 Delayed Draw Term Loan has an accordion feature which allows the Company to increase the total commitments to $325 million.

The 2025 Delayed Draw Term Loan has an initial maturity date of March 2028 and can be extended for two 12-month periods by the Company, subject to certain conditions, resulting in a fully extended maturity of March 2030. At March 31, 2026, the 2025 Delayed Draw Term Loan was fully funded. Advances under the 2025 Delayed Draw Term Loan bear interest at varying rates based upon, at our option, either (i) daily SOFR or term SOFR, plus a margin ranging from 135 basis points to 235 basis points depending on our leverage ratio, or (ii) the base rate, plus a base rate margin ranging from 35 basis points to 135 basis points, depending on our leverage ratio.

We are also required to pay a fee on the unused portion of the 2025 Delayed Draw Term Loan equal to the undrawn amount multiplied by an annual rate of 0.25% of the average unused amount of the 2025 Delayed Draw Term Loan.

In March 2025, we incurred debt issuance costs related to the 2025 Delayed Draw Term Loan of $4.3 million. The debt issuance costs were recorded as deferred financing costs and included in Deferred charges, net on our Condensed Consolidated Balance Sheet at December 31, 2025. These costs were reclassified as a reduction to the related debt at the time the funds were drawn, which coincided with the repayment of the Convertible Notes at their maturity in February 2026.

Borrowings under the 2025 Delayed Draw Term Loan are limited by the value of the Unencumbered Assets (as defined in the loan agreements).

We are required to comply with various financial and other covenants to maintain borrowings under the 2025 Delayed Draw Term Loan.

Convertible Senior Notes and Capped Call Options

In January 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell an aggregate of $287.5 million of 1.50% convertible senior notes due in February 2026 (the “Convertible Notes”). The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were approximately $280 million before consideration of the Capped Call Transactions (as described below). These proceeds were used to pay the cost of the Capped Call Transactions and to partially repay outstanding obligations under our senior credit facility that was replaced by the 2023 Senior Credit Facility and another term loan.

The Convertible Notes bore interest at a rate of 1.50% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The Convertible Notes matured on February 15, 2026 (the “Maturity Date”). The Company recorded interest expense of $0.5 million and $1.1 million for the three-month periods ended March 31, 2026 and 2025, respectively. The Company incurred debt issuance costs related to the Convertible Notes Offering of $7.6 million, of which $0.2 million and $0.4 million was amortized as non-cash interest expense for the three-month periods ended March 31, 2026 and 2025, respectively. Including the amortization of the debt issuance costs, the effective interest rate on the Convertible Notes was approximately 2.00% for the three-month periods ended March 31, 2026 and 2025. The unamortized discount related to the Convertible Notes was $0.2 million at December 31, 2025.

The Convertible Notes were repaid in February 2026 with borrowings on our 2025 Delayed Draw Term Loan and $400 Million Revolver. The Capped Call options expired unexercised.

GIC Joint Venture Credit Facility

In September 2023, Summit JV MR 1, LLC (the “Borrower”), as borrower, and Summit Hospitality JV, LP (the “Parent” or “GIC Joint Venture”), as parent of the Borrower, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a credit facility (the “GIC Joint Venture Credit Facility”) with Bank of America, N.A., as administrative agent and sole initial lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The Operating Partnership and the Company are not borrowers or guarantors of the GIC Joint Venture Credit Facility. The GIC Joint Venture Credit Facility is guaranteed by all of the Borrower’s existing and future subsidiaries, subject to certain exceptions.

The GIC Joint Venture Credit Facility is currently comprised of a $125 million revolving credit facility (the “$125 Million Revolver”) and after giving effect to a December 2024 increase to the term loan, a $125 million term loan (the “$125 Million Term Loan”). The GIC Joint Venture Credit Facility has an accordion feature which allows the GIC Joint Venture to further increase the total commitments for aggregate borrowings of up to $500 million.

At March 31, 2026, we had $125 million outstanding under the $125 Million Revolver and the $125 Million Term Loan was fully funded. Both the $125 Million Revolver and the $125 Million Term Loan have an initial maturity date of September 2027, which may be extended by the Borrower for an additional year, subject to certain conditions.

The interest rate on the $125 Million Revolver is based on the higher of (i) daily SOFR or term SOFR, plus a margin of 215 basis points, or, (ii) the base rate, plus a base rate margin of 115 basis points.

The interest rate on the $125 Million Term Loan is based on the higher of (i) daily SOFR or term SOFR, plus a margin of 210 basis points, or, (ii) the base rate, plus a base rate margin of 110 basis points.

In addition, on a quarterly basis, the GIC Joint Venture will be required to pay a fee on the unused portion of the GIC Joint Venture Credit Facility equal to the undrawn amount multiplied by an annual rate of 0.25% of the average unused amount of the GIC Joint Venture Credit Facility. The GIC Joint Venture will also be required to pay other fees, including customary arrangement and administrative fees.

Borrowing Base Assets. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the Borrower's equity interests in the subsidiaries that hold 15 lodging properties financed by the facility, and the related TRS entities, which wholly own the TRS Lessees that lease each of the borrowing base assets. There are currently 15 lodging properties deemed borrowing base assets.

We are required to comply with various financial and other covenants to maintain borrowings under the GIC Joint Venture Credit Facility.

GIC Joint Venture Term Loan

In January and March 2022, the Operating Partnership and the GIC Joint Venture closed on a transaction with NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, “NewcrestImage”), to acquire a portfolio of 27 lodging properties, two parking structures, and various financial incentives (the “NCI Transaction”). In connection with the NCI Transaction, in January 2022, Summit JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC (each of which is a subsidiary of the GIC Joint Venture, and are collectively, the “JV Borrowers”), the GIC Joint Venture, as parent guarantor, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a $410 million senior secured term loan facility (the “2022 GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent, to finance a portion of the NCI transaction.

In July 2025, the Term Loan Borrower entered into a $400 million term loan (the “2025 GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent, and a syndicate of lenders to refinance and replace the 2022 GIC Joint Venture Term Loan. As part of the transaction, we incurred costs of $4.7 million, which are recorded as a discount on the related debt on our Condensed Consolidated Balance Sheet at March 31, 2026. These costs and $0.5 million of unamortized debt issuance costs from the 2022 GIC Joint Venture Term Loan will be amortized over the term of the 2025 GIC Joint Venture Term Loan.

The 2025 GIC Joint Venture Term Loan has an accordion feature that permits an increase in the total commitments by up to $200 million, for aggregate potential borrowings of up to $600 million. The 2025 GIC Joint Venture Term Loan will mature in July 2028 and can be extended for two 12-month periods at the option of the GIC Joint Venture, subject to certain conditions. As such, the 2025 GIC Joint Venture Term Loan has a fully extended maturity date of July 2030. At March 31, 2026, we had $383 million outstanding on the 2025 GIC Joint Venture Term Loan.

The interest rate on the 2025 GIC Joint Venture Term Loan is based upon, at our option, (i) daily SOFR or Term SOFR (1-month or 3-month) plus a margin of 235 basis points, or (ii) the base rate plus a base rate margin of 135 basis points. We are also required to pay other fees, including customary arrangement and administrative fees.

Neither the Operating Partnership nor the Company are borrowers or guarantors of the 2025 GIC Joint Venture Term Loan. The 2025 GIC Joint Venture Term Loan is guaranteed by the GIC Joint Venture and all of the Term Loan Borrower's existing and future subsidiaries, subject to certain exceptions.

At March 31, 2026, the 2025 GIC Joint Venture Term Loan is secured primarily by a first priority pledge of the Term Loan Borrower's equity interests in the subsidiaries that hold a direct or indirect interest in the remaining 23 lodging properties and two parking facilities purchased in the NCI Transaction that constitute borrowing base assets.

We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2025 GIC Joint Venture Term Loan.

PACE Loan

As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a Property Assessed Clean Energy (“PACE”) loan of approximately $6.5 million. The loan bears fixed interest at 6.10%, has an amortization period of 20 years, and matures in July 2040. The PACE loan is secured by an assessment lien imposed by the County of Tarrant, TX for the benefit of the lender. At March 31, 2026, the outstanding balance of the PACE loan was $5.5 million.

Brickell Mortgage Loan

In June 2022, the Company entered into a joint venture (the “Brickell Joint Venture”) with C-F Brickell, LLC (“C-F Brickell”) that was the developer of the dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel in Miami, FL (together the “AC/Element Hotel”), to facilitate the exercise of a purchase option to acquire a 90% equity interest in the Brickell Joint Venture (the “Initial Purchase Option”), which owned a 100% interest in the AC/Element Hotel. The Brickell Joint Venture entered into a $47 million mortgage loan and non-recourse guarantee with City National Bank of Florida to fund a portion of the Initial Purchase Option.

In May 2025, the Brickell Joint Venture closed on a $58 million mortgage loan (the “Brickell Mortgage Loan”) with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the $45.4 million outstanding balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June 2025.

The Brickell Mortgage Loan provides for an interest rate equal to one-month term SOFR plus 260 basis points. Payments on the Brickell Mortgage Loan are interest-only during the term of the loan, subject to certain financial requirements. The Brickell Mortgage Loan will mature in May 2028, and can be extended for two 12-month periods at the option of the Brickell Joint Venture, subject to certain conditions, for a fully extended maturity of May 2030.

NOTE 6 - LEASES

The Company has operating leases related to the land under certain lodging properties, conference centers, parking spaces, automobiles, our corporate office, and miscellaneous office equipment. These leases have remaining terms of one year to 72.3 years, some of which include options to extend the leases for additional years. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize rental expense for these leases on a straight-line basis over the lease term.

Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or restrictive covenants that materially affect our business.

Our right-of-use assets and related liabilities include renewal options reasonably certain to be exercised. We base our lease calculations on our estimated incremental borrowing rate. As of March 31, 2026 and December 31, 2025 our weighted average incremental borrowing rate was 4.8%.

The Company's total operating lease cost was $1.2 million for each of the three months ended March 31, 2026 and 2025, respectively, and the cash payments on operating leases were $1.0 million during each of the three months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, the weighted-average operating lease term was approximately 31.4 years and 31.8 years, respectively.

