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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ________________ to ________________

Commission file number: 000-56623

STIRLING HOTELS & RESORTS, INC.

(Exact name of registrant as specified in its charter)

Maryland
93-3514045
(State or other jurisdiction of incorporation or organization)(IRS employer identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas75254
(Address of principal executive offices)(Zip code)

(972) 490-9600
(Registrant’s telephone number, including area code)

    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. þ 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). þ 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 filerAccelerated filer
Non-accelerated filerSmaller 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 þ No
    Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
As of May 12, 2025, the registrant had the following shares outstanding: 20 shares of Class D common stock, 0 shares of Class E common stock, 6,980 shares of Class I common stock, 20 shares of Class S common stock and 20 shares of Class T common stock.



STIRLING HOTELS & RESORTS, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2025
TABLE OF CONTENTS





PART I. FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS (unaudited)
STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
 March 31, 2025December 31, 2024
ASSETS
Cash and cash equivalents$ $ 
Distributions receivable731 519 
Investment in Stirling REIT OP, LP170,274 123,367 
Total assets$171,005 $123,886 
LIABILITIES AND EQUITY
Dividends payable$731 $519 
Total liabilities731 519 
Commitments and contingencies (note 7)
Common stock - Class E shares, $0.01 par value per share, 100,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2025 and December 31, 2024
  
Equity:
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2025 and December 31, 2024
  
Common stock - Class D shares, $0.01 par value per share, 300,000,000 shares authorized, 20 and 20 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively
  
Common stock - Class I shares, $0.01 par value per share, 300,000,000 shares authorized, 6,964 and 4,930 share issued and outstanding at March 31, 2025 and December 31, 2024, respectively
70 49 
Common stock - Class S shares, $0.01 par value per share, 300,000,000 shares authorized, 20 and 20 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively
  
Common stock - Class T shares, $0.01 par value per share, 300,000,000 shares authorized, 20 and 20 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively
  
Additional paid-in-capital183,791 129,882 
Accumulated deficit(13,587)(6,564)
Total equity170,274 123,367 
Total liabilities and equity$171,005 $123,886 
See accompanying notes to consolidated financial statements.
2


STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended March 31,
20252024
REVENUE
Total revenue$ $ 
EXPENSES
Hotel operating expenses:
Total operating expenses  
Operating income (loss)  
Equity in earnings (loss) of Stirling REIT OP, LP(5,032)(168)
Income (loss) before income taxes(5,032)(168)
Income tax (expense) benefit  
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(5,032)$(168)
INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders$(0.80)$(1.24)
Weighted average common shares outstanding – basic6,303 136 
Diluted:
Net income (loss) attributable to common stockholders$(0.80)$(1.24)
Weighted average common shares outstanding – diluted6,303 136 
See accompanying notes to consolidated financial statements.
3


STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)
Three Months Ended March 31,
20252024
Net income (loss)$(5,032)$(168)
Other comprehensive income (loss), net of tax:
Total other comprehensive income (loss)
  
Comprehensive income (loss)$(5,032)$(168)
See accompanying notes to consolidated financial statements.
4


STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)

Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Total
Class DClass IClass SClass T
SharesAmountSharesAmountSharesAmountSharesAmount
Balance at December 31, 2024
20 $ 4,930 $49 20 $ 20 $ $129,882 $(6,564)$123,367 
Issuance of common stock— — 2,034 21 — — — — 53,909 — 53,930 
Dividends declared - common stock— — — — — — — — — (1,991)(1,991)
Net income (loss)— — — — — — — — — (5,032)(5,032)
Balance at March 31, 2025
20 $ 6,964 $70 20 $ 20 $ $183,791 $(13,587)$170,274 
Common StockAdditional
Paid-in
Capital
Accumulated
Deficit
Total
Class DClass IClass SClass T
SharesAmountSharesAmountSharesAmountSharesAmount
Balance at December 31, 2023
 $ 1 $  $  $ $25 $(1)$24 
Issuance of common stock— — 397 4 — — — — 9,996 — 10,000 
Dividends declared - common stock— — — — — — — — — (41)(41)
Net income (loss)— — — — — — — — — (168)(168)
Balance at March 31, 2024
 $ 398 $4  $  $ $10,021 $(210)$9,815 
See accompanying notes to consolidated financial statements.
5


STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

Three Months Ended March 31,
20252024
Cash Flows from Operating Activities
Net income (loss)$(5,032)$(168)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in (earnings) loss of unconsolidated entities5,032 168 
Distributions from Stirling OP
349  
Net cash provided by (used in) operating activities349  
Cash Flows from Investing Activities
Investment in Stirling OP
(52,500)(10,000)
Net cash provided by (used in) investing activities(52,500)(10,000)
Cash Flows from Financing Activities
Payments for dividends
(349) 
Proceeds from issuance of common stock52,500 10,000 
Net cash provided by (used in) financing activities52,151 10,000 
Net increase (decrease) in cash, cash equivalents and restricted cash  
Cash, cash equivalents and restricted cash at beginning of period  
Cash, cash equivalents and restricted cash at end of period$ $ 
Supplemental Cash Flow Information
Interest paid$ $ 
Income taxes paid (refunded)  
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Non-cash dividends paid$1,430 $ 
Dividends declared but not paid
731 41 
Non-cash investment in Stirling OP
1,430  
Distributions receivable731 41 
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period$ $ 
Restricted cash at beginning of period  
Cash, cash equivalents and restricted cash at beginning of period$ $ 
Cash and cash equivalents at end of period$ $ 
Restricted cash at end of period  
Cash, cash equivalents and restricted cash at end of period$ $ 
See accompanying notes to consolidated financial statements.
6

STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Organization
Stirling Hotels & Resorts, Inc. (“Stirling Inc.” or the “Company”) was formed on September 1, 2023, as a Maryland corporation and intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2025, and will make an election in 2026 upon filing its 2025 tax return. Substantially all of the Company’s business is conducted through Stirling REIT OP, LP (“Stirling OP”), a Delaware limited partnership formed on September 26, 2023. The Company is the sole member of the sole general partner of Stirling OP and owns a non-economic general partner interest in Stirling OP. A wholly owned subsidiary of the Company is a limited partner of Stirling OP. Stirling REIT Special Limited Partner LLC (the “Special Limited Partner”), a Delaware limited partnership, owns a special limited partner interest in Stirling OP. In addition, in order for the income from any hotel property investments to constitute “rents from real properties” for purposes of the gross income test required for REIT qualification, the Company will lease each hotel property to a subsidiary of Stirling OP, which we intend to be treated as a taxable REIT subsidiary (“TRS”).
The Company was organized to invest primarily in a diverse portfolio of stabilized income-producing hotels and resorts across all chain scales primarily located in the United States and operated under widely recognized brands. The Company and Stirling OP is externally managed by Stirling REIT Advisors LLC (the “Advisor”), an affiliate of Ashford Inc. (“Ashford”), the Company’s sponsor.
On December 6, 2023, Stirling OP acquired four hotel properties and assumed a mortgage loan secured by the four hotel properties (the “Initial Portfolio”) from Ashford Hospitality Limited Partnership (“Ashford Hospitality OP”) and Ashford TRS Corporation (“Ashford Hospitality TRS,” and together with Ashford Hospitality OP, the “Anchor Investor”), each a subsidiary of Ashford Hospitality Trust, Inc. (“Ashford Trust”), in exchange for Class I units of Stirling OP pursuant to the terms of the contribution agreement (the “Contribution Agreement”), by and among Stirling OP and the Anchor Investor.
The Company determined the acquisition of the Initial Portfolio resulted in Ashford Trust becoming the primary beneficiary of Stirling OP in contemplation of: 1) the related party group comprised of (i) Ashford Trust and (ii) the stockholders who have control over election or removal of the board of directors of the Company that have power to direct the most significant activities of Stirling OP; and 2) the consideration that substantially all the economics are held by Ashford Trust through its equity interest, and substantially all of the activities are performed on Ashford Trust’s behalf. As a result, Ashford Trust began consolidating Stirling OP on December 6, 2023. As of March 31, 2025, Ashford Trust consolidated Stirling OP.
Pursuant to the Contribution Agreement, the Anchor Investor entered into a lock-up agreement with respect to its Class I units that restrict the assignment, sale, and transfer of the units for a period of one year following the closing of the transactions contemplated by the Contribution Agreement (the “Lock-Up Agreement”). In addition, pursuant to the Lock-Up Agreement, the Anchor Investor is prohibited from redeeming the Class I units for a period of three years following such closing. At the end of the three-year period, the Class I units may be redeemed pursuant to the terms of the Stirling OP Agreement and any Class I units converted to shares of the Company’s Class I common stock may be repurchased by the Company pursuant to the terms and conditions of the Company’s share repurchase plan. In addition, the Anchor Investor has agreed not to withdraw as a participant in the distribution reinvestment plan of Stirling OP, and thereby consents to receive any distributions payable on its Class I units in additional Class I units, through December 31, 2025.
Concurrently with entry into the Contribution Agreement, the Company, directly or through its wholly owned subsidiaries, entered into the Advisory Agreement, the Stirling OP Agreement, the Master Hotel Management Agreement and the Master Project Management Agreement, each as described in additional detail in note 4.
2. Capitalization
The Company is undertaking a continuous private offering to accredited investors, pursuant to which it will offer and sell up to $1,000,000,000 in shares of its common stock, consisting of up to $900,000,000 in shares in the primary offering and up to $100,000,000 in shares pursuant to the distribution reinvestment plan (the “Offering”). The Company intends to sell any combination of four classes of shares of its common stock, Class T, Class S, Class D and Class I shares, with a dollar value up to the maximum offering amount. The share classes will have different upfront selling commissions, dealer manager fees and ongoing distribution fees. The purchase price per share for each class of common stock will vary and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees.
The Company has authorized Class E shares for the Advisor and its affiliates for receipt in payment of the management fee and the distribution of the performance participation allocation. The Class E shares are not subject to any upfront selling
7

STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

commissions, dealer manager fees, distribution fees, management fees payable to the Advisor or the performance participation allocation to the Special Limited Partner. See note 4 for additional information on fees payable to the Advisor and its affiliates.
On December 4, 2023, the Company filed with the Maryland State Department of Assessments and Taxation the (“SDAT”) Articles of Amendment and Restatement to provide that the Company has the authority to issue a total of 1,400,000,000 shares of capital stock, of which 1,300,000,000 shares are classified as common stock, of which 300,000,000 of which are classified as Class D common stock, 100,000,000 of which are classified as Class E common stock, 300,000,000 of which are classified as Class I common stock, 300,000,000 of which are classified as Class S common stock, 300,000,000 of which are classified as Class T common stock and 100,000,000 shares are classified as preferred stock with a par value $0.01 per share. In addition, the sole share of common stock outstanding was reclassified as a Class I share of common stock. The Charter was effective upon filing.
The following tables present sales of all classes of the Company’s common stock:
 Three Months Ended March 31, 2025
Class DClass IClass SClass TTotal
SharesProceedsSharesProceedsSharesProceedsSharesProceedsSharesProceeds
Issuance of common stock (1)
 $ 1,980 $52,500  $  $ 1,980 $52,500 
 Three Months Ended March 31, 2024
Class DClass IClass SClass TTotal
SharesProceedsSharesProceedsSharesProceedsSharesProceedsSharesProceeds
Issuance of common stock (1)
 $ 397 $10,000  $  $ 397 $10,000 
__________________
(1) Exclusive of shares issued under the DRIP.
Distribution Reinvestment Plan
We have adopted a distribution reinvestment plan whereby stockholders will have their cash distributions automatically reinvested in additional shares of our common stock unless they elect to receive their distributions in cash. If stockholders participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that they own will be automatically invested in additional shares of the same class. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the most recently disclosed transaction price for such shares at the time of the record date of the distribution. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan, but distribution fees will apply depending upon the class of shares purchased. Participants may terminate their participation in the distribution reinvestment plan with ten business days’ prior written notice to us.
Share Repurchase Plan
Stockholders may request on a monthly basis that we repurchase all or any portion of their shares pursuant to our share repurchase plan. We are not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular month in our discretion. In addition, our ability to fulfill repurchase requests is subject to a number of limitations. As a result, share repurchases may not be available each month. Under our share repurchase plan, to the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last business day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date, except that shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (an “Early Repurchase Deduction”). The end of the one-year holding period will be measured as of the first business day immediately following the prospective repurchase date. Additionally, stockholders who have received shares of our common stock in exchange for their common units in Stirling OP may include the period of time such stockholder held such common units in Stirling OP for purposes of calculating the holding period for such shares of our common stock. The Early Repurchase Deduction may only be waived in the case of repurchase requests arising from the death or qualified disability of the holder and in other limited circumstances. We will begin share repurchases under the plan on the first month of the quarter following our first closing in the private offering. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan.
The aggregate NAV of total repurchases (based on the price at which the shares are repurchased) of all classes (excluding any Early Repurchase Deduction applicable to the repurchased shares) is limited to no more than 2% of our aggregate NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month) and
8

STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

no more than 5% of our aggregate NAV per calendar quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter). In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any month, shares submitted for repurchase during such month will be repurchased on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death or disability. All unsatisfied repurchase requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share repurchase plan, as applicable. Shares held by our Advisor or the Special Limited Partner acquired as payment of our Advisor’s management fee or in respect of distributions on the performance participation interest, respectively, will not be subject to our share repurchase plan, including with respect to any repurchase limits or the Early Repurchase Deduction and will not be included in the calculation of our aggregate NAV for purposes of the 2% monthly or 5% quarterly limitations on repurchases.
Declaration of Distributions
The following table details the aggregate distributions declared per share for each applicable class of stock for the three months ended March 31, 2025:
Gross DistributionsDistribution FeeNet Distributions
Class D Shares$0.3126 $0.0165 $0.2961 
Class I Shares0.3126  0.3126 
Class S Shares0.3126 0.0566 0.2560 
Class T Shares0.3126 0.0566 0.2560 
The following table details the aggregate distributions declared per share for each applicable class of stock for the three months ended March 31, 2024:
Gross DistributionsDistribution FeeNet Distributions
Class I Shares$0.3126 $ $0.3126 
3. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The accompanying consolidated financial statement includes the accounts of the Company and certain subsidiaries. All intercompany balances and transactions are eliminated in consolidation. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2024 Annual Report to Stockholders on Form 10-K filed with the SEC on March 27, 2025.
Use of Estimates—The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents—Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less at the date of purchase. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. The Company did not hold cash or cash equivalents as of March 31, 2025 and December 31, 2024.
Investment in Stirling OP—Our investment in Stirling OP is accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review the investments for impairment each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any other-than-temporary impairment is recorded in
9

STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

“equity in earnings (loss) of unconsolidated entities” in the consolidated statements of operations. No such impairment was recorded for the period for the three months ended March 31, 2025 and March 31, 2024.
Our investment in Stirling OP is considered to be variable interest in the underlying entities. Each variable interest entity (“VIE”), as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct Stirling OP’s activities and operations, we are not considered to be the primary beneficiary of Stirling OP on an ongoing basis and therefore Stirling OP is not consolidated.
Income Taxes—The Company was a taxable corporation for the three months ended March 31, 2025 and March 31, 2024. The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”) beginning with its taxable year ending December 31, 2025. Until that time, the Company will be subject to taxation at regular corporate rates under the Code. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
Organization and Offering Expenses—The Advisor has agreed to advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the organization, but excluding upfront selling commissions, dealer manager fees and distribution fees) through December 31, 2025. Pursuant to the Advisory Agreement, the Company will reimburse the Advisor for all such advanced expenses ratably over a 120-month period commencing January 1, 2026. As of March 31, 2025 and December 31, 2024, the Advisor and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $2.4 million and $1.8 million, respectively. These organization and offering expenses are not recorded in the accompanying financial statements because such costs are the responsibility of Stirling OP and are included in its balance sheet and statement of operations for the applicable periods. When recorded by the Company, organization expenses will be expensed as incurred, and offering expenses will be charged to stockholders’ equity as such amounts will be reimbursed to the Advisor or its affiliates from the gross proceeds of the Offering. Any amount due to the Advisor but not paid will be recognized as a liability on the consolidated balance sheet.
Operating Expenses—Operating expenses incurred directly by the Company are expensed in the period incurred. The Advisor will advance on behalf of the Company certain of the Company’s general and administrative expenses through December 31, 2025, at which point the Company will reimburse the Advisor for all such advanced expenses ratably over a 120-month period commencing January 1, 2026. These operating expenses are not recorded in the accompanying financial statements because such costs are the responsibility of Stirling OP and are included in its balance sheet and statement of operations for the applicable periods as such amounts will be reimbursed to the Advisor or its affiliates as described above.
Earnings Per Share—Basic net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock and common stock equivalents outstanding (unless their effect is anti-dilutive) for the period.
Recently Issued Accounting Standards—In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The amendments in this ASU may be 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 may be applied retrospectively by providing the revised disclosures for all periods presented. As of March 31, 2025, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.
In January 2025, the FASB issued ASU 2025-01 which amends the effective date of the new disaggregation of income statement expenses standard to clarify that all public business entities are required to adopt the guidance in annual reporting
10

STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is still permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU; or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.
4. Related Party Transactions
Certain affiliates of the Company, including the Advisor, will receive fees and compensation in connection with the offering and ongoing management of the assets of the Company.
Advisory Agreement—The Company entered into an advisory agreement (the “Advisory Agreement”) with the Advisor. Pursuant to the advisory agreement between the Company, Stirling OP, Stirling TRS Corporation (“Stirling TRS”), a Delaware corporation and the Company’s taxable REIT subsidiary, and the Advisor, the Advisor is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors.
The Advisor will be paid an annual management fee (payable monthly in arrears) of 1.25% of aggregate NAV represented by the Class T, Class S, Class D and Class I shares. Additionally, to the extent Stirling OP issues Class T, Class S, Class D or Class I operating partnership units to parties other than the Company, Stirling OP will pay the Advisor a management fee equal to 1.25% of the aggregate NAV of Stirling OP attributable to such Class T, Class S, Class D and Class I operating partnership units not held by the Company per annum payable monthly in arrears. No management fee will be paid with respect to Class E shares or Class E units of Stirling OP. The management fee is allocated on a class-specific basis and borne by all holders of the applicable class. The management fee will be paid, at the Advisor’s election, in cash, Class E shares or Class E units of Stirling OP. If the Advisor elects to receive any portion of its management fee in Class E shares or Class E units of Stirling OP, the Company may be obligated to repurchase such Class E shares or Class E units from the Advisor at a later date. Such repurchases will be outside the Company’s share repurchase plan and thus will not be subject to the repurchase limits of the share repurchase plan or any early repurchase deduction.
The Company does not intend to pay the Advisor any acquisition or other similar fees in connection with making investments. The Company will, however, reimburse the Advisor for out-of-pocket expenses in connection with the selection and acquisition of properties and real estate-related debt, whether or not such investments are acquired, and make payments to third parties in connection with making investments.
In addition to organization and offering expense and acquisition expense reimbursements, the Company will reimburse the Advisor for out-of-pocket costs and expenses it incurs in connection with the services it provides to the Company, including, but not limited to: (i) the actual cost of goods and services used by the Company and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in connection with the purchase and sale of investments; (ii) expenses of managing and operating the Company’s properties, whether payable to an affiliate or a non-affiliated person; and (iii) expenses related to personnel of the Advisor performing services for the Company other than those who provide investment advisory services or serve as executive officers of the Company.
Stirling OP Agreement—The Special Limited Partner holds a performance participation interest in Stirling OP that entitles it to receive an allocation from Stirling OP equal to 12.5% of the annual Total Return, subject to a 5% annual Hurdle Amount and a High-Water Mark, with a Catch-Up (each term as will be defined in the limited partnership agreement of Stirling OP (the “Stirling OP Agreement”)). Such allocation will be measured on a calendar basis, made quarterly and accrued monthly. Class E units of Stirling OP will not be subject to the performance participation allocation. Distributions on the performance participation interest may be payable in cash or Class E units at the election of the Special Limited Partner. To the extent that the Special Limited Partner elects to receive such distributions in Class E units, the Special Limited Partner may request that Stirling OP repurchase such Class E units for cash at the then-current NAV per unit. Repurchase requests for Class E units will not be subject to the one-year hold period provided for other limited partners.
Master Hotel Management Agreement—The Company, through Stirling TRS, entered into a master hotel management agreement (the “Master Hotel Management Agreement”) with Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford, to provide hotel and restaurant management services for certain of the Company’s hotels. For providing these services, Remington Hospitality will receive a monthly base fee on assets managed that is equal to the greater of (i) $17,320 (to be increased annually based on any increases in CPI over the preceding annual period) or (ii) 3% of a property’s gross revenues. Remington Hospitality may also earn an incentive management fee that is equal to the lesser of
11

STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

(i) 1% of a hotel’s gross revenues for each fiscal year and (ii) the amount by which the actual house profit exceeds the budgeted house profit determined on a property-by-property basis.
Master Project Management Agreement—The Company entered into a master project management agreement (the “Master Project Management Agreement”) with Premier Project Management LLC (“Premier”), a subsidiary of Ashford, to provide design, construction, architecture, development or project management, procurement and other project-related services to the Company and its properties. For providing these services, Premier may earn a project management fee equal to 4% of the total project costs associated with the implementation of the capital improvement budget, an architecture fee that is 6.5% of the total construction costs, an interior design fee that is 6.0% of the purchase price of furniture, fixtures and equipment (“FFE”), a procurement fee of 8.0% of the purchase price of FFE (if the purchase price of such FFE exceeds $2,000,000 for a specific hotel in a calendar year, the procurement fee shall be reduced to 6.0% for all FFE purchased in excess of $2,000,000), a construction fee of 10% of the total construction costs (for projects without a general contractor), a freight expediting fee that is 8% of the cost of expediting FFE, a warehousing fee that is 8% of the cost of warehousing goods delivered to the job site and a development fee of 4% on the total project costs associated with a development project.
Dealer Manager Agreement—The Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) with Ashford Securities, LLC (the “Dealer Manager”), a subsidiary of Ashford. Under the terms of the Dealer Manager Agreement, the Dealer Manager serves as the dealer manager, and certain participating broker-dealers solicit capital, for our private offering of Class T shares, Class S shares, Class D shares and Class I shares.
The Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering; however, such amounts may vary based on agreements between the Dealer Manager and certain selected dealers provided that the sum will not exceed 3.5% of the transaction price. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The Dealer Manager is entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share sold in the primary offering. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, selected dealers.
On July 30, 2024, the Company entered into an Amended and Restated Dealer Manager Agreement (the “A&R Agreement”) with the Dealer Manager to reflect that the distribution fee paid on the Company’s Class T, Class S and Class D shares sold in its offering will cease when underwriting compensation paid by the Company reaches the 8.75% limit provided for in the A&R Agreement (or such lower limit as set forth in any applicable agreement between the Dealer Manager and a participating dealer at the time the shares were issued). Previously, the limit was calculated irrespective of the source of funding for the fees.
On August 1, 2024, the Company filed Articles of Amendment with the Maryland State Department of Assessments and Taxation specifying that the limit at which Class T, Class S and Class D shares convert into an equivalent aggregate net asset value of Class I shares is determined based on upfront selling commissions, dealer manager fees and distribution fees paid by the Company. Previously the limit was calculated irrespective of the source of funding for the fees. The Articles of Amendment were effective upon filing.
No upfront selling commissions or dealer manager fees will be paid with respect to purchases of Class I shares or shares of any other class sold pursuant to our distribution reinvestment plan.
Miscellaneous Agreements—Pursuant to the terms of the Advisory Agreement, and provided that the Company has the right to control the decision of the award of the applicable contract, Remington Hospitality, Premier, and other affiliates of the Advisor have exclusive rights to provide the applicable products and services to the Company and Stirling OP.
12

STIRLING HOTELS & RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

5. Investment in Stirling REIT OP, LP
The following tables summarize the consolidated balance sheets and our investment in Stirling OP as of March 31, 2025 and December 31, 2024, and the consolidated statements of operations and our equity in earnings (loss) of Stirling OP for the three months ended March 31, 2025 and 2024:
Stirling REIT OP, LP
Consolidated Balance Sheets
 March 31, 2025December 31, 2024
Total assets
$44,254,000 $45,803,000 
Total liabilities
36,143,000 36,557,000 
Total partners’ capital of Stirling REIT OP, LP
8,111,000 9,246,000 
Total liabilities and partners’ capital of Stirling REIT OP, LP
$44,254,000 $45,803,000 
Our investment in Stirling REIT OP, LP
$170,274 $123,367 
Stirling REIT OP, LP
Consolidated Statements of Operations
Three Months Ended March 31,
 20252024
Total revenue$4,117,000 $3,622,000 
Total operating expenses
4,627,000 4,622,000 
Operating income (loss)
(510,000)(1,000,000)
Interest expense and amortization of loan costs
(726,000)(725,000)
Interest income
40,000 16,000 
Net income (loss)
$(1,196,000)$(1,709,000)
Our equity in earnings (loss) of Stirling REIT OP, LP
$(5,032)$(168)
6. Economic Dependency
The Company will be dependent on the Advisor and its affiliates for certain services that are essential to it, including the sale of the Company’s shares of common stock, acquisition and disposition decisions, hotel management, and certain other responsibilities. In the event that the Advisor and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.
7. Commitments and Contingencies
The Company may be subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. As of March 31, 2025, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.
8. Segment Reporting
We operate in one reportable business segment within the hotel lodging industry: hotel investments. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The measure of segment profitability is total consolidated net income (loss) and the measure of segment assets is total consolidated assets.
9. Subsequent Events
On April 29, 2025, the Company’s board of directors declared a distribution for the month of April of $0.1042 per unit/share, less certain expenses for outstanding OP unitholders and common stockholders of record as of the close of business on April 30, 2025, to be paid on May 15, 2025.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to “Stirling Hotels & Resorts”, the “Company,” “we,” “us,” or “our” refer to Stirling Hotels & Resorts, Inc. and its subsidiaries unless the context specifically requires otherwise. References herein to "Stirling OP" or "our operating partnership" refer to Stirling REIT OP, LP. References herein to "Advisor" refer to Stirling REIT Advisors LLC. References herein to "Ashford" refer to Ashford Inc. and its subsidiaries unless the context specifically requires otherwise. References herein to "Ashford Trust" refer to Ashford Hospitality Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, or the negatives thereof. These may include our financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, statements with respect to acquisitions, statements regarding future performance and statements regarding identified but not yet closed acquisitions. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Form 10-Q. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Overview
Stirling Inc. was formed primarily to acquire and own a diverse portfolio of stabilized income-producing hotels and resorts across all chain scales located primarily in the United States that are operated under widely recognized brands licensed from hotel franchisors such as Marriott, Hilton, Hyatt, and Intercontinental Hotel Group, and to a lesser extent, invest in real estate debt secured by hotels and resorts and develop hotels and resorts. The Company is indirectly the sole general partner and a limited partner of Stirling OP. We are externally managed by our Advisor, an affiliate of Ashford.
The Company was formed on September 1, 2023, as a Maryland corporation and currently consists of the investment in Stirling OP, which owns four hotel properties which were acquired from the Anchor Investor in December 2023. The Company intends to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2025. Until that time, the Company will be subject to taxation at regular corporate rates under the Internal Revenue Code. If the Company qualifies for taxation as a REIT, we generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute substantially all of our net taxable income to shareholders and maintain our qualification as a REIT.
In December 2023 the Company commenced a continuous private offering to accredited investors, pursuant to which it is offering for sale up to $1,000,000,000 in shares of common stock consisting of up to $900,000,000 in shares in the primary offering and up to $100,000,000 in shares pursuant to the distribution reinvestment plan.
Our entire activity from inception through March 31, 2025 primarily consisted of our investment in Stirling OP and allocation of income (loss) from Stirling OP. Other than our investment in Stirling OP, we had neither engaged in any operations nor generated any revenues through March 31, 2025. When we receive proceeds from the sale of shares of our common stock in our continuous private offering, we will contribute such proceeds to Stirling OP and receive common units in Stirling OP that correspond to the classes of our shares sold. As of May 12, 2025, we have sold 6,874 Class I common shares, 19 Class D common shares, 19 Class S common shares and 19 Class T common shares in the ongoing private offering, the proceeds of which we contributed to Stirling OP and, in exchange, we received an additional 6,874 Class I common units, 19 Class D common units, 19 Class S common units and 19 Class T common units from Stirling OP. We account for our investment in Stirling OP as an equity method investment as our current investment is not considered significant to Stirling OP. We will consolidate Stirling OP when our investment in Stirling OP is considered significant as determined by GAAP and thereafter present the results of operations on a consolidated basis. As we expect to eventually consolidate Stirling OP, we have included the unaudited consolidated financial statements of Stirling OP in Part II, Item 5 of this Quarterly Report on Form 10-Q. We believe a discussion of the performance and results of operations of Stirling OP would be meaningful to investors as our
14


potential future cash flows and operating results are driven by Stirling OP and subsequent invested capital will be significant to the Company.
Recent Developments
On February 3, 2025, the Company issued and sold 1,885 shares of Class I common stock for gross proceeds of $50,000, based on the net asset value per share of the Class I common stock as of December 31, 2024, the proceeds of which were contributed to Stirling OP and, in exchange, Stirling OP issued 1,885 Class I common units to Stirling Inc.
Hotel Portfolio
The following table presents certain information related to Stirling OP’s hotel properties as of March 31, 2025:
Hotel PropertyLocationService TypeTotal Rooms% OwnedOwned Rooms
Fee Simple Properties
Hampton InnBuford, GASelect-service92100 92
SpringHill Suites by MarriottBuford, GASelect-service97100 97
Marriott Residence InnManchester, CTSelect-service96100 96
Marriott Residence InnJacksonville, FLSelect-service120100 120
Total405405
Results of Operations
Since the Company has no significant assets or operations, the Company does not have any results of operations for the three months ended March 31, 2025 and 2024 other than the allocation of earnings in Stirling OP. The following results of operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 represent the operations of Stirling OP.
Key Indicators of Operating Performance
Stirling OP uses a variety of operating and other information to evaluate the operating performance of its business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, it uses other information that may not be financial in nature, including statistical information and comparative data. Stirling OP uses this information to measure the operating performance of its individual hotels, groups of hotels and/or business as a whole. Stirling OP also uses these metrics to evaluate the hotels in its portfolio and potential acquisitions to determine each hotel’s contribution to cash flow and its potential to provide attractive long-term total returns. These key indicators include:
Occupancy—Occupancy means the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of Stirling OP hotels’ available capacity. Stirling OP uses occupancy to measure demand at a specific hotel or group of hotels in a given period.
ADR—ADR means average daily rate and is calculated by dividing total hotel rooms revenues by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. Stirling OP uses ADR to assess the pricing levels that it is able to generate.
RevPAR—RevPAR means revenue per available room and is calculated by multiplying ADR by the average daily occupancy. RevPAR is one of the commonly used measures within the hotel industry to evaluate hotel operations. RevPAR does not include revenues from food and beverage sales or parking, telephone or other non-rooms revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. Stirling OP also uses RevPAR to compare the results of its hotels between periods and to analyze results of its comparable hotels (comparable hotels represent hotels it has owned for the entire period). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.
RevPAR changes that are primarily driven by changes in occupancy have different implications for overall revenues and profitability than changes that are driven primarily by changes in ADR. For example, an increase in occupancy at a hotel would lead to additional variable operating costs (including housekeeping services, utilities and room supplies) and could also result in
15


