--12-310001418121Q1falsehttp://fasb.org/us-gaap/2025#SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberhttp://fasb.org/us-gaap/2025#SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberonehttp://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001418121aple:DirectOperatingMember2025-01-012025-03-310001418121aple:SpringHillSuitesIndianapolisINMember2025-01-012025-12-310001418121aple:SixFiftyMillionRevolvingCreditFacilityMember2026-01-012026-03-310001418121us-gaap:LandMember2025-12-310001418121aple:AtTheMarketProgramFebruaryTwentyThreeTwoThousandTwentyFourMember2024-02-230001418121aple:HamptonSanDiegoCAMember2026-03-310001418121srt:MinimumMemberaple:Million75SeniorNotesMember2026-03-310001418121aple:ResidenceInnPortlandMEMember2026-03-310001418121aple:O2026Q1DividendsMember2026-01-012026-03-310001418121aple:HotelsSoldMember2025-01-012025-03-310001418121aple:HotelsUnderDevelopmentMemberaple:ACHotelMember2025-09-300001418121aple:ExecutiveManagementIncentivePlan2025Memberaple:ShareBasedCompensationMemberaple:EquityAwardsIssuedInFirstQuarterOf2026Member2026-03-310001418121srt:MaximumMemberaple:Million130TermLoanMember2026-01-012026-03-310001418121aple:Million385TermLoanMember2026-03-310001418121aple:HamptonBoiseIDMember2025-12-310001418121us-gaap:RelatedPartyMemberaple:ReimbursementReceivedFromRelatedPartiesForTheirProportionateShareOfStaffingAndOfficeRelatedCostsProvidedByAppleHospitalityMember2026-03-310001418121aple:OutstandingVariableRateDebtEffectivelyFixedByInterestRateSwapsMember2026-03-310001418121aple:SpringHillSuitesBurbankCAMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310001418121aple:PotentialAggregatePayoutMemberaple:ExecutiveManagementIncentivePlan2026Membersrt:MaximumMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap11Member2025-12-310001418121us-gaap:CommonStockMember2026-01-012026-03-310001418121aple:OutstandingVariableRateDebtEffectivelyFixedByInterestRateSwapsMember2025-12-310001418121aple:InterestRateSwap10Memberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310001418121aple:CourtyardSanDiegoCAMember2026-03-310001418121aple:SixFiftyMillionRevolvingCreditFacilityMembersrt:MinimumMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap7Member2026-01-012026-03-310001418121aple:CostSharingArrangementMember2026-01-012026-03-310001418121aple:HotelAdministrativeMember2026-01-012026-03-310001418121us-gaap:HotelOtherMember2026-01-012026-03-310001418121aple:TermLoansAndSeniorLoansNetMember2025-12-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap8Member2025-12-310001418121us-gaap:ManagementServiceMember2026-01-012026-03-310001418121aple:HamptonSanDiegoCAMember2026-01-012026-03-310001418121aple:ReportableSegmentMember2025-01-012025-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap3Member2026-03-310001418121aple:Million385TermLoanMembersrt:MinimumMember2026-01-012026-03-310001418121aple:HamptonRochesterMNMemberus-gaap:SubsequentEventMember2026-04-152026-04-150001418121us-gaap:CommonStockMember2024-12-310001418121us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2025-12-310001418121aple:O2026Q2DividendsMemberus-gaap:SubsequentEventMember2026-04-202026-04-200001418121us-gaap:RoyaltyMember2025-01-012025-03-310001418121us-gaap:PublicUtilitiesMember2026-01-012026-03-310001418121aple:SalesAndMarketingMember2026-01-012026-03-310001418121aple:ResidenceInnMemberaple:HotelsUnderDevelopmentMember2025-09-300001418121aple:HotelAdministrativeMember2025-01-012025-03-310001418121aple:Million130TermLoanMember2025-12-310001418121aple:HomewoodSuitesSanJoseCAMember2026-03-310001418121us-gaap:OccupancyMember2026-01-012026-03-310001418121us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001418121aple:FinanceGroundLeaseAssetsMember2025-12-310001418121aple:HomewoodSuitesClovisCAMember2025-01-012025-12-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap4Member2025-12-310001418121aple:Million75SeniorNotesMember2025-12-310001418121us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2026-01-012026-03-310001418121aple:Million300TermLoanMembersrt:MaximumMember2026-01-012026-03-310001418121aple:DirectOperatingMemberaple:ReportableSegmentMember2025-01-012025-03-310001418121aple:SpringHillSuitesBurbankCAMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap5Member2026-03-310001418121aple:AtTheMarketProgramFebruaryTwentyThreeTwoThousandTwentyFourMember2025-01-012025-12-310001418121aple:Million300TermLoanMember2026-03-310001418121aple:RevolvingCreditFacilitiesMember2026-03-310001418121aple:Million300TermLoanMember2025-12-310001418121us-gaap:BuildingImprovementsMember2025-12-310001418121aple:Million85TermLoanMember2025-12-310001418121us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2025-03-310001418121srt:MinimumMemberaple:Million130TermLoanMember2026-01-012026-03-310001418121aple:Million300TermLoanMember2026-01-012026-03-310001418121us-gaap:RevolvingCreditFacilityMember2025-12-310001418121aple:HamptonSanDiegoCAMember2025-12-3100014181212026-04-270001418121aple:FurnitureFixturesAndEquipmentMember2026-03-310001418121aple:MarriottHoustonTXMember2025-01-012025-12-310001418121aple:Million385TermLoanMember2025-12-310001418121aple:AnchorageACHotelAKMemberaple:HotelsUnderPurchaseContractMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap9Member2026-03-310001418121aple:HotelAcquisitionsMember2026-03-310001418121aple:ResidenceInnRichmondVAMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap5Member2026-01-012026-03-310001418121aple:CourtyardSantaAnaCAMember2025-12-310001418121aple:Million75SeniorNotesMember2026-03-310001418121us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2024-12-310001418121aple:SalesAndMarketingMember2025-01-012025-03-310001418121aple:InterestRateSwap6Memberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310001418121us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2025-01-012025-03-310001418121aple:SixFiftyMillionRevolvingCreditFacilityMemberus-gaap:LetterOfCreditMember2026-03-310001418121aple:HamptonRochesterMNMemberus-gaap:SubsequentEventMember2026-04-150001418121aple:ExecutiveManagementIncentivePlan2025Memberaple:ShareBasedCompensationMemberaple:EquityAwardsIssuedInFirstQuarterOf2026Member2025-12-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap3Member2026-01-012026-03-310001418121aple:RepairAndMaintenanceMemberaple:ReportableSegmentMember2025-01-012025-03-3100014181212026-02-280001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap5Member2025-12-310001418121us-gaap:RelatedPartyMemberaple:ReimbursementReceivedFromRelatedPartiesForTheirProportionateShareOfStaffingAndOfficeRelatedCostsProvidedByAppleHospitalityMember2025-12-310001418121us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001418121srt:MinimumMemberaple:MortgageDebtMember2026-03-310001418121us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001418121aple:CourtyardRichmondVAMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap11Member2026-01-012026-03-310001418121aple:RevolvingCreditFacilitiesMember2025-12-310001418121aple:AtTheMarketProgramFebruaryTwentyThreeTwoThousandTwentyFourMember2026-01-012026-03-3100014181212025-01-012025-12-310001418121aple:Million50SeniorNotesMember2026-01-012026-03-310001418121aple:SixFiftyMillionRevolvingCreditFacilityMembersrt:MaximumMember2026-01-012026-03-310001418121aple:SalesAndMarketingMemberaple:ReportableSegmentMember2026-01-012026-03-310001418121us-gaap:CommonStockMember2025-12-310001418121us-gaap:CommonStockMember2025-01-012025-03-310001418121aple:CourtyardBurbankCAMember2025-12-310001418121aple:Million50SeniorNotesMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap7Member2026-03-310001418121aple:Million130TermLoanMember2026-03-310001418121aple:CourtyardBurbankCAMember2026-01-012026-03-310001418121aple:Million50SeniorNotesMembersrt:MaximumMember2026-03-310001418121aple:Million300TermLoanMembersrt:MinimumMember2026-01-012026-03-310001418121us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001418121us-gaap:ManagementServiceMemberaple:ReportableSegmentMember2026-01-012026-03-310001418121us-gaap:RoyaltyMember2026-01-012026-03-310001418121aple:ShareBasedCompensationMemberaple:EquityAwardsIssuedInFirstQuarterOf2025Memberaple:ExecutiveManagementIncentivePlan2024Member2025-03-310001418121aple:HomewoodSuitesCedarRapidsIAMember2025-01-012025-12-310001418121aple:HotelAdministrativeMemberaple:ReportableSegmentMember2026-01-012026-03-310001418121aple:ReportableSegmentMemberus-gaap:RoyaltyMember2026-01-012026-03-310001418121aple:SixFiftyMillionRevolvingCreditFacilityMember2026-03-310001418121us-gaap:HotelOtherMember2025-01-012025-03-310001418121aple:HomewoodSuitesSanJoseCAMember2025-12-310001418121aple:Million130TermLoanMember2026-01-012026-03-310001418121us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-12-310001418121aple:Million75SeniorNotesMember2026-01-012026-03-310001418121aple:ExecutiveManagementIncentivePlan2025Membersrt:ScenarioForecastMemberaple:ShareBasedCompensationMemberaple:EquityAwardsIssuedInFirstQuarterOf2026Member2026-01-012026-12-310001418121us-gaap:LandMember2026-03-310001418121aple:ResidenceInnRichmondVAMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap8Member2026-03-310001418121aple:O2026Q1DividendsMemberus-gaap:SubsequentEventMember2026-04-152026-04-150001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap9Member2025-12-3100014181212024-12-310001418121aple:Million275TermLoanMember2026-01-012026-03-310001418121aple:CourtyardRichmondVAMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap6Member2025-12-310001418121aple:ReimbursementReceivedFromRelatedPartiesForTheirProportionateShareOfStaffingAndOfficeRelatedCostsProvidedByAppleHospitalityMember2026-01-012026-03-310001418121aple:SummaryMember2026-01-012026-03-310001418121aple:HamptonClovisCAMember2025-01-012025-12-310001418121aple:Million275TermLoanMembersrt:MinimumMember2026-01-012026-03-310001418121aple:CreditFacilitiesNetMember2026-03-310001418121aple:Million275TermLoanMembersrt:MaximumMember2026-01-012026-03-310001418121aple:ResidenceInnPortlandMEMember2025-12-310001418121aple:RepairAndMaintenanceMemberaple:ReportableSegmentMember2026-01-012026-03-310001418121aple:ReimbursementReceivedFromRelatedPartiesForTheirProportionateShareOfStaffingAndOfficeRelatedCostsProvidedByAppleHospitalityMember2025-01-012025-03-310001418121aple:ResidenceInnPortlandMEMember2026-01-012026-03-310001418121aple:HamptonBoiseIDMember2026-01-012026-03-310001418121aple:AtTheMarketProgramFebruaryTwentyThreeTwoThousandTwentyFourMember2026-03-310001418121us-gaap:RevolvingCreditFacilityMember2026-03-310001418121us-gaap:CashFlowHedgingMemberus-gaap:InterestRateContractMember2025-01-012025-03-310001418121aple:HotelAcquisitionsMemberaple:MottoNashvilleTnMember2025-01-012025-12-310001418121aple:ResidenceInnRichmondVAMember2025-12-310001418121us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2026-03-310001418121us-gaap:CommonStockMember2025-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap2Member2025-12-3100014181212025-04-042025-04-040001418121us-gaap:BuildingImprovementsMember2026-03-310001418121us-gaap:RevolvingCreditFacilityMember2026-01-012026-03-310001418121aple:CourtyardSantaAnaCAMember2026-03-310001418121us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberaple:HotelsSoldAfterFirstQuarterOf2024Member2025-12-310001418121aple:ExecutiveManagementIncentivePlan2026Member2026-01-012026-03-310001418121aple:HotelAcquisitionsMember2025-12-310001418121us-gaap:PublicUtilitiesMemberaple:ReportableSegmentMember2025-01-012025-03-310001418121aple:Million50SeniorNotesMembersrt:MinimumMember2026-03-310001418121aple:CourtyardBurbankCAMember2026-03-310001418121aple:FranchiseFeesMember2025-12-310001418121aple:Million85TermLoanMembersrt:MinimumMember2026-01-012026-03-310001418121aple:SpringHillSuitesBurbankCAMember2025-12-310001418121aple:RepairAndMaintenanceMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap8Member2026-01-012026-03-310001418121aple:Million385TermLoanMember2026-01-012026-03-310001418121us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001418121us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-01-012025-12-310001418121aple:HotelsUnderPurchaseContractMember2026-03-310001418121us-gaap:CommonStockMember2026-03-310001418121aple:ExecutiveManagementIncentivePlan2026Member2026-03-310001418121aple:InterestRateSwap6Memberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001418121aple:HotelsSoldMember2026-01-012026-03-310001418121aple:HomewoodSuitesChattanoogaTNMember2025-01-012025-12-310001418121aple:Million50SeniorNotesMember2025-12-310001418121aple:DirectOperatingMemberaple:ReportableSegmentMember2026-01-012026-03-310001418121us-gaap:FoodAndBeverageMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap9Member2026-01-012026-03-310001418121aple:MortgageDebtMembersrt:MaximumMember2026-03-310001418121aple:CreditFacilitiesMember2026-01-012026-03-310001418121aple:AggregatePropertiesMember2026-03-310001418121aple:TermLoansAndSeniorLoansNetMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap3Member2025-12-310001418121aple:InterestRateSwap10Memberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001418121us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2026-01-012026-03-310001418121aple:ReportableSegmentMember2026-01-012026-03-310001418121aple:MortgageDebtMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap2Member2026-01-012026-03-310001418121aple:Million85TermLoanMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap12Member2026-01-012026-03-310001418121aple:AggregatePropertiesMember2025-12-310001418121aple:HotelAcquisitionsMemberaple:MottoNashvilleTnMember2025-12-310001418121aple:CourtyardSanDiegoCAMember2025-12-310001418121aple:ExecutiveManagementIncentivePlan2026Memberaple:RestrictedStockVestingInDecember2026Memberaple:ShareBasedCompensationMemberaple:EquityAwardsIssuedInFirstQuarterOf2026Member2026-01-012026-03-310001418121us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2026-03-310001418121aple:Million275TermLoanMember2025-12-310001418121aple:HotelAcquisitionsMemberaple:HomewoodSuitesTampaFLMember2025-12-310001418121aple:FranchiseFeesMember2026-03-3100014181212025-12-310001418121aple:ShareBasedCompensationMemberaple:ExecutiveManagementIncentivePlan2024Memberaple:EquityAwardsIssuedInFirstQuarterOf2025Member2025-01-012025-03-310001418121aple:RepairAndMaintenanceMember2025-01-012025-03-310001418121us-gaap:FoodAndBeverageMember2025-01-012025-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap4Member2026-01-012026-03-310001418121aple:FinanceGroundLeaseAssetsMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap2Member2026-03-3100014181212026-01-012026-03-310001418121aple:CostSharingArrangementMembersrt:MaximumMember2026-01-012026-03-3100014181212025-03-310001418121us-gaap:CashFlowHedgingMemberus-gaap:InterestRateContractMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap11Member2026-03-310001418121aple:InterestRateSwap10Memberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001418121us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember2026-01-012026-03-3100014181212025-01-012025-03-310001418121aple:HomewoodSuitesSanJoseCAMember2026-01-012026-03-310001418121us-gaap:ManagementServiceMemberaple:ReportableSegmentMember2025-01-012025-03-310001418121aple:CreditFacilitiesNetMember2025-12-310001418121aple:MortgageDebtMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap12Member2026-03-310001418121aple:ExecutiveManagementIncentivePlan2025Memberus-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-03-310001418121aple:ReportableSegmentMemberus-gaap:RoyaltyMember2025-01-012025-03-310001418121aple:CourtyardSanDiegoCAMember2026-01-012026-03-310001418121aple:Million75SeniorNotesMembersrt:MaximumMember2026-03-310001418121aple:HotelAdministrativeMemberaple:ReportableSegmentMember2025-01-012025-03-310001418121aple:HamptonCedarRapidsIAMember2025-01-012025-12-310001418121aple:HotelAcquisitionsMember2025-01-012025-12-310001418121us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001418121us-gaap:PublicUtilitiesMember2025-01-012025-03-310001418121us-gaap:GeneralAndAdministrativeExpenseMemberaple:AircraftOwnedByExecutiveOfficersMember2026-01-012026-03-310001418121aple:ExecutiveManagementIncentivePlan2025Memberaple:ShareBasedCompensationMemberaple:EquityAwardsIssuedInFirstQuarterOf2026Member2026-01-012026-03-310001418121us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-3100014181212026-03-310001418121us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-10-012025-12-310001418121aple:HamptonBoiseIDMember2026-03-310001418121us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2026-03-310001418121aple:FurnitureFixturesAndEquipmentMember2025-12-310001418121aple:Million275TermLoanMember2026-03-310001418121aple:HotelsUnderDevelopmentMember2026-03-310001418121aple:CourtyardRichmondVAMember2025-12-310001418121aple:HotelsUnderDevelopmentMember2025-09-300001418121aple:Million85TermLoanMembersrt:MaximumMember2026-01-012026-03-310001418121us-gaap:ManagementServiceMember2025-01-012025-03-310001418121aple:HotelAcquisitionsMemberaple:HomewoodSuitesTampaFLMember2025-01-012025-12-310001418121aple:CourtyardSantaAnaCAMember2026-01-012026-03-310001418121us-gaap:PublicUtilitiesMemberaple:ReportableSegmentMember2026-01-012026-03-310001418121aple:UnrestrictedSharesAtTimeOfIssuanceMemberaple:ExecutiveManagementIncentivePlan2026Memberaple:ShareBasedCompensationMemberaple:EquityAwardsIssuedInFirstQuarterOf2026Member2026-01-012026-03-310001418121aple:Million385UnsecuredTermLoanFacilityMember2026-03-310001418121aple:O2026Q2DividendsMemberus-gaap:SubsequentEventMember2026-04-200001418121aple:CreditFacilitiesMember2026-01-012026-03-310001418121us-gaap:OccupancyMember2025-01-012025-03-310001418121aple:DirectOperatingMember2026-01-012026-03-310001418121aple:SalesAndMarketingMemberaple:ReportableSegmentMember2025-01-012025-03-310001418121aple:Million385TermLoanMembersrt:MaximumMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap4Member2026-03-310001418121aple:PotentialAggregatePayoutMembersrt:MinimumMemberaple:ExecutiveManagementIncentivePlan2026Member2026-01-012026-03-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap7Member2025-12-310001418121us-gaap:DesignatedAsHedgingInstrumentMemberaple:InterestRateSwap12Member2025-12-310001418121aple:Million85TermLoanMember2026-03-31aple:Derivative_Instrumentaple:Hotel_Propertyxbrli:pureaple:GuestRoomxbrli:sharesaple:Hotelaple:Roomaple:Stateiso4217:USDxbrli:sharesiso4217:USDaple:Segment

 

 

 

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 001-37389

APPLE HOSPITALITY REIT, INC.

