10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-K

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

For the fiscal year ended December 31, 2023

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 001-34571

PEBBLEBROOK HOTEL TRUST
	(Exact Name of Registrant as Specified in Its Charter)

Maryland	27-1055421
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland	20814
(Address of Principal Executive Offices)	(Zip Code)

(240)	507-1300
(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Shares, $0.01 par value per share	PEB	New York Stock Exchange
Series E Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PE	New York Stock Exchange
Series F Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PF	New York Stock Exchange
Series G Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PG	New York Stock Exchange
Series H Cumulative Redeemable Preferred Shares, $0.01 par value	PEB-PH	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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

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

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

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑ 

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

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

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

The aggregate market value of the 118,347,498 common shares of beneficial interest of the registrant held by non-affiliates of the registrant was $1.6 billion based on the closing sale price on the New York Stock Exchange for such common shares of beneficial interest as of June 30, 2023.

The number of common shares of beneficial interest outstanding as of February 14, 2024 was 120,294,744.

_____________________________

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders (to be filed with the Securities and Exchange Commission on or before April 30, 2024) are incorporated by reference into this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

Pebblebrook Hotel Trust

TABLE OF CONTENTS

Item No.		Page
Forward-Looking Statements		4
PART I
1.	Business	5
1A.	Risk Factors	8
1B.	Unresolved Staff Comments	31
1C.	Cybersecurity	31
2.	Properties	32
3.	Legal Proceedings	34
4.	Mine Safety Disclosures	34
PART II
5.	Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	35
6.	[Reserved]	37
7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
7A.	Quantitative and Qualitative Disclosures About Market Risk	45
8.	Financial Statements and Supplementary Data	45
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	45
9A.	Controls and Procedures	46
9B.	Other Information	46
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	46
PART III
10.	Trustees, Executive Officers and Corporate Governance	47
11.	Executive Compensation	47
12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	47
13.	Certain Relationships and Related Transactions, and Trustee Independence	47
14.	Principal Accountant Fees and Services	47
PART IV
15.	Exhibits and Financial Statement Schedules	48

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FORWARD-LOOKING STATEMENTS

This report, together with other statements and information publicly disseminated by us, contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "potential", "could", "seek", "assume", "forecast", "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, estimated costs and durations of renovation or restoration projects, timing and extent of debt refinancings, estimated insurance recoveries, our ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and our ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. These factors include, but are not limited to, the following:

•the COVID-19 pandemic has had, and may continue to have, a significant negative impact on our financial condition and operations, which may impact our ability to obtain acceptable financing. The current and uncertain future impact of the COVID-19 pandemic, including its effect on the ability or desire of people to travel, is expected to continue to negatively affect our results, operations, outlooks, plans, goals, growth, reputation, cash flows, liquidity and share price;

•as a result of the COVID-19 pandemic, we suspended operations at most of our hotels and resorts in March 2020. Operations recommenced between May 2020 and July 2021 and are improving. However, if continued improvement is interrupted, we may become out of compliance with maintenance covenants in certain of our debt facilities;

•world events impacting the ability or desire of people to travel may lead to a decline in demand for hotels;

•risks associated with the hotel industry, including competition, changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S., increases in employment costs, energy costs and other operating costs, or decreases in demand caused by events beyond our control, including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber-attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;

•the availability and terms of financing and capital and the general volatility of securities markets;

•our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;

•risks associated with the U.S. and global economies, the cyclical nature of hotel properties and the real estate industry, including environmental contamination and costs of complying with new or existing laws, including the Americans with Disabilities Act and similar laws;

•interest rate increases;

•our possible failure to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended ("the Code") and the risk of changes in laws affecting REITs;

•the timing and availability of potential hotel acquisitions, our ability to identify and complete hotel acquisitions and our ability to complete hotel dispositions in accordance with our business strategy;

•the possibility of uninsured losses;

•risks associated with redevelopment and repositioning projects, including delays and cost overruns; and

•the other factors discussed under Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K.

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

The "Company", "we" or "us" mean Pebblebrook Hotel Trust, a Maryland real estate investment trust, and one or more of its subsidiaries (including Pebblebrook Hotel, L.P., our operating partnership), or, as the context may require, Pebblebrook Hotel Trust only or Pebblebrook Hotel, L.P. only.