increased other operating department revenue and expenses. Changes in ADR typically have a greater impact on operating margins and profitability as they do not have a substantial effect on variable operating costs.
Occupancy, ADR and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel level and across Stirling OP’s entire business. Stirling OP evaluates individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only rooms revenue. Rooms revenue is dictated by demand (as measured by occupancy), pricing (as measured by ADR) and its available supply of hotel rooms.
Principal Factors Affecting Stirling OP’s Results of Operations
The principal factors affecting Stirling OP’s operating results include overall demand for hotel rooms compared to the supply of available hotel rooms, and the ability of its contracted hotel management companies to increase or maintain revenues while controlling expenses.
Demand—The demand for lodging, including business travel, is directly correlated to the overall economy; as GDP increases, lodging demand typically increases. Historically, periods of declining demand are followed by extended periods of relatively strong demand, which typically occurs during the growth phase of the lodging cycle.
Supply—The development of new hotels is driven largely by construction costs, the availability of financing and expected performance of existing hotels. Short-term supply is also expected to be below long-term averages. While the industry is expected to have supply growth below historical averages, Stirling OP may experience supply growth, in certain markets, in excess of national averages that may negatively impact performance.
Stirling OP expects that its ADR, occupancy and RevPAR performance will be impacted by macroeconomic factors such as national and local employment growth, personal income and corporate earnings, GDP, consumer confidence, office vacancy rates and business relocation decisions, airport and other business and leisure travel, new hotel construction, the pricing strategies of competitors and currency fluctuations. In addition, ADR, occupancy and RevPAR performance are dependent on the continued success of the Marriott and Hilton brands.
Revenue—Substantially all of Stirling OP’s revenue is derived from the operation of hotels. Specifically, its revenue is comprised of:
Rooms revenue: Occupancy and ADR are the major drivers of rooms revenue. Rooms revenue accounts for the substantial majority of Stirling OP’s total revenue.
Other hotel revenue: Occupancy and the nature of the property are the main drivers of other ancillary revenue, such as telecommunications, parking and leasing services.
Hotel Operating Expenses—The following presents the components of Stirling OP’s hotel operating expenses:
Rooms expense: These costs include housekeeping wages and payroll taxes, reservation systems, room supplies, laundry services and front desk costs. Like rooms revenue, occupancy is the major driver of rooms expense and, therefore, rooms expense has a significant correlation to rooms revenue. These costs can increase based on increases in salaries and wages, as well as the level of service and amenities that are provided.
Management fees: Base management fees are computed as a percentage of gross revenues. Incentive management fees generally are paid when operating profits exceed certain threshold levels.
Other hotel expenses: These expenses include labor and other costs associated with the other operating department revenues, as well as labor and other costs associated with administrative departments, franchise fees, sales and marketing, repairs and maintenance and utility costs.
Most categories of variable operating expenses, including labor costs such as housekeeping, fluctuate with changes in occupancy. Increases in occupancy are accompanied by increases in most categories of variable operating expenses, while increases in ADR typically only result in increases in limited categories of operating costs and expenses, such as franchise fees, management fees and credit card processing fee expenses, which are based on hotel revenues. Thus, changes in ADR have a more significant impact on operating margins than changes in occupancy.
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The following table summarizes the changes in key line items from Stirling OP’s consolidated statements of operations for the three months ended March 31, 2025 and 2024 (dollars in thousands):
Three Months Ended March 31,
Favorable (Unfavorable)
20252024
$ Change
% Change
Revenue
Rooms$4,050 $3,557 $493 13.9 %
Other hotel revenue
67 65 3.1 %
Total hotel revenue
4,117 3,622 495 13.7 %
Expenses
Hotel operating expenses:
Rooms
932 940 0.9 %
Other expenses
1,607 1,475 (132)(8.9)%
Management fees
188 173 (15)(8.7)%
Total hotel expenses
2,727 2,588 (139)(5.4)%
Property taxes, insurance and other263 234 (29)(12.4)%
Depreciation and amortization1,010 952 (58)(6.1)%
Advisory service fee268 304 36 11.8 %
Corporate, general and administrative359 544 185 34.0 %
Operating income (loss)(510)(1,000)490 (49.0)%
Interest income40 16 24 150.0 %
Interest expense and amortization of loan costs(726)(725)(1)(0.1)%
Income tax benefit (expense)— — — 
Net income (loss)$(1,196)$(1,709)$513 30.0 %
The following table illustrates the key performance indicators of the four hotel properties included in Stirling OP’s results of operations:
Three Months Ended March 31,
20252024
RevPAR (revenue per available room)$111.12 $96.53 
Occupancy79.29 %68.29 %
ADR (average daily rate)$140.15 $141.34 
Rooms revenue (in thousands)
$4,050 $3,557 
Total hotel revenue (in thousands)
$4,117 $3,622 
Comparison of the Three Months Ended March 31, 2025 and 2024
Net Income (Loss). Net loss decreased $513,000 from $1.7 million for the three months ended March 31, 2024 (the “2024 quarter”) to $1.2 million for the three months ended March 31, 2025 (the “2025 quarter”) as a result of the factors discussed below.
Rooms Revenue. Rooms revenue increased $493,000, or 13.9%, to $4.1 million during the 2025 quarter compared to the 2024 quarter. During the 2025 quarter, the portfolio experienced a 0.8% decrease in room rates and a 1,100 basis point increase in occupancy.
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Fluctuations in rooms revenue between the 2025 quarter and the 2024 quarter are a result of the changes in occupancy and ADR between the 2025 quarter and the 2024 quarter as reflected in the table below (dollars in thousands):
Favorable (Unfavorable)
Hotel Property Rooms Revenue
Occupancy (change in bps)
ADR
(change in %)
Residence Inn Manchester (1)
$337 2,701 (0.2)%
Hampton Inn Buford
(22)45 (2.0)%
SpringHill Suites Buford131 1,241 — %
Residence Inn Jacksonville47 513 (1.8)%
Total
$493 1,100 (0.8)%
_______
(1)    This property was under renovation in the 2024 quarter.
Other Hotel Revenue. Other hotel revenue, which consists of various miscellaneous revenues, increased $2,000, or 3.1%, to $67,000 in the 2025 quarter compared to the 2024 quarter. This increase is primarily attributable to an aggregate increase of $8,000 at two hotel properties, partially offset by a decrease of $6,000 at SpringHill Suites Buford and Hampton Inn Buford.
Rooms Expense. Rooms expense decreased $8,000, or 0.9%, to $932,000 in the 2025 quarter compared to the 2024 quarter. This decrease is primarily attributable to an aggregate decrease of $64,000 at three hotel properties, partially offset by an aggregate increase of approximately $56,000 at Residence Inn Manchester. Rooms margin was 77.0% in the 2025 quarter and 73.6% in the 2024 quarter.
Other Operating Expenses. Other operating expenses increased $132,000, or 8.9%, to $1.6 million in the 2025 quarter compared to the 2024 quarter. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and incentive management fees.
Direct expenses were 0.4% of total hotel revenue in the 2025 quarter and 0.6% in the 2024 quarter. The portfolio experienced an increase in indirect expenses of $137,000. The increase in indirect expenses was attributable to increases in (i) marketing costs of $66,000; (ii) energy costs of $6,000; (iii) general and administrative costs of $25,000; and (iv) repairs and maintenance of $63,000. These increases were partially offset by a decrease in incentive management fees of $23,000.
Property Taxes, Insurance and Other. Property taxes, insurance and other expenses increased $29,000 or 12.4%, to $263,000 in the 2025 quarter compared to the 2024 quarter, which was primarily due to higher property taxes of $33,000 and higher miscellaneous tax expense of $2,000, partially offset by lower insurance expenses of $6,000.
Depreciation and Amortization. Depreciation and amortization increased $58,000 or 6.1%, to $1.0 million in the 2025 quarter compared to the 2024 quarter as a result of the completion of the renovation at Residence Inn Manchester, partially offset by lower depreciation at the three other properties as a result of lower assets balances as a result of fully depreciated assets.
Advisory Services Fee. Advisory services fees were $268,000 in the 2025 quarter that was comprised of base advisory fee of $126,000, calculated as 1.25% of aggregate NAV, reimbursable expenses of $26,000 and a performance participation fee of $116,000. Advisory services fees were $304,000 in the 2024 quarter that was comprised of base advisory fee of $146,000, reimbursable expenses of $47,000 and a performance participation fee of $111,000.
Corporate, General and Administrative. Corporate, general and administrative expense was $359,000 in the 2025 quarter, which consisted of legal, accounting and other professional fees of $237,000, corporate expenses of $100,000, miscellaneous expenses of $9,000 and equity based compensation of $13,000.
Corporate, general and administrative expenses was $544,000 in the 2024 quarter, which consisted of legal, accounting, and other professional fees of $511,000, equity-based compensation of $13,000 and miscellaneous expenses of $20,000.
Interest Income. Interest income was $40,000 in the 2025 quarter and $16,000 in the 2024 quarter.
Interest Expense and Amortization of Loan Costs. Interest expenses and amortization of loan costs was $726,000 in the 2025 quarter compared to $725,000 the 2024 quarter. We have one mortgage loan with a balance of $30.2 million and a fixed interest rate of 8.51%.
Income Tax (Expense) Benefit. Income tax (expense) benefit was $0 in both the 2025 quarter and the 2024 quarter. Stirling TRS has been in a cumulative loss position since inception, and as a result no income tax expense has been recorded.
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Liquidity and Capital Resources
Liquidity
We believe that Stirling OP has sufficient liquidity to operate its business. Stirling OP’s cash and cash equivalents as of March 31, 2025 was approximately $4.6 million. In addition to Stirling OP’s immediate liquidity, we expect to obtain incremental liquidity through the sale of our common shares in our ongoing private offering. In addition, Stirling OP may incur indebtedness secured by its real estate investments, borrow money through unsecured financings or incur other forms of indebtedness. Stirling OP may also generate incremental liquidity through the sale of real estate.
Our primary liquidity needs are to fund future investments, make distributions to our stockholders, repurchase common shares pursuant to our share repurchase plan, pay operating expenses, fund capital expenditures, and repay indebtedness. Our operating expenses will include, among other things, the management fee Stirling OP pays to the Advisor and the performance participation allocation that Stirling OP pays to the Special Limited Partner, both of which will impact our liquidity to the extent the Advisor or the Special Limited Partner elect to receive such payments in cash, or subsequently redeem common shares or common units previously issued to them in lieu of cash.
We expect that our cash needs for acquisitions and other capital investments will be funded primarily from the sale of common shares and through the incurrence or assumption of debt. Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures.
We believe that our current liquidity position is sufficient to meet the needs of our expected operating activity.
Stirling OP’s cash and cash equivalents are primarily comprised of corporate cash held at commercial banks in Insured Cash Sweep (“ICS”) accounts, which are fully insured by the FDIC. Stirling OP’s cash and cash equivalents also includes property-level operating cash deposited with commercial banks that have been designated as a Global Systemically Important Bank (“G-SIB”) by the Financial Stability Board (“FSB”) and a small amount deposited with other commercial banks.
Capital Resources
As of May 12, 2025, Stirling OP’s indebtedness included a single mortgage loan secured by all four of its hotel properties, which carries a fixed interest rate of 8.51% and matures in December 2028.
In December 2023, the Company commenced the offering of its Class I shares through a continuous private offering. On February 13, 2024, we commenced issuing Class D, Class S, and Class T shares in the offering. As of May 12, 2025, we have sold approximately 6,874 Class I common shares, 19 Class D common shares, 19 Class S common shares and 19 Class T common shares in the ongoing private offering.
Sources and Uses of Cash
Our and Stirling OP’s principal sources of funds to meet cash requirements include cash on hand, cash flow from operations, capital market activities, property refinancing proceeds and asset sales. Additionally, our and Stirling OP’s principal uses of funds are expected to include possible operating shortfalls, owner-funded capital expenditures, dividends, new investments and debt interest and principal payments. Items that impacted Stirling OP’s cash flow and liquidity during the periods indicated are summarized as follows:
Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows used in operating activities, pursuant to Stirling OP consolidated statements of cash flows, which includes changes in balance sheet items, were $770,000 and $333,000 for the three months ended March 31, 2025 and 2024, respectively. Cash flows provided by (used in) operations were impacted by changes in hotel operations as well as the timing of collecting receivables from hotel guests, paying vendors, settling with related parties and settling with hotel managers.
Net Cash Flows Provided by (Used in) Investing Activities. For the three months ended March 31, 2025, net cash flows used in investing activities consisted of $31,000 of capital improvements made to various hotel properties.
For the three months ended March 31, 2024, net cash flows used in investing activities consisted of $1.6 million of capital improvements made to various hotel properties.
Net Cash Flows Provided by (Used in) Financing Activities. For the three months ended March 31, 2025, net cash flows provided by financing activities were $50,000, which consisted of proceeds of $52,000 from the issuance of common units, partially offset by $2,000 of distributions paid.
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For the three months ended March 31, 2024, net cash flows provided by financing activities were $9,000, which consisted of proceeds of $10,000 from the issuance of common units, partially offset by $1,000 of distributions paid.
Distributions
We intend to declare monthly distributions as authorized by our board of directors (or a committee of the board of directors) and to pay such distributions on a monthly basis. Monthly distributions have been declared for our holders of record as of each month since December 2023 through April 30, 2025, each in an amount equal to $0.1042 per share/unit less certain expenses. Our distribution policy is set by our board of directors and is subject to change based on available cash flows and other factors. We cannot guarantee the amount of distributions that will be paid, if any. In connection with a distribution to our stockholders/unitholders, our board of directors approves a monthly distribution for a certain dollar amount per share for each class of our common stock/units. Share repurchases under our share repurchase plan will be effectuated as of the opening of the last business day of each month, and we expect to declare monthly distributions with a record date as of the close of business of the last calendar day of each month. You will not be entitled to receive a distribution on any of your shares that are repurchased prior to the applicable record date for such distribution.
Sources of Distributions
During our offering stage, when we may raise capital more quickly than we acquire income-producing assets, and for some period after our offering stage, Stirling OP may not be able to make distributions solely from its cash flows from operating activities. Further, because Stirling OP may receive income from its investments at various times during its fiscal year and because it may need cash flow from operations during a particular period to fund capital expenditures and other expenses, we expect that at least during the early stages of our existence and from time to time during our operational stage, we will declare distributions in anticipation of cash flows that we expect to receive during a later period and we will make these distributions in advance of our actual receipt of these funds.
The following table presents information with respect to Stirling OP’s distributions declared and cash flow provided by (used in) operating activities during the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
20252024
Distributions
Payable in cash
$1,855$914
Reinvested in common units pursuant to distributions reinvestment plan (“DRIP”)
466,001443,683
Total distributions (1)
$467,856$444,597
Sources of distributions
Cash flows from operating activities
$1,855 $914
Offering proceeds from issuance of common units, including pursuant to DRIP
466,001 443,683
Total sources of distributions
$467,856$444,597
Net cash provided by (used in) operating activities (2)
$(770,000)$(333,000)
___________
(1)    Distributions are generally expected to be paid on a monthly basis. In general, distributions for all record dates of a given month are paid on or about the 15th of the following month.
(2)    The allocation of total sources is calculated on a quarterly basis. Generally, for purposes of determining the source of our distributions paid, we assume first that positive cash flow from operating activities from the relevant or prior quarter is used to fund distribution payments.
For the three months ended March 31, 2025 and 2024, distributions declared by Stirling OP were $467,856 and $444,597, respectively, including distributions to the general partner for distribution to common stockholders of $1,991 and $42, respectively. For the three months ended March 31, 2025 and 2024, Stirling OP paid aggregate distributions of $465,825 and $442,708, respectively, including distributions to the general partner for distribution to common stockholders of $1,779 and $1, respectively. For the three months ended March 31, 2025 and 2024, Stirling OP’s net loss was $1.2 million and $1.7 million, respectively.
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NAV and NAV Per Share Calculation
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our total NAV in the following table includes the NAV of our outstanding common stock as of March 31, 2025, as well as the partnership interests of Stirling OP held by parties other than us. The following table sets forth the components of our NAV as of March 31, 2025 (amounts in thousands, except per share/unit data):
Components of NAV (1)
Investments in real properties$67,400 
Cash and cash equivalents4,236 
Restricted cash1,126 
Other assets934 
Mortgage notes, term loans, and revolving credit facilities, net(31,218)
Other liabilities(2,042)
Management fee payable(87)
Net asset value$40,349 
Number of outstanding shares/units1,503 
NAV per share/unit$26.8432 
_____________
(1) Due to the nature of hotel operations, we expect that the most recent property-level financial information available for use in calculating our NAV will be as of the end of the month prior to the NAV unless otherwise adjusted by the Advisor for material changes.
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2025 ($ and shares in thousands, expect per share/unit data):
Class D Shares
Class S Shares
Class T Shares
Class I Shares
Third Party Operating Partnership Units (1)
Total
As of March 31, 2025
Net Asset Value$$$$187 $40,160 $40,350 
Number of outstanding shares/units— — — 1,496 1,503 
NAV per share/unit$26.7617 $26.8925 $26.8925 $26.8380 $26.8432 $26.8432 
_____________
(1)    Includes the partnership interest of Stirling OP held by the Special Limited Partner, if any.
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the March 31, 2025 valuations:
Discount Rate Exit Capitalization Rate
Hotel properties10.38 %8.68 %
These weighted averages of key assumptions are calculated by our Advisor using information provided by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our hotel properties. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our property values (asset values in thousands):
Sensitivities ChangeAsset Values
Discount rate0.25% decrease$68,600 
 0.25% increase$66,000 
Exit capitalization rate0.25% decrease$68,000 
0.25% increase$66,700 
Limits on the Calculation of Our NAV Per Share
The overarching principle of our valuation guidelines is to produce reasonable estimated values for each of our investments (and other assets and liabilities), or the price that would be received for that investment in orderly transactions between market participants. However, the majority of our assets will consist of real estate properties and the valuation of our properties (and other assets and liabilities) is based on a number of judgments, assumptions and opinions about future events that may not
21