Operating lease maturities at March 31, 2026 are as follows (in thousands):


For the Year Ending December 31,	Amount
2026	$	1,800
2027	2,460
2028	2,278
2029	2,058
2030	1,387

Thereafter	32,415
Total lease payments (1)	42,398
Less: Imputed interest	(18,649)
Total	$	23,749

(1)Certain payments above include future increases to the minimum fixed rent based on the Consumer Price Index in effect at the initial measurement of the lease balances.

In addition, we rent or lease commercial space in certain of our lodging properties to third parties. We recorded gross third-party tenant income of $1.0 million and $1.1 million during the three months ended March 31, 2026 and 2025, respectively, in Other income, net on our Condensed Consolidated Statements of Operations.

As of March 31, 2026, non-cancelable commercial operating leases provide for future minimum rental income as follows (in thousands):


For the Year Ending December 31,	Amount
2026	$	2,535
2027	2,736
2028	1,013
2029	724
2030	462

Thereafter	1,624
Total lease payments	$	9,094

NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING

Information about our derivative financial instruments at March 31, 2026 and December 31, 2025 is as follows (dollars in thousands):


							Notional Amount				Fair Value
Contract Date	Effective Date		Expiration Date	Average Annual Effective Fixed Rate			March 31, 2026		December 31, 2025		March 31, 2026		December 31, 2025
Operating Partnership:


July 26, 2022	January 31, 2023		January 31, 2027	2.60	%		$	100,000	$	100,000	$	869	$	816
July 26, 2022	January 31, 2023		January 31, 2029	2.56	%		100,000		100,000		2,609		2,161
June 5, 2025	June 2, 2025		May 15, 2028	3.57	%		58,000		58,000		(19)		(404)
November 17, 2025	December 31, 2025		December 31, 2027	3.31	%		125,000		125,000		577		(109)
Total Operating Partnership							383,000		383,000		4,036		2,464

GIC Joint Venture:
March 24, 2023	July 1, 2023		January 13, 2026	3.35	%		—		100,000		—		12
March 24, 2023	July 1, 2023		January 13, 2026	3.35	%		—		100,000		—		12
January 19, 2024	October 1, 2024		January 13, 2026	3.77	%		—		100,000		—		(2)
August 25, 2025	January 13, 2026	(2)	January 13, 2028	3.26	%		150,000		150,000		835		(4)
August 25, 2025	January 13, 2026	(2)	January 13, 2028	3.27	%		150,000		150,000		824		(17)
Total GIC Joint Venture							300,000		600,000		1,659		1
Total				3.10	%	(1)	$	683,000	$	983,000	$	5,695	$	2,465

(1) Represents the weighted-average effective interest rate of our current interest rate swaps at March 31, 2026.

(2) In August 2025, the GIC Joint Venture entered into two $150 million forward starting interest rate swaps to fix one-month term SOFR to replace $300 million of existing GIC Joint Venture interest rate swaps that matured in January 2026. The forward starting interest rate swaps were outstanding at December 31, 2025 but did not become effective until January 13, 2026.

At March 31, 2026, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 50% of our total pro rata indebtedness when taking into consideration interest rate swaps that are currently in effect.

At both March 31, 2026 and December 31, 2025, we had $683 million of debt with variable interest rates that had been converted to fixed interest rates through derivative financial instruments which are carried at fair value. Differences between carrying value and fair value of our fixed-rate debt are primarily due to changes in interest rates. Inherently, fixed-rate debt is subject to fluctuations in fair value as a result of changes in the current market rate of interest on the valuation date.

Our interest rate swaps have been designated as cash flow hedges and are valued using a market approach, which is a Level 2 valuation technique. At March 31, 2026, five of our interest rate swaps were in an asset position and one was in a liability position. At December 31, 2025, four of our interest rate swaps were in an asset position and five were in a liability position. Derivative assets related to our interest rate swaps are recorded in Other assets and derivative liabilities are recorded in Accrued expenses and other on our Condensed Consolidated Balance Sheets. We are not required to post any collateral related to these agreements and are not in breach of any financial provisions of the agreements.

Changes in the fair value of the hedging instruments are deferred in Accumulated other comprehensive income on our Condensed Consolidated Balance Sheets and are reclassified to Interest expense on our Condensed Consolidated Statements of Operations in the period in which the hedged item affects earnings. In the next 12 months, we estimate that $3.5 million will be reclassified from Accumulated other comprehensive income and recorded as a decrease to Interest expense.

We characterize the realized and unrealized gain or loss related to derivative financial instruments designated as cash flow hedges as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Unrealized gain (loss) recognized in Accumulated other comprehensive income (loss) on derivative financial instruments	$	4,203	$	(1,698)
Gain reclassified from Accumulated other comprehensive income to Interest expense	$	973	$	1,969
Total interest expense and other finance expense presented on the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded	$	20,450	$	19,956

NOTE 8 - EQUITY

Common Stock

The Company is authorized to issue up to 500,000,000 shares of common stock, $0.01 par value per share (“Common Stock”). Each outstanding share of our Common Stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares possess the exclusive voting power.

Changes in Common Stock during the three months ended March 31, 2026 and 2025 were as follows:


	2026	2025
Beginning shares of Common Stock outstanding	108,798,686	108,435,663

Common Unit redemptions	—	2,923,797
Shares repurchased under the 2025 Share Repurchase Program	(1,433,023)	—
Grants under the Equity Plan (as defined below in Note 12 - Equity-Based Compensation)	1,691,204	1,253,885



Performance and time-based share forfeitures	(426,200)	(152,429)
Shares acquired for employee withholding requirements	(216,360)	(239,148)
Ending shares of Common Stock outstanding	108,414,307	112,221,768

Preferred Stock

The Company is authorized to issue up to 100,000,000 shares of preferred stock, $0.01 par value per share, of which 89,600,000 is currently undesignated, 6,400,000 shares have been designated as 6.25% Series E Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) and 4,000,000 shares have been designated as 5.875% Series F Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock”).

The Company's outstanding shares of preferred stock (collectively, “Preferred Shares”) rank senior to our Common Stock and on parity with each other with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Preferred Shares do not have maturity dates and are not subject to mandatory redemption or sinking fund requirements. The Series E Preferred Stock is redeemable by the Company at its election. The Company may not redeem the Series F Preferred Stock prior to August 12, 2026, except in limited circumstances relating to the Company’s continuing qualification as a REIT or in connection with certain changes in control. When redeemable, the Company may, at its option, redeem the applicable Preferred Shares, in whole or from time to time in part, by payment of $25 per share, plus any accumulated, accrued and unpaid dividends up to, but not including the date of redemption. If the Company does not exercise its rights to redeem the Preferred Shares upon certain changes in control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s Common Stock based on a defined formula, subject to a share cap, or alternative consideration. The share cap on each share of Series E Preferred Stock and Series F Preferred Stock is 3.1686 and 5.8275 shares of Common Stock, respectively, all subject to certain adjustments.

The Company pays dividends at an annual rate of $1.5625 for each share of Series E Preferred Stock and $1.46875 for each share of Series F Preferred Stock. Dividend payments are made quarterly in arrears on or about the last day of February, May, August, and November of each year.

2025 Share Repurchase Program

In April 2025, our Board of Directors authorized the repurchase of up to $50 million of our Common Stock (the “2025 Share Repurchase Program”). Repurchases may be made from time to time at management’s discretion, at prices management considers to be attractive, through open market purchases, subject to availability. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. We have no obligation to repurchase any shares under the program, and the timing, actual number and value of the shares that are repurchased, if any, are at the discretion of management. The 2025 Share Repurchase Program does not have an expiration date.

During the three months ended March 31, 2026 the Company repurchased 1,433,023 shares of our Common Stock under the 2025 Share Repurchase Program for an aggregate purchase price and commissions of $6.0 million, or an average of approximately $4.17 per share. As of March 31, 2026, approximately $28.6 million remained available for repurchase under the 2025 Share Repurchase Program.

NOTE 9 - NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS

Non-controlling Interests in Operating Partnership

Pursuant to the limited partnership agreement of our Operating Partnership, the unaffiliated third parties who hold Common Units have the right to request that we redeem their Common Units in exchange for cash based upon the fair value of an equivalent number of our shares of Common Stock at the time of redemption; however, the Company has the option to redeem Common Units with shares of our Common Stock on a one-for-one basis. The number of shares of our Common Stock issuable upon redemption of Common Units may be adjusted upon the occurrence of certain events such as share dividend payments, share subdivisions or combinations.

During the three months ended March 31, 2025, 2.9 million Common Units were converted to shares of our Common Stock. The conversion was recorded based on the average value per Common Unit on the original issuance dates. NewcrestImage owned approximately 12.9 million Common Units at both March 31, 2026 and December 31, 2025, respectively, which represents virtually all of the Common Units owned by unaffiliated third parties.

We classify outstanding Common Units held by unaffiliated third parties as Non-controlling interests, a component of equity on our Condensed Consolidated Balance Sheets. The portion of net income (loss) allocated to these Common Units is included on the Company’s Condensed Consolidated Statements of Operations as Net income (loss) attributable to non-controlling interests.

Non-controlling Interests in Consolidated Joint Ventures

At March 31, 2026, the Company is a partner with a majority equity interest in the three joint ventures described below, which are consolidated in our Condensed Consolidated Financial Statements. The portion of losses related to our joint ventures allocated to these non-controlling interests is included on the Company’s Condensed Consolidated Statements of Operations as Loss attributable to non-controlling interests.

GIC Joint Venture

In July 2019, the Company entered into the GIC Joint Venture to acquire assets that align with the Company’s current investment strategy and criteria. The Company serves as general partner and asset manager of the GIC Joint Venture and has historically and in the future intends to invest 51% of the equity capitalization of the limited partnership, with GIC investing the remaining 49%. The Company earns fees for providing services to the GIC Joint Venture and has the potential to earn incentive fees based on the GIC Joint Venture achieving certain return thresholds. At March 31, 2026, the GIC Joint Venture owns 39 lodging properties containing 5,503 guestrooms in 11 states.