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PART I

Item 1. Business.

General

Pebblebrook Hotel Trust is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets. As of December 31, 2023, the Company owned interests in 46 hotels with a total of 11,924 guest rooms.

Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (our “Operating Partnership”). The Company is the sole general partner of the Operating Partnership. At December 31, 2023, the Company owned 99.3% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.7% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a REIT under the Code, it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), our taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.

Business Objectives and Strategies

Acquisitions/Investments

We invest in hotel properties located primarily within major United States cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets and leisure destinations. Our hotel properties are located in Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Newport, Rhode Island; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Stevenson, Washington; and Washington, D.C. We believe these markets have barriers-to-entry and provide diverse sources of meeting and room night demand generators. In addition, we also opportunistically target investments in resort properties located near our primary urban target markets and select destination resort markets such as southern Florida and southern California. We focus on both branded and independent full-service hotels in the “upper-upscale” segment of the lodging industry. The full-service hotels on which we focus our investment activity generally have one or more restaurants, lounges, meeting facilities and other amenities, as well as high levels of customer service. We believe that our target markets, including the major gateway markets and leisure destinations, are characterized by barriers-to-entry and that room-night demand and average daily rate ("ADR") growth of these types of hotels and resorts will outperform the national average over the long-term, as they have in past cyclical recoveries and growth periods.

We perform and utilize extensive research to evaluate any target market and property, including a detailed review of the long-term economic outlook, trends in local demand generators, competitive environment, property systems and physical condition and property financial performance. Specific acquisition criteria may include, but are not limited to, the following:

•premier locations, facilities and other competitive advantages that are not easily replicated;

•barriers-to-entry in the market, such as scarcity of development sites, regulatory hurdles, high per-room development costs and long lead times for new development;

•acquisition prices at a discount to replacement cost;

•properties not subject to long-term management contracts with hotel management companies;

•potential return on investment initiatives, including redevelopment, rebranding, redesign, expansion and change of management;

•opportunities to implement value-added operational improvements; and

•strong demand growth characteristics supported by favorable demographic indicators.

We believe that upper-upscale, full-service hotels and resorts and upscale hotels located in major U.S. urban, convention and drive-to and destination resort markets are likely to generate some of the most favorable risk-adjusted returns in the lodging industry over the long-term. We believe that portfolio diversification will allow us to benefit from growth in various customer segments, including business transient, leisure transient and group and convention room-night demand. We believe that hotel supply growth, following the delivery of current supply construction, will decline from the historical growth rate prior to the pandemic for the foreseeable future.

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We generally seek to enter into flexible management contracts, when possible, with third-party hotel management companies for the operation of our hotels and resorts that provide us with the ability to replace operators and/or reposition properties, to the extent that we determine to do so and align our operators with our objective of maximizing our return on investment. In addition, we believe that flexible management contracts facilitate the sale of hotels, and we may seek to sell hotels opportunistically if we believe sales proceeds may be used to repay debt, repurchase our shares or invest in other hotel properties that offer more attractive risk-adjusted returns.

We may engage in full or partial redevelopment, renovation and repositioning of certain properties, as we seek to maximize the financial performance of our hotels and resorts. In addition, we may acquire properties that require significant capital improvement, renovation or refurbishment. We also may acquire hotel and resort properties that we believe would benefit from significant redevelopment or expansion, including, for example, adding guest rooms, meeting facilities or other amenities.

We may consider acquiring outstanding debt secured by a hotel or resort property from lenders and investors if we believe the returns will be attractive or if we can foreclose on or acquire ownership of the property in the near-term. In connection with our acquisitions, generally we do not, but we may choose to opportunistically, originate or purchase any debt financing or preferred equity. Additionally, we have co-invested, and may in the future co-invest, in hotels and debt with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for a property, partnership, joint venture or other entity.

Asset Management

While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels' operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. We believe we can add significant value to our portfolio through our intensive asset management strategies. Our executives and asset management team have significant experience in hotel operations and creating and implementing innovative asset management initiatives.