prove to be correct. The use of different judgments, assumptions or opinions would likely result in a different estimate of the value of our real estate properties (and other assets and liabilities). Any resulting potential disparity in our NAV per share may be in favor of stockholders whose shares are repurchased or new purchasers of our common stock, as the case may be, depending on the circumstances at the time (for cases in which our transaction price is based on NAV).
Additionally, while the methodologies contained in our valuation guidelines are designed to operate reliably within a wide variety of circumstances, it is possible that in certain unanticipated situations or after the occurrence of certain extraordinary events (such as a significant disruption in relevant markets, a terrorist attack or an act of nature), our Advisor’s ability to calculate NAV may be impaired or delayed, including, without limitation, circumstances where there is a delay in accessing or receiving information from vendors or other reporting agents upon which our Advisor may rely upon in determining the monthly value of our NAV. In these circumstances, a more accurate valuation of our NAV could be obtained by using different assumptions or methodologies. Accordingly, in special situations when, in our Advisor’s reasonable judgment, the administration of the valuation guidelines would result in a valuation that does not represent a fair and accurate estimate of the value of our investment, alternative methodologies may be applied, provided that our Advisor must notify our board of directors at the next scheduled board meeting of any alternative methodologies utilized and their impact on the overall valuation of our investment. Notwithstanding the foregoing, our board of directors may suspend the offering and/or our share repurchase plan if it determines that the calculation of our NAV is materially incorrect or unreliable or there is a condition that restricts the valuation of a material portion of our assets.
We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on stockholders’ ability to sell shares under our share repurchase plan and our ability to suspend or terminate our share repurchase plan at any time. Our NAV generally does not consider exit costs (e.g., selling costs and commissions and debt prepayment penalties related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges.
Our NAV per share does not represent the amount of our assets less our liabilities in accordance with GAAP. We do not represent, warrant or guarantee that:
a stockholder would be able to realize the NAV per share for the class of shares a stockholder owns if the stockholder attempts to sell its shares;
a stockholder would ultimately realize distributions per share equal to the NAV per share for the class of shares it owns upon liquidation of our assets and settlement of our liabilities or a sale of our company;
shares of our common stock would trade at their NAV per share on a national securities exchange;
a third-party would offer the NAV per share for each class of shares in an arm’s-length transaction to purchase all or substantially all of our shares; or
the NAV per share would equate to a market price of an open-ended real estate fund.
Inflation
We rely entirely on the performance of our hotel properties and the ability of the hotel properties’ managers to increase revenues to keep pace with inflation. Hotel operators can generally increase room rates, but competitive pressures may limit their ability to raise rates faster than inflation. Our general and administrative costs, real estate and personal property taxes, property and casualty insurance, labor costs and utilities are all subject to inflation as well.
Seasonality
The hospitality business is seasonal, highly competitive and influenced by factors such as general and local economic conditions, location, room rates, quality, service levels, reputation and reservation systems, among many other factors. The hospitality industry generally experiences seasonal slowdown in the third quarter and, to a lesser extent, in the fourth quarter of each year. As a result of such seasonality, there will likely be quarterly fluctuations in results of operations of any hospitality properties that we may own.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the
22