(Exact name of registrant as specified in its charter)

Virginia

26-1379210

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

814 East Main Street

Richmond, Virginia

23219

(Address of principal executive offices)

(Zip Code)

(804) 344-8121

(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 Shares, no par value

 

APLE

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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

Number of registrant’s common shares outstanding as of April 27, 2026: 236,067,554

 

 


Index

 

Apple Hospitality REIT, Inc.

Form 10-Q

Index

 

 

 

 

Page

Number

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

3

 

 

 

 

 

 

Consolidated Balance Sheets – March 31, 2026 and December 31, 2025

3

 

 

 

 

 

 

Consolidated Statements of Operations and Comprehensive Income – three months ended March 31, 2026 and 2025

4

 

 

 

 

 

 

Consolidated Statements of Shareholders’ Equity – three months ended March 31, 2026 and 2025

5

 

 

 

 

 

 

Consolidated Statements of Cash Flows – three months ended March 31, 2026 and 2025

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements

7

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

36

 

 

 

 

 

Item 4.

Controls and Procedures

36

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

37

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

 

 

 

 

 

Item 5.

Other Information

37

 

 

 

 

 

Item 6.

Exhibits

38

 

 

 

 

Signatures

39

 

This Form 10-Q includes references to certain trademarks or service marks. The AC Hotels by Marriott®, Aloft Hotels®, Courtyard by Marriott®, Fairfield by Marriott®, Marriott® Hotels, Residence Inn by Marriott®, SpringHill Suites by Marriott® and TownePlace Suites by Marriott® trademarks are the property of Marriott International, Inc. or one of its affiliates. The Embassy Suites by Hilton®, Hampton by Hilton®, Hilton Garden Inn®, Home2 Suites by Hilton®, Homewood Suites by Hilton® and Motto by Hilton® trademarks are the property of Hilton Worldwide Holdings Inc. or one of its affiliates. The Hyatt®, Hyatt House® and Hyatt Place® trademarks are the property of Hyatt Hotels Corporation or one of its affiliates. For convenience, the applicable trademark or service mark symbol has been omitted but will be deemed to be included wherever the above referenced terms are used.

 


 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Apple Hospitality REIT, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Investment in real estate, net of accumulated depreciation and amortization of
   $
2,012,971 and $1,972,264, respectively

 

$

4,757,452

 

 

$

4,787,864

 

Assets held for sale

 

 

8,346

 

 

 

-

 

Cash and cash equivalents

 

 

7,837

 

 

 

8,515

 

Restricted cash-furniture, fixtures and other escrows

 

 

12,944

 

 

 

30,903

 

Due from third-party managers, net

 

 

64,622

 

 

 

32,952

 

Other assets, net

 

 

43,024

 

 

 

41,944

 

Total Assets

 

$

4,894,225

 

 

$

4,902,178

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Debt, net

 

$

1,565,680

 

 

$

1,538,584

 

Finance lease liabilities

 

 

110,944

 

 

 

111,094

 

Accounts payable and other liabilities

 

 

91,091

 

 

 

103,905

 

Total Liabilities

 

 

1,767,715

 

 

 

1,753,583

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

Preferred stock, authorized 30,000,000 shares; none issued and outstanding

 

 

-

 

 

 

-

 

Common stock, no par value, authorized 800,000,000 shares; issued and outstanding
  
236,067,554 and 235,635,813 shares, respectively

 

 

4,723,977

 

 

 

4,719,900

 

Accumulated other comprehensive income

 

 

5,082

 

 

 

2,251

 

Accumulated distributions greater than net income

 

 

(1,602,549

)

 

 

(1,573,556

)

Total Shareholders’ Equity

 

 

3,126,510

 

 

 

3,148,595

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

4,894,225

 

 

$

4,902,178

 

 

See notes to consolidated financial statements.

3


 

Apple Hospitality REIT, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

 

Room

 

$

304,657

 

 

$

296,864

 

Food and beverage

 

 

16,300

 

 

 

15,511

 

Other

 

 

16,784

 

 

 

15,327

 

Total revenue

 

 

337,741

 

 

 

327,702

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

Hotel operating expense:

 

 

 

 

 

 

Operating

 

 

88,665

 

 

 

84,510

 

Hotel administrative

 

 

30,970

 

 

 

29,673

 

Sales and marketing

 

 

29,823

 

 

 

30,286

 

Utilities

 

 

13,232

 

 

 

12,479

 

Repair and maintenance

 

 

17,840

 

 

 

17,142

 

Franchise fees

 

 

16,039

 

 

 

14,553

 

Management fees

 

 

10,368

 

 

 

11,227

 

Total hotel operating expense

 

 

206,937

 

 

 

199,870

 

Property taxes, insurance and other

 

 

22,458

 

 

 

23,361

 

General and administrative

 

 

10,796

 

 

 

9,228

 

Depreciation and amortization

 

 

49,537

 

 

 

47,941

 

Total expense

 

 

289,728

 

 

 

280,400

 

 

 

 

 

 

 

Gain on sale of real estate

 

 

-

 

 

 

3,557

 

 

 

 

 

 

 

Operating income

 

 

48,013

 

 

 

50,859

 

 

 

 

 

 

 

Interest and other expense, net

 

 

(20,072

)

 

 

(19,397

)

 

 

 

 

 

 

Income before income taxes

 

 

27,941

 

 

 

31,462

 

 

 

 

 

 

 

Income tax expense

 

 

(242

)

 

 

(241

)

 

 

 

 

 

 

Net income

 

$

27,699

 

 

$

31,221

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

Interest rate derivatives

 

 

2,831

 

 

 

(7,034

)

 

 

 

 

 

 

Comprehensive income

 

$

30,530

 

 

$

24,187

 

 

 

 

 

 

 

Basic and diluted net income per common share

 

$

0.12

 

 

$

0.13

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic and diluted

 

 

236,112

 

 

 

240,067

 

 

See notes to consolidated financial statements.

4


 

Apple Hospitality REIT, Inc.

Consolidated Statements of Shareholders' Equity

(Unaudited)

(in thousands, except per share data)

 

 

 

Common Stock

 

 

Accumulated
Other

 

 

Accumulated Distributions

 

 

 

 

 

 

Number
of Shares

 

 

Amount

 

 

Comprehensive
Income (Loss)

 

 

Greater Than
Net Income

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

 

235,636

 

 

$

4,719,900

 

 

$

2,251

 

 

$

(1,573,556

)

 

$

3,148,595

 

Share-based compensation, net of common
  shares surrendered to satisfy employee
  tax withholding requirements

 

 

410

 

 

 

3,930

 

 

 

-

 

 

 

-

 

 

 

3,930

 

Issuance of common shares, net

 

 

22

 

 

 

147

 

 

 

-

 

 

 

-

 

 

 

147

 

Interest rate derivatives

 

 

-

 

 

 

-

 

 

 

2,831

 

 

 

-

 

 

 

2,831

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,699

 

 

 

27,699

 

Distributions declared to shareholders ($0.24
  per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(56,692

)

 

 

(56,692

)

Balance at March 31, 2026

 

 

236,068

 

 

$

4,723,977

 

 

$

5,082

 

 

$

(1,602,549

)

 

$

3,126,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2024

 

 

239,766

 

 

$

4,771,005

 

 

$

15,587

 

 

$

(1,520,733

)

 

$

3,265,859

 

Share-based compensation, net of common
  shares surrendered to satisfy employee
  tax withholding requirements

 

 

573

 

 

 

6,931

 

 

 

-

 

 

 

-

 

 

 

6,931

 

Equity issuance costs

 

 

-

 

 

 

(272

)

 

 

-

 

 

 

-

 

 

 

(272

)

Common shares repurchased

 

 

(1,931

)

 

 

(26,306

)

 

 

-

 

 

 

-

 

 

 

(26,306

)

Interest rate derivatives

 

 

-

 

 

 

-

 

 

 

(7,034

)

 

 

-

 

 

 

(7,034

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

31,221

 

 

 

31,221

 

Distributions declared to shareholders ($0.24
  per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(57,579

)

 

 

(57,579

)

Balance at March 31, 2025

 

 

238,408

 

 

$

4,751,358

 

 

$

8,553

 

 

$

(1,547,091

)

 

$

3,212,820

 

 

See notes to consolidated financial statements.

5


 

Apple Hospitality REIT, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

27,699

 

 

$

31,221

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

49,537

 

 

 

47,941

 

Gain on sale of real estate

 

 

-

 

 

 

(3,557

)

Other non-cash expenses, net

 

 

1,704

 

 

 

1,707

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Increase in due from third-party managers, net

 

 

(31,670

)

 

 

(24,458

)

(Increase) decrease in other assets, net

 

 

(551

)

 

 

670

 

Increase (decrease) in accounts payable and other liabilities

 

 

2,138

 

 

 

(4,385

)

Net cash provided by operating activities

 

 

48,857

 

 

 

49,139

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Disbursements for potential acquisitions, net

 

 

-

 

 

 

(432

)

Capital improvements

 

 

(35,775

)

 

 

(27,289

)

Net proceeds from sale of real estate

 

 

-

 

 

 

20,645

 

Net cash used in investing activities

 

 

(35,775

)

 

 

(7,076

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Net proceeds (disbursements) related to issuance of common shares

 

 

211

 

 

 

(142

)

Repurchases of common shares

 

 

-

 

 

 

(26,306

)

Common shares surrendered to satisfy employee withholding requirements

 

 

(1,615

)

 

 

(3,275

)

Distributions paid to common shareholders

 

 

(56,608

)

 

 

(69,615

)

Proceeds from revolving credit facility

 

 

70,100

 

 

 

92,500

 

Payments on revolving credit facility

 

 

(42,000

)

 

 

(27,000

)

Payments of mortgage debt and other loans

 

 

(1,602

)

 

 

(2,034

)

Principal payments on finance leases

 

 

(205

)

 

 

(156

)

Net cash used in financing activities

 

 

(31,719

)

 

 

(36,028

)

 

 

 

 

 

 

Net change in cash, cash equivalents and restricted cash

 

 

(18,637

)

 

 

6,035

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

39,418

 

 

 

44,067

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash, end of period

 

$

20,781

 

 

$

50,102

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

Interest paid, net

 

$

19,264

 

 

$

18,579

 

Income taxes paid

 

$

50

 

 

$

39

 

 

 

 

 

 

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

 

 

Accrued distribution to common shareholders

 

$

18,870

 

 

$

19,053

 

Accrued capital expenditures

 

$

6,267

 

 

$

6,010

 

 

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

$

8,515

 

 

$

10,253

 

Restricted cash-furniture, fixtures and other escrows, beginning of period

 

 

30,903

 

 

 

33,814

 

Cash, cash equivalents and restricted cash, beginning of period

 

$

39,418

 

 

$

44,067

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

7,837

 

 

$

14,917

 

Restricted cash-furniture, fixtures and other escrows, end of period

 

 

12,944

 

 

 

35,185

 

Cash, cash equivalents and restricted cash, end of period

 

$

20,781

 

 

$

50,102

 

 

See notes to consolidated financial statements.

6


 

Apple Hospitality REIT, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization and Summary of Significant Accounting Policies

Organization

Apple Hospitality REIT, Inc., formed in November 2007 as a Virginia corporation, together with its wholly-owned subsidiaries (the “Company”), is a self-advised real estate investment trust (“REIT”) that invests in income-producing real estate, primarily in the lodging sector, in the United States (“U.S.”). The Company’s fiscal year end is December 31. The Company has no foreign operations or assets, and its operating structure includes only one reportable segment. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. Although the Company has interests in potential variable interest entities through its purchase commitments, it is not the primary beneficiary as the Company does not have any elements of power in the decision-making process of these entities; therefore, the Company does not consolidate the entities. As of March 31, 2026, the Company owned 217 hotels with an aggregate of 29,583 guest rooms located in 37 states and the District of Columbia (“D.C.”), including one hotel with 124 guest rooms classified as held for sale, which was sold in April 2026. The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “APLE.”

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include all of the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the twelve-month period ending December 31, 2026.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Net Income Per Common Share

Basic net income per common share is computed based upon the weighted average number of shares outstanding during the period. Diluted net income per common share is calculated after giving effect to all potential common shares that were dilutive and outstanding for the period. Basic and diluted net income per common share were the same for each of the periods presented.

Accounting Standards Recently Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on income tax disclosures around effective tax rates and cash income taxes paid. This update requires disclosure, on an annual basis, of a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU had the option of being applied prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments had the option of being applied retrospectively by providing the revised disclosures for all periods presented. The Company adopted this ASU within the 2025 Form 10-K using the retrospective approach for all periods presented. The adoption of this ASU only impacted disclosures with no impact on the Company’s consolidated financial statements.

Accounting Standards Recently Issued

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which focuses on improving the disclosures about a public business entity’s amounts and types of expenses. The update mandates that an entity disclose the amounts of specific natural expense categories—such as purchases of inventory, employee compensation, depreciation, intangible asset

7


 

amortization, and depletion—within relevant expense captions presented on the face of the income statement. Additionally, an entity must disclose qualitative descriptions of the composition of any remaining expense not separately disaggregated and disclose the total amount of selling expenses, and in annual reporting periods, its definition of selling expenses. The new standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this ASU may be applied prospectively by providing the revised disclosures for the period ending December 31, 2027 and continuing to provide the pre-ASU disclosures for the prior periods, or the amendments may be applied retrospectively by providing the revised disclosures for all periods presented. As of March 31, 2026, the Company has not adopted this ASU and is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and related disclosures.

2. Investment in Real Estate

The Company’s investment in real estate consisted of the following (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Land

 

$

840,101

 

 

$

841,027

 

Building and improvements

 

 

5,142,663

 

 

 

5,137,909

 

Furniture, fixtures and equipment

 

 

650,945

 

 

 

649,910

 

Finance ground lease assets

 

 

102,084

 

 

 

102,084

 

Franchise fees

 

 

34,630

 

 

 

29,198

 

 

 

6,770,423

 

 

 

6,760,128

 

Less accumulated depreciation and amortization

 

 

(2,012,971

)

 

 

(1,972,264

)

Investment in real estate, net

 

$

4,757,452

 

 

$

4,787,864

 

 

As of March 31, 2026, the Company owned 217 hotels with an aggregate of 29,583 guest rooms located in 37 states and the District of Columbia, including one hotel with 124 guest rooms classified as held for sale, which was sold in April 2026.

As of March 31, 2026, the Company leases all of its 217 hotels to its wholly-owned taxable REIT subsidiary (or a subsidiary thereof) under a master hotel lease agreement.

Acquisitions

The Company did not acquire any hotels during the three months ended March 31, 2026. During the year ended December 31, 2025, the Company acquired two hotels. The following table sets forth the location, brand, manager, date acquired, number of guest rooms and gross purchase price, excluding transaction costs, for each property. All dollar amounts are in thousands.
 

City

 

State

 

Brand

 

Manager

 

Date
Acquired

 

Guest Rooms

 

 

Gross
Purchase
Price

 

Tampa

 

FL

 

Homewood Suites

 

HHM

 

6/10/2025

 

 

126

 

 

$

18,800

 

Nashville

 

TN

 

Motto

 

Chartwell

 

12/19/2025

 

 

260

 

 

 

98,183

 

 

 

 

 

 

 

 

 

 

 

386

 

 

$

116,983

 

During 2025, the Company utilized available cash, proceeds from the sales of properties, which included proceeds from two separate like-kind exchanges, in accordance with Section 1031 of the Internal Revenue Code of 1986, as amended (“1031 Exchange”), and borrowings under its unsecured credit facilities to purchase the Tampa, Florida and Nashville, Tennessee hotels. The acquisitions of these properties were accounted for as acquisitions of asset groups, whereby costs incurred to effect the acquisitions (which were not significant) were capitalized as part of the cost of the assets acquired.

3. Assets Held for Sale and Dispositions

Assets Held for Sale

During the first quarter of 2026, the Company entered into a purchase and sale agreement with an unrelated party for the sale of one hotel for a gross sales price of $8.7 million. Since the buyer under the contract completed its due diligence and made a non-refundable deposit, as of March 31, 2026, the Company classified this hotel as assets held for sale on its consolidated balance sheet at its carrying value (which is less than the contract price, net of costs to sell). The Company completed the sale of the hotel in April 2026.