We have developed strategic short- and long-term capital investment plans to enhance our hotels' profitability through the strategic use of, among others, expansions, additions, renovations, technology upgrades and modifications, and energy efficiency improvements. We are also focused on revenue and expense management at our properties. We work closely with our hotel operators to evaluate optimal market mix and pricing strategies, ensure quality staffing and appropriate management focus, implement best practices to minimize expenses and aggressively monitor and evaluate our hotels' operations and performance.

Curator

We and four industry-leading hotel operators are founding members of Curator Hotel & Resort Collection, a collection of small brands and independent lifestyle hotels and resorts worldwide. Curator's distinct owner-centric platform offers an alternative for independent lifestyle hotels seeking to strengthen their performance, providing its members with best-in-class agreements, services and technology, while allowing members to retain their unique identities. We own a majority of the equity interests in Curator, which is consolidated in our consolidated financial statements.

Financing Strategies

Over time, we intend to finance our long-term growth with issuances of common and preferred equity securities and debt financings having staggered maturities. Our debt includes senior unsecured credit facilities, term loans, convertible debt, unsecured notes and mortgage debt secured by our hotel properties, and may in the future include other unsecured debt.

We anticipate using net proceeds from equity and debt offerings and property sales to fund future acquisitions as well as for property redevelopments, return-on-investment initiatives, share repurchases and working capital requirements. Subject to market conditions, we intend to repay amounts outstanding under our senior unsecured revolving credit facilities from time to time with proceeds from periodic common and preferred equity issuances, long-term debt financings, cash flows from operations and opportunistic or strategic dispositions.

When purchasing hotel properties, we may issue limited partnership interests in our Operating Partnership as full or partial consideration to sellers who may desire to take advantage of tax deferral on the sale of a hotel or participate in the potential appreciation in value of our common shares of beneficial interest, or common shares.

Competition

We compete for hotel investment opportunities with institutional investors, private equity investors, other REITs and numerous local, regional, national and international owners, including franchisors, in each of our target markets. Some of these entities have substantially greater financial resources than we do and may be able and willing to accept more risk than we can prudently manage. Competition generally may increase the bargaining power of property owners seeking to sell and reduce the number of suitable investment opportunities offered to us or purchased by us.

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The hotel industry is highly competitive. Our hotels compete with other hotels and alternative lodging for guests in our markets. Competitive factors include, among others, location, convenience, brand affiliation, room rates, range of services, facilities and guest amenities or accommodations offered and quality of guest service. Competition in our hotels' markets includes competition from existing, newly renovated and newly developed hotels in the relevant segments. Competition can adversely affect our hotels' occupancy, ADR and room revenue per available room ("RevPAR"), and thus our financial results. We may be required to provide additional amenities, incur additional costs or make capital improvements that we otherwise might not choose to make, which may adversely affect our profitability.

Seasonality

Demand in the lodging industry is affected by recurring seasonal patterns which are greatly influenced by overall economic cycles, geographic locations, weather and customer mix at the hotels. Generally, our hotels have lower revenue, operating income and cash flow in the first quarter of each year and higher revenue, operating income and cash flow in the third quarter of each year. The historical trend was disrupted in 2020 and 2021 as a result of COVID-19, which directly adversely impacted demand, revenue and operating income. However, the properties in our portfolio returned to normal historical seasonality trends in 2023.

Regulations

Our hotel properties are subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require us, as an owner of a contaminated property, to clean up the property, even if we did not know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated, and therefore it is possible we could incur these costs even after we sell a property. In addition to the cleanup costs, environmental contamination can affect the value of a property and, therefore, an owner's ability to borrow using the property as collateral or to sell the property. Under environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment.

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos while staying in a hotel may seek to recover damages if they suffer injury from the asbestos. Lastly, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws requiring a business using chemicals (such as swimming pool chemicals at a hotel property) to manage them carefully and notify local officials that the chemicals are being used.

We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect the funds available for distribution to our shareholders. Prior to closing a property acquisition, we obtain Phase I environmental site assessments ("ESAs"), in order to attempt to identify potential environmental concerns at the properties. These assessments are carried out in accordance with an appropriate level of due diligence and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property's chain of title and review of historical aerial photographs and other information on past uses of the property. We may also conduct limited subsurface investigations and test for substances of concern where the results of the Phase I ESAs or other information indicates possible contamination or where our consultants recommend such procedures. However, these Phase I ESAs or other investigations may not reveal all environmental costs that might have a material adverse effect on our business, assets, results of operations or liquidity and may not identify all potential environmental liabilities.