most difficult judgments are described in our 2024 Form 10-K. There have been no material changes in these critical accounting policies.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Stirling OP’s primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments. Currently Stirling OP’s mortgage loan has a fixed rate.
ITEM 4.CONTROLS AND PROCEDURES
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2025 (the “Evaluation Date”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
From time to time we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2025, we were not involved in any material legal proceedings.
ITEM 1A.RISK FACTORS
The Registrant has omitted a discussion of risk factors because as a smaller reporting company, it is not required to provide such information.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
The Company is undertaking a continuous private offering to accredited investors, pursuant to which it is offering for sale up to $1,000,000,000 in shares of common stock consisting of up to $900,000,000 in shares in the primary offering and up to $100,000,000 in shares pursuant to the distribution reinvestment plan. The offering is being made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, and other exemptions of similar import in the laws of the states and other jurisdictions where the offering is being made. In December 2023, the Company commenced the offering of Class I shares, and on February 13, 2024, the Company commenced the offering of Class D, Class S, and Class T shares.
We have engaged the Dealer Manager as the dealer manager for the private offering. Under the terms of the Dealer Manager Agreement, the Dealer Manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the transaction price of each Class T share sold in the primary offering; however, such amounts may vary based on agreements between the Dealer Manager and certain selected dealers provided that the sum will not exceed 3.5% of the transaction price. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The Dealer Manager is entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share sold in the primary offering. The Dealer Manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, selected dealers. No upfront selling commissions or dealer manager fees will be paid with respect to purchases of Class I shares or shares of any class sold pursuant to our distribution reinvestment plan.
From time-to-time the Dealer Manager may serve as the dealer manager for future public or private programs with those offerings conducted concurrently with our offering. As a result, our sponsor and the Dealer Manager may face conflicts of interest arising from potential competition with these other programs for investors and investment capital.
During the three months ended March 31, 2025, the Company issued the following:
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Three Months Ended March 31, 2025
Class I shares issued1,980 
Class I gross proceeds$52,500 
Class D shares issued— 
Class D gross proceeds$— 
Class S shares issued— 
Class S gross proceeds$— 
Class T shares issued— 
Class T gross proceeds$— 
No upfront selling commissions or dealer manager fees were paid with respect to the sale of the Class I, D, S and T shares.
Purchases of Equity Securities by the Issuer
During the three months ended March 31, 2025, the Company did not receive any repurchase requests.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
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ITEM 5.OTHER INFORMATION
Financial Statements of Stirling REIT OP, LP
We account for the common units acquired in Stirling OP as an equity method investment during any period our investment in Stirling OP is not considered significant to Stirling OP and will consolidate Stirling OP at such time that our investment in Stirling OP is considered significant to Stirling OP (based on generally accepted accounting principles). We expect to invest our capital and all our offering proceeds in Stirling OP and hold no assets other than Stirling OP common units. We therefore expect to eventually consolidate Stirling OP. As such, we have included the unaudited consolidated financial statements of Stirling OP as we believe these financial statements would be meaningful to investors, and subsequent invested capital will be significant to us.
Index to Financial Statements
Stirling REIT OP, LP and Subsidiaries
Unaudited Consolidated Financial Statements
25


STIRLING REIT OP, LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
March 31, 2025December 31, 2024
ASSETS
Investments in hotel properties, gross$64,453 $64,634 
Accumulated depreciation(29,576)(28,841)
Investments in hotel properties, net$34,877 $35,793 
Cash and cash equivalents4,648 5,680 
Restricted cash1,204 923 
Accounts receivable, net of allowance of $5 and $1, respectively
518 393 
Inventories
Deferred costs, net87 90 
Prepaid expenses340 260 
Other assets2,576 2,660 
Total assets$44,254 $45,803 
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Indebtedness, net $28,686 $28,602 
Accounts payable and accrued expenses1,474 1,448 
Accrued interest payable221 221 
Distributions payable157 155 
Due to Ashford Inc., net5,335 5,997 
Due to Ashford Trust, net17 17 
Due to related parties, net228 95 
Due to third-party hotel manager25 22 
Total liabilities36,143 36,557 
Commitments and contingencies (note 8)
Partners’ capital
General Partner— — 
Limited Partners8,111 9,246 
Total partners’ capital8,111 9,246 
Total liabilities and partners’ capital$44,254 $45,803 
See Notes to Consolidated Financial Statements.
26


STIRLING REIT OP, LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands)
Three Months Ended March 31,
20252024
REVENUE
Rooms
$4,050 $3,557 
Other hotel revenue
67 65 
Total hotel revenue4,117 3,622 
EXPENSES
Hotel operating expenses:
Rooms
932 940 
Other expenses
1,607 1,475 
Management fees
188 173 
Total hotel expenses
2,727 2,588 
Property taxes, insurance and other
263 234 
Depreciation and amortization
1,010 952 
Advisory services fee
268 304 
Corporate, general and administrative
359 544 
Total operating expenses4,627 4,622 
OPERATING INCOME (LOSS)(510)(1,000)
Interest income
40 16 
Interest expense and amortization of loan costs
(726)(725)
INCOME (LOSS) BEFORE INCOME TAXES(1,196)(1,709)
Income tax (expense) benefit
— — 
NET INCOME (LOSS)$(1,196)$(1,709)
See Notes to Consolidated Financial Statements.
27


STIRLING REIT OP, LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)
Three Months Ended March 31,
20252024
Net income (loss)$(1,196)$(1,709)
Other comprehensive income (loss), net of tax:
Total other comprehensive income (loss)
— — 
Comprehensive income (loss)$(1,196)$(1,709)
See Notes to Consolidated Financial Statements.
28


STIRLING REIT OP, LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(unaudited, in thousands)
General Partner
Limited Partners
Total
Balance at December 31, 2024
$— $9,246 $9,246 
Distributions declared
— (468)(468)
Equity-based compensation
— 13 13 
Issuance of common units
— 516 516 
Net income (loss)— (1,196)(1,196)
Balance at March 31, 2025
$— $8,111 $8,111 
General Partner
Limited Partners
Total
Balance at December 31, 2023
$— $14,393 $14,393 
Distributions declared
— (445)(445)
Equity-based compensation
— 13 13 
Issuance of common units
— 452 452 
Net income (loss)— (1,709)(1,709)
Balance at March 31, 2024
$— $12,704 $12,704 
See Notes to Consolidated Financial Statements.
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STIRLING REIT OP, LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Three Months Ended March 31,
20252024
Cash Flows from Operating Activities
Net income (loss)$(1,196)$(1,709)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization1,010 952 
Bad debt expense14 21 
Amortization of loan costs and capitalized default interest and write-off of loan costs
84 76 
Equity-based compensation13 13 
Changes in operating assets and liabilities:
Accounts receivable and inventories(139)33 
Prepaid expenses and other assets(410)
Accounts payable and accrued expenses
(6)538 
Due to/from related parties
133 (75)
Due to third-party hotel manager
12 
Due to Ashford Trust, net
— (600)
Due to Ashford Inc., net
(690)816 
Net cash provided by (used in) operating activities(770)(333)
Cash Flows from Investing Activities
Improvements and additions to hotel properties(31)(1,621)
Net cash provided by (used in) investing activities(31)(1,621)
Cash Flows from Financing Activities
Payments for distributions
(2)(1)
Proceeds from issuance of common units
52 10 
Net cash provided by (used in) financing activities50 
Net increase (decrease) in cash, cash equivalents and restricted cash
(751)(1,945)
Cash, cash equivalents and restricted cash at beginning of period6,603 10,320 
Cash, cash equivalents and restricted cash at end of period
$5,852 $8,375 
Supplemental Cash Flow Information
Interest paid$642 $649 
Income taxes paid (refunded)(8)23 
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Accrued but unpaid capital expenditures$253 $1,822 
Distributions declared but not paid
157 149 
Non-cash issuance of common units
464 442 
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period$5,680 $2,363 
Restricted cash at beginning of period923 7,957 
Cash, cash equivalents and restricted cash at beginning of period$6,603 $10,320 
Cash and cash equivalents at end of period$4,648 $3,675 
Restricted cash at end of period1,204 4,700 
Cash, cash equivalents and restricted cash at end of period$5,852 $8,375 
See Notes to Consolidated Financial Statements.
30