The GIC Joint Venture owns the lodging properties through master REITs (the “Master REIT”) and subsidiary REITs (the “Subsidiary REIT”). All of the lodging properties owned by the GIC Joint Venture are leased to taxable REIT subsidiaries of the Subsidiary REITs (the “Subsidiary REIT TRSs”). To qualify as a REIT, the Master REIT and each Subsidiary REIT must meet all of the REIT requirements provided in the Internal Revenue Code, as amended. Taxable income related to the Subsidiary REIT TRSs is subject to federal, state, and local income taxes at applicable tax rates.

Brickell Joint Venture

In June 2022, the Company entered into the Brickell Joint Venture to complete the exercise of the Initial Purchase Option. Our joint venture partner, C-F Brickell, owns the remaining 10% equity interest in the Brickell Joint Venture. The Company has a second option to purchase the remaining 10% equity interest in the Brickell Joint Venture from C-F Brickell in December 2026 at its market value on the exercise date. The Company serves as the managing member of the Brickell Joint Venture.

Onera Joint Venture

In October 2022, the Company entered into the Onera Joint Venture with the acquisition of a 90% equity interest in the Onera Joint Venture. Our joint venture partner, Onera Opportunity Fund I, LP, a developer of alternative accommodation properties, owns the remaining 10% equity interest in the Onera Joint Venture. The Company serves as the managing member of the Onera Joint Venture. The Onera Joint Venture owns a 100% fee simple interest in real property and improvements located in Fredericksburg, TX.

Redeemable Non-controlling Interests

In connection with the NCI Transaction, Summit Hotel GP, LLC, a wholly-owned subsidiary of the Company and the sole general partner of the Operating Partnership, on its own behalf as general partner of the Operating Partnership and on behalf of the limited partners of the Operating Partnership, on January 13, 2022, entered into the Tenth Amendment (the “Tenth Amendment”) to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, to provide for the issuance of up to 2,000,000 Series Z Preferred Units. The Series Z Preferred Units rank on a parity with the Operating Partnership’s 6.25% Series E and 5.875% Series F Preferred Units and holders will receive quarterly distributions at a rate of 5.25% per year. From issuance until the tenth anniversary of their issuance, the Series Z Preferred Units will be redeemable at the holder’s request at any time, or in connection with a change of control of the Company, for cash or shares of the Company’s 5.25% Series Z Cumulative Perpetual Preferred Stock (which will be designated and authorized following receipt of notice of redemption by the holder of the Series Z Preferred Units) at the Company’s election, on a one-for-one basis. After the fifth anniversary of issuance, the Company may redeem the Series Z Preferred Units for cash at a redemption amount of $25 per unit. For a 90-day period immediately following both the tenth and the eleventh anniversaries of their issuance or in connection with a change of control of the Company, the Series Z Preferred Units will be redeemable at the holder’s request for cash at a redemption amount of $25 per unit. In January 2022 and March 2022, in connection with the NCI Transaction, the Operating Partnership issued an aggregate of 2,000,000 Series Z Preferred Units as partial consideration for the purchase. At March 31, 2026, the redeemable Series Z Preferred Units issued in connection with the NCI Transaction are recorded as temporary equity and reflected as Redeemable non-controlling interests on our Condensed Consolidated Balance Sheets.

NOTE 10 - FAIR VALUE MEASUREMENT

The following table presents information about our financial instruments measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we classify assets and liabilities based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Disclosures concerning financial instruments measured at fair value are as follows (in thousands):


	Fair Value Measurements at March 31, 2026 using
	Level 1		Level 2		Level 3		Total
Assets:
Interest rate swaps	$	—	$	5,714	$	—	$	5,714
Onera Purchase Option	—		—		931		931

Liabilities:
Interest rate swaps	—		19		—		19


	Fair Value Measurements at December 31, 2025 using
	Level 1		Level 2		Level 3		Total
Assets:
Interest rate swaps	$	—	$	3,001	$	—	$	3,001
Onera Purchase Option	—		—		931		931
Liabilities:
Interest rate swaps	—		536		—		536

The Onera Purchase Option does not have a readily determinable fair value. The fair value was estimated using a modified Monte Carlo simulation model and was based on unobservable inputs for which there is little or no market information available. As such, we were required to develop assumptions to estimate the fair value of the Modified Onera Purchase Option as follows (dollars in thousands):


Estimated equity value	$	3,300,000
Weighted average cost of capital	13.00		%
Expected volatility	12.80		%
Risk free rate	3.42		%

Term (1)	1.08 years

(1)The Purchase Option is exercisable through March 2027.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Franchise Agreements

All of our lodging properties (with the exception of the Onera Joint Venture property and the Nordic Lodge - Steamboat Springs, CO property) operate under franchise agreements with major hotel franchisors. The initial terms of our franchise agreements generally range from 10 to 30 years with various extension provisions. Each franchisor receives franchise fees ranging from 3% to 6% of each lodging property’s room revenue, and some agreements require that we pay marketing fees of up to 4% of room revenue. In addition, some of these franchise agreements require that we deposit into a reserve fund for capital expenditures up to 5% of the lodging property's gross room revenue to ensure that we comply with the franchisor's standards and requirements. We also pay fees to our franchisors for services related to reservation and information systems. We expensed fees related to our franchise agreements of $14.3 million and $13.8 million for the three months ended March 31, 2026 and 2025, respectively.

Management Agreements

Our lodging properties operate pursuant to management agreements with various professional third-party management companies. The remaining terms of our management agreements range from month-to-month to seven years and have various extension provisions. Each management company receives a base management fee, which is a percentage of total lodging property revenues. In addition, our lodging property management agreements generally provide that the lodging property manager can earn an incentive fee for hotel-level Earnings Before Interest, Taxes, Depreciation and Amortization over certain thresholds of a required investment return. In some cases, there are also monthly fees for certain services, such as accounting and shared services, based on the number of guestrooms. Generally, there are also incentive fees payable to our property managers based on attaining certain financial thresholds at lodging properties under their management. Management fee expenses were $4.2 million and $4.5 million for the three months ended March 31, 2026 and 2025, respectively.

Litigation

We are involved from time to time in litigation arising in the ordinary course of business. There are currently no pending legal actions that we believe would have a material effect on our consolidated financial position or results of operations.

NOTE 12 - EQUITY-BASED COMPENSATION

Our 2024 Equity Incentive Plan, which became effective May 22, 2024, and previously, the 2011 Equity Incentive Plan (collectively, the “Equity Plan”), provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other stock-based awards.

Stock options granted may be either incentive stock options or non-qualified stock options. Vesting terms may vary with each grant. At March 31, 2026, we only have outstanding restricted stock awards. All of our outstanding equity-based awards are classified as equity awards.

Time-Based Restricted Stock Awards Made Pursuant to Our Equity Plan

The following table summarizes time-based restricted stock award activity under our Equity Plan:


	Number of Shares	Weighted-Average Grant Date Fair Value		Aggregate Current Value
		(per share)		(in thousands)
Non-vested at December 31, 2025	1,386,182	$	6.73	$	6,751
Granted	865,706	4.13
Vested	(493,127)	7.02
Forfeited	(293)	6.63
Non-vested at March 31, 2026	1,758,468	$	5.37	$	7,772

The awards vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date).

The awards granted to our executive officers generally vest over a three-year period based on continuous service (25% on the first and second anniversary of the grant date and 50% on the third anniversary of the grant date) or in certain circumstances upon a change in control.

The holders of these time-based restricted stock awards have the right to vote their unvested restricted shares of Common Stock and receive all dividends declared and paid whether or not vested. The fair value of time-based restricted stock awards granted is calculated based on the market value of our Common Stock on the date of grant.

Performance-Based Restricted Stock Awards Made Pursuant to Our Equity Plan

The following table summarizes performance-based restricted stock activity under the Equity Plan:


	Number of Shares	Weighted-Average Grant Date Fair Value (1)		Aggregate Current Value
		(per share)		(in thousands)
Non-vested at December 31, 2025	1,509,788	$	8.26	$	7,353
Granted	825,498	4.40

Forfeited	(425,907)	10.08
Non-vested at March 31, 2026	1,909,379	$	6.18	$	8,439

(1) Amounts represent the expected future value of the performance-based restricted stock awards calculated using the Monte Carlo simulation valuation model.

Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our Common Stock on the grant date. The fair value of the performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model. These awards generally vest over a three-year period based on our total shareholder return relative to the total shareholder return of certain companies within the Dow Jones U.S. Hotels Index (or in the event such index is discontinued, or its methodology significantly changed, a comparable index selected by the Compensation Committee of the Board of Directors) at the end of the period or upon a change in control. The awards require continued service during the measurement period, except in the case of certain terminations of employment or in the case of a change in control and are subject to the other conditions described in the Equity Plan or award document.

The number of shares the executive officers may earn under these awards range from zero shares to twice the number of shares granted based on our percentile ranking within the Index at the end of the performance period. In addition, a portion of the performance-based shares may be earned based on the Company's absolute total shareholder return calculated during the performance period.

The holders of these performance-based restricted stock awards have the right to vote their unvested restricted shares of Common Stock, and any dividends declared accrue and will be subject to the same vesting conditions as the performance awards. Further, if additional shares are earned based on our percentile ranking within the index, dividends will be paid as if the additional shares had been held throughout the entire performance period.

Equity-Based Compensation Expense

Equity-based compensation expense included in Corporate general and administrative expenses on the Condensed Consolidated Statements of Operations is as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Time-based restricted stock	$	992	$	928
Performance-based restricted stock	1,009		988

	$	2,001	$	1,916

We recognize equity-based compensation expense ratably over the vesting periods. The amount of expense may be subject to adjustment in future periods due to forfeitures of time-based restricted stock.