8


 

Dispositions

There were no dispositions during the three months ended March 31, 2026. During the year ended December 31, 2025, the Company sold seven hotels to five unrelated parties for a combined gross sales price of approximately $73.3 million, resulting in a combined gain on the sales of approximately $13.1 million, net of transaction costs, which was included in the Company’s consolidated statement of operations for the year ended December 31, 2025. The seven hotels had a total carrying value of approximately $58.9 million at their respective times of sale. The following table lists the seven hotels sold in 2025:

City

 

State

 

Brand

 

Date Sold

 

Guest Rooms

 

Chattanooga

 

TN

 

Homewood Suites

 

2/12/2025

 

 

76

 

Indianapolis

 

IN

 

SpringHill Suites

 

3/19/2025

 

 

130

 

Houston

 

TX

 

Marriott

 

8/18/2025

 

 

206

 

Clovis

 

CA

 

Hampton

 

11/5/2025

 

 

86

 

Clovis

 

CA

 

Homewood Suites

 

11/5/2025

 

 

83

 

Cedar Rapids

 

IA

 

Hampton

 

11/25/2025

 

 

103

 

Cedar Rapids

 

IA

 

Homewood Suites

 

11/25/2025

 

 

95

 

Total

 

 

 

 

 

 

 

 

779

 

Excluding gains on sale of real estate, the Company’s consolidated statements of operations include operating income (loss) of approximately $(0.1) million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, relating to the results of operations of the eight hotels noted above (the one hotel classified as held for sale at March 31, 2026 and the seven hotels sold in 2025) for the period of ownership. The sale of these properties does not represent a strategic shift that has, or will have, a major effect on the Company’s operations and financial results; therefore, the operating results for the period of ownership of these properties are included in income from continuing operations for the three months ended March 31, 2026 and 2025, as applicable. A portion of the proceeds from the sale of the hotel in March 2025 was used to complete a 1031 Exchange for the acquisition of the Homewood Suites in Tampa, Florida, as discussed above in Note 2, which resulted in the deferral of taxable gains of approximately $2.4 million. Similarly, a portion of the proceeds from the sale of two hotels in the fourth quarter was used to complete a 1031 Exchange for the acquisition of the Motto in Nashville, Tennessee, as discussed above in Note 2, which resulted in the deferral of taxable gains of approximately $4.0 million. The net proceeds from the sales of the remaining four hotels in 2025 were used for share repurchases and other general corporate purposes.

4. Debt

Summary

As of March 31, 2026 and December 31, 2025, the Company’s debt consisted of the following (in thousands):

 

 

 

March 31,
2026

 

 

December 31,
2025

 

Revolving credit facility

 

$

89,100

 

 

$

61,000

 

Term loans and senior notes, net

 

 

1,294,394

 

 

 

1,293,841

 

Mortgage debt, net

 

 

182,186

 

 

 

183,743

 

Debt, net

 

$

1,565,680

 

 

$

1,538,584

 

 

The aggregate amounts of principal payable under the Company’s total debt obligations as of March 31, 2026 (including the Revolving Credit Facility (if any) (as defined below), term loans, senior notes and mortgage debt), for the remainder of this fiscal year, each of the next four fiscal years and thereafter are as follows (in thousands):

 

2026 (April - December)

 

$

292,147

 

2027

 

 

278,602

 

2028

 

 

334,066

 

2029

 

 

162,294

 

2030

 

 

460,016

 

Thereafter

 

 

44,638

 

 

 

1,571,763

 

Unamortized debt issuance costs

 

 

(6,083

)

Total

 

$

1,565,680

 

 

9


 

The Company uses interest rate swaps to manage its interest rate risk on a portion of its variable-rate debt. Throughout the terms of these interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the annual Secured Overnight Financing Rate (“SOFR”) for a one-month term (“one-month SOFR”). Prior to March 2026, nine out of the eleven swaps also included an additional 0.10% SOFR spread adjustment. In March 2026, the Company amended the nine interest rate swaps to remove the 0.10% SOFR spread adjustment. Therefore, as of March 31, 2026, all eleven interest rate swaps receive a floating rate of interest equal to the one-month SOFR with no additional spread adjustment. The swaps are designed to effectively fix the interest payments on variable-rate debt instruments. See Note 5 for more information on the interest rate swap agreements. The Company’s total fixed-rate and variable-rate debt, after giving effect to its interest rate swaps in effect as of March 31, 2026 and December 31, 2025, is set forth below. All dollar amounts are in thousands.

 

 

 

March 31,
2026

 

 

Percentage

 

 

December 31,
2025

 

 

Percentage

 

Fixed-rate debt (1)

 

$

992,663

 

 

 

63

%

 

$

994,265

 

 

 

64

%

Variable-rate debt

 

 

579,100

 

 

 

37

%

 

 

551,000

 

 

 

36

%

Total

 

$

1,571,763

 

 

 

 

 

$

1,545,265

 

 

 

 

Weighted-average interest rate of debt

 

 

4.65

%

 

 

 

 

 

4.70

%

 

 

 

 

(1)
Fixed-rate debt includes the portion of variable-rate debt where the interest payments have been effectively fixed by interest rate swaps as of the respective balance sheet date. See Note 5 for more information on the interest rate swap agreements.

Credit Facilities

As of March 31, 2026 and December 31, 2025, the details of the Company’s unsecured credit facilities were as set forth in the table below. All dollar amounts are in thousands.

 

 

 

 

 

 

 

 

Outstanding Balance

 

 

 

Interest Rate

 

Maturity
Date

 

March 31, 2026

 

 

December 31, 2025

 

Revolving credit facility (1)

 

SOFR + 1.40% to 2.25%

(2)

 

7/25/2026

(3)

 

$

89,100

 

 

$

61,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Term loans and senior notes

 

 

 

 

 

 

 

 

 

 

 

 

$275 million term loan

 

SOFR + 1.35% to 2.20%

(2)

 

7/25/2027

 

 

 

275,000

 

 

 

275,000

 

$300 million term loan

 

SOFR + 1.35% to 2.20%

(2)

 

1/31/2028

 

 

 

300,000

 

 

 

300,000

 

$385 million term loan

 

SOFR + 1.35% to 2.20%

 

 

7/31/2030

 

 

 

385,000

 

 

 

385,000

 

$130 million term loan

 

SOFR + 1.35% to 2.20%

(2)

 

7/25/2026

(4)

 

 

130,000

 

 

 

130,000

 

$85 million term loan

 

SOFR + 1.70% to 2.55%

(2)

 

12/31/2029

 

 

 

85,000

 

 

 

85,000

 

$50 million senior notes

 

3.60% to 4.35%

 

 

3/31/2030

 

 

 

50,000

 

 

 

50,000

 

$75 million senior notes

 

4.88% to 5.63%

 

 

6/2/2029

 

 

 

75,000

 

 

 

75,000

 

Term loans and senior notes at stated value

 

 

 

 

 

 

1,300,000

 

 

 

1,300,000

 

Unamortized debt issuance costs

 

 

 

 

 

 

 

 

(5,606

)

 

 

(6,159

)

Term loans and senior notes, net

 

 

 

 

 

 

 

 

1,294,394

 

 

 

1,293,841

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit facilities, net (1)

 

 

 

 

 

 

 

$

1,383,494

 

 

$

1,354,841

 

Weighted-average interest rate (5)

 

 

 

 

 

 

 

 

4.77

%

 

 

4.83

%

 

(1)
Excludes unamortized debt issuance costs related to the Revolving Credit Facility (as defined below) totaling approximately $0.5 million and $0.8 million as of March 31, 2026 and December 31, 2025, respectively, which are included in other assets, net in the Company’s consolidated balance sheets.
(2)
In March 2026, the Company amended the terms of the Revolving Credit Facility and each unsecured term loan, as applicable, to remove the 0.10% SOFR spread adjustment.
(3)
The Revolving Credit Facility matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension; however, it plans to pursue refinancing of the maturing debt.
(4)
This loan matures on July 25, 2026, but it can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise this extension; however, it plans to pursue refinancing of the maturing debt.
(5)
Interest rate represents the weighted-average effective annual interest rate at the balance sheet date which includes the effect of interest rate swaps in effect on $685.0 million of the outstanding variable-rate debt as of March 31, 2026 and December 31, 2025. See Note 5 for more information on the interest rate swap agreements. The one-month SOFR on March 31, 2026 and December 31, 2025 was 3.66% and 3.69%, respectively.

10


 

For the unsecured credit facilities noted in the table above, the Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions. The revolving credit facility has a maximum borrowing capacity of $650 million (the “Revolving Credit Facility”). Subject to certain conditions, including covenant compliance and payment of additional fees, the Revolving Credit Facility maturity date may be extended up to one year. As of March 31, 2026, the Company had availability of approximately $558.8 million under the Revolving Credit Facility after taking into account a $2.1 million letter of credit. The Company is also required to pay quarterly an unused facility fee at an annual rate of 0.20% or 0.25% on the unused portion of the Revolving Credit Facility, based on the amount of borrowings outstanding during the quarter. Interest on the Revolving Credit Facility and the unsecured term loans, subject to certain exceptions, is generally payable monthly, with interest rates that have historically been equal to the one-month SOFR plus a 0.10% SOFR spread adjustment plus a margin (margin ranges shown in the table above), based upon the Company’s leverage ratio, as calculated under the terms of each respective credit agreement. In March 2026, the Company amended the terms of the Revolving Credit Facility and each unsecured term loan to remove the 0.10% SOFR spread adjustment, with the exception of the $385 million term loan facility, which did not include the 0.10% SOFR spread adjustment. Interest payments on the senior notes are due quarterly, and the interest rates, subject to certain exceptions, have a range of annual rates (shown in the table above) based on the Company’s leverage ratio, as calculated under the terms of each respective note agreement.

Credit Facilities Covenants

The credit agreements governing the unsecured credit facilities contain customary affirmative and negative covenants, restrictions on certain investments and events of default. The credit agreements require that the Company comply with various covenants, which include, among others, a minimum tangible net worth, maximum debt limits, minimum interest and fixed charge coverage ratios, and restrictions on certain investments. Refer to Note 4 of the Company’s 2025 Form 10-K for additional details. The Company was in compliance with the applicable covenants as of March 31, 2026.

Mortgage Debt

As of March 31, 2026, the Company had approximately $182.7 million in outstanding mortgage debt secured by 10 properties with maturity dates ranging from June 2026 to May 2038, and both stated interest rates and effective interest rates ranging from 3.40% to 4.37%. The loans generally provide for monthly payments of principal and interest on an amortized basis and defeasance or prepayment penalties if prepaid. The following table sets forth the hotel properties securing each loan, the interest rate, loan assumption or origination date, maturity date, the principal amount assumed or originated, and the outstanding balance prior to any debt issuance costs as of March 31, 2026 and December 31, 2025 for each of the Company’s mortgage debt obligations. All dollar amounts are in thousands.

 

Location

 

Brand

 

Interest Rate

 

 

Loan Assumption or Origination Date

 

Maturity Date

 

Principal Assumed or Originated

 

 

Outstanding balance as of
March 31, 2026

 

 

Outstanding balance as of
December 31, 2025

 

Boise, ID

 

Hampton

 

 

4.37

%

 

5/26/2016

 

6/11/2026

(1)

 

 

24,000

 

 

 

19,455

 

 

 

19,601

 

Burbank, CA

 

Courtyard

 

 

3.55

%

 

11/3/2016

 

12/1/2026

(1)

 

 

25,564

 

 

 

18,620

 

 

 

18,839

 

San Diego, CA

 

Courtyard

 

 

3.55

%

 

11/3/2016

 

12/1/2026

(1)

 

 

25,473

 

 

 

18,553

 

 

 

18,772

 

San Diego, CA

 

Hampton

 

 

3.55

%

 

11/3/2016

 

12/1/2026

(1)

 

 

18,963

 

 

 

13,812

 

 

 

13,975

 

Burbank, CA

 

SpringHill Suites

 

 

3.94

%

 

3/9/2018

 

4/1/2028

 

 

 

28,470

 

 

 

22,271

 

 

 

22,498

 

Santa Ana, CA

 

Courtyard

 

 

3.94

%

 

3/9/2018

 

4/1/2028

 

 

 

15,530

 

 

 

12,148

 

 

 

12,272

 

Richmond, VA

 

Courtyard

 

 

3.40

%

 

2/12/2020

 

3/11/2030

 

 

 

14,950

 

 

 

13,087

 

 

 

13,174

 

Richmond, VA

 

Residence Inn

 

 

3.40

%

 

2/12/2020

 

3/11/2030

 

 

 

14,950

 

 

 

13,087

 

 

 

13,174

 

Portland, ME

 

Residence Inn

 

 

3.43

%

 

3/2/2020

 

3/1/2032

 

 

 

33,500

 

 

 

30,500

 

 

 

30,500

 

San Jose, CA

 

Homewood Suites

 

 

4.22

%

 

12/22/2017

 

5/1/2038

 

 

 

30,000

 

 

 

21,130

 

 

 

21,460

 

 

 

 

 

 

 

 

 

 

 

 

$

231,400

 

 

 

182,663

 

 

 

184,265

 

Unamortized debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

 

(477

)

 

 

(522

)

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

182,186

 

 

$

183,743

 

 

(1)
The Company plans to pay the outstanding amount and service payments due upon the upcoming debt maturity date using funds from operations, borrowings under its Revolving Credit Facility and/or proceeds from new financing.

11


 

5. Fair Value of Financial Instruments

Except as described below, the carrying value of the Company’s financial instruments approximates fair value due to the short-term nature of these financial instruments.

Debt

The Company estimates the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates consistent with the maturity of a debt obligation with similar credit terms and credit characteristics, which are Level 3 inputs under the fair value hierarchy. Market rates take into consideration general market conditions and maturity. As of March 31, 2026, both the carrying value and the estimated fair value of the Company’s debt were approximately $1.6 billion. As of December 31, 2025, both the carrying value and estimated fair value of the Company’s debt were approximately $1.5 billion. Both the carrying value and the estimated fair value of the Company’s debt (as discussed above) are net of unamortized debt issuance costs related to term loans, senior notes and mortgage debt for each specific year.

Derivative Instruments

Currently, the Company uses interest rate swaps to manage its interest rate risk on variable-rate debt. Throughout the terms of these interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the one-month SOFR. Prior to March 2026, nine out of the eleven swaps also included an additional 0.10% SOFR spread adjustment. In March 2026, the Company amended the nine interest rate swaps to remove the 0.10% SOFR spread adjustment. Therefore, as of March 31, 2026, all eleven interest rate swaps receive a floating rate of interest equal to the one-month SOFR with no additional spread adjustment. The swaps are designed to effectively fix the interest payments on variable-rate debt instruments. These swap instruments are recorded at fair value and, if in an asset position, are included in other assets, net, and, if in a liability position, are included in accounts payable and other liabilities in the Company’s consolidated balance sheets. The fair values of the Company’s interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The following table sets forth information for each of the Company’s interest rate swap agreements outstanding as of March 31, 2026 and December 31, 2025. All dollar amounts are in thousands.

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Asset (Liability)

 

Notional Amount at
March 31, 2026

 

 

Origination
Date

 

Effective
Date

 

Maturity
Date

 

Swap Fixed
Interest
Rate

 

March 31,
2026

 

 

December 31,
2025

 

Active interest rate swaps designated as cash flow hedges at March 31, 2026:

 

 

 

 

 

 

$

75,000

 

 

8/21/2019

 

5/18/2021

 

5/18/2026

 

1.19%

 

$

242

 

 

$

688

 

 

125,000

 

 

11/3/2023

 

11/3/2023

 

11/18/2026

 

4.41%

 

 

(586

)

 

 

(1,061

)

 

50,000

 

 

8/2/2024

 

8/2/2024

 

8/18/2027

 

3.53%

 

 

64

 

 

 

(196

)

 

50,000

 

 

8/1/2024

 

8/5/2024

 

8/31/2027

 

3.74%

 

 

(73

)

 

 

(373

)

 

50,000

 

 

3/17/2023

 

3/20/2023

 

3/18/2028

 

3.40%

 

 

173

 

 

 

(133

)

 

50,000

 

 

3/17/2023

 

3/20/2023

 

3/20/2028

 

3.39%

 

 

175

 

 

 

(144

)

 

50,000

 

 

8/1/2024

 

8/5/2024

 

8/18/2028

 

3.65%

 

 

(124

)

 

 

(491

)

 

50,000

 

 

8/1/2025

 

8/1/2025

 

8/31/2028

 

3.38%

 

 

203

 

 

 

(114

)

 

50,000

 

 

8/1/2025

 

8/1/2025

 

8/31/2028

 

3.38%

 

 

212

 

 

 

(117

)

 

50,000

 

 

7/11/2024

 

7/18/2024

 

7/18/2029

 

3.86%

 

 

(513

)

 

 

(890

)

 

85,000

 

 

12/31/2019

 

12/31/2019

 

12/31/2029

 

1.77%

 

 

5,309

 

 

 

5,082

 

$

685,000

 

 

 

 

 

 

 

 

 

 

$

5,082

 

 

$

2,251

 

 

The Company assesses, both at inception and on an ongoing basis, the effectiveness of its qualifying cash flow hedges. As of March 31, 2026, all 11 active interest rate swap agreements listed above were designated as cash flow hedges. The change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of shareholders’ equity in the Company’s consolidated balance sheets.

Amounts reported in accumulated other comprehensive income will be reclassified to interest and other expense, net as interest payments are made or received on the Company’s variable-rate derivatives. The Company estimates that approximately $1.7 million of net unrealized gains included in accumulated other comprehensive income at March 31, 2026 will be reclassified as a decrease to interest and other expense, net within the next 12 months.