STIRLING REIT OP, LP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Description of Business
Stirling Hotels & Resorts, Inc. (“Stirling Inc.”) was formed on September 1, 2023, as a Maryland corporation and intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2025. Substantially all of the Stirling Inc.’s business is conducted through Stirling REIT OP, LP (“Stirling OP” or the “Company”), a Delaware limited partnership formed on September 26, 2023. Stirling Inc. is the sole member of the sole general partner of Stirling OP and owns a non-economic general partnership interest in Stirling OP. Stirling REIT Special Limited Partner LLC (the “Special Limited Partner”), a Delaware limited partnership, owns a special limited partner interest in Stirling OP. In addition, in order for the income from any hotel property investments to constitute “rents from real properties” for purposes of the gross income test required for REIT qualification, Stirling Inc. will lease each hotel property to a subsidiary of Stirling OP, which Stirling Inc. intends to be treated as a taxable REIT subsidiary (“TRS”).
Stirling Inc. was organized to invest primarily in a diverse portfolio of stabilized income-producing hotels and resorts across all chain scales primarily located in the United States and operated under widely recognized brands. Stirling Inc. and Stirling OP are externally managed by Stirling REIT Advisors LLC (“Stirling Advisor” or the “Advisor”), an affiliate of Ashford Inc. (“Ashford”), Stirling Inc.’s sponsor. We do not have any employees. All of the services that might be provided by employees are provided to us by the Advisor.
On December 6, 2023, Stirling OP acquired four hotel properties and assumed a mortgage loan secured by the four hotel properties (the “Initial Portfolio”) from Ashford Hospitality Limited Partnership (“Ashford Hospitality OP”) and Ashford TRS Corporation (“Ashford Hospitality TRS,” and together with Ashford Hospitality OP, the “Anchor Investor”), each a subsidiary of Ashford Hospitality Trust, Inc. (“Ashford Trust”), in exchange for Class I units of Stirling OP pursuant to the terms of the contribution agreement (the “Contribution Agreement”), by and among Stirling OP and the Anchor Investor.
Stirling Inc. determined the acquisition of the Initial Portfolio resulted in Ashford Trust becoming the primary beneficiary of Stirling OP in contemplation of: 1) the related party group comprised of (i) Ashford Trust and (ii) the initial stockholder who has control over election or removal of the board of directors of Stirling Inc. that have power to direct the most significant activities of Stirling OP; and 2) the consideration that substantially all the economics are held by Ashford Trust through its equity interest, and substantially all of the activities are performed on Ashford Trust’s behalf. As a result, Ashford Trust began consolidating Stirling OP as of December 6, 2023. As of March 31, 2025, Ashford Trust consolidated Stirling OP.
Pursuant to the Contribution Agreement, the Anchor Investor entered into a lock-up agreement with respect to its Class I units that restrict the assignment, sale, and transfer of the units for a period of one year following the closing of the transactions contemplated by the Contribution Agreement (the “Lock-Up Agreement”). In addition, pursuant to the Lock-Up Agreement, the Anchor Investor is prohibited from redeeming the Class I units for a period of three years following such closing. At the end of the three-year period, the Class I units may be redeemed pursuant to the terms of the Stirling OP Agreement and any Class I units converted to shares of Stirling Inc.’s Class I common stock may be repurchased by Stirling Inc. pursuant to the terms and conditions of Stirling Inc.’s share repurchase plan. In addition, the Anchor Investor has agreed not to withdraw as a participant in the distribution reinvestment plan of Stirling OP, and thereby consents to receive any distributions payable on its Class I units in additional Class I units, through December 31, 2025.
Concurrently with entry into the Contribution Agreement, Stirling Inc. and Stirling OP, directly or through its wholly owned subsidiaries, entered into the Advisory Agreement, the Stirling OP Agreement, the Master Hotel Management Agreement and the Master Project Management Agreement, each as described in additional detail in note 7.
Ashford also provides other products and services to us or our hotel properties through certain entities in which Ashford has an ownership interest. These products and services include, but are not limited to, hotel and restaurant management services; project management, architecture, construction, development, interior design and loss prevention services; debt placement and related services; audio visual, event production, venue, creative and digital services; real estate advisory and brokerage services; insurance services; air purification and hypoallergenic products and services; broker-dealer and distribution services; resort, ecotourism and destination services; and cash management services.
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STIRLING REIT OP, LP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

The accompanying consolidated financial statements include the accounts of certain wholly owned subsidiaries of Stirling OP that own and operate four hotels in three states, which are all wholly owned hotel properties as of March 31, 2025. These hotels represent 405 rooms. As of March 31, 2025, the four hotel properties were leased by Stirling OP’s indirect wholly owned subsidiaries that are treated as TRS for federal income tax purposes. Each leased hotel is leased under a percentage lease that provides for each lessee to pay in each calendar month the base rent plus, in each calendar quarter, percentage rent, if any, based on hotel revenues. Lease revenue from the TRS is eliminated in combination and/or consolidation. Stirling OP does not operate any of its hotel properties directly; instead, Stirling OP employs hotel management companies to operate them for Stirling OP under management contracts. Remington Lodging & Hospitality, LLC (“Remington Hospitality”), a subsidiary of Ashford, manages three of Stirling OP’s four operating hotel properties and Crossroads Hospitality Management Company (“Crossroads”) manages the remaining hotel property.
Terms such as the “Company,” “we,” “us,” or “our” refer to Stirling OP and all entities included in its consolidated financial statements.
2. Significant Accounting Policies
Basis of Presentation and Principles of Combination and Consolidation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the financial statements should be read in conjunction with the consolidated and combined consolidated financial statements and notes thereto included in the 2024 Stirling Hotels & Resorts, Inc. Annual Report to Stockholders on Form 10-K filed with the SEC on March 27, 2025.
Historical seasonality patterns at some of our hotel properties cause fluctuations in our overall operating results. Consequently, operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Equity-Based Compensation—Equity-based compensation for non-employees is measured at the grant date and expensed ratably over the vesting period based on the original measurement as of the grant date. This results in the recording of expenses, included in “advisory services fees,” “management fees” and “corporate, general and administrative” expenses, equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period. The Company recognizes forfeitures as they occur.
Recently Issued Accounting Standards—In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The amendments in this ASU may be 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 may be applied retrospectively by providing the revised disclosures for all periods presented. As of March 31, 2025, the Company has not adopted this ASU. The adoption of this ASU is expected to only impact disclosures with respect to the Company’s consolidated and combined financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses that requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations.
32

STIRLING REIT OP, LP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

In January 2025, the FASB issued ASU 2025-01 which amends the effective date of the new disaggregation of income statement expenses standard to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is still permitted. The amendments may be applied either: (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU; or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures.
3. Revenue
The following tables present our revenue disaggregated by geographical area (dollars in thousands):
Three Months Ended March 31, 2025
Primary Geographical MarketNumber of HotelsRoomsOther HotelTotal
Atlanta, GA area
$1,782 $27 $1,809 
Hartford, CT area
1,035 21 1,056 
Jacksonville, FL area
1,233 19 1,252 
Total$4,050 $67 $4,117 
Three Months Ended March 31, 2024
Primary Geographical MarketNumber of HotelsRoomsOther HotelTotal
Atlanta, GA area
$1,673 $33 $1,706 
Hartford, CT area
698 15 713 
Jacksonville, FL area
1,186 17 1,203 
Total$3,557 $65 $3,622 
4. Investments in Hotel Properties, net
Investments in hotel properties, net consisted of the following (in thousands):
March 31, 2025December 31, 2024
Land$5,760 $5,760 
Buildings and improvements48,083 48,340 
Furniture, fixtures and equipment9,771 9,723 
Construction in progress839 811 
Total cost64,453 64,634 
Accumulated depreciation(29,576)(28,841)
Investments in hotel properties, net$34,877 $35,793 
For three months ended March 31, 2025 and 2024, no impairment charges were recorded.
5. Indebtedness, net
Indebtedness consisted of the following (in thousands):
March 31, 2025December 31, 2024
IndebtednessCollateralMaturity
Interest Rate
Debt BalanceDebt Balance
Mortgage loan4hotelsDecember 20288.51%$30,200 $30,200 
30,200 30,200 
Deferred loan costs, net(1,514)(1,598)
Indebtedness, net$28,686 $28,602 
The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. Presently, our existing covenants are non-recourse. As of March 31, 2025, we were in compliance with all covenants related to our mortgage loan.
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STIRLING REIT OP, LP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

6. Summary of Fair Value of Financial Instruments
Determining estimated fair values of our financial instruments such as indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):
March 31, 2025December 31, 2024
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Financial assets not measured at fair value:
Cash and cash equivalents
$4,648 $4,648 $5,680 $5,680 
Restricted cash1,204 1,204 923 923 
Accounts receivable, net
518 518 393 393 
Financial liabilities not measured at fair value:
Indebtedness $30,200 $31,218 $30,200 $30,812 
Accounts payable and accrued expenses
1,474 1,474 1,448 1,448 
Distributions payable
157 157 155 155 
Due to Ashford Inc., net
5,335 5,335 5,997 5,997 
Due to Ashford Trust, net
17 17 17 17 
Due to related parties, net228 228 95 95 
Due to third-party hotel manager
25 25 22 22 
Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.
Accounts receivable, net, due to related parties, net, accounts payable and accrued expenses, distributions payable, due to Ashford Inc., net, due to Ashford Trust, net and due to third-party hotel manager. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.
Indebtedness. Fair value of indebtedness is determined using the loan terms, collateral value and financial data such as loan-to-value ratios, debt service coverage ratios, and interest rates for comparable loans.. We estimated the fair value of total indebtedness to be approximately 103.4% of the face value of $30.2 million as of March 31, 2025, and approximately 102.0% of the face value of $30.2 million as of December 31, 2024. These fair value estimates are considered a Level 2 valuation technique.
7. Related Party Transactions
Ashford Inc.
Advisory Agreement with Stirling OP
Stirling Advisor, a subsidiary of Ashford Inc., acts as the advisor to Stirling OP. The Advisory Agreement became effective on December 6, 2023. Mr. Monty J. Bennett, chief executive officer of Stirling Inc., serves as chairman of the board of directors and chief executive officer of Ashford Inc.
Stirling Advisor is paid an annual management fee (payable monthly in arrears) of 1.25% of aggregate NAV represented by the Class T, Class S, Class D and Class I shares of Stirling Inc. Additionally, to the extent Stirling OP issues Class T, Class S, Class D or Class I operating partnership units to parties other than Stirling Inc., Stirling OP will pay Stirling Advisor a management fee equal to 1.25% of the aggregate NAV of Stirling OP attributable to such Class T, Class S, Class D and Class I operating partnership units not held by Stirling Inc. per annum payable monthly in arrears. No management fee will be paid with respect to Class E shares of Stirling Inc. or Class E units of Stirling OP. The management fee is allocated on a class-specific basis and borne by all holders of the applicable class. The management fee will be paid, at Stirling Advisor’s election, in cash, Class E shares of Stirling Inc. or Class E units of Stirling OP. If Stirling Advisor elects to receive any portion of its management fee in Class E shares or Class E units of Stirling OP, Stirling Inc. may be obligated to repurchase such Class E shares of Stirling Inc. or Class E units of Stirling OP from Stirling Advisor at a later date. Such repurchases will be outside
34