Unrecognized equity-based compensation expense for all non-vested awards pursuant to our Equity Plan was $15.5 million at March 31, 2026 and will be recorded as follows (in thousands):


	Total		2026		2027		2028		2029
Time-based restricted stock	$	7,876	$	3,133	$	3,068	$	1,453	$	222
Performance-based restricted stock	7,576		2,960		2,906		1,485		225
	$	15,452	$	6,093	$	5,974	$	2,938	$	447

NOTE 13 - INCOME TAXES

We have elected to be taxed as a REIT. As a REIT, we are generally not subject to corporate-level income taxes on taxable income we distribute to our stockholders.

Income related to our TRS Lessees is subject to federal, state, and local taxes at applicable corporate tax rates. Our consolidated tax provision includes the income tax provision related to the operations of the TRS Lessees as well as state and local income taxes related to the Operating Partnership.

We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. Certain of our TRS Lessees have incurred operating losses in the past and the realizability of certain of our deferred tax assets as of March 31, 2026 is not reasonably assured. Therefore, we have recorded a valuation allowance of $2.7 million against a portion of our deferred tax assets at March 31, 2026. We may reverse the valuation allowance in the future as additional evidence becomes available to support the realizability of the deferred tax assets.

The Company recorded income tax expense of $0.9 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively.

We file U.S. and state income tax returns in jurisdictions with varying statutes of limitations. In general, we are not subject to tax examinations by tax authorities for years before 2022. In the normal course of business, we are subject to examination by federal, state, and local jurisdictions where applicable. We had no unrecognized tax benefits at March 31, 2026. We expect no significant increase or decrease in unrecognized tax benefits due to changes in tax positions within the next year.

NOTE 14 - EARNINGS PER SHARE

The following is a summary of the components used to calculate basic and diluted earnings per share (in thousands, except per share amounts):


	Three Months Ended March 31,
	2026		2025
Numerator:
Net (loss) income	$	(5,913)	$	623
Adjusted for:
Distributions to and accretion of redeemable non-controlling interests	(657)		(657)
Preferred dividends	(3,970)		(3,970)
Income attributable to non-controlling interests in joint ventures	(1,168)		(1,283)
Dividends paid on unvested time-based restricted stock	(111)		(94)
Allocation of loss to participating securities (1)	1,297		587




Numerator for loss per common stockholder - basic and diluted	$	(10,522)	$	(4,794)

Denominator:





Weighted average common shares outstanding - basic and diluted	105,720		108,008

Net loss per share available to common stockholders:
Basic and diluted	$	(0.10)	$	(0.04)

(1) Balances include amounts allocated to Common Units, for the three months ended March 31, 2026 and 2025.

NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash consists of certain funds maintained in escrow for property taxes, insurance, and certain capital expenditures. Funds may be disbursed from the account upon proof of expenditures and approval from the lender or other party requiring the restricted cash reserves.

Supplemental cash flow information is as follows (in thousands):


	Three Months Ended March 31,
	2026		2025

Cash payments for interest	$	19,383	$	20,327

Accrued improvements to lodging properties	$	2,914	$	8,797

Cash payments for income taxes, net of refunds	$	52	$	13
Accrued and unpaid dividends on unvested performance-based restricted stock	$	509	$	401

NOTE 16 - SEGMENT INFORMATION

We have investments in lodging properties located in 24 states of the USA. Our lodging properties derive revenue primarily from guestroom sales, food and beverage sales, and revenues from other lodging services and amenities. Our President and Chief Executive Officer, who serves as our Chief Operating Decision Maker (“CODM”), evaluates the performance, makes capital allocation decisions, and manages the overall operating and investing strategy of each hotel individually. As such, we consider each lodging property to be an operating segment. Each of our properties has similar economic characteristics and risks, facilities, and services and distribute their products and services in the same manner through third-party management companies. Therefore, all of our lodging properties are aggregated into a single reportable segment. The accounting policies of the lodging property segment are the same as those described in “Note 2 - Basis of Presentation and Significant Accounting Policies” to the Condensed Consolidated Financial Statements. Our measure of segment assets is total assets as reported on our Condensed Consolidated Balance Sheets.

On a regular basis, the segment's performance is assessed, and decisions are made related to the allocation of resources primarily based on lodging property earnings before interest, taxes, depreciation and amortization (“Hotel EBITDA”) by comparing Hotel EBITDA results to budgets and forecasts, prior period results, and industry or peer group benchmarks. Additionally, the CODM considers other performance metrics such as total revenue, revenue per available room (“RevPAR”), average daily rate (“ADR”), occupancy, and hotel gross operating profit to assess operating performance.

Lodging revenues and Hotel EBITDA, including significant lodging expenses for our single reportable operating segment, are as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Lodging property revenues:
Room	$	162,564	$	163,731
Food and beverage	11,460		10,990
Other	11,029		9,757
Total revenues	185,053		184,478

Lodging property expenses:
Room	36,347		36,132
Sales and marketing	23,983		23,750
Administrative and general	14,533		14,495
Property taxes, insurance and other	13,884		13,311
Food and beverage	8,520		7,991
Property operations & maintenance	7,829		7,821
Utility costs	7,630		7,038
Management fees	4,221		4,495
Other lodging property expenses	4,675		3,818
Total lodging property expenses	121,622		118,851
Hotel EBITDA	$	63,431	$	65,627

A reconciliation of (Loss) income from continuing operations before income taxes as shown on our Condensed Consolidated Statements of Operations to Hotel EBITDA is as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
(Loss) income from continuing operations before income taxes	$	(5,021)	$	1,377
Adjusted for:
Depreciation and amortization	36,774		37,230
Corporate general and administrative	8,845		8,571


Loss on write-down of assets	3,641		—
Loss (gain) on disposal of assets, net	40		(1)
Interest expense	20,450		19,956
Interest income	(246)		(276)

Other income, net	(1,052)		(1,230)
Hotel EBITDA	$	63,431	$	65,627

NOTE 17 - SUBSEQUENT EVENTS

Dividends

On April 23, 2026, our Board of Directors declared quarterly cash dividends and distributions of $0.08 per share on our Common Stock and per Common Unit of the Operating Partnership and cash dividends of $0.390625 per share of 6.25% Series E Preferred Stock and $0.3671875 per share of 5.875% Series F Preferred Stock. The Board of Directors also declared on behalf of the Operating Partnership, a cash distribution of $0.328125 per share of the Operating Partnership's unregistered 5.250% Series Z Cumulative Perpetual Preferred Units. The dividends and distributions are payable on May 29, 2026 to holders of record as of May 15, 2026.

Pending Lodging Property Sales

PART I - FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2025, and our unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Unless stated otherwise or the context otherwise requires, references in this report to “we,” “our,” “us,” “our company” or “the company” mean Summit Hotel Properties, Inc. and its consolidated subsidiaries.

Cautionary Statement about Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “forecast,” “project,” “potential,” “continue,” “likely,” “will,” “would” or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and the ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

•global, national, regional and local economic and geopolitical conditions and events, including wars or potential hostilities, such as future terrorist attacks, that may negatively affect business transient, group, international and other travel or consumer behavior;

•changes in federal or state regulations or policies, such as the effect of significantly increased tariffs or retaliatory responses to increased tariffs, that could affect the labor market or our business;

•the effect of government shut-downs;

•macroeconomic conditions related to, and our ability to manage, inflationary pressures for commodities, labor and other costs of our business;

•consumer purchasing power and overall behavior, or a potential recessionary environment, which could adversely affect our costs, liquidity, consumer confidence, and demand for travel and lodging;

•levels of spending for business and leisure travel;

•adverse changes in occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”) and other lodging property operating metrics;

•potential changes in operations, including as a result of new regulations or changes in brand standards;

•financing risks, including the risk of leverage and the corresponding risk of default on our existing indebtedness and potential inability to refinance or extend the maturities of our existing indebtedness;

•effects of infectious disease outbreaks or pandemics;

•default by borrowers to which we lend or provide seller financing;

•supply and demand factors in our markets or sub-markets;

•the effect of alternative accommodations on our business;

•financial condition of, and our relationships with, third-party property managers and franchisors;

•the degree and nature of our competition;

•increased interest rates or continued high rates of interest;

•increased renovation costs, which may cause actual renovation costs to exceed our current estimates;

•supply-chain disruption, which may reduce access to operating supplies or construction materials and increase related costs;

•changes in zoning laws;

•significant increases in real property taxes;

•significant increases in insurance costs or availability, including losses in excess of estimates for self-insured risks;

•risks associated with lodging property acquisitions, including the ability to ramp up and stabilize newly acquired lodging properties with limited or no operating history or that require substantial amounts of capital improvements for us to earn economic returns consistent with our expectations at the time of acquisition;

•risks associated with dispositions of lodging properties, including our ability to successfully complete the sale of lodging properties under contract to be sold, including the risk that the purchaser may not have access to the capital needed to complete the purchase;

•the nature of our structure and transactions such that our federal and state taxes are complex and there is risk of successful challenges to our tax positions by the Internal Revenue Service (“IRS”) or other federal and state taxing authorities;

•availability of and the abilities of our property managers and us to retain qualified personnel at our lodging property and corporate offices;

•our failure to maintain our qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “IRC”);

•changes in our business or investment strategy;

•availability, terms and deployment of capital;

•general volatility of the capital markets and the market price of our common stock;

•environmental uncertainties and risks, including related to natural disasters;

•our ability to recover fully under third-party indemnities or our existing insurance policies for insurable losses and our ability to maintain adequate or full replacement cost “all-risk” property insurance policies on our properties on commercially reasonable terms;

•a data breach or significant disruption of our information technology systems and networks, or those of our brand or third-party property manager partners, due to cybersecurity incidents may result in losses that are greater than insurance coverages or indemnities from service providers. Cybersecurity incidents could also result in, among other things, a loss of business due to a decline in consumer confidence;

•our ability to manage rapidly advancing artificial intelligence technology related to our business;

•our ability to effectively manage our joint ventures with our joint venture partners;

•current and future changes to the IRC;

•our ability to continue to maintain an effective corporate responsibility program;

•our ability to successfully implement our share repurchase program or implement future share repurchase programs;

•the other factors discussed under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Overview

Summit Hotel Properties, Inc. is a self-managed lodging property investment company that was organized in June 2010 and completed its initial public offering in February 2011. We focus on owning lodging properties with efficient operating models that generate strong margins and investment returns. Our lodging properties are typically located in markets with multiple demand generators such as corporate offices and headquarters, retail centers, airports, state capitols, convention centers, and leisure attractions. Substantially all of our assets are held by, and all of our operations are conducted through, our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”). Through a wholly-owned subsidiary, we are the sole general partner of the Operating Partnership. At March 31, 2026, we owned, directly and indirectly, approximately 89% of the Operating Partnership’s issued and outstanding common units of limited partnership interest (“Common Units”), and all of the Operating Partnership’s issued and outstanding 6.25% Series E and 5.875% Series F preferred units of limited partnership interest. NewcrestImage Holdings, LLC and NewcrestImage Holdings II, LLC own all of the issued and outstanding 5.25% Series Z Cumulative Perpetual Preferred Units of the Operating Partnership (“Series Z Preferred Units”), which was issued as part of the NCI Transaction (as defined in “Note 5 -Debt” to the accompanying Condensed Consolidated Financial Statements). We collectively refer to preferred units of limited partnership interests of our Operating Partnership as “Preferred Units.”