12


 

The following table presents the effect of derivative instruments in cash flow hedging relationships in the Company’s consolidated statements of operations and comprehensive income for the three months ended March 31, 2026 and 2025 (in thousands):
 

 

 

Net Unrealized Gain (Loss)
Recognized in Other
Comprehensive Income (Loss)

 

 

Net Unrealized Gain Reclassified
from Accumulated Other
Comprehensive Income to Interest
and Other Expense, net

 

 

 

Three Months Ended March 31,

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest rate derivatives in cash flow
   hedging relationships

 

$

3,625

 

 

$

(4,490

)

 

$

794

 

 

$

2,544

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6. Related Parties

The Company has engaged in, and is expected to continue to engage in, transactions with related parties. These transactions cannot be construed as being at arm’s length, and the results of the Company’s operations may have been different if these transactions were conducted with non-related parties. There have been no changes to the contracts and relationships discussed in the 2025 Form 10-K. Below is a summary of the significant related party relationships in effect during the three months ended March 31, 2026 and 2025.

Glade M. Knight, Executive Chairman of the Company, owns Apple Realty Group, Inc. (“ARG”), which receives support services from the Company and reimburses the Company for the cost of these services as discussed below. Mr. Knight is also currently a partner and Chief Executive Officer of Energy 11 GP, LLC and Energy Resources 12 GP, LLC, which are the respective general partners of Energy 11, L.P. and Energy Resources 12, L.P., each of which receives support services from ARG.

The Company provides support services, including the use of the Company’s employees and corporate office, to ARG and is reimbursed by ARG for the cost of these services. Under this cost sharing structure, amounts reimbursed to the Company include both compensation for personnel and office related costs (including office rent, utilities, office supplies, etc.) used by ARG. The amounts reimbursed to the Company are based on the actual costs of the services and a good faith estimate of the proportionate amount of time incurred by the Company’s employees on behalf of ARG. Total reimbursed costs allocated by the Company to ARG for the three months ended March 31, 2026 and 2025 totaled approximately $0.3 million for each respective period, and are recorded as a reduction to general and administrative expenses in the Company’s consolidated statements of operations.

As part of the cost sharing arrangement, certain day-to-day transactions may result in amounts due to or from the Company and ARG. To efficiently manage cash disbursements, the Company or ARG may make payments for the other company. Under this cash management process, each company may advance or defer up to $1 million at any time. Each quarter, any outstanding amounts are settled between the companies. This process allows each company to minimize its cash on hand and reduces the cost for each company. The amounts outstanding at any point in time are not significant to either of the companies. As of March 31, 2026 and December 31, 2025, total amounts due from ARG for reimbursements under the cost sharing structure totaled approximately $0.3 million and $0.5 million, respectively, and are included in other assets, net in the Company’s consolidated balance sheets.

The Company, through its wholly-owned subsidiary, Apple Air Holding, LLC, owns an aircraft used primarily for acquisition, asset management, renovation, investor, corporate and public relations and other business purposes. The aircraft may from time to time be leased to affiliates of the Company based on third-party rates. Lease activity was not significant during the reporting periods.

From time to time, the Company utilizes aircraft, owned by an entity that is owned by the Company’s Executive Chairman, for acquisition, asset management, renovation, investor, corporate and public relations and other business purposes, and reimburses this entity at third-party rates. Total costs incurred for the use of the aircraft during the three months ended March 31, 2026 were less than $0.1 million and are included in general and administrative expenses in the Company’s consolidated statements of operations. The Company did not use these aircraft during the three months ended March 31, 2025.

7. Shareholders’ Equity

Distributions

For the three months ended March 31, 2026, the Company paid distributions of $0.24 per common share for a total of $56.6 million. During the three months ended March 31, 2025, the Company paid distributions of $0.29 per common share, for a total of $69.6 million. Additionally, in March 2026, the Company declared a monthly cash distribution of $0.08 per common share, totaling $18.9 million, which was recorded as a payable as of March 31, 2026 and paid on April 15, 2026. Distributions declared but not paid at the balance sheet date are included in accounts payable and other liabilities in the Company’s consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

13


 

Issuance of Shares

On February 23, 2024, the Company entered into an equity distribution agreement pursuant to which the Company may sell, from time to time, up to an aggregate of $500 million of its common shares under an at-the-market offering program (the “ATM Program”) under the Company’s current shelf registration statement. The Company did not sell any common shares under the ATM Program during the three months ended March 31, 2026 or during the year ended December 31, 2025. As of March 31, 2026, $500 million remained available for issuance under the ATM Program. The Company plans to use future net proceeds from the sale of shares under the ATM Program, or under a similar successor program, for general corporate purposes, which may include, among other things, acquisitions of additional properties, the repayment of outstanding indebtedness, capital expenditures, improvement of properties in its portfolio and working capital. The Company may also use the future net proceeds to acquire another REIT or other company that invests in income-producing properties.

Share Repurchases

In May 2025, the Company’s Board of Directors approved a one-year extension of its existing share repurchase program, authorizing share repurchases up to an aggregate of $262.6 million (the “Share Repurchase Program”). The Share Repurchase Program may be suspended or terminated at any time by the Company and will end in July 2026 if not terminated or extended earlier. The Company previously entered into, and expects to continue to enter into, written trading plans as part of the Share Repurchase Program that provide for share repurchases in open market transactions that are intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company did not repurchase any common shares during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company purchased, under its Share Repurchase Program, approximately 1.9 million of its common shares at a weighted-average market purchase price of approximately $13.61 per common share for an aggregate purchase price, including commissions, of approximately $26.3 million. Purchases under the Share Repurchase Program have been funded, and the Company intends to fund future share repurchases, with cash on hand, proceeds from dispositions or availability under its unsecured credit facilities, subject to applicable restrictions under the Company’s unsecured credit facilities (if any). The timing of share repurchases and the number of common shares to be purchased under the Share Repurchase Program will also depend upon prevailing market conditions, regulatory requirements and other factors. As of March 31, 2026, approximately $242.5 million remained available for purchase under the Share Repurchase Program.

8. Compensation Plans

The Company annually establishes an incentive compensation plan for its executive management team, which is approved by the Compensation Committee. Under the incentive compensation plan for 2026 (the “2026 Incentive Plan”), participants are eligible to receive incentive compensation based on the achievement of certain 2026 performance measures, with one-half (50%) of incentive compensation based on operational metrics and performance goals and one-half (50%) of incentive compensation based on shareholder return metrics. With respect to the shareholder return metrics, 75% of the target will be based on shareholder return relative to a peer group and 25% will be based on total shareholder return metrics over one-year, two-year, and three-year periods. With respect to the operational metrics and performance goals, 75% of the operational performance target will be based on the following metrics: Comparable Hotels RevPAR growth, Comparable Hotels Adjusted Hotel EBITDA margin, Adjusted EBITDAre and Modified Funds from Operations per share, equally weighted at 18.75% (non-GAAP financial measures are defined elsewhere within this Quarterly Report on Form 10-Q). The remaining 25% of the operational performance target will be based on the management of balance sheet maturities and allocation of capital to drive shareholder returns. As of March 31, 2026, the range of potential aggregate payouts under the 2026 Incentive Plan was $0 - $30.3 million. Based on performance through March 31, 2026, the Company has accrued approximately $3.8 million as a liability for potential executive incentive compensation payments under the 2026 Incentive Plan, which is included in accounts payable and other liabilities in the Company’s consolidated balance sheet as of March 31, 2026 and in general and administrative expenses in the Company’s consolidated statement of operations for the three months ended March 31, 2026. Approximately 25% of target awards under the 2026 Incentive Plan, if any, will be paid in cash, and 75% will be issued in common shares under the Company’s 2024 Omnibus Incentive Plan, approximately two-thirds of which will be unrestricted and one-third of which will vest in December 2027.

Under the incentive compensation plan for 2025 (the “2025 Incentive Plan”), the Company recorded approximately $3.4 million for executive incentive compensation in general and administrative expenses in its consolidated statement of operations for the three months ended March 31, 2025.

14


 

Share-Based Compensation Awards

The following table sets forth information pertaining to the executive share-based compensation issued under the 2025 Incentive Plan and the incentive plan for 2024 (the “2024 Incentive Plan”).

 

 

 

2025 Incentive
Plan

 

 

2024 Incentive
Plan

 

Period common shares issued

 

First Quarter 2026

 

 

First Quarter 2025

 

 

 

 

 

 

 

Common shares earned under each incentive plan

 

496,996

 

 

766,601

 

Common shares surrendered on issuance date to
   satisfy tax withholding obligations

 

128,757

 

 

221,309

 

Common shares earned and issued under each
   incentive plan, net of common shares surrendered on
   issuance date to satisfy tax withholding obligations

 

368,239

 

 

545,292

 

Average of the high and low stock price on issuance date

 

$12.10

 

 

$14.48

 

Total share-based compensation earned, including the
   surrendered shares (in millions)

 

$6.0

(1)

 

$11.1

(2)

Of the total common shares earned and issued, total
   common shares unrestricted at time of issuance

 

175,519

 

 

302,438

 

Of the total common shares earned and issued, total
   common shares restricted at time of issuance

 

192,720

 

 

242,854

 

 

 

 

 

 

 

Restricted common shares vesting date

 

December 11, 2026

 

 

December 12, 2025

 

Common shares surrendered on vesting date to satisfy
   tax withholding requirements resulting from vesting
   of restricted common shares

 

n/a

 

 

102,615

 

 

(1)
Of the total 2025 executive share-based compensation, approximately $4.8 million was recorded as a liability as of December 31, 2025 and is included in accounts payable and other liabilities in the Company’s consolidated balance sheet at December 31, 2025. Another $1.2 million, which is subject to vesting on December 11, 2026 and excludes any restricted shares forfeited or vested prior to that date, will be recognized as share-based compensation expense proportionately throughout 2026. For the three months ended March 31, 2026, the Company recognized approximately $0.3 million of share-based compensation expense related to restricted share awards.
(2)
Of the total 2024 executive share-based compensation, approximately $1.8 million, which vested on December 12, 2025, was recognized as share-based compensation expense proportionately throughout 2025. For the three months ended March 31, 2025, the Company recognized approximately $0.4 million of share-based compensation expense related to restricted share awards.

15


 

9. Reportable Segments

The Company owns hotel properties throughout the U.S. that generate guest room rental, food and beverage, and other property-related income. There are no foreign operations from which the Company derives revenues and no assets are held in a foreign country. There are no material concentrations of 10% or more of total revenues allocated to a single customer for the reporting periods presented. The Chief Operating Decision Maker (“CODM”) separately evaluates the performance, allocates capital resources and manages the overall operating and investing strategy of each of its hotel properties individually; therefore, the Company considers each hotel to be an operating segment. However, because each hotel is not individually significant, serves a similar class and mix of business and leisure customers, has similar economic characteristics and risks, facilities, and services, utilizes similar methods to distribute their products and services through third-party management companies, and is subject to similar regulatory environments, the properties have been combined into a single operating segment for reporting purposes. The CODM, who is the Chief Executive Officer of the Company, assesses the performance of each operating segment on a monthly basis using adjusted hotel earnings (loss) before interest expense, income taxes and depreciation and amortization (“Adjusted Hotel EBITDA”), the measure by which the CODM makes day-to-day operating decisions, compares actual results with budgeted and prior year results, invests in capital improvements, and performs competitive analysis of the Company’s operating performance against industry peers.

Adjusted Hotel EBITDA, presented herein, is calculated as EBITDA from hotel operations with further exclusions as noted below. EBITDA is a commonly used measure of performance in many industries and is defined as net income (loss) excluding interest, income taxes, depreciation and amortization. The Company believes EBITDA is useful to investors because it helps the Company and its investors evaluate the ongoing operating performance of the Company by removing the impact of its capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). In addition, certain covenants included in the agreements governing the Company’s indebtedness use EBITDA, as defined in the specific credit agreement, as a measure of financial compliance. The Company further excludes the following items that are not reflective of its ongoing operating performance or incurred in the normal course of business, and thus not utilized in the CODM’s analysis to allocate resources and assess operating performance of the Company’s business:

gains and losses from the sale of certain real estate assets (including gains and losses from change in control);
real estate related impairments;
non-cash straight-line operating ground lease expense;
actual corporate-level general and administrative expense for the Company, including share-based compensation expense; and
operating results from the non-hotel property, prior to recovering possession on April 4, 2025.

The Company believes Adjusted Hotel EBITDA provides useful supplemental information to investors regarding operating performance, and it is used by management to measure the performance of the Company’s hotels and the effectiveness of the operators of the hotels.

16


 

The following table reconciles the Company’s single reportable segment Adjusted Hotel EBITDA to GAAP net income for the three months ended March 31, 2026 and 2025:

 

 

Three Months Ended
March 31,

 

 

 

2026

 

 

2025

 

Total revenue

 

$

337,741

 

 

$

327,702

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

Significant hotel operating expenses

 

 

 

 

 

Operating

 

 

88,665

 

 

 

84,510

 

Hotel administrative

 

 

30,970

 

 

 

29,673

 

Sales and marketing

 

 

29,823

 

 

 

30,286

 

Utilities

 

 

13,232

 

 

 

12,479

 

Repair and maintenance

 

 

17,840

 

 

 

17,142

 

Franchise fees

 

 

16,039

 

 

 

14,553

 

Management fees

 

 

10,368

 

 

 

11,227

 

Total significant hotel operating expenses

 

 

206,937

 

 

 

199,870

 

 

 

 

 

 

 

Property taxes, insurance & other

 

 

22,458

 

 

 

23,361

 

Other segment items (1)

 

 

(133

)

 

 

(794

)

 

 

 

 

 

 

Adjusted Hotel EBITDA

 

 

108,479

 

 

 

105,265

 

 

 

 

 

 

 

General and administrative

 

 

(10,796

)

 

 

(9,228

)

Depreciation and amortization

 

 

(49,537

)

 

 

(47,941

)

Gain on sale of real estate

 

 

-

 

 

 

3,557

 

Other segment items (1)

 

 

(133

)

 

 

(794

)

Interest expense, net

 

 

(20,072

)

 

 

(19,397

)

Income tax expense

 

 

(242

)

 

 

(241

)

 

 

 

 

 

 

Net income

 

$

27,699

 

 

$

31,221

 

 

(1)
Includes operating results of the New York Property when classified as a non-hotel property through March 2025. On April 4, 2025, the Company recovered possession of the New York Property and reinstated operations of the hotel’s 209 guest rooms through a third-party manager engaged by the Company. Additionally, for the three months ended March 31, 2026 and 2025, expenses relating to amortization of favorable and unfavorable operating leases and non-cash straight-line operating ground lease expense are included. These items have been included for the purpose of ensuring their exclusion from Adjusted Hotel EBITDA, as they do not reflect the underlying operating performance of the Company's hotels.

Disclosure of the reportable segment’s revenue and profit or loss is included in the Company’s consolidated statements of operations and comprehensive income; its assets are presented in the consolidated balance sheets; and its significant noncash items are provided in its consolidated statements of cash flows, all within this Quarterly Report on Form 10-Q. For the three months ended March 31, 2026 and 2025, the Company invested approximately $27.5 million and $19.6 million in capital expenditures, respectively.

10. Contract Commitments

Purchase Contract Commitments

As of March 31, 2026, the Company had one outstanding contract, which was entered into during the third quarter of 2025, for the potential purchase of a hotel in Anchorage, Alaska for an expected fixed purchase price of approximately $65.5 million. The hotel is under development as a 160-guest-room AC Hotel and is currently planned to be completed and opened for business in the fourth quarter of 2027. As of March 31, 2026, a $2.0 million contract deposit (refundable if the seller does not meet its obligations under the contract) had been paid. If the closing occurs, the Company plans to utilize its available cash or borrowings, including borrowings under its unsecured credit facilities available at closing, to purchase the hotel under contract. Although the Company is working towards acquiring this hotel, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closing on this hotel will occur under the outstanding purchase contract. If the seller meets all of the conditions to closing, the Company is obligated to specifically perform under the purchase contract and acquire this hotel. As this hotel is under development, at this time, the seller has not met all of the conditions to closing.

17


 

Development Project

During the third quarter of 2025, the Company entered into a fixed-price contract with a third party to develop a dual-branded property, consisting of an AC Hotel and a Residence Inn, on Company-owned land in Las Vegas, Nevada, adjacent to its existing SpringHill Suites. The Company expects to spend a total of approximately $143.7 million to develop the hotels, which are currently planned to be completed and opened for business in the second quarter of 2028. Upon completion, the AC Hotel and Residence Inn are expected to contain approximately 237 and 160 guest rooms, respectively. As of March 31, 2026, the Company has paid $1.6 million in refundable (if the contracted developer does not meet its obligation under the contract) deposits.

11. Subsequent Events

On April 15, 2026, the Company paid approximately $18.9 million, or $0.08 per common share, in distributions to shareholders of record as of March 31, 2026.

On April 15, 2026, the Company completed the sale of its 124-room Hampton located in Rochester, Minnesota, for a gross sales price of approximately $8.7 million.

On April 20, 2026, the Company declared a monthly cash distribution of $0.08 per common share. The distribution is payable on May 15, 2026, to shareholders of record as of April 30, 2026.

 

18


 

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are typically identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” “outlook,” “strategy,” and similar expressions that convey the uncertainty of future events or outcomes. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Apple Hospitality REIT, Inc. and its wholly-owned subsidiaries (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, but are not limited to, the ability of the Company to effectively acquire and dispose of properties and redeploy proceeds; the anticipated timing and frequency of shareholder distributions; the ability of the Company to fund capital obligations; the ability of the Company to successfully integrate pending transactions and implement its operating strategy; changes in general political, economic and competitive conditions and specific market conditions (including the potential effects of tariffs, inflation or a recessionary environment); reduced business and leisure travel due to geopolitical uncertainty, including terrorism and acts of war; travel-related health concerns, including widespread outbreaks of infectious or contagious diseases in the U.S.; inclement weather conditions, including natural disasters such as hurricanes, earthquakes and wildfires; government shutdowns, airline strikes or equipment failures, or other disruptions; adverse changes in the real estate and real estate capital markets; financing risks; changes in interest rates; litigation risks; regulatory proceedings or inquiries; and changes in laws or regulations or interpretations of current laws and regulations that impact the Company’s business, assets or classification as a real estate investment trust (“REIT”). Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Readers should carefully review the risk factors described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to those discussed in the section titled “Risk Factors” in the 2025 Form 10-K. Any forward-looking statement that the Company makes speaks only as of the date of this Quarterly Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events, or otherwise, except as required by law.