We believe that our hotels comply, in all material respects, with all federal, state and local environmental ordinances and regulations regarding hazardous or toxic substances and other environmental matters, the violation of which could have a material adverse effect on us. We have not received written notice from any governmental authority of any material noncompliance, liability or claim relating to hazardous or toxic substances or other environmental matters in connection with any of our properties.

Our properties must comply with Title III of the Americans with Disabilities Act (the "ADA") to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require the removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in litigation, retrofit costs and imposition of fines or an award of damages to private litigants. Additionally, properties that we may acquire may not comply with the requirements of the ADA, and we endeavor to identify such noncompliance prior to our acquisition. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and make alterations as appropriate in this respect.

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Tax Status

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code. As a result, we generally are not subject to corporate federal income tax on that portion of our REIT taxable income that we currently distribute to our shareholders. A REIT is subject to numerous organizational and operational requirements, including requirements concerning the nature of our gross income and assets and specifying that we must distribute at least 90 percent of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) each year. We will be subject to U.S. federal income tax on our taxable income at regular corporate rates if we fail to qualify as a REIT for U.S. federal income tax purposes in any taxable year, or to the extent we distribute less than 100 percent of our REIT taxable income. We will also not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost. Even if we continue to qualify as a REIT for U.S. federal income tax purposes, we will be subject to certain state and local income, franchise and property taxes.

To maintain our qualification as a REIT under the Code, we cannot operate the hotels we own and acquire. Therefore, our Operating Partnership and its subsidiaries lease our hotel properties to our TRS lessees who in turn engage third-party eligible independent contractors to manage our hotels. The earnings of TRS lessees are subject to taxation like other regular C corporations.

Joint Venture

We hold a 99.99% controlling interest in The Liberty, a Luxury Collection Hotel, Boston. Since we hold a controlling interest, the joint venture has been consolidated in our financial statements. The 0.01% interest of the third-party partner is included in non-controlling interests in the consolidated balance sheets.

Human Capital

Our human capital management objectives are to attract, recruit, hire, develop and promote a highly talented, diverse workforce. We maintain strong corporate governance standards. We offer competitive compensation and benefits programs designed to create and maintain shareholder value and not encourage excessive risk-taking.

Inclusion, representation and diversity matter to us. We are committed to creating and maintaining a work environment of respect for all human beings regardless of race, gender identity, sexual orientation, accessibility needs, religion, political orientation, veteran status, and culture.

Creating a healthy environment for our employees is a top priority. We provide employees with standing desks, ergonomic desk chairs, a desk wellness series, and complimentary fitness center memberships. We are deeply committed to our community, through volunteering, donations, and sourcing locally, when available.

We currently employ 60 full-time employees. None of our employees is a member of a union. However, some employees of the hotel managers at several of our hotels are currently represented by labor unions and are subject to collective bargaining agreements.

Available Information

Our Internet website is located at www.pebblebrookhotels.com. Copies of the charters of the committees of our board of trustees, our code of business conduct and ethics and our corporate governance guidelines are available on our website. All reports that we have filed with the United States Securities and Exchange Commission (the "SEC") including this Annual Report on Form 10-K and our current reports on Form 8-K, can be obtained free of charge from the SEC's website at www.sec.gov or through our website.

Item 1A. Risk Factors.

The following summary and discussion sets forth some of the risks associated with our business and should be considered carefully. These risks are interrelated and you should treat them as a whole. Additional risks and uncertainties not presently known to us may also materially and adversely affect our business operations, the value of our shares and our ability to pay dividends to our shareholders. In connection with the forward-looking statements that appear in this Annual Report on Form 10-K, in these risk factors and elsewhere, you should carefully review the section titled “Forward-Looking Statements”.

Summary of Risk Factors

Risks Related to Our Business and Properties

•Risks related to the potential loss of our executive officers

•Risks related to third-party management companies

•Risks related to the purchase or sale of hotel properties

•Risks related to financing and use of financial institutions

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•Risks related to financial performance

•Risks related to restrictive covenants

•Risks related to highly competitive markets