At March 31, 2026, our portfolio consisted of 94 lodging properties with a total of 14,226 guestrooms located in 24 states of the United States of America. We own our lodging properties in fee simple, except for six lodging properties which are subject to ground leases or subleases. As of March 31, 2026, we own 100% of the outstanding equity interests in 52 of the 94 lodging properties. We own a 51% controlling interest in 39 lodging properties through a joint venture that was formed in July 2019 with USFI G-Peak, Ltd. (“GIC”), a private limited company incorporated in the Republic of Singapore (the “GIC Joint Venture”). We also own 90% equity interests in two separate joint ventures (the “Brickell Joint Venture” and the “Onera Joint Venture”). The Brickell Joint Venture owns two lodging properties, and the Onera Joint Venture owns one lodging property.

Our hotel properties primarily operate under premium franchise brands owned by Marriott® International, Inc. (“Marriott”), Hilton® Worldwide (“Hilton”), Hyatt® Hotels Corporation (“Hyatt”) and InterContinental® Hotels Group (“IHG”). We also own two independent lodging properties.

We have elected to be taxed as a REIT for federal income tax purposes commencing with our short taxable year ended December 31, 2011. To qualify as a REIT, we cannot operate or manage our lodging properties. Accordingly, all of our lodging properties are leased to our taxable REIT subsidiaries (“TRS Lessees” or “TRSs”). All of our lodging properties are operated pursuant to lodging property management agreements between our TRS Lessees and professional, third-party lodging property management companies that are not affiliated with us as follows:


Management Company	Number of Properties	Number of Guestrooms
Affiliates of Aimbridge Hospitality, LLC	48	7,323
OTO Development, LLC	11	1,560

Affiliates of Magna Hospitality Group, L.C.	10	1,619
Stonebridge Realty Advisors, Inc. and affiliates	7	1,042
Crestline Hotels & Resorts, LLC	7	927
Affiliates of Marriott, including Courtyard Management Corporation, SpringHill SMC Corporation and Residence Inn by Marriott, Inc.	3	413
White Lodging Services Corporation	2	453
Hersha Hospitality Management	2	338




MIA Hospitality Management, LLC	2	264
InterContinental Hotel Group Resources, Inc., an affiliate of IHG	1	252
Blink Data Services, LLC	1	35
Total	94	14,226

Our typical lodging property management agreement requires us to pay a base fee to our lodging property manager calculated as a percentage of lodging property revenues. In addition, our property management agreements generally provide that the lodging property manager can earn an incentive fee for hotel-level Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) over certain thresholds of a required investment return to us. Our TRS Lessees may employ other lodging property managers in the future. We currently do not have any ownership or economic interest in any of the lodging property management companies engaged by our TRS Lessees. However, we have a purchase option to acquire a minority equity interest in the entity that owns the Onera brand, which is an affiliate of Blink Data Services, LLC, if we reach certain investment thresholds in Onera-branded properties.

Our revenues are derived from lodging property operations and consist of room revenue, food and beverage revenue and other lodging property operations revenue. Revenues from our other lodging property operations consist of ancillary revenues related to parking, cancellation fees, meeting rooms, and other guest services provided at certain of our lodging properties.

Industry Trends and Outlook

Room-night demand in the U.S. lodging industry is generally correlated to certain macroeconomic trends. Key drivers of demand, and therefore lodging revenues, include changes in gross domestic product, corporate profits, capital investments, employment, government policy, inbound international travel, and consumer and corporate sentiment. From a cost perspective, elevated inflation increased the cost of salaries, wages, supplies, material, freight, insurance, and energy in recent years. A portion of these costs were partially offset by increases in average guestroom rates for lodging properties. Expense growth has moderated to a pace consistent with historical long-term inflation rates; however, certain costs remain above historical levels and could be further affected by changes in tariff policies and trade agreements.

During the first quarter of 2026, we experienced modest same-store RevPAR growth driven by improved demand that facilitated higher average daily rates as room night mix shifted favorably toward higher rated demand segments. While these positive trends are generally expected to continue, ongoing macroeconomic uncertainty driven by the current political environment, geopolitical conflict, recent policy changes, and ongoing concerns related to inflationary pressures continues to affect consumer and corporate sentiment and spending. The medium- and long-term outlook for the industry remain favorable as forecasted room night demand growth and increases in average daily rate, coupled with minimal supply growth, are expected to drive industry RevPAR growth over the next several years.

Our Lodging Property Portfolio

According to current chain scales as defined by STR Global (“STR”), as of March 31, 2026, six of our lodging properties with a total of 954 guestrooms are categorized as Upper-upscale hotels, 71 of our lodging properties with a total of 10,944 guestrooms are categorized as Upscale hotels and 15 of our lodging properties with a total of 2,248 guestrooms are categorized as Upper-midscale hotels. We have two independent lodging properties that are not categorized by STR. Lodging property information at March 31, 2026 is as follows:


Franchise/Brand	Number of Lodging Properties	Number of Guestrooms
Marriott
Courtyard by Marriott	14	2,618
Residence Inn by Marriott	16	2,256
AC Hotel by Marriott	6	1,026
SpringHill Suites by Marriott	6	775
TownePlace Suites	2	225
Marriott	1	165
Fairfield Inn & Suites by Marriott	1	140
Element by Marriott	1	108

Total Marriott	47	7,313
Hilton
Hampton Inn & Suites	8	1,162
Hilton Garden Inn	7	1,102
Homewood Suites	3	369
Embassy Suites	2	346
Canopy Hotel	2	326
Hampton Inn	1	250
DoubleTree by Hilton	1	210
Total Hilton	24	3,765
Hyatt
Hyatt Place	13	1,893
Hyatt House	3	466
Total Hyatt	16	2,359
IHG
Holiday Inn Express & Suites	3	471

Staybridge Suites	1	121
Hotel Indigo	1	117
Total IHG	5	709
Independent
Nordic Lodge	1	45
Onera	1	35
Total Independent	2	80
Total	94	14,226

Lodging Property Portfolio Activity

We continually evaluate alternatives to refine our portfolio to drive growth and create value. In the normal course of business, we evaluate opportunities to acquire additional properties that meet our investment criteria and opportunities to recycle capital through the disposition of properties. As such, the composition and size of our portfolio of properties may change materially over time. Significant changes to our portfolio of properties could have a material effect on our Condensed Consolidated Financial Statements.

See “Note 3 - Investments in Lodging Property, net” to the Condensed Consolidated Financial Statements for further information related to lodging property acquisitions and dispositions.

Results of Operations

The comparisons that follow should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Comparison of the Three Months Ended March 31, 2026 with the Three Months Ended March 31, 2025

The following table contains key operating metrics for our portfolio for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 (dollars in thousands, except ADR and RevPAR).


	Three Months Ended March 31,												Quarter-over-Quarter				Quarter-over-Quarter
	2026						2025						Dollar Change				Percentage Change
	Total Portfolio (94 properties)(1)			Same-Store (2) Portfolio (94 properties)			Total Portfolio (97 properties)			Same-Store Portfolio (94 properties)			Total Portfolio (94/97 properties)		Same-Store Portfolio (94 properties)		Total Portfolio (94/97 properties)		Same-Store Portfolio (94 properties)
Revenues:
Room	$	162,564		$	162,052		$	163,731		$	161,424		$	(1,167)	$	628	(0.7)	%	0.4	%
Food and beverage	11,460			11,384			10,990			10,768			470		616		4.3	%	5.7	%
Other	11,029			11,010			9,757			9,579			1,272		1,431		13.0	%	14.9	%
Total	$	185,053		$	184,446		$	184,478		$	181,771		$	575	$	2,675	0.3	%	1.5	%

Expenses:
Room	$	36,347		$	36,230		$	36,132		$	35,568		$	215	$	662	0.6	%	1.9	%
Food and beverage	8,520			8,446			7,991			7,778			529		668		6.6	%	8.6	%
Other lodging property operating expenses	58,650			58,386			56,922			55,809			1,728		2,577		3.0	%	4.6	%
Total	$	103,517		$	103,062		$	101,045		$	99,155		$	2,472	$	3,907	2.4	%	3.9	%

Operational Statistics:
Occupancy	71.6		%	71.6		%	72.2		%	72.5		%	n/a		n/a		(0.9)	%	(1.3)	%
ADR	$	176.57		$	176.85		$	173.06		$	174.20		$	3.51	$	2.65	2.0	%	1.5	%
RevPAR	$	126.37		$	126.57		$	124.99		$	126.28		$	1.38	$	0.29	1.1	%	0.2	%

(1) Includes the operating results of the Hilton Garden Inn - Longview, TX, which was sold in the first quarter of 2026, from January 1, 2026 through the disposition date of February 20, 2026. Therefore, total portfolio operating results reflect 95 lodging properties for a portion of the period.

(2) Same-store information includes operating results for 94 hotels owned by the Company as of January 1, 2025, and at all times during the three months ended March 31, 2026, and 2025.