The following discussion and analysis should be read in conjunction with the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, as well as the information contained in the 2025 Form 10-K.

Overview

The Company is a Virginia corporation that has elected to be treated as a REIT for U.S. federal income tax purposes. The Company is self-advised and invests in income-producing real estate, primarily in the lodging sector, in the U.S. As of March 31, 2026, the Company owned 217 hotels with an aggregate of 29,583 guest rooms located in urban, high-end suburban and developing markets throughout 37 states and the District of Columbia, including one hotel with 124 guest rooms classified as held for sale, which was sold in April 2026. Substantially all of the Company’s hotels operate under Marriott or Hilton brands. The hotels are operated and managed under separate management agreements with 15 hotel management companies, none of which are affiliated with the Company. The Company’s common shares are listed on the NYSE under the ticker symbol “APLE.”

Recent Hotel Portfolio Activities

The Company continually monitors market conditions and attempts to maximize shareholder value by investing in properties that it believes provide superior value over the long term. Consistent with this strategy and the Company’s focus on investing in rooms-focused hotels, as of March 31, 2026, the Company had one outstanding contract, which was entered into during the third quarter of 2025, for the potential purchase of a hotel in Anchorage, Alaska for an expected fixed purchase price of approximately $65.5 million. The hotel is under development as a 160-guest-room AC Hotel and is currently planned to be completed and opened for business in the fourth quarter of 2027. As of March 31, 2026, a $2.0 million contract deposit (refundable if the seller does not meet its obligations under the contract) had been paid. If the closing occurs, the Company plans to utilize its available cash or borrowings, including borrowings under its unsecured credit facilities available at closing, to purchase the hotel under contract. Although the Company is working towards acquiring this hotel, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closing on this hotel will occur under the outstanding purchase contract. If the seller meets all of the

19


 

conditions to closing, the Company is obligated to specifically perform under the purchase contract and acquire this hotel. As this hotel is under development, at this time, the seller has not met all of the conditions to closing.

During the third quarter of 2025, the Company entered into a fixed-price contract with a third party to develop a dual-branded property, consisting of an AC Hotel and a Residence Inn, on Company-owned land in Las Vegas, Nevada, adjacent to its existing SpringHill Suites. The Company expects to spend a total of approximately $143.7 million to develop the hotels, which are currently planned to be completed and opened for business in the second quarter of 2028. Upon completion, the AC Hotel and Residence Inn are expected to contain approximately 237 and 160 guest rooms, respectively.

For its existing portfolio, the Company monitors each property’s profitability, market conditions and capital requirements and attempts to maximize shareholder value by disposing of properties when it believes that superior value can be provided from the sale of the property. As a result, during the three months ended March 31, 2026, the Company entered into a purchase and sale agreement with an unrelated party for the sale of one hotel for a gross sales price of $8.7 million. Since the buyer under the contract completed its due diligence and made a non-refundable deposit, as of March 31, 2026, the Company classified this hotel as assets held for sale on its consolidated balance sheet at its carrying value (which is less than the contract price, net of costs to sell). The Company completed the sale of the hotel in April 2026.

See Note 3 titled “Assets Held for Sale and Dispositions” and Note 10 titled “Contract Commitments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning these transactions.

As of March 31, 2026, the Company’s independent boutique hotel in New York, New York (the “New York Property”) was included in the Company’s hotel and guest room counts. On April 4, 2025, the Company recovered possession of this property and reinstated operations of the hotel's 209 guest rooms through a third-party manager engaged by the Company. From May 2023 through March 2025, the Company classified the property as a “non-hotel property” and excluded it from hotel and guest room counts, as it was leased to a third-party hotel operator. Following the third-party hotel operator's failure to make lease payments, the Company commenced legal proceedings in 2024 to remove the third-party hotel operator from possession of the property. In April 2025, the Company and the third-party hotel operator entered into an agreement to mutually release all claims, to terminate the lease and for the third-party hotel operator to voluntarily surrender possession of the property back to the Company.

Hotel Operations

As of March 31, 2026, the Company owned 217 hotels, including one hotel classified as held for sale, with a total of 29,583 guest rooms as compared to 219 hotels with a total of 29,558 guest rooms as of March 31, 2025. Results of operations are included only for the period of ownership for hotels acquired or disposed of during the current reporting period and the prior year. During the three months ended March 31, 2026, the Company did not acquire or dispose of any properties. During the three months ended March 31, 2025, the Company did not acquire any properties, but sold two properties, including one property sold on February 12, 2025 and one property sold on March 19, 2025. On April 4, 2025, the Company recovered possession from a third-party hotel operator and reinstated operations of its 209-guest-room New York Property through a third-party manager engaged by the Company.

Management Company Transitions

The Company continually evaluates the performance of each property and may transfer management responsibilities to a different third-party manager to improve operational efficiency and maximize asset value. In markets or regions where the Company owns multiple properties, it may consolidate hotels under specific third-party managers to leverage regional expertise, gain operating efficiencies, and enhance overall portfolio performance. During the three months ended March 31, 2026, the Company transitioned the remaining nine hotels managed by affiliates of Marriott, as of December 31, 2025, to separate management companies that are not affiliated with Marriott, Hilton or Hyatt. In 2025, the Company transitioned the management responsibilities for nine other hotels to different third-party management companies with which it already had existing management agreements for other properties, a portion of which involved transitions from hotels previously managed by affiliates of Marriott to management companies unaffiliated with Marriott, Hilton, or Hyatt.

Operating Results

In evaluating financial condition and operating performance, the most important indicators on which the Company focuses are revenue measurements, such as average occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”), and expenses, such as hotel operating expenses, general and administrative expenses and other expenses described below. RevPAR and operating results may be impacted by regional and local economies and local regulations as well as changes in lodging demand due to macroeconomic factors including inflationary pressures, higher energy prices or a recessionary environment.

20


 

The following is a summary of the results from operations of the Company’s hotels for their respective periods of ownership by the Company:

 

 

Three Months Ended March 31,

 

(in thousands, except statistical data)

 

2026

 

Percent
of
Revenue

 

 

2025

 

Percent
of
Revenue

 

Percent
Change

 

Total revenue

 

$

337,741

 

 

100.0

%

 

$

327,702

 

 

100.0

%

 

3.1

%

Hotel operating expense

 

 

206,937

 

 

61.3

%

 

 

199,870

 

 

61.0

%

 

3.5

%

Property taxes, insurance and other expense

 

 

22,458

 

 

6.6

%

 

 

23,361

 

 

7.1

%

 

-3.9

%

General and administrative expense

 

 

10,796

 

 

3.2

%

 

 

9,228

 

 

2.8

%

 

17.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

49,537

 

 

 

 

 

47,941

 

 

 

 

3.3

%

Gain on sale of real estate

 

 

-

 

 

 

 

 

3,557

 

 

 

n/a

 

Interest and other expense, net

 

 

20,072

 

 

 

 

 

19,397

 

 

 

 

3.5

%

Income tax expense

 

 

242

 

 

 

 

 

241

 

 

 

 

0.4

%

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

27,699

 

 

 

 

 

31,221

 

 

 

 

-11.3

%

Adjusted Hotel EBITDA (1)

 

 

108,479

 

 

 

 

 

105,265

 

 

 

 

3.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Number of hotels owned at end of period

 

 

217

 

 

 

 

 

219

 

 

 

 

-0.9

%

ADR

 

$

157.19

 

 

 

 

$

156.24

 

 

 

 

0.6

%

Occupancy

 

 

72.8

%

 

 

 

 

71.1

%

 

 

 

2.4

%

RevPAR

 

$

114.43

 

 

 

 

$

111.04

 

 

 

 

3.1

%

 

(1)
See reconciliation of Adjusted Hotel EBITDA to net income in “Non-GAAP Financial Measures” below.

Comparable Hotels Operating Results

The following table reflects certain operating statistics for the Company’s 216 hotels owned and held for use as of March 31, 2026 (“Comparable Hotels”). The Company defines metrics from Comparable Hotels as results generated by the 216 hotels owned and held for use as of the end of the reporting period. For the hotels acquired during the reporting periods shown, the Company has included, as applicable, results of those hotels for periods prior to the Company’s ownership using information provided by the properties’ prior owners at the time of acquisition and not adjusted by the Company. For dispositions and assets held for sale, results have been excluded for the Company’s period of ownership.

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

Percent Change

 

ADR

 

$

157.35

 

 

$

157.26

 

 

 

0.1

%

Occupancy

 

 

72.8

%

 

 

71.3

%

 

 

2.1

%

RevPAR

 

$

114.61

 

 

$

112.14

 

 

 

2.2

%

 

Same Store Operating Results

The following table reflects certain operating statistics for the 213 hotels owned and held for use by the Company as of January 1, 2025 and during the entirety of the reporting periods being compared, excluding the New York Property (“Same Store Hotels”).

 

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

 

Percent Change

 

ADR

 

$

157.24

 

 

$

157.06

 

 

 

0.1

%

Occupancy

 

 

73.2

%

 

 

71.3

%

 

 

2.7

%

RevPAR

 

$

115.04

 

 

$

111.91

 

 

 

2.8

%

 

As discussed above, hotel performance is impacted by many factors, including the economic conditions in the U.S. as well as each individual locality. The Company’s Comparable Hotels and Same Store Hotels revenue and operating results increased modestly for the three months ended March 31, 2026, compared to the same period in 2025, reflecting improvement in demand beyond the impact of prior-year headwinds, including reduced government travel following the current administration's efforts to curtail government spending and broader macroeconomic uncertainty in the U.S. The Company expects RevPAR to improve seasonally over the remainder of the year. Prior expectations were for full-year 2026 RevPAR to be in line with 2025, consistent with broader industry

21


 

chain-scale outlooks; however, based on performance through the first quarter, the Company currently expects full-year 2026 RevPAR to modestly exceed 2025 levels, assuming no material changes in the macroeconomic environment.

Revenues

The Company’s principal source of revenue is hotel revenue consisting of room, food and beverage, and other related revenue. For the three months ended March 31, 2026 and 2025, the Company had total revenue of $337.7 million and $327.7 million, respectively. For the three months ended March 31, 2026 and 2025, respectively, Comparable Hotels achieved combined average occupancy of 72.8% and 71.3%, ADR of $157.35 and $157.26, and RevPAR of $114.61 and $112.14. ADR is calculated as room revenue divided by the number of rooms sold, and RevPAR is calculated as occupancy multiplied by ADR.

Compared to the same period in 2025, during the three months ended March 31, 2026, the Company’s Comparable Hotels ADR generally remained unchanged while occupancy increased by 2.1% resulting in an increase in Comparable Hotels RevPAR of 2.2%. Revenue increased for the three months ended March 31, 2026 compared to the same period in 2025, reflecting improved demand beyond the impact of prior-year headwinds, including reduced government travel and broader U.S. macroeconomic uncertainty in the first quarter of 2025 following the current administration’s efforts to curtail government spending. Markets with significantly above-average growth in the first quarter of 2026, compared to the same period in 2025, for the Company included Anchorage, Chicago, Fort Lauderdale, Las Vegas, Madison, Miami, Oklahoma City and Seattle. For the remainder of 2026, the Company expects RevPAR to be similar for its Comparable Hotels as compared to 2025, which is consistent with broader expectations for applicable industry chain scale averages assuming the current macroeconomic environment continues. Future revenues could be negatively impacted by, among other things, historical seasonal trends, deterioration of consumer sentiment, a recessionary macroeconomic environment, inflationary pressures, a continuation of reduced government travel or continued geopolitical uncertainty.


Hotel Operating Expense

Hotel operating expense consists of direct room operating expense, hotel administrative expense, sales and marketing expense, utilities expense, repair and maintenance expense, franchise fees and management fees. For the three months ended March 31, 2026 and 2025, hotel operating expense totaled $206.9 million and $199.9 million, respectively, or 61.3% and 61.0% of total revenue for the respective periods. The increase in hotel operating expense for the three months ended March 31, 2026, as compared to the same period in 2025, was primarily driven by higher occupancy levels, which resulted in increased variable operating expenses, including labor, utilities and administrative costs. While these costs naturally increase with improved operating performance, such expenses have been well controlled by the Company relative to the additional occupancy-driven activity. Additionally, ongoing inflationary pressures across the broader economy contributed to the increase in operational costs for the period. While payroll costs remain elevated due to a competitive labor market, wage growth has moderated, and management companies have continued to reduce their use of contract labor. For the remainder of 2026, the Company anticipates a similar operating expense environment. The Company continues to monitor its management companies’ efforts to realize operational efficiencies and mitigate the impact of cost pressures resulting from inflation and a tight labor market. The Company will continue to support its management companies to implement adjustments to the hotel operating model in response to continued changes in the operating environment and guest preferences, including their efforts to maximize operational efficiency.

Property Taxes, Insurance and Other Expense

Property taxes, insurance and other expense for the three months ended March 31, 2026 and 2025 totaled $22.5 million and $23.4 million, respectively, or 6.6% and 7.1% of total revenue for the respective periods. The decrease in property taxes, insurance and other expense for the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to decreases in property insurance premiums and successful appeals of real estate tax assessments from prior periods in certain jurisdictions. The Company will continue to proactively pursue tax assessment appeals in certain jurisdictions in an attempt to minimize tax increases, as warranted.

General and Administrative Expense

General and administrative expense for the three months ended March 31, 2026 and 2025 was $10.8 million and $9.2 million, respectively, or 3.2% and 2.8% of total revenue for the respective periods. The principal components of general and administrative expense are payroll and related benefit costs, executive incentive compensation, legal fees, accounting fees and reporting expenses. The increase in general and administrative expense for the three months ended March 31, 2026, as compared to the same period in 2025, was primarily due to increased accruals for anticipated performance under the Company’s executive incentive compensation plan.

22


 

Depreciation and Amortization Expense

Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $49.5 million and $47.9 million, respectively. Depreciation and amortization expense primarily represents expense of the Company’s hotel buildings and related improvements, and associated personal property (furniture, fixtures, and equipment) for the respective periods owned. For the three months ended March 31, 2026, depreciation and amortization expense slightly increased by approximately $1.6 million as compared to the same period in 2025, primarily due to the acquisitions of two hotels in the second and fourth quarters of 2025, which had higher purchase prices compared to the carrying values of the seven hotels disposed of in 2025, as well as renovations completed throughout 2025 and the first quarter of 2026.

Interest and Other Expense, net

Interest and other expense, net, for the three months ended March 31, 2026 and 2025 was $20.1 million and $19.4 million, respectively. Interest and other expense, net, for the three months ended March 31, 2026 and 2025 is net of approximately $0.8 million, in each respective period, of interest capitalized associated with renovation projects.

Interest expense related to the Company’s debt instruments for the three months ended March 31, 2026 increased slightly compared to the same period of 2025 as a result of higher average borrowings associated with variable-rate debt, partially offset by lower average interest rates on the Company's fixed and variable-rate debt and lower average borrowings associated with fixed-rate debt. The Company anticipates interest expense for the remainder of 2026 will be relatively similar to the interest expense for the same period of 2025 as a result of increased borrowings being offset by lower average interest rates. The proportion of variable-rate debt that is fixed by interest rate swaps was lower over the three months ended March 31, 2026 compared to the same period of 2025, as the Company had three interest rate swaps in effect on $150.0 million of variable-rate debt mature during 2025. However, this was partially offset as the Company entered into two new interest rate swaps in effect on $100.0 million of variable-rate debt during the third quarter of 2025, but at higher fixed rates than the swap agreements that expired. If the Company continues to replace expiring interest rate swaps in the current interest rate environment with new agreements, the Company anticipates those new agreements to be at higher rates than the expiring swap agreements.

Non-GAAP Financial Measures

The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: Funds from Operations (“FFO”), Modified Funds from Operations (“MFFO”), Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest, Income Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”), Adjusted EBITDAre (“Adjusted EBITDAre”) and Adjusted Hotel EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss), cash flow from operations or any other operating GAAP measure. FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA are not necessarily indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions. Although FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA, as calculated by the Company, may not be comparable to FFO, MFFO, EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA, as reported by other companies that do not define such terms exactly as the Company defines such terms, the Company believes these supplemental measures are useful to investors when comparing the Company’s results between periods and with other REITs.

FFO and MFFO

The Company calculates and presents FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), which defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains and losses from the sale of certain real estate assets (including gains and losses from change in control), extraordinary items as defined by GAAP, and the cumulative effect of changes in accounting principles, plus real estate related depreciation, amortization and impairments, and adjustments for unconsolidated affiliates. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. The Company further believes that by excluding the effects of these items, FFO is useful to investors in comparing its operating performance between periods and between REITs that report FFO using the Nareit definition. FFO as presented by the Company is applicable only to its common shareholders, but does not represent an amount that accrues directly to common shareholders.

The Company calculates MFFO by further adjusting FFO for the exclusion of amortization of finance ground lease assets, amortization of favorable and unfavorable operating leases, net, non-cash straight-line operating ground lease expense and share-based compensation expense, as these expenses do not reflect the underlying performance of the related hotels. The Company presents MFFO when evaluating its performance because it believes that it provides further useful supplemental information to investors regarding its ongoing operating performance. In addition, MFFO is a component of a key compensation measure of operational performance within the 2026 Incentive Plan.