STIRLING REIT OP, LP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Stirling Inc.’s share repurchase plan and thus will not be subject to the repurchase limits of the share repurchase plan or any early repurchase deduction.
Stirling OP does not intend to pay Stirling Advisor any acquisition or other similar fees in connection with making investments. Stirling OP will, however, reimburse Stirling Advisor for out-of-pocket expenses in connection with the selection and acquisition of properties and real estate related debt, whether or not such investments are acquired, and make payments to third parties in connection with making investments. In addition to organization and offering expense and acquisition expense reimbursements, Stirling OP will reimburse Stirling Advisor for out-of-pocket costs and expenses it incurs in connection with the services it provides to Stirling Inc., including, but not limited to: (i) the actual cost of goods and services used by Stirling OP and obtained from third parties, including fees paid to administrators, consultants, attorneys, technology providers and other service providers, and brokerage fees paid in connection with the purchase and sale of investments; (ii) expenses of managing and operating Stirling OP’s properties, whether payable to an affiliate or a non-affiliated person; and (iii) expenses related to personnel of Stirling Advisor performing services for Stirling OP other than those who provide investment advisory services or serve as executive officers of Stirling Inc.
The following table summarizes the advisory services fees incurred (in thousands):
Three Months Ended March 31,
20252024
Advisory services fee
Base advisory fee$126 $146 
Reimbursable expenses (1)
26 47 
Performance participation fee
116 111 
Total advisory services fee$268 $304 
________
(1)Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services.
Pursuant to the Company’s hotel management agreements with each hotel management company, the Company bears the economic burden for casualty insurance coverage which includes worker’s compensation, general liability and auto liability coverages. The hotel management companies procure worker’s compensation insurance, the expenses of which are passed through to the Company. Under the advisory agreement and hotel management agreements, Ashford Inc. secures general liability and auto liability policies to cover Ashford Trust, Braemar, Stirling OP, their hotel managers, as needed, and Ashford Inc. The total cost estimates covered by such policies are based on the collective pool of risk exposures from each party. Ashford Inc. delegates the management of the casualty insurance program to Warwick Insurance Company, LLC (“Warwick”), a subsidiary of Ashford Inc. which issues policies covering general liability, workers’ compensation and auto liability losses. Each year Ashford Inc. collects funds from Ashford Trust, Braemar, Stirling OP and their respective hotel management companies, to fund the casualty insurance program as needed, on an allocated basis.
Design and Construction Services
Master Project Management Agreement—The Company entered into a master project management agreement (the “Master Project Management Agreement”) with Premier Project Management LLC (“Premier”), a subsidiary of Ashford, to provide design, construction, architecture, development or project management, procurement and other project related services to the Company and its properties. For providing these services, Premier may earn a project management fee equal to 4% of the total project costs associated with the implementation of the capital improvement budget, an architecture fee that is 6.5% of the total construction costs, an interior design fee that is 6.0% of the purchase price of furniture, fixtures and equipment (“FFE”), a procurement fee of 8.0% of the purchase price of FFE (if the purchase price of such FFE exceeds $2,000,000 for a specific hotel in a calendar year, the procurement fee shall be reduced to 6.0% for all FFE purchased in excess of $2,000,000), a construction fee of 10% of the total construction costs (for projects without a general contractor), a freight expediting fee that is 8% of the cost of expediting FFE, a warehousing fee that is 8% of the cost of warehousing goods delivered to the job site and a development fee of 4% on the total project costs associated with a development project.
Hotel Management Services
At March 31, 2025, Remington Hospitality managed three of our four hotel properties.
35

STIRLING REIT OP, LP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

Master Hotel Management Agreement—The Company, through Stirling TRS, entered into a master hotel management agreement (the “Master Hotel Management Agreement”) with Remington Hospitality, a wholly owned subsidiary of Ashford, to provide hotel and restaurant management services for certain of the Company’s hotels. For providing these services, Remington Hospitality will receive a monthly base fee on assets managed that is equal to the greater of: (i) $17,320 (to be increased annually based on any increases in CPI over the preceding annual period) or (ii) 3% of a property’s gross revenues. Remington Hospitality may also earn an incentive management fee that is equal to the lesser of: (i) 1% of a hotel’s gross revenues for each fiscal year and (ii) the amount by which the actual house profit exceeds the budgeted house profit determined on a property-by-property basis. Our hotel management agreement also require that we fund property-level operating costs including the hotel manager's payroll and related costs.
As of March 31, 2025 and December 31, 2024, we had a payable to Remington Hospitality of $228,000 and $95,000, included in “due to related parties, net,” which was primarily related to hotel management fees.
As of March 31, 2025 and December 31, 2024, we had payable to Ashford Trust of approximately $17,000 and $17,000, respectively, related to various costs, which were paid on our behalf by Ashford Trust.
8. Commitments and Contingencies
Restricted Cash—Under certain management and debt agreements existing as of March 31, 2025, escrow payments are required for insurance, real estate taxes, and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow generally 4% of gross revenues for capital improvements. From time to time, we may work with our property managers and lenders in order to utilize lender and manager held reserves to fund operating shortfalls.
Franchise Fees—Under franchise agreements existing as of March 31, 2025, we pay franchisor royalty fees between 4% and 6% of gross rooms revenue. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 3% and 4% of gross rooms revenue. These franchise agreements expire on varying dates between 2028 and 2035. When a franchise term expires, the franchisor has no obligation to renew the franchise. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.
The table below summarizes the franchise fees incurred (in thousands):
Three Months Ended March 31,
Line Item20252024
Other hotel expenses$391 $349 
Management Fees—Under hotel management agreements for our hotel properties existing as of March 31, 2025, we pay monthly hotel management fees equal to the greater of approximately $17,320 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 3% of gross revenues, as well as annual incentive management fees, if applicable. These hotel management agreements expire from 2026 through 2033, including some with renewal options. If we terminate a hotel management agreement prior to its expiration, we may be liable for estimated management fees throughout the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement. Our hotel management agreements also require that we fund property-level operating costs including the hotel manager's payroll and related costs.
Litigation—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, results of operations or cash flows.
Income Taxes—We and our subsidiaries will file income tax returns in the federal jurisdiction and various states. Tax years 2020 through 2024 remain subject to potential examination by certain federal and state taxing authorities.
36

STIRLING REIT OP, LP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

9. Equity and Equity-Based Compensation
Declaration of Distributions—The following table details the aggregate distributions declared per share for each applicable unit class for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
20252024
Gross DistributionsDistribution FeeNet DistributionsGross DistributionsDistribution FeeNet Distributions
Class D units$0.3126 $0.0165 $0.2961 $— $— $— 
Class I units0.3126 — 0.3126 0.3126 — 0.3126 
Class S units0.3126 0.0566 0.2560 — — — 
Class T units0.3126 0.0566 0.2560 — — — 
Class E units0.3126 — 0.3126 0.3126 — 0.3126 
Unit Issuances—The following tables present sales of all classes of the Company’s common units:
 Three Months Ended March 31, 2025
Class DClass IClass SClass TTotal
SharesProceedsSharesProceedsSharesProceedsSharesProceedsSharesProceeds
Issuance of common stock (1)
— $— 1,980 $52,500 — $— — $— 1,980 $52,500 
 Three Months Ended March 31, 2024
Class DClass IClass SClass TTotal
Units
Proceeds
Units
Proceeds
Units
Proceeds
Units
Proceeds
Units
Proceeds
Issuance of common units (1)
— $— 397 $10,000 — $— — $— 397 $10,000 
__________________
(1) Exclusive of shares issued under the DRIP.
Equity-based Compensation—We incur equity-based compensation expense in connection with equity grants made to certain of Stirling Inc.’s independent directors, which vests over a period of one year. In February 2024, approximately 4,200 Long-Term Incentive Plan (“LTIP”) units were issued to independent directors with a fair value of approximately $105,000.
As of March 31, 2025, we have issued a total of approximately 4,200 LTIP units, none of which had reached full economic parity with, and are not convertible into, common units.
10. Subsequent Events
On April 29, 2025, Stirling Inc.’s board of directors declared a distribution for the month of April of $0.1042 per unit/share, less certain expenses for outstanding OP unitholders and common stockholders of record as of the close of business on April 30, 2025, to be paid on May 15, 2025.
Subsequent events for the reporting period ended March 31, 2025, were evaluated through May 14, 2025, the date the consolidated financial statements were available for issuance and there were no additional events to accrue or disclose.
37


ITEM 6.EXHIBITS
ExhibitDescription
3.1
3.1.1
3.1.2
3.2
31.1*
31.2*
32.1**
32.2**
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements Comprehensive Income (Loss); (iv) Consolidated Statements of Equity; (v) Consolidated Statement of Cash Flows; and (vi) Notes to the Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema DocumentSubmitted electronically with this report.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentSubmitted electronically with this report.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentSubmitted electronically with this report.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.Submitted electronically with this report.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.Submitted electronically with this report.
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
___________________________________
* Filed herewith.
** Furnished herewith.
38


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
STIRLING HOTELS & RESORTS, INC.
Date:
May 14, 2025By:
/s/ MONTY J. BENNETT
Monty J. Bennett
Chief Executive Officer
Date:
May 14, 2025By:
/s/ STEPHEN ZSIGRAY
Stephen Zsigray
Chief Financial Officer
39