The portfolio information above for the three months ended March 31, 2026 and 2025 reflects operating results for various portions of each period for certain lodging properties as a result of sales of lodging properties. The following table details how the disposition transactions affect each reporting period:

Portion of Operating Results Included

For the Three Months Ended

Transaction

March 31,

Date

2026

2025

Sold Properties:

(Total Portfolio)

Courtyard by Marriott - Amarillo, TX

October 2025

None

Full Period

Courtyard by Marriott - Kansas City, MO

October 2025

None

Full Period

Hilton Garden Inn - Longview, TX

February 2026

Partial Period

Full Period

Changes from the three months ended March 31, 2026 compared with the three months ended March 31, 2025 were due to the following:

•Revenues and RevPAR. Room revenues for our total portfolio during the first quarter of 2026 compared with the first quarter of 2025 decreased by $1.2 million primarily as a result of a $1.8 million decrease in room revenues due to the sale of three lodging properties (collectively, the “Sold Properties”), partially offset by a $0.6 million increase in same-store revenues. The same-store increase was primarily driven by the completion of the renovation of the Courtyard Oceanside Fort Lauderdale Beach and improved performance in markets such as San Francisco and Phoenix, offset by decreased performance due to the lack of snowfall in leisure-oriented mountain destinations, the temporary closure of convention centers in various markets, and an unfavorable Super Bowl host city comparison.

Occupancy decreased 0.9% and ADR increased by 2.0% for the total portfolio during the first quarter of 2026, which resulted in a 1.1% increase in RevPAR. On a same-store basis, we experienced a decrease of 1.3% in occupancy and a 1.5% increase in ADR during the first quarter of 2026. This resulted in an increase in same-store RevPAR of 0.2%. The increase in ADR was driven by improved performance in higher rated demand segments.

•Room Expenses. Room expenses for our total portfolio for the first quarter of 2026 compared with the first quarter of 2025 increased $0.2 million as a result of a $0.7 million increase in same-store room expenses primarily related to increases in labor and benefits costs offset by a $0.5 million decrease due to the sale of the Sold Properties.

•Food and Beverage Revenues and Expenses. Total portfolio food and beverage revenues increased $0.5 million for the first quarter of 2026 primarily due to a $0.6 million increase in same-store food and beverage revenues driven by the completion of the renovation of the Courtyard Oceanside Fort Lauderdale Beach and other food and beverage initiatives, offset by a $0.1 million decrease due to the sale of the Sold Properties. Total portfolio food and beverage expenses increased by $0.5 million as a result of a $0.7 million increase in same-store food and beverage expenses primarily to support the increase in food and beverage revenues, partially offset by a $0.2 million decrease due to the sale of the Sold Properties.

•Other Lodging Property Operating Revenues and Expenses. Other lodging property operating revenues for our total portfolio during the first quarter of 2026 compared with the first quarter of 2025 increased $1.3 million primarily due to increases in same-store resort and parking fees.

The $1.7 million increase in other lodging property operating expenses for the total portfolio for the three months ended March 31, 2026 in comparison with the three months ended March 31, 2025 was attributable to a $2.6 million increase in same-store other lodging property operating expenses offset by a $0.9 million decrease due to the sale of the Sold Properties. The same-store increase was driven by increased royalties and franchise fees, property operation and maintenance costs, utilities, and labor expenses.

The following table includes other consolidated income and expenses for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 (dollars in thousands):


	Three Months Ended March 31,
	2026		2025		Dollar Change		Percentage Change
Property taxes, insurance and other	$	13,884	$	13,311	$	573	4.3	%
Management fees	4,221		4,495		(274)		(6.1)	%
Depreciation and amortization	36,774		37,230		(456)		(1.2)	%
Corporate general and administrative	8,845		8,571		274		3.2	%




Interest expense	20,450		19,956		494		2.5	%



Other income, net	1,052		1,230		(178)		(14.5)	%
Income tax expense	892		754		138		18.3	%

Changes for the three months ended March 31, 2026 compared with the three months ended March 31, 2025 were due to the following:

•Property Taxes, Insurance and Other. Property taxes, insurance and other increased $0.6 million during the three months ended March 31, 2026 as a result of a $0.8 million increase in property tax expenses, partially offset by a $0.2 million decrease in insurance premiums. The increase in property tax expenses was primarily due to a $0.4 million decrease in property tax refunds and a $0.5 million increase due to increased property assessment values in certain locations, partially offset by a $0.1 million decrease due to the sale of the Sold Properties. The decrease in insurance premiums was due to favorable rates in the current period for our property insurance and the establishment of a partial self-insurance program for general liability coverage.

•Management Fees. Management fees decreased by $0.3 million during the three months ended March 31, 2026 primarily due to certain property management transitions in 2025, which resulted in lower management fees during the three months ended March 31, 2026.

•Depreciation and Amortization. Depreciation and amortization decreased by $0.5 million during the three months ended March 31, 2026 due to the sale of the Sold Properties, partially offset by additional depreciation expense related to assets placed in service as a result of completed renovations.

•Corporate General and Administrative. Corporate general and administrative expenses increased by $0.3 million during the three months ended March 31, 2026 primarily due to increases in non-cash stock compensation expenses and corporate employee-related costs.

•Interest Expense. Interest expense increased by $0.5 million during the three months ended March 31, 2026, primarily due to the refinancing in February 2026 of the $287.5 million 1.5% Convertible Notes with the $275 million 2025 Delayed Draw Term Loan, which has a higher variable interest rate.

•Other Income, net. Other income, net for the three months ended March 31, 2026 consists primarily of $0.6 million of third-party tenant income and the realization of approximately $0.6 million of tax rebates related to the NCI Transaction during the period, partially offset by a net casualty loss of $0.3 million.

Other income, net for the three months ended March 31, 2025 consists primarily of $0.7 million of third-party tenant income and the realization of approximately $0.7 million of tax rebates related to the NCI Transaction during the period, partially offset by a net casualty loss of $0.3 million.

•Income Tax Expense. The Company recorded an income tax expense of $0.9 million during the three months ended March 31, 2026, compared to an income tax expense of $0.8 million during the same period in the previous year. Income tax expense varies based on changes in our effective tax rate and variability in quarterly net income (loss).

Non-GAAP Financial Measures

We disclose certain “non-GAAP financial measures,” which are measures of our historical financial performance. Non-GAAP financial measures are financial measures not prescribed by Generally Accepted Accounting Principles (“GAAP”). These measures are as follows: (i) Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”) and Adjusted EBITDAre, (ii) Funds From Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) (as described below). We caution investors that amounts presented in accordance with our definitions of non-GAAP financial measures may not be comparable to similar measures disclosed by other companies, since not all companies calculate these non-GAAP financial measures in the same manner. Our non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss) as a measure of our operating performance. Our non-GAAP financial measures may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures, property acquisitions, debt service obligations and other commitments and uncertainties. Although we believe that our non-GAAP financial measures can enhance the understanding of our financial condition and results of operations, these non-GAAP financial measures are not necessarily better indicators of any trend as compared to a comparable measure prescribed by GAAP such as net income (loss).

EBITDA, EBITDAre and Adjusted EBITDAre

EBITDA

EBITDA represents net income or loss, excluding: (i) interest, (ii) income tax expense and (iii) depreciation and amortization. We believe EBITDA is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results. Our management team also uses EBITDA as one measure in determining the value of acquisitions and dispositions.

EBITDAre and Adjusted EBITDAre

EBITDAre is based on EBITDA and is expected to provide additional relevant information about REITs as real estate companies in support of growing interest among generalist investors. EBITDAre is intended to be a supplemental non-GAAP performance measure that is independent of a company’s capital structure and will provide a uniform basis to measure the enterprise value of a company compared to other REITs.

EBITDAre, as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is calculated as EBITDA, excluding: (i) loss and gains on disposition of property and (ii) asset impairments, if any. We believe EBITDAre is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.

We make additional adjustments to EBITDAre when evaluating our performance, such as adjustments related to the provision for credit losses, because we believe that the exclusion of certain additional non-recurring or certain non-cash items described below provides useful supplemental information to investors regarding our on-going operating performance. We believe that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is useful to an investor in evaluating our operating performance because it provides investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe it helps investors meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our asset base (primarily depreciation and amortization) from our operating results.

FFO and AFFO

As defined by the Nareit, FFO represents net income or loss (computed in accordance with GAAP), excluding preferred dividends, gains (or losses) from sales of real property, impairment losses on real estate assets, items classified by GAAP as extraordinary, the cumulative effect of changes in accounting principles, plus depreciation and amortization related to real estate assets, and adjustments for unconsolidated partnerships, and joint ventures. AFFO represents FFO excluding amortization of deferred financing costs, franchise fees, equity-based compensation expense, debt transaction costs, premiums on redemption of preferred shares, losses from net casualties, non-cash lease expense, non-cash interest income, and non-cash income tax related adjustments to our deferred tax assets. Unless otherwise indicated, we present FFO and AFFO applicable to our Common Stock and Common Units. We present FFO and AFFO because we consider FFO and AFFO important supplemental measures of our operational performance and believe they are frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO and AFFO when reporting their results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and AFFO exclude depreciation and amortization related to real estate assets, gains and losses from real property dispositions and impairment losses on real estate assets, FFO and AFFO provide performance measures that, when compared year over year, reflect the effect to operations from trends in occupancy, guestroom rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. Our computation of FFO differs slightly from the computation of Nareit-defined FFO related to the reporting of corporate depreciation and amortization expense, which is de minimis. Our computation of FFO may also differ from the methodology for calculating FFO used by other equity REITs and, accordingly, may not be comparable to such other REITs. FFO and AFFO should not be considered as alternatives to net income (loss) (computed in accordance with GAAP), as an indicator of our liquidity, nor are they indicative of funds available to meet our cash needs, including our ability to pay dividends or make distributions. Where indicated in this Quarterly Report on Form 10-Q, FFO is based on our computation of FFO and not the computation of Nareit-defined FFO unless otherwise noted.