23


 

The following table reconciles the Company’s GAAP net income to FFO and MFFO for the three months ended March 31, 2026 and 2025 (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

2026

 

 

2025

 

Net income

 

$

27,699

 

 

$

31,221

 

Depreciation of real estate owned

 

 

48,778

 

 

 

47,181

 

Gain on sale of real estate

 

 

-

 

 

 

(3,557

)

Funds from operations

 

 

76,477

 

 

 

74,845

 

Amortization of finance ground lease assets

 

 

759

 

 

 

759

 

Amortization of favorable and unfavorable operating leases, net

 

 

102

 

 

 

102

 

Non-cash straight-line operating ground lease expense

 

 

31

 

 

 

33

 

Share-based compensation expense (1)

 

 

2,914

 

 

 

3,068

 

Modified funds from operations

 

$

80,283

 

 

$

78,807

 

 

(1)
Effective January 1, 2026, in calculating MFFO, the Company began to exclude share-based compensation expense, as it represents a non-cash transaction, consistent with the MFFO presentation of the majority of other public lodging REITs. Prior year results have been updated to conform with the current year presentation.

EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA

EBITDA is a commonly used measure of performance in many industries and is defined as net income (loss) excluding interest, income taxes, depreciation and amortization. The Company believes EBITDA is useful to investors because it helps the Company and its investors evaluate the ongoing operating performance of the Company by removing the impact of its capital structure (primarily interest expense) and its asset base (primarily depreciation and amortization). In addition, certain covenants included in the agreements governing the Company’s indebtedness use EBITDA, as defined in the specific credit agreement, as a measure of financial compliance.

In addition to EBITDA, the Company also calculates and presents EBITDAre in accordance with standards established by Nareit, which defines EBITDAre as EBITDA, excluding gains and losses from the sale of certain real estate assets (including gains and losses from change in control), plus real estate related impairments, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. The Company presents EBITDAre because it believes that it provides further useful information to investors in comparing its operating performance between periods and between REITs that report EBITDAre using the Nareit definition.

The Company also considers the exclusion of non-cash straight-line operating ground lease expense and share-based compensation expense from EBITDAre useful, as these expenses do not reflect the underlying performance of the related hotels (Adjusted EBITDAre).

The Company further excludes corporate expense, defined as actual corporate-level general and administrative expense, excluding share-based compensation expense, for the Company as well as Adjusted EBITDAre from the non-hotel property (the New York Property) from Adjusted EBITDAre (Adjusted Hotel EBITDA) to isolate property-level operational performance over which the Company’s hotel operators have direct control. The Company believes Adjusted Hotel EBITDA provides useful supplemental information to investors regarding operating performance and it is used by management to measure the performance of the Company’s hotels and effectiveness of the operators of the hotels. In addition, Adjusted EBITDAre and Adjusted Hotel EBITDA are both components of key compensation measures of operational performance within the 2026 Incentive Plan.

24


 

The following table reconciles the Company’s GAAP net income to EBITDA, EBITDAre, Adjusted EBITDAre and Adjusted Hotel EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

 

 

 

Three Months Ended
March 31,

 

 

 

2026

 

 

2025

 

Net income

 

$

27,699

 

 

$

31,221

 

Depreciation and amortization

 

 

49,537

 

 

 

47,941

 

Amortization of favorable and unfavorable operating leases, net

 

 

102

 

 

 

102

 

Interest and other expense, net

 

 

20,072

 

 

 

19,397

 

Income tax expense

 

 

242

 

 

 

241

 

EBITDA

 

 

97,652

 

 

 

98,902

 

Gain on sale of real estate

 

 

-

 

 

 

(3,557

)

EBITDAre

 

 

97,652

 

 

 

95,345

 

Non-cash straight-line operating ground lease expense

 

 

31

 

 

 

33

 

Share-based compensation expense (1)

 

 

2,914

 

 

 

3,068

 

Adjusted EBITDAre

 

 

100,597

 

 

 

98,446

 

Corporate expense

 

 

7,882

 

 

 

6,160

 

Adjusted EBITDAre from non-hotel property (2)

 

 

-

 

 

 

659

 

Adjusted Hotel EBITDA

 

$

108,479

 

 

$

105,265

 

 

(1)
Effective January 1, 2026, in calculating Adjusted EBITDAre, the Company began to exclude share-based compensation expense, as it represents a non-cash transaction and the add back to net income is consistent with the calculation of Adjusted EBITDA for the Company’s financial covenant ratios under its credit facilities and consistent with the presentation of Adjusted EBITDA for the majority of other public lodging REITs. Prior year results have been updated to conform with the current year presentation.
(2)
Non-hotel property consists of the results of the New York Property that was leased to a third-party hotel operator before possession was recovered and operations reinstated through a third-party manager on April 4, 2025. This property’s Adjusted EBITDAre results are not included in Adjusted Hotel EBITDA beginning with the second half of 2023 through the first quarter of 2025.

Hotels Owned

As of March 31, 2026, the Company owned 217 hotels with an aggregate of 29,583 guest rooms located in 37 states and the District of Columbia, including one hotel with 124 guest rooms classified as held for sale which was sold in April 2026. The following tables summarize the number of hotels and guest rooms by brand and by state:

 

Number of Hotels and Guest Rooms by Brand

 

 

 

Number of

 

 

Number of

 

Brand

 

Hotels

 

 

Guest Rooms

 

Hilton Garden Inn

 

 

39

 

 

 

5,476

 

Courtyard

 

 

34

 

 

 

4,892

 

Hampton

 

 

34

 

 

 

4,642

 

Residence Inn

 

 

30

 

 

 

3,695

 

Homewood Suites

 

 

27

 

 

 

3,163

 

Fairfield

 

 

10

 

 

 

1,213

 

Home2 Suites

 

 

10

 

 

 

1,146

 

SpringHill Suites

 

 

8

 

 

 

1,333

 

TownePlace Suites

 

 

8

 

 

 

834

 

Embassy Suites

 

 

4

 

 

 

770

 

AC Hotels

 

 

4

 

 

 

702

 

Hyatt Place

 

 

3

 

 

 

411

 

Hyatt House

 

 

2

 

 

 

264

 

Marriott

 

 

1

 

 

 

413

 

Motto

 

 

1

 

 

 

260

 

Independent

 

 

1

 

 

 

212

 

Aloft Hotels

 

 

1

 

 

 

157

 

Total

 

 

217

 

 

 

29,583

 

 

25


 

 

Number of Hotels and Guest Rooms by State

 

 

 

Number of

 

 

Number of

 

State

 

Hotels

 

 

Guest Rooms

 

Alabama

 

 

13

 

 

 

1,246

 

Alaska

 

 

2

 

 

 

304

 

Arizona

 

 

13

 

 

 

1,776

 

California

 

 

24

 

 

 

3,553

 

Colorado

 

 

4

 

 

 

567

 

Florida

 

 

23

 

 

 

2,970

 

Georgia

 

 

5

 

 

 

585

 

Idaho

 

 

1

 

 

 

186

 

Illinois

 

 

7

 

 

 

1,255

 

Indiana

 

 

3

 

 

 

349

 

Iowa

 

 

1

 

 

 

103

 

Kansas

 

 

2

 

 

 

230

 

Kentucky

 

 

1

 

 

 

156

 

Louisiana

 

 

3

 

 

 

422

 

Maine

 

 

3

 

 

 

514

 

Maryland

 

 

2

 

 

 

233

 

Massachusetts

 

 

3

 

 

 

330

 

Michigan

 

 

1

 

 

 

148

 

Minnesota

 

 

3

 

 

 

405

 

Mississippi

 

 

2

 

 

 

168

 

Missouri

 

 

4

 

 

 

544

 

Nebraska

 

 

4

 

 

 

621

 

Nevada

 

 

1

 

 

 

300

 

New Jersey

 

 

5

 

 

 

629

 

New York

 

 

4

 

 

 

558

 

North Carolina

 

 

7

 

 

 

799

 

Ohio

 

 

3

 

 

 

406

 

Oklahoma

 

 

4

 

 

 

545

 

Oregon

 

 

1

 

 

 

243

 

Pennsylvania

 

 

4

 

 

 

525

 

South Carolina

 

 

5

 

 

 

590

 

Tennessee

 

 

10

 

 

 

1,424

 

Texas

 

 

25

 

 

 

3,005

 

Utah

 

 

6

 

 

 

919

 

Virginia

 

 

11

 

 

 

1,667

 

Washington

 

 

4

 

 

 

636

 

Wisconsin

 

 

2

 

 

 

438

 

Washington, D.C.

 

 

1

 

 

 

234

 

Total

 

 

217

 

 

 

29,583

 

 

 

 

 

 

 

 

 

26


 

The following table summarizes the location, brand, manager, date acquired or completed and number of guest rooms for each of the 217 hotels that the Company owned as of March 31, 2026. As noted below, as of March 31, 2026, 14 of the Company’s properties are subject to ground leases and 10 of its hotels are encumbered by mortgage debt.

 

City

 

State

 

Brand

 

Manager

 

Date
Acquired or
Completed

 

Guest Rooms

 

 

Anchorage

 

AK

 

Embassy Suites

 

InnVentures

 

4/30/2010

 

 

169

 

 

Anchorage

 

AK

 

Home2 Suites

 

InnVentures

 

12/1/2017

 

 

135

 

 

Auburn

 

AL

 

Hilton Garden Inn

 

LBA

 

3/1/2014

 

 

101

 

 

Birmingham

 

AL

 

Courtyard

 

LBA

 

3/1/2014

 

 

84

 

 

Birmingham

 

AL

 

Hilton Garden Inn

 

LBA

 

9/12/2017

 

 

104

 

 

Birmingham

 

AL

 

Home2 Suites

 

LBA

 

9/12/2017

 

 

106

 

 

Birmingham

 

AL

 

Homewood Suites

 

McKibbon

 

3/1/2014

 

 

95

 

 

Dothan

 

AL

 

Hilton Garden Inn

 

LBA

 

6/1/2009

 

 

104

 

 

Dothan

 

AL

 

Residence Inn

 

LBA

 

3/1/2014

 

 

84

 

 

Huntsville

 

AL

 

Hampton

 

LBA

 

9/1/2016

 

 

98

 

 

Huntsville

 

AL

 

Hilton Garden Inn

 

LBA

 

3/1/2014

 

 

101

 

 

Huntsville

 

AL

 

Home2 Suites

 

LBA

 

9/1/2016

 

 

77

 

 

Huntsville

 

AL

 

Homewood Suites

 

LBA

 

3/1/2014

 

 

107

 

 

Mobile

 

AL

 

Hampton

 

McKibbon

 

9/1/2016

 

 

101

 

(1)

Prattville

 

AL

 

Courtyard

 

LBA

 

3/1/2014

 

 

84

 

 

Chandler

 

AZ

 

Courtyard

 

North Central

 

11/2/2010

 

 

150

 

 

Chandler

 

AZ

 

Fairfield

 

North Central

 

11/2/2010

 

 

110

 

 

Phoenix

 

AZ

 

Courtyard

 

North Central

 

11/2/2010

 

 

164

 

 

Phoenix

 

AZ

 

Hampton

 

North Central

 

9/1/2016

 

 

125

 

(1)

Phoenix

 

AZ

 

Hampton

 

North Central

 

5/2/2018

 

 

210

 

 

Phoenix

 

AZ

 

Homewood Suites

 

North Central

 

9/1/2016

 

 

134

 

(1)

Phoenix

 

AZ

 

Residence Inn

 

North Central

 

11/2/2010

 

 

129

 

 

Scottsdale

 

AZ

 

Hilton Garden Inn

 

North Central

 

9/1/2016

 

 

122

 

 

Tempe

 

AZ

 

Hyatt House

 

Crestline

 

8/13/2020

 

 

105

 

(1)

Tempe

 

AZ

 

Hyatt Place

 

Crestline

 

8/13/2020

 

 

154

 

(1)

Tucson

 

AZ

 

Hilton Garden Inn

 

Western

 

7/31/2008

 

 

125

 

 

Tucson

 

AZ

 

Residence Inn

 

Western

 

3/1/2014

 

 

124

 

 

Tucson

 

AZ

 

TownePlace Suites

 

Western

 

10/6/2011

 

 

124

 

 

Agoura Hills

 

CA

 

Homewood Suites

 

Dimension

 

3/1/2014

 

 

125

 

 

Burbank

 

CA

 

Courtyard

 

Huntington

 

8/11/2015

 

 

190

 

(2)

Burbank

 

CA

 

Residence Inn

 

Huntington

 

3/1/2014

 

 

166

 

 

Burbank

 

CA

 

SpringHill Suites

 

Huntington

 

7/13/2015

 

 

170

 

(2)

Cypress

 

CA

 

Courtyard

 

Dimension

 

3/1/2014

 

 

180

 

 

Cypress

 

CA

 

Hampton

 

Dimension

 

6/29/2015

 

 

110

 

 

Oceanside

 

CA

 

Courtyard

 

Huntington

 

9/1/2016

 

 

142

 

 

Oceanside

 

CA

 

Residence Inn

 

Huntington

 

3/1/2014

 

 

125

 

 

Rancho Bernardo/San Diego

 

CA

 

Courtyard

 

InnVentures

 

3/1/2014

 

 

210

 

 

Sacramento

 

CA

 

Hilton Garden Inn

 

Dimension

 

3/1/2014

 

 

153

 

 

San Bernardino

 

CA

 

Residence Inn

 

InnVentures

 

2/16/2011

 

 

95

 

 

San Diego

 

CA

 

Courtyard

 

Huntington

 

9/1/2015

 

 

245

 

(2)

San Diego

 

CA

 

Hampton

 

Dimension

 

3/1/2014

 

 

177

 

(2)

San Diego

 

CA

 

Hilton Garden Inn

 

InnVentures

 

3/1/2014

 

 

200

 

 

San Diego

 

CA

 

Residence Inn

 

Dimension

 

3/1/2014

 

 

122

 

 

San Jose

 

CA

 

Homewood Suites

 

Dimension

 

3/1/2014

 

 

140

 

(2)

San Juan Capistrano

 

CA

 

Residence Inn

 

Dimension

 

9/1/2016

 

 

130

 

(1)

Santa Ana

 

CA

 

Courtyard

 

Dimension

 

5/23/2011

 

 

155

 

(2)

 

27


 

 

City

 

State

 

Brand

 

Manager

 

Date
Acquired or
Completed

 

Guest Rooms

 

 

Santa Clarita

 

CA

 

Courtyard

 

Dimension

 

9/24/2008

 

 

140

 

 

Santa Clarita

 

CA

 

Fairfield

 

Dimension

 

10/29/2008

 

 

66

 

 

Santa Clarita

 

CA

 

Hampton

 

Dimension

 

10/29/2008

 

 

128

 

 

Santa Clarita

 

CA

 

Residence Inn

 

Dimension

 

10/29/2008

 

 

90

 

 

Tustin

 

CA

 

Fairfield

 

Huntington

 

9/1/2016

 

 

145

 

 

Tustin

 

CA

 

Residence Inn

 

Huntington

 

9/1/2016

 

 

149

 

 

Colorado Springs

 

CO

 

Hampton

 

Chartwell

 

9/1/2016

 

 

101

 

 

Denver

 

CO

 

Hilton Garden Inn

 

InnVentures

 

9/1/2016

 

 

221

 

 

Highlands Ranch

 

CO

 

Hilton Garden Inn

 

Dimension

 

3/1/2014

 

 

128

 

 

Highlands Ranch

 

CO

 

Residence Inn

 

Dimension

 

3/1/2014

 

 

117

 

 

Boca Raton

 

FL

 

Hilton Garden Inn

 

Dimension

 

9/1/2016

 

 

149

 

 

Cape Canaveral

 

FL

 

Hampton

 

LBA

 

4/30/2020

 

 

116

 

 

Cape Canaveral

 

FL

 

Homewood Suites

 

LBA

 

9/1/2016

 

 

153

 

 

Cape Canaveral

 

FL

 

Home2 Suites

 

LBA

 

4/30/2020

 

 

108

 

 

Fort Lauderdale

 

FL

 

Hampton

 

Dimension

 

6/23/2015

 

 

156

 

 

Fort Lauderdale

 

FL

 

Residence Inn

 

LBA

 

9/1/2016

 

 

156

 

 

Gainesville

 

FL

 

Hilton Garden Inn

 

McKibbon

 

9/1/2016

 

 

104

 

 

Gainesville

 

FL

 

Homewood Suites

 

McKibbon

 

9/1/2016

 

 

103

 

 

Jacksonville

 

FL

 

Homewood Suites

 

McKibbon

 

3/1/2014

 

 

119

 

 

Jacksonville

 

FL

 

Hyatt Place

 

Crestline

 

12/7/2018

 

 

127

 

 

Miami

 

FL

 

Courtyard

 

Dimension

 

3/1/2014

 

 

118

 

(1)

Miami

 

FL

 

Hampton

 

HHM

 

4/9/2010

 

 

121

 

 

Miami

 

FL

 

Homewood Suites

 

Dimension

 

3/1/2014

 

 

162

 

 

Orlando

 

FL

 

Fairfield

 

Crestline

 

7/1/2009

 

 

200

 

 

Orlando

 

FL

 

Home2 Suites

 

LBA

 

3/19/2019

 

 

128

 

 

Orlando

 

FL

 

SpringHill Suites

 

Crestline

 

7/1/2009

 

 

200

 

 

Panama City

 

FL

 

Hampton

 

LBA

 

3/12/2009

 

 

95

 

 

Panama City

 

FL

 

TownePlace Suites

 

LBA

 

1/19/2010

 

 

103

 

 

Pensacola

 

FL

 

TownePlace Suites

 

McKibbon

 

9/1/2016

 

 

97

 

 

Tallahassee

 

FL

 

Fairfield

 

LBA

 

9/1/2016

 

 

97

 

 

Tallahassee

 

FL

 

Hilton Garden Inn

 

LBA

 

3/1/2014

 

 

85

 

(1)

Tampa

 

FL

 

Embassy Suites

 

HHM

 

11/2/2010

 

 

147

 

 

Tampa

 

FL

 

Homewood Suites

 

HHM

 

6/10/2025

 

 

126

 

 

Atlanta/Downtown

 

GA

 

Hampton

 

McKibbon

 

2/5/2018

 

 

119

 

 

Atlanta/Perimeter Dunwoody

 

GA

 

Hampton

 