EBITDA, EBITDAre and Adjusted EBITDAre

The following is an unaudited reconciliation of our Net (loss) income, determined in accordance with GAAP, to EBITDA, EBITDAre and Adjusted EBITDAre, (in thousands):


	Three Months Ended March 31,
	2026		2025
Net (loss) income	$	(5,913)	$	623
Depreciation and amortization	36,774		37,230
Interest expense	20,450		19,956
Interest income on cash deposits	(118)		(113)
Income tax expense	892		754
EBITDA	52,085		58,450
Loss on write-down of assets	3,641		—
Loss (gain) on disposal of assets and other dispositions, net	40		(1)
EBITDAre	55,766		58,449


Amortization of key money liabilities	(129)		(129)
Equity-based compensation	2,001		1,916





Non-cash lease expense, net	129		133
Casualty losses, net	328		294



Other	53		—
Income related to non-controlling interests in consolidated joint ventures	(1,168)		(1,283)

Adjustments related to non-controlling interests in consolidated joint ventures	(12,788)		(14,373)
Adjusted EBITDAre	$	44,192	$	45,007

Adjusted EBITDAre decreased $0.8 million for the three months ended March 31, 2026 in comparison with the three months ended March 31, 2025. The decrease is primarily due to the sale of the Sold Properties.

FFO and AFFO

The following is an unaudited reconciliation of our Net (loss) income, determined in accordance with GAAP, to FFO and AFFO (in thousands, except per share/unit amounts):


	Three Months Ended March 31,
	2026		2025
Net (loss) income	$	(5,913)	$	623
Preferred dividends	(3,970)		(3,970)
Distributions to and accretion of redeemable non-controlling interests	(657)		(657)

Income related to non-controlling interests in consolidated joint ventures	(1,168)		(1,283)
Net loss applicable to common shares and Common Units	(11,708)		(5,287)
Real estate-related depreciation	36,214		36,663
Loss on write-down of assets	3,641		—
Loss (gain) on disposal of assets and other dispositions, net	40		(1)
FFO adjustments related to non-controlling interests in consolidated joint ventures	(7,597)		(8,179)
FFO applicable to common shares and Common Units	20,590		23,196


Amortization of deferred financing costs	1,997		1,673
Amortization of franchise fees	169		175
Amortization of intangible assets, net	262		262

Equity-based compensation	2,001		1,916






Non-cash lease expense, net	129		133
Casualty losses, net	328		294
Deferred tax expense	467		325



Other	53		—

AFFO adjustments related to non-controlling interests in consolidated joint ventures	(471)		(615)
AFFO applicable to common shares and Common Units	$	25,525	$	27,359
FFO per share of common share/Common Unit	$	0.17	$	0.19
AFFO per common share/Common Unit	$	0.21	$	0.22

Weighted-average diluted common shares/Common Units	120,829		124,636

The following is an unaudited reconciliation of weighted-average diluted shares of Common Stock to non-GAAP weighted-average diluted shares of Common Shares and Common Units for FFO and AFFO (in thousands):


	Three Months Ended March 31,
	2026	2025
Weighted average common shares outstanding - basic and diluted	105,720	108,008
Adjusted for:
Non-GAAP adjustment for restricted stock awards (1)	2,100	2,573
Non-GAAP adjustment for dilutive effects of Common Units (2)	13,009	14,055

Non-GAAP weighted diluted share of common stock and Common Units	120,829	124,636

(1) Adjustment reflects the difference between the total weighted-average unvested restricted time-based shares outstanding as of the reporting date and the weighted-average restricted time-based shares computed for diluted earnings per share under the treasury stock method, plus the difference between the estimated total weighted average unvested restricted performance-based shares expected to vest based on achievement of the performance measures as if the vesting date were the reporting date and the estimated weighted-average unvested restricted performance-based shares computed for diluted earnings per share under the treasury stock method.

(2) The Company includes the outstanding Common Units issued by our Operating Partnership held by limited partners other than the Company because the Common Units are redeemable for cash or, at the Company’s option, shares of the Company’s common stock on a one-for-one basis.

AFFO applicable to shares of common stock and Common Units decreased by $1.8 million for the three months ended March 31, 2026 compared with the three months ended March 31, 2025. The decrease is primarily due to the sale of the Sold Properties and increased interest expense due to the refinancing of the $287.5 million 1.5% Convertible Notes with the $275 million 2025 Delayed Draw Term Loan in February 2026.

Liquidity and Capital Resources

Our short-term cash obligations consist primarily of operating expenses and other expenditures directly associated with our lodging properties, recurring maintenance and capital expenditures necessary to maintain our lodging properties in accordance with internal and brand standards, capital expenditures to improve our lodging properties, interest payments, settlement of interest rate swaps, scheduled principal payments on outstanding indebtedness, restricted cash funding obligations, our joint venture acquisitions and capital requirements, contractual lease payments, corporate overhead, and dividends and distributions to our stockholders and unitholders when declared and paid. Our corporate overhead primarily consists of employee compensation expenses, professional fees, corporate insurance and rent expenses. Cash requirements for our corporate overhead expenses (excluding non-cash equity-based compensation), which are generally paid from operating cash flows, were $6.8 million and $6.7 million, for the three months ended March 31, 2026 and 2025, respectively. We generally expect our corporate overhead expenses to remain consistent with the level of our operating activities and market conditions for goods and services.

Our long-term cash obligations consist primarily of dividends and distributions, scheduled debt payments, including maturing loans, capital required for renovations and other non-recurring capital expenditures that periodically are made with respect to our lodging properties, and lease obligations.

Our sources of cash are primarily from operating cash flows, sales of lodging properties, principal and interest payments from borrowers on notes receivable, and debt financing including available balances on our revolving loans.

At March 31, 2026, we have scheduled debt principal payments in the next 12 months totaling $0.5 million. In February 2026 we drew upon our $275 million delayed draw term loan (the “2025 Delayed Draw Term Loan”) and $400 Million Revolver (defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements) to repay the outstanding Convertible Notes at their maturity.

We have obtained financing through debt instruments having staggered maturities and intend to continue to do so in the future. Our debt includes, and may include in the future, debt secured by equity pledges, debt secured by first priority mortgage liens on certain lodging properties and unsecured debt. Our outstanding indebtedness requires us to comply with various financial and other covenants. We believe that we will have adequate liquidity to meet the requirements for scheduled maturities and principal repayments. However, we can provide no assurance that we will be able to refinance our indebtedness as it becomes due and, if refinanced, whether such refinancing will be available on favorable terms.

To satisfy the requirements for qualification as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute annually at least 90% of our REIT taxable income to our stockholders, determined without regard to the deduction for dividends paid and excluding any net capital gains. We intend to distribute a sufficient amount of our taxable income to maintain our status as a REIT and to avoid tax on undistributed income. Because we anticipate distributing a substantial amount of our available cash from operations, if sufficient funds are not available to us from lodging property dispositions, our senior revolving credit and term loan facilities and other loans, we may need to raise additional capital to grow our business.

From time to time, we may repurchase shares of our common stock pursuant to our 2025 Share Repurchase Program (see “Note 8 - Equity”). During the three months ended March 31, 2026, we repurchased 1.4 million shares of our common stock for $6.0 million, or $4.17 per share. At March 31, 2026, approximately $28.6 million is authorized for the repurchase of under the 2025 Share Repurchase Program.

Outstanding Indebtedness

At March 31, 2026, we had $25 million in borrowings under our $400 Million Revolver, $200 million outstanding on our $200 Million Term Loan, $275 million outstanding on our 2025 Delayed Draw Term Loan, and $200 million outstanding on our 2024 Term Loan (each of such credit facilities are defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements). Each of the credit facilities was supported by the 52 lodging properties included in the credit facility borrowing base.

At March 31, 2026, the GIC Joint Venture had $250 million outstanding under the GIC Joint Venture Credit Facility (as defined in “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements), which included borrowings of $125 million on its $125 Million Term Loan and $125 million on its $125 Million Revolver. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the equity interests in the subsidiaries that own the 15 lodging property borrowing base assets, and the related TRS entities which wholly own the TRS Lessees.

In May 2025, the Company closed on a $58 million mortgage loan (the “Brickell Mortgage Loan”) for our dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel in Miami, FL, with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the remaining $45.4 million balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June of 2025. The outstanding balance of the Brickell Mortgage Loan was $58 million at March 31, 2026.

In 2025, the Company closed on a $400 million senior unsecured term loan (the “2025 GIC Joint Venture Term Loan”) that refinanced and replaced the GIC Joint Venture Term Loan (as defined in Note 5 - Debt to the Condensed Consolidated Financial Statements). The 2025 GIC Joint Venture Term Loan has an initial maturity date of July 2028 and can be extended for two 12-month periods at the Company’s option, subject to certain conditions, for a fully extended maturity date of July 2030.

The GIC Joint Venture has a mortgage loan outstanding totaling $12.2 million related to the acquisition of the Embassy Suites in Tucson, AZ in December 2021 and a Property Assessed Clean Energy (“PACE”) loan totaling $5.5 million that was assumed as part of the NCI Transaction in the first quarter of 2022.

As a result of the 2025 GIC Joint Venture Term Loan financing and the 2025 Delayed Draw Term Loan financing, the Company has virtually no debt maturities until 2028 and has an average length to maturity of approximately 3.4 years.

At March 31, 2026, we and our GIC Joint Venture are in compliance with all of our loan agreements, and we believe we will be in compliance with these agreements for at least the next four quarters. For more information concerning our indebtedness, see “Note 5 - Debt” to the accompanying Condensed Consolidated Financial Statements.