LBA

 

6/28/2018

 

 

132

 

 

Atlanta

 

GA

 

Home2 Suites

 

McKibbon

 

7/1/2016

 

 

128

 

 

Macon

 

GA

 

Hilton Garden Inn

 

LBA

 

3/1/2014

 

 

101

 

(1)

Savannah

 

GA

 

Hilton Garden Inn

 

Newport

 

3/1/2014

 

 

105

 

(1)

Davenport

 

IA

 

Hampton

 

Chartwell

 

9/1/2016

 

 

103

 

 

Boise

 

ID

 

Hampton

 

Raymond

 

4/30/2010

 

 

186

 

(2)

Des Plaines

 

IL

 

Hilton Garden Inn

 

Raymond

 

9/1/2016

 

 

253

 

 

Hoffman Estates

 

IL

 

Hilton Garden Inn

 

HHM

 

9/1/2016

 

 

184

 

 

Mettawa

 

IL

 

Hilton Garden Inn

 

HHM

 

11/2/2010

 

 

170

 

 

Mettawa

 

IL

 

Residence Inn

 

HHM

 

11/2/2010

 

 

130

 

 

Rosemont

 

IL

 

Hampton

 

Raymond

 

9/1/2016

 

 

158

 

 

Skokie

 

IL

 

Hampton

 

Raymond

 

9/1/2016

 

 

225

 

 

Warrenville

 

IL

 

Hilton Garden Inn

 

HHM

 

11/2/2010

 

 

135

 

 

Merrillville

 

IN

 

Hilton Garden Inn

 

HHM

 

9/1/2016

 

 

124

 

 

 

28


 

 

City

 

State

 

Brand

 

Manager

 

Date
Acquired or
Completed

 

Guest Rooms

 

 

Mishawaka

 

IN

 

Residence Inn

 

HHM

 

11/2/2010

 

 

106

 

 

South Bend

 

IN

 

Fairfield

 

HHM

 

9/1/2016

 

 

119

 

 

Overland Park

 

KS

 

Fairfield

 

Raymond

 

3/1/2014

 

 

110

 

 

Overland Park

 

KS

 

Residence Inn

 

Raymond

 

3/1/2014

 

 

120

 

 

Louisville

 

KY

 

AC Hotels

 

Concord

 

10/25/2022

 

 

156

 

 

Lafayette

 

LA

 

Hilton Garden Inn

 

LBA

 

7/30/2010

 

 

153

 

(1)

Lafayette

 

LA

 

SpringHill Suites

 

LBA

 

6/23/2011

 

 

103

 

 

New Orleans

 

LA

 

Homewood Suites

 

Dimension

 

3/1/2014

 

 

166

 

 

Marlborough

 

MA

 

Residence Inn

 

Crestline

 

3/1/2014

 

 

112

 

 

Westford

 

MA

 

Hampton

 

Crestline

 

3/1/2014

 

 

110

 

 

Westford

 

MA

 

Residence Inn

 

Crestline

 

3/1/2014

 

 

108

 

 

Annapolis

 

MD

 

Hilton Garden Inn

 

Crestline

 

3/1/2014

 

 

126

 

 

Silver Spring

 

MD

 

Hilton Garden Inn

 

Crestline

 

7/30/2010

 

 

107

 

 

Portland

 

ME

 

AC Hotels

 

Crestline

 

8/20/2021

 

 

178

 

 

Portland

 

ME

 

Aloft Hotels

 

Crestline

 

9/10/2021

 

 

157

 

 

Portland

 

ME

 

Residence Inn

 

Crestline

 

10/13/2017

 

 

179

 

(2)

Novi

 

MI

 

Hilton Garden Inn

 

HHM

 

11/2/2010

 

 

148

 

 

Maple Grove

 

MN

 

Hilton Garden Inn

 

North Central

 

9/1/2016

 

 

121

 

 

Rochester

 

MN

 

Hampton

 

Raymond

 

8/3/2009

 

 

124

 

(3)

St. Paul

 

MN

 

Hampton

 

Raymond

 

3/4/2019

 

 

160

 

 

Kansas City

 

MO

 

Hampton

 

Raymond

 

8/31/2010

 

 

122

 

 

Kansas City

 

MO

 

Residence Inn

 

Raymond

 

3/1/2014

 

 

106

 

 

St. Louis

 

MO

 

Hampton

 

Raymond

 

8/31/2010

 

 

190

 

 

St. Louis

 

MO

 

Hampton

 

Raymond

 

4/30/2010

 

 

126

 

 

Hattiesburg

 

MS

 

Courtyard

 

LBA

 

3/1/2014

 

 

84

 

 

Hattiesburg

 

MS

 

Residence Inn

 

LBA

 

12/11/2008

 

 

84

 

 

Carolina Beach

 

NC

 

Courtyard

 

Crestline

 

3/1/2014

 

 

144

 

 

Charlotte

 

NC

 

Fairfield

 

Newport

 

9/1/2016

 

 

94

 

 

Durham

 

NC

 

Homewood Suites

 

McKibbon

 

12/4/2008

 

 

122

 

 

Fayetteville

 

NC

 

Home2 Suites

 

LBA

 

2/3/2011

 

 

118

 

 

Jacksonville

 

NC

 

Home2 Suites

 

LBA

 

9/1/2016

 

 

105

 

 

Wilmington

 

NC

 

Fairfield

 

Crestline

 

3/1/2014

 

 

122

 

 

Winston-Salem

 

NC

 

Hampton

 

McKibbon

 

9/1/2016

 

 

94

 

 

Omaha

 

NE

 

Courtyard

 

HHM

 

3/1/2014

 

 

181

 

 

Omaha

 

NE

 

Hampton

 

HHM

 

9/1/2016

 

 

139

 

 

Omaha

 

NE

 

Hilton Garden Inn

 

HHM

 

9/1/2016

 

 

178

 

 

Omaha

 

NE

 

Homewood Suites

 

HHM

 

9/1/2016

 

 

123

 

 

Cranford

 

NJ

 

Homewood Suites

 

Dimension

 

3/1/2014

 

 

108

 

 

Mahwah

 

NJ

 

Homewood Suites

 

Dimension

 

3/1/2014

 

 

110

 

 

Mount Laurel

 

NJ

 

Homewood Suites

 

Newport

 

1/11/2011

 

 

118

 

 

Somerset

 

NJ

 

Courtyard

 

Newport

 

3/1/2014

 

 

162

 

(1)

West Orange

 

NJ

 

Courtyard

 

Newport

 

1/11/2011

 

 

131

 

 

Las Vegas

 

NV

 

SpringHill Suites

 

Highgate

 

12/27/2023

 

 

300

 

 

Islip/Ronkonkoma

 

NY

 

Hilton Garden Inn

 

Crestline

 

3/1/2014

 

 

166

 

 

New York

 

NY

 

Independent

 

Highgate

 

3/1/2014

 

 

212

 

(1)

Syracuse

 

NY

 

Courtyard

 

Crestline

 

10/16/2015

 

 

102

 

 

Syracuse

 

NY

 

Residence Inn

 

Crestline

 

10/16/2015

 

 

78

 

 

Cleveland

 

OH

 

Courtyard

 

Concord

 

6/30/2023

 

 

154

 

 

 

29


 

 

City

 

State

 

Brand

 

Manager

 

Date
Acquired or
Completed

 

Guest Rooms

 

 

Mason

 

OH

 

Hilton Garden Inn

 

Raymond

 

9/1/2016

 

 

110

 

 

Twinsburg

 

OH

 

Hilton Garden Inn

 

Concord

 

10/7/2008

 

 

142

 

 

Oklahoma City

 

OK

 

Hampton

 

Raymond

 

5/28/2010

 

 

200

 

 

Oklahoma City

 

OK

 

Hilton Garden Inn

 

Raymond

 

9/1/2016

 

 

155

 

 

Oklahoma City

 

OK

 

Homewood Suites

 

Raymond

 

9/1/2016

 

 

100

 

 

Oklahoma City (West)

 

OK

 

Homewood Suites

 

Chartwell

 

9/1/2016

 

 

90

 

 

Portland

 

OR

 

Hampton

 

Raymond

 

11/17/2021

 

 

243

 

 

Collegeville/Philadelphia

 

PA

 

Courtyard

 

Newport

 

11/15/2010

 

 

132

 

 

Malvern/Philadelphia

 

PA

 

Courtyard

 

Newport

 

11/30/2010

 

 

127

 

 

Pittsburgh

 

PA

 

AC Hotels

 

Concord

 

10/25/2022

 

 

134

 

 

Pittsburgh

 

PA

 

Hampton

 

Newport

 

12/31/2008

 

 

132

 

 

Charleston

 

SC

 

Home2 Suites

 

LBA

 

9/1/2016

 

 

122

 

 

Columbia

 

SC

 

Hilton Garden Inn

 

Newport

 

3/1/2014

 

 

143

 

 

Columbia

 

SC

 

TownePlace Suites

 

Newport

 

9/1/2016

 

 

91

 

 

Greenville

 

SC

 

Hyatt Place

 

Crestline

 

9/1/2021

 

 

130

 

 

Hilton Head

 

SC

 

Hilton Garden Inn

 

McKibbon

 

3/1/2014

 

 

104

 

 

Franklin

 

TN

 

Courtyard

 

Chartwell

 

9/1/2016

 

 

126

 

 

Franklin

 

TN

 

Residence Inn

 

Chartwell

 

9/1/2016

 

 

124

 

 

Knoxville

 

TN

 

Homewood Suites

 

McKibbon

 

9/1/2016

 

 

103

 

 

Knoxville

 

TN

 

SpringHill Suites

 

McKibbon

 

9/1/2016

 

 

103

 

 

Memphis

 

TN

 

Hampton

 

Crestline

 

2/5/2018

 

 

144

 

 

Memphis

 

TN

 

Hilton Garden Inn

 

Crestline

 

10/28/2021

 

 

150

 

 

Nashville

 

TN

 

Motto

 

Chartwell

 

12/19/2025

 

 

260

 

 

Nashville

 

TN

 

Hilton Garden Inn

 

Dimension

 

9/30/2010

 

 

194

 

 

Nashville

 

TN

 

Home2 Suites

 

Dimension

 

5/31/2012

 

 

119

 

 

Nashville

 

TN

 

TownePlace Suites

 

Chartwell

 

9/1/2016

 

 

101

 

 

Addison

 

TX

 

SpringHill Suites

 

Western

 

3/1/2014

 

 

159

 

 

Arlington

 

TX

 

Hampton

 

Western

 

12/1/2010

 

 

98

 

 

Austin

 

TX

 

Courtyard

 

Dimension

 

11/2/2010

 

 

145

 

 

Austin

 

TX

 

Fairfield

 

Dimension

 

11/2/2010

 

 

150

 

 

Austin

 

TX

 

Hampton

 

Dimension

 

4/14/2009

 

 

124

 

 

Austin

 

TX

 

Homewood Suites

 

Dimension

 

4/14/2009

 

 

97

 

 

Austin/Round Rock

 

TX

 

Hampton

 

Dimension

 

3/6/2009

 

 

94

 

 

Austin/Round Rock

 

TX

 

Homewood Suites

 

Dimension

 

9/1/2016

 

 

115

 

 

Dallas

 

TX

 

Homewood Suites

 

Western

 

9/1/2016

 

 

130

 

 

Denton

 

TX

 

Homewood Suites

 

Chartwell

 

9/1/2016

 

 

107

 

 

El Paso

 

TX

 

Homewood Suites

 

Western

 

3/1/2014

 

 

114

 

 

Fort Worth

 

TX

 

Courtyard

 

LBA

 

2/2/2017

 

 

124

 

 

Fort Worth

 

TX

 

Hilton Garden Inn

 

Raymond

 

11/17/2021

 

 

157

 

 

Fort Worth

 

TX

 

Homewood Suites

 

Raymond

 

11/17/2021

 

 

112

 

 

Fort Worth

 

TX

 

TownePlace Suites

 

Western

 

7/19/2010

 

 

140

 

 

Frisco

 

TX

 

Hilton Garden Inn

 

Western

 

12/31/2008

 

 

102

 

 

Grapevine

 

TX

 

Hilton Garden Inn

 

Western

 

9/24/2010

 

 

110

 

 

Houston

 

TX

 

Courtyard

 

LBA

 

9/1/2016

 

 

124

 

 

Houston

 

TX

 

Residence Inn

 

Western

 

3/1/2014

 

 

129

 

 

Houston

 

TX

 

Residence Inn

 

Western

 

9/1/2016

 

 

120

 

 

Lewisville

 

TX

 

Hilton Garden Inn

 

Western

 

10/16/2008

 

 

165

 

 

San Antonio

 

TX

 

TownePlace Suites

 

Western

 

3/1/2014

 

 

106

 

 

 

30


 

City

 

State

 

Brand

 

Manager

 

Date
Acquired or
Completed

 

Guest Rooms

 

 

Shenandoah

 

TX

 

Courtyard

 

LBA

 

9/1/2016

 

 

124

 

 

Stafford

 

TX

 

Homewood Suites

 

Western

 

3/1/2014

 

 

78

 

 

Texarkana

 

TX

 

Hampton

 

Western

 

1/31/2011

 

 

81

 

 

Provo

 

UT

 

Residence Inn

 

North Central

 

3/1/2014

 

 

114

 

 

Salt Lake City

 

UT

 

Courtyard

 

North Central

 

10/11/2023

 

 

175

 

 

Salt Lake City

 

UT

 

Hyatt House

 

North Central

 

10/11/2023

 

 

159

 

 

Salt Lake City

 

UT

 

Residence Inn

 

North Central

 

10/20/2017

 

 

136

 

 

Salt Lake City

 

UT

 

SpringHill Suites

 

North Central

 

11/2/2010

 

 

143

 

 

South Jordan

 

UT

 

Embassy Suites

 

HHM

 

11/21/2023

 

 

192

 

 

Alexandria

 

VA

 

Courtyard

 

HHM

 

3/1/2014

 

 

178

 

 

Alexandria

 

VA

 

SpringHill Suites

 

HHM

 

3/28/2011

 

 

155

 

 

Charlottesville

 

VA

 

Courtyard

 

Crestline

 

3/1/2014

 

 

139

 

 

Manassas

 

VA

 

Residence Inn

 

Crestline

 

2/16/2011

 

 

107

 

 

Richmond

 

VA

 

Courtyard

 

White Lodging

 

12/8/2014

 

 

135

 

(2)

Richmond

 

VA

 

Marriott

 

White Lodging

 

3/1/2014

 

 

413

 

(1)

Richmond

 

VA

 

Residence Inn

 

White Lodging

 

12/8/2014

 

 

75

 

(2)

Suffolk

 

VA

 

Courtyard

 

Crestline

 

3/1/2014

 

 

92

 

 

Suffolk

 

VA

 

TownePlace Suites

 

Crestline

 

3/1/2014

 

 

72

 

 

Virginia Beach

 

VA

 

Courtyard

 

Crestline

 

3/1/2014

 

 

141

 

 

Virginia Beach

 

VA

 

Courtyard

 

Crestline

 

3/1/2014

 

 

160

 

 

Kirkland

 

WA

 

Courtyard

 

InnVentures

 

3/1/2014

 

 

150

 

 

Renton

 

WA

 

Residence Inn

 

InnVentures

 

10/18/2023

 

 

146

 

 

Seattle

 

WA

 

Residence Inn

 

InnVentures

 

3/1/2014

 

 

234

 

 

Tukwila

 

WA

 

Homewood Suites

 

Dimension

 

3/1/2014

 

 

106

 

 

Madison

 

WI

 

Hilton Garden Inn

 

Raymond

 

2/18/2021

 

 

176

 

 

Madison

 

WI

 

Embassy Suites

 

Raymond

 

6/20/2024

 

 

262

 

 

Washington, D.C.

 

-

 

AC Hotels

 

HHM

 

3/25/2024

 

 

234

 

 

Total

 

 

 

 

 

 

 

 

 

 

29,583

 

 

 

(1)
Property is subject to a ground lease.
(2)
Hotel is encumbered by a mortgage.
(3)
Hotel is classified as held for sale as of March 31, 2026, and was sold in April 2026.

Related Parties

The Company has engaged in, and is expected to continue to engage in, transactions with related parties. These transactions cannot be construed as being at arm’s length, and the results of the Company’s operations may have been different if these transactions were conducted with non-related parties. See Note 6 titled “Related Parties” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for additional information concerning the Company’s related party transactions.

Liquidity and Capital Resources

Capital Resources

The Company’s principal short-term sources of liquidity are the operating cash flows generated from the Company’s properties and availability under its Revolving Credit Facility. Over the long term, the Company may receive proceeds from strategic additional secured and unsecured debt financing, dispositions of its hotel properties and offerings of the Company’s common shares, including pursuant to the ATM Program. Macroeconomic pressures, including inflation, increases in interest rates and general market uncertainty, could impact the Company’s ability to raise debt or equity capital to fund long-term liquidity requirements in a cost-effective manner.

31


 

As of March 31, 2026, the Company had $1.6 billion of total outstanding debt consisting of $182.7 million of mortgage debt and $1.4 billion outstanding under its unsecured credit facilities, excluding unamortized debt issuance costs. As of March 31, 2026, the Company had available corporate cash on hand of approximately $7.8 million, and unused borrowing capacity under its Revolving Credit Facility of approximately $558.8 million after taking into account a $2.1 million letter of credit.

The credit agreements governing the unsecured credit facilities contain customary affirmative and negative covenants and events of default. The covenants include, among others, a minimum tangible net worth, maximum debt limits, minimum interest and fixed charge coverage ratios, and restrictions on certain investments. The Company was in compliance with the applicable covenants as of March 31, 2026.

See Note 4, titled “Debt” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for details regarding the Company’s debt agreements as of March 31, 2026.