A summary of our debt at March 31, 2026 is as follows (dollars in thousands):

Lender

Interest Rate

Initial Maturity Date

Fully Extended Maturity Date

Number of
Encumbered Properties

Principal Amount
Outstanding

OPERATING PARTNERSHIP DEBT:

2023 Senior Credit Facility

Bank of America, NA

$400 Million Revolver (1)

5.81% Variable

6/21/2027

6/21/2028

n/a

25,000

$200 Million Term Loan (1)

5.77% Variable

6/21/2026

(2)

6/21/2028

n/a

200,000

Total Senior Credit Facility

225,000

Term Loans

Regions Bank 2024 Term Loan Facility (1)

5.67% Variable

2/26/2027

2/26/2029

n/a

200,000

2025 Delayed Draw Term Loan (1)

5.76% Variable

3/27/2028

3/27/2030

n/a

275,000

475,000

Total Operating Partnership Debt

700,000

JOINT VENTURE DEBT:

Brickell Joint Venture Mortgage Loan

Wells Fargo Bank, N.A.

6.27% Variable

5/15/2028

5/15/2030

58,000

GIC Joint Venture Credit Facility and Term Loans

Bank of America, N.A.

$125 Million Revolver (3)

5.82% Variable

9/15/2027

9/15/2028

n/a

125,000

$125 Million Term Loan (3)

5.77% Variable

9/15/2027

9/15/2028

n/a

125,000

Bank of America, N.A. 2025 Term Loan (4)

6.02% Variable

7/24/2028

7/24/2030

n/a

383,430

Wells Fargo

4.99% Fixed

6/6/2028

12,180

PACE loan

6.10% Fixed

7/31/2040

n/a

5,544

Total GIC Joint Venture Credit Facility and Term Loans

651,154

Total Joint Venture Debt

709,154

Total Debt

1,409,154

(2) In March 2026, we exercised our first option to extend the maturity date of the $200 Million Term Loan for 12 months to June 2027.

(3) The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities that own 15 lodging properties and affiliated entities.

(4) The GIC Joint Venture Term Loan with Bank of America, N.A. is secured by pledges of the equity in the entities that own 23 lodging properties and two parking garages and their affiliates.

Capital Expenditures

During the three months ended March 31, 2026, we funded $11.9 million in capital expenditures on a consolidated basis. When taking into consideration only our pro rata portion related to our joint ventures, capital expenditures for the three months ended March 31, 2026 were $9.3 million. We anticipate spending approximately $55 million to $65 million on capital expenditures on a pro rata basis during 2026. We expect to fund these expenditures through a combination of cash flows from operations and borrowings on our $400 Million Revolver, or other potential sources of capital, to the extent available to us.

Cash Flows

Unaudited cash flow information is as follows (in thousands):


	Three Months Ended March 31,
	2026		2025		Change
Net cash provided by operating activities	$	28,102	$	25,850	$	2,252
Net cash provided by (used in) investing activities	66		(16,872)		16,938
Net cash used in financing activities	(18,946)		(1,004)		(17,942)
Net change in cash, cash equivalents and restricted cash	$	9,222	$	7,974	$	1,248

Changes from the three months ended March 31, 2026 compared with the three months ended March 31, 2025 were due to the following:

•Net cash provided by operating activities. Cash provided by operating activities for the three months ended March 31, 2026 was the result of net income of $39.3 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by a net change in working capital of $11.2 million. Cash provided by operating activities for the three months ended March 31, 2025 was the result of net income of $41.9 million, after adjusting for non-cash items such as depreciation and amortization and equity-based compensation, partially offset by a net change in working capital of $16.1 million. The net change in working capital each period can vary based on the timing and amounts incurred of working capital components and the timing of payments.

•Net cash provided by (used in) investing activities. Cash provided by investing activities for the three months ended March 31, 2026 was primarily due to the net cash proceeds of $12.0 million related to the sale of the Hilton Garden Inn in Longview, TX in February 2026, offset by $11.9 million of renovation expenditures.

Cash used in investing activities for the three months ended March 31, 2025 was due to $18.1 million of renovation and development expenditures partially offset by the net proceeds of $1.2 million related to the sale of an undeveloped land parcel in San Antonio, TX in February 2025.

•Net cash used in financing activities. Cash used in financing activities for the three months ended March 31, 2026 was primarily related to the payment of dividends and distributions of approximately $16.8 million, the repayment of our Convertible Notes totaling $287.5 million from $275 million of borrowings on our 2025 Delayed Draw Term Loan and $12.5 million drawn on our $400 Million Revolver, $7.5 million of principal payments on debt, repurchases of our common stock of approximately $6.0 million, $0.3 million related to financing fees and costs, and $0.9 million related to employee withholding requirements on vested restricted stock, partially offset by other borrowings on our $400 Million Revolver of $12.5 million.

Cash used in financing activities for the three months ended March 31, 2025 was primarily related to the payment of dividends and distributions of approximately $15.0 million, financing costs of approximately $4.2 million related to the 2025 Delayed Draw Term Loan, $1.6 million related to employee withholding requirements on vested restricted stock, and scheduled debt principal repayments of $0.6 million, mostly offset by net borrowings on our line of credit of $20.0 million and GIC Joint Venture contributions of $0.4 million.

Critical Accounting Policies

For critical accounting policies, see “Note 2 - Basis of Presentation and Significant Accounting Policies” to the accompanying Condensed Consolidated Financial Statements and our Annual Report on Form 10-K for the year ended December 31, 2025.

Cybersecurity

The hospitality industry and certain of the major brand and franchise companies have in the past experienced cybersecurity breaches. We are not aware of any material cybersecurity losses related to our corporate information technology environment or any of our properties. Cybersecurity risks at our lodging properties are managed through our franchisors and property management companies. An important part of our cybersecurity risk mitigation efforts includes maintaining cybersecurity insurance and indemnifications in certain of our property management agreements. Our Board of Directors, primarily through the Audit Committee, oversees management's approach to managing cybersecurity risks.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, and other market changes that affect market-sensitive instruments. In pursuing our business strategies, the primary market risk to which we are exposed is interest rate risk. All of our outstanding loans are now indexed to the Secured Overnight Funding Rate (“SOFR”), and therefore, our primary interest rate exposure is to SOFR. We primarily use derivative financial instruments to manage interest rate risk.

At March 31, 2026, we were party to six interest rate derivative agreements, pursuant to which we received variable-rate payments in exchange for making fixed-rate payments (dollars in thousands):


Contract Date	Effective Date	Expiration Date	Average Annual Effective Fixed Rate			Notional Amount
Operating Partnership:


July 26, 2022	January 31, 2023	January 31, 2027	2.60	%		100,000
July 26, 2022	January 31, 2023	January 31, 2029	2.56	%		100,000
June 5, 2025	June 2, 2025	May 15, 2028	3.57	%		58,000
November 17, 2025	December 31, 2025	December 31, 2027	3.31	%		125,000
Total Operating Partnership						383,000

GIC Joint Venture:



August 25, 2025	January 13, 2026	January 13, 2028	3.26	%		150,000
August 25, 2025	January 13, 2026	January 13, 2028	3.27	%		150,000
Total GIC Joint Venture						300,000
Total			3.10	%	(1)	$	683,000

(1) Represents the weighted-average effective interest rate of our current interest rate swaps at March 31, 2026.

At March 31, 2026, after giving effect to our interest rate derivative agreements, $700.7 million, or 50%, of our consolidated debt had fixed interest rates and $708.4 million, or 50%, had variable interest rates. At March 31, 2026, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 50% of our total pro rata indebtedness when taking into consideration interest rate swaps that are currently in effect.

Taking into consideration our existing interest rate swaps, an increase or decrease in interest rates of 1.0% would decrease or increase, respectively, our cash flows by approximately $7.1 million per year. See “Note 7 - Derivative Financial Instruments and Hedging” to the accompanying Condensed Consolidated Financial Statements for additional information.

As our fixed-rate debts mature, they will become subject to interest rate risk. In addition, as our variable-rate debts mature, lenders may impose interest rate floors on new financing arrangements because of the low interest rates experienced a few years ago.

Item 4. Controls and Procedures.

Controls and Procedures

Disclosure Controls and Procedures

Our management team evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2026. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Security Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three-month period covered by this Quarterly Report on Form 10-Q, which were identified in connection with management’s evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved from time to time in litigation arising in the ordinary course of business; however, there are currently no pending legal actions that we believe would have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors.

We are updating the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025 as follows:

Self-Insurance Risks

We are self-insured for certain general liability risks up to specified retention levels, with third-party coverage above those amounts. Our program exposes us to the risk that actual claims, including guest-related incidents, may exceed our estimates. We establish reserves based on historical experience and management’s judgment; however, these estimates may prove insufficient. Unfavorable claims experience or increases in claim frequency, severity, or related costs could result in additional expense and could negatively affect our results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) Not applicable.

(c) In 2025, the Board of Directors authorized a share repurchase program. Our common stock may be repurchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion.

The following table represents shares repurchased by the Company for the three months ended March 31, 2026:


Period	Total Shares Purchased	Weighted Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
January 1, 2026 - January 31, 2026	—	$	—	—	$	34,598
February 1, 2026 - February 28, 2026	—	$	—	—	$	34,598
March 1, 2026 - March 31, 2026	1,433,023	$	4.17	1,433,023	$	28,625









Total	1,433,023			1,433,023

In addition to the share repurchases in the table above, the Company reacquired shares of our common stock from employees for payment of tax withholding obligations in connection with the vesting of restricted stock as follows:


Period	Total Shares Purchased	Weighted Average Price Paid Per Share
January 1, 2026 - January 31, 2026	—	$	—
February 1, 2026 - February 28, 2026	—	$	—
March 1, 2026 - March 31, 2026	216,360	$	4.13
	216,360

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended March 31, 2026, there were no adoptions, modifications, or terminations by directors or officers of Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, each as defined in Item 408 of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed as part of this report:


Exhibit
Number						Description of Exhibit


31.1†						Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†						Certification of Chief Financial Officer of Summit Hotel Properties, Inc. pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††						Certification of Chief Executive Officer of Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2††						Certification of Chief Financial Officer of Summit Hotel Properties, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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† - Filed herewith

†† - Furnished herewith

(1) - Submitted electronically herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SUMMIT HOTEL PROPERTIES, INC. (registrant)

Date: April 30, 2026	By:	/s/ William H. Conkling
		William H. Conkling Executive Vice President and Chief Financial Officer (principal financial officer)

Summit Hotel Properties, Inc. 10-Q