The Company has a universal shelf registration statement on Form S-3 (No. 333-285184) that was automatically effective upon filing on February 25, 2025. The Company may offer an indeterminate number or amount, as the case may be, of (1) common shares, no par value per share; (2) preferred shares, no par value per share; (3) depository shares representing the Company’s preferred shares; (4) warrants exercisable for the Company’s common shares, preferred shares or depository shares representing preferred shares; (5) rights to purchase common shares; and (6) unsecured senior or subordinate debt securities, all of which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

On February 23, 2024, the Company entered into an equity distribution agreement pursuant to which the Company may sell, from time to time, up to an aggregate of $500 million of its common shares under the ATM Program. No common shares were sold under the Company’s ATM Program during the three months ended March 31, 2026 or during the year ended December 31, 2025. As of March 31, 2026, $500 million remained available for issuance under the ATM Program. The Company plans to use future net proceeds from the sale of shares under the ATM Program, or a similar successor program, for general corporate purposes, which may include, among other things, acquisitions of additional properties, the repayment of outstanding indebtedness, capital expenditures, improvement of properties in its portfolio and working capital. The Company may also use the future net proceeds to acquire another REIT or other company that invests in income-producing properties. Future offerings will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company’s common shares and opportunities for uses of any proceeds.

Capital Uses

The Company anticipates that cash flow from operations, availability under its Revolving Credit Facility, additional borrowings, and proceeds from hotel dispositions and equity offerings will be adequate to meet its anticipated liquidity requirements, including required distributions to shareholders, share repurchases, capital improvements, debt service, hotel acquisitions, lease commitments, and cash management activities.

Distributions

The Company generally must distribute annually at least 90% of its REIT taxable income, subject to certain adjustments and excluding any net capital gain, in order to maintain its REIT status. On March 19, 2026, the Company declared a monthly cash distribution of $0.08 per common share, paid on April 15, 2026, to shareholders of record as of March 31, 2026. For the three months ended March 31, 2026, the Company paid distributions of $0.24 per common share for a total of $56.6 million. Subsequent to quarter end, on April 20, 2026, the Company declared a monthly cash distribution of $0.08 per common share, payable on May 15, 2026, to shareholders of record as of April 30, 2026.

The Company’s current annual distribution rate, payable monthly, is $0.96 per common share. As it has done historically, due to seasonality, the Company may use its Revolving Credit Facility to maintain the consistency of the monthly distribution rate, taking into consideration any acquisitions, dispositions, capital improvements and economic cycles. While management currently expects monthly cash distributions to continue at $0.08 per common share, any distribution will be subject to approval of the Company’s Board of Directors, and there can be no assurance of the classification, timing or duration of distributions at any particular distribution rate. The Board of Directors monitors the Company’s distribution rate relative to the performance of its hotels on an ongoing basis and may make adjustments to the distribution rate as determined to be prudent in relation to other cash requirements of the Company or to the extent required to maintain the Company’s REIT status. If cash flows from operations and the Revolving Credit Facility are not adequate to meet liquidity requirements, the Company may utilize additional financing sources to make distributions. Although the Company has relatively low levels of debt, there can be no assurance it will be successful with this strategy, and it may need to reduce its distributions to minimum levels required to maintain its qualification as a REIT. If the Company were unable to extend its maturing debt in future periods or if it were to default on its debt, it may be unable to make distributions.

32


 

Share Repurchases

In May 2025, the Company’s Board of Directors approved a one-year extension of its existing Share Repurchase Program, authorizing share repurchases up to an aggregate of $262.6 million. The Share Repurchase Program may be suspended or terminated at any time by the Company and will end in July 2026 if not terminated or extended earlier. The Company previously entered into, and expects to continue to enter into, written trading plans as part of the Share Repurchase Program that provide for share repurchases in open market transactions that are intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company did not repurchase any common shares during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company purchased, under its Share Repurchase Program, approximately 1.9 million of its common shares at a weighted-average market purchase price of approximately $13.61 per common share for an aggregate purchase price, including commissions, of approximately $26.3 million. Purchases under the Share Repurchase Program have been funded, and the Company intends to fund future share repurchases, with cash on hand, proceeds from dispositions or availability under its unsecured credit facilities, subject to applicable restrictions under the Company’s unsecured credit facilities (if any). The timing of share repurchases and the number of common shares to be purchased under the Share Repurchase Program will also depend upon prevailing market conditions, regulatory requirements and other factors. As of March 31, 2026, approximately $242.5 million remained available for purchase under the Share Repurchase Program.

Capital Improvements

Management routinely monitors the condition and operations of its hotels and plans renovations and other improvements as it deems prudent. The Company is committed to maintaining and enhancing each property’s competitive position in its market. The Company has invested in and plans to continue to reinvest in its hotels. Under certain loan agreements, the Company is required to place in escrow funds for the repair, replacement and refurbishment of furniture, fixtures, and equipment at the applicable hotels, based on a percentage of the hotel’s gross revenues, provided that such amount may be used for the Company’s capital expenditures with respect to those hotels. As of March 31, 2026, the Company held approximately $8.8 million in reserves related to these properties. During the three months ended March 31, 2026, the Company invested approximately $27.5 million in capital expenditures. The Company anticipates spending approximately $80 million to $90 million during 2026, which includes various comprehensive renovation projects for approximately 21 properties, however, inflationary pressures, supply chain shortages or tariffs, among other issues, may result in increased costs and delays for anticipated projects.

During the third quarter of 2025, the Company entered into a fixed-price contract to develop a dual-branded property which will include an AC Hotel and a Residence Inn in Las Vegas, Nevada on land the Company owns that is adjacent to its SpringHill Suites. The Company expects to spend a total of approximately $143.7 million to develop the hotels, which are currently planned to be completed and opened for business in the second quarter of 2028.

Upcoming Debt Maturities and Debt Service Payments

As of March 31, 2026, the Company had approximately $359.7 million of principal and interest payments due on its debt over the next 12 months. Included in this total is a $19.5 million mortgage that matures in the second quarter of 2026, a $51.0 million mortgage covering three properties that matures in the fourth quarter of 2026, an $89.1 million Revolving Credit Facility balance at March 31, 2026, and a $130.0 million unsecured term loan, both of which mature in the third quarter of 2026. The Company plans to pay outstanding amounts and service payments due upon the upcoming debt maturity dates using one or a combination of any of the following: funds from operations, borrowings under its Revolving Credit Facility, proceeds from new financing, available credit extensions under its unsecured credit facilities or by refinancing the maturing debt. The Company may also pursue amendments with its lenders to extend the maturity date of any expiring loans. Both the $130 million term loan facility and the Revolving Credit Facility mature on July 25, 2026, but they can be extended up to one year, subject to certain conditions including covenant compliance and payment of additional fees. The Company presently has the ability to exercise both of these extensions; however, it plans to pursue refinancing of the maturing debt.

Interest expense related to the Company’s unsecured credit facilities over the next 12 months is expected to be similar to the previous 12 months, with similar borrowings and slightly lower average interest rates. The average proportion of variable-rate debt that is fixed by interest rate swaps is expected to be lower over the next 12 months compared to the three months ended March 31, 2026. The Company has two interest rate swaps in effect on $200.0 million of variable-rate debt that will mature in 2026. If the Company replaces expiring interest rate swaps in the current interest rate environment with new agreements, the Company anticipates those new agreements to generally be at higher rates than the expiring swap agreements. See Note 4 titled “Debt” and Note 5 titled “Fair Value of Financial Instruments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing

33


 

elsewhere in this Quarterly Report on Form 10-Q for more detail regarding future maturities of the Company’s debt instruments and interest rate swap agreements as of March 31, 2026.

Purchase Contract Commitments

As of March 31, 2026, the Company had one outstanding contract, which was entered into during the third quarter of 2025, for the potential purchase of a hotel in Anchorage, Alaska for an expected fixed purchase price of approximately $65.5 million. The hotel is under development as a 160-guest-room AC Hotel and is currently planned to be completed and opened for business in the fourth quarter of 2027. As of March 31, 2026, a $2.0 million contract deposit (refundable if the seller does not meet its obligations under the contract) had been paid. If the closing occurs, the Company plans to utilize its available cash or borrowings, including borrowings under its unsecured credit facilities available at closing, to purchase the hotel under contract. Although the Company is working towards acquiring this hotel, there are a number of conditions to closing that have not yet been satisfied, and there can be no assurance that closing on this hotel will occur under the outstanding purchase contract. If the seller meets all of the conditions to closing, the Company is obligated to specifically perform under the purchase contract and acquire this hotel. As this hotel is under development, at this time, the seller has not met all of the conditions to closing.

As mentioned in the “Capital Improvements” section above, during the third quarter of 2025, the Company entered into a fixed-price contract with a third party to develop a dual-branded property, consisting of an AC Hotel and a Residence Inn, on Company-owned land in Las Vegas, Nevada, adjacent to its existing SpringHill Suites. See Note 10 titled “Contract Commitments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q for more detail regarding this development project.

Cash Management Activities

As part of the cost sharing arrangements discussed in Note 6, titled “Related Parties” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, certain day-to-day transactions may result in amounts due to or from the Company and ARG. To efficiently manage cash disbursements, the Company or ARG may make payments for the other company. Under the cash management process, each company may advance or defer up to $1 million at any time. Each quarter, any outstanding amounts are settled between the companies. This process allows each company to minimize its cash on hand and reduces the cost for each company. The amounts outstanding at any point in time are not significant to either of the companies.

Impact of Inflation

The Company relies on the performance of its hotels and the ability of its hotel operators to increase revenue to keep pace with inflation. Hotel operators, in general, possess the ability to adjust room rates daily to reflect the effects of inflation on the Company’s operating expenses. However, competitive pressures and other factors could limit the operators’ ability to raise room rates and, as a result, the Company may not be able to offset such increased operating expenses with increases in revenue. Additionally, tariff-induced inflation could increase certain operating and renovation costs, as some supplies, furniture, fixtures and equipment and construction materials are imported, as well as negatively impact leisure travel by reducing the discretionary income of consumers.

Business Interruption

Being in the real estate industry, the Company is exposed to natural disasters on both a local and regional scale. Although management believes the Company has adequate insurance to cover this exposure, there can be no assurance that such events will not have a material adverse effect on the Company’s financial position or results of operations.

Seasonality

The hotel industry historically has been seasonal in nature. Seasonal variations in occupancy at the Company’s hotels may cause quarterly fluctuations in its revenues. Generally, occupancy rates and hotel revenues for the Company’s hotels are greater in the second and third quarters than in the first and fourth quarters. To the extent that cash flow from operations is insufficient during any quarter due to temporary or seasonal fluctuations in revenue, the Company expects to utilize cash on hand or available financing sources to meet cash requirements.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Company’s financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in the Company’s Unaudited Consolidated Financial Statements and Notes thereto. The Company has discussed those policies and estimates that it believes are critical and require the use of complex judgment in their application in the Company’s Annual Report on Form 10-K for the year

34


 

ended December 31, 2025, filed with the Securities and Exchange Commission on February 23, 2026. There have been no material changes to the Company’s critical accounting policies or the methods or assumptions applied.

Subsequent Events

On April 15, 2026, the Company paid approximately $18.9 million, or $0.08 per common share, in distributions to shareholders of record as of March 31, 2026.

On April 15, 2026, the Company completed the sale of its 124-room Hampton located in Rochester, Minnesota, for a gross sales price of approximately $8.7 million.

On April 20, 2026, the Company declared a monthly cash distribution of $0.08 per common share. The distribution is payable on May 15, 2026, to shareholders of record as of April 30, 2026.

35


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of March 31, 2026, the Company’s financial instruments were not exposed to significant market risk due to foreign currency exchange risk, commodity price risk or equity price risk. However, the Company is exposed to interest rate risk due to possible changes in short-term interest rates as it invests its cash or borrows on its Revolving Credit Facility and due to the portion of its variable-rate debt that is not fixed by interest rate swaps. As of March 31, 2026, after giving effect to interest rate swaps, as described below, approximately $579.1 million, or approximately 37% of the Company’s total debt outstanding, was subject to variable interest rates. Based on the Company’s variable-rate debt outstanding as of March 31, 2026, every 100 basis point change in interest rates will impact the Company’s annual net income by approximately $5.8 million, all other factors remaining the same. With the exception of interest rate swap transactions, the Company has not engaged in transactions in derivative financial instruments or derivative commodity instruments.

As of March 31, 2026, the Company’s variable-rate debt consisted of its unsecured credit facilities, including $89.1 million in borrowings outstanding under its Revolving Credit Facility and $1.2 billion of term loans. Currently, the Company uses interest rate swaps to manage its interest rate risk on a portion of its variable-rate debt. As of March 31, 2026, the Company had 11 interest rate swap agreements that effectively fix the interest payments on approximately $685.0 million of the Company’s variable-rate debt outstanding with swap maturity dates ranging from May 2026 to December 2029. Under the terms of the Company’s interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the annual rate of the one-month SOFR. See Note 5 titled “Fair Value of Financial Instruments” in the Company’s Unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q, for a description of the Company’s interest rate swaps as of March 31, 2026.

In addition to its variable-rate debt and interest rate swaps discussed above, the Company has assumed or originated fixed interest rate mortgages payable to lenders under permanent financing arrangements as well as two fixed-rate senior notes facilities totaling $125 million. The following table summarizes the annual maturities and average interest rates of the Company’s mortgage debt and borrowings outstanding under its unsecured credit facilities at March 31, 2026. All dollar amounts are in thousands.

 

 

 

April 1 - December 31, 2026

 

 

2027

 

 

2028

 

 

2029

 

 

2030

 

 

Thereafter

 

 

Total

 

 

Fair
Market
Value

 

Total debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

 

$

292,147

 

 

$

278,602

 

 

$

334,066

 

 

$

162,294

 

 

$

460,016

 

 

$

44,638

 

 

$

1,571,763

 

 

$

1,552,811

 

Average interest rates (1)

 

 

4.7

%

 

 

4.7

%

 

 

4.6

%

 

 

4.6

%

 

 

4.6

%

 

 

3.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

 

$

219,100

 

 

$

275,000

 

 

$

300,000

 

 

$

85,000

 

 

$

385,000

 

 

$

-

 

 

$

1,264,100

 

 

$

1,265,253

 

Average interest rates (1)

 

 

4.8

%

 

 

4.8

%

 

 

4.8

%

 

 

4.9

%

 

 

5.0

%

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-rate debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

 

$

73,047

 

 

$

3,602

 

 

$

34,066

 

 

$

77,294

 

 

$

75,016

 

 

$

44,638

 

 

$

307,663

 

 

$

287,558

 

Average interest rates

 

 

4.0

%

 

 

4.1

%

 

 

4.1

%

 

 

3.9

%

 

 

3.6

%

 

 

3.7

%

 

 

 

 

 

 

 

(1)
The average interest rate gives effect to interest rate swaps, as applicable.

Item 4. Controls and Procedures

The Company’s senior management evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, the Company’s senior management has concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026. There have been no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

36


 

PART II. OTHER INFORMATION

The Company is or may be a party to various legal proceedings that arise in the ordinary course of business. The Company is not currently involved in any litigation nor, to management’s knowledge, is any litigation threatened against the Company where the outcome would, in management’s judgment based on information currently available to the Company, have a material adverse effect on the Company’s consolidated financial position or results of operations.

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

The following is a summary of all share repurchases during the first quarter of 2026.

Issuer Purchases of Equity Securities

 

 

 

(a)

 

 

(b)

 

 

(c)

 

 

(d)

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (1)

 

January 1 - January 31, 2026

 

 

-

 

 

 

-

 

 

 

-

 

 

$

242,507

 

February 1 - February 28, 2026

 

 

-

 

 

 

-

 

 

 

-

 

 

$

242,507

 

March 1 - March 31, 2026 (2)

 

 

133,475

 

 

$

12.10

 

 

 

-

 

 

$

242,507

 

Total

 

 

133,475

 

 

 

 

 

 

-

 

 

 

 

 

(1)
Represents amount outstanding under the Company’s authorized $262.6 million Share Repurchase Program. This program, which was announced in 2015 and most recently extended in May 2025, may be suspended or terminated at any time by the Company and will end in July 2026 if not terminated or extended earlier.
(2)
Includes common shares surrendered to the Company to satisfy tax withholding obligations associated with the issuance of common shares awarded to employees.

Item 5. Other Information.

Trading Arrangements

No director or officer of the Company adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended March 31, 2026.

 

37


 

Item 6. Exhibits

 

Exhibit

Number

 

Description of Documents

3.1

 

Amended and Restated Articles of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q (SEC File No. 001-37389) filed August 6, 2018)

 

3.2

 

Third Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q (SEC File No. 001-37389) filed May 18, 2020)

 

 

 

10.1

 

First Amendment dated as of March 18, 2026, to the Third Amended and Restated Credit Agreement dated as of July 25, 2022, among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as Administrative Agent, KeyBank National Association and Wells Fargo Bank, National Association, as Co-Syndication Agents, U.S. Bank National Association, as Documentation Agent, Regions Bank as Managing Agent, the Lenders and Letter of Credit Issuers party thereto, and BofA Securities, Inc., KeyBanc Capital Markets, Wells Fargo Securities, LLC and U.S. Bank National Association, as Joint Lead Arrangers and Joint Bookrunners (FILED HEREWITH)

 

 

 

31.1

 

Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)

 

31.2

 

Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (FILED HEREWITH)

 

 

 

32.1

 

Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (FURNISHED HEREWITH)

 

 

 

101

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these financial statements, tagged as blocks of text and in detail (FILED HEREWITH)

 

 

 

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted as Inline XBRL and contained in Exhibit 101

 

 

38


 

SIGNATURES

Pursuant to the requirements 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.

Apple Hospitality REIT, Inc.

By:

  /s/ Justin G. Knight

Date: May 4, 2026

Justin G. Knight,

Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Elizabeth S. Perkins

Date: May 4, 2026

Elizabeth S. Perkins,

Chief Financial Officer

(Principal Financial Officer)

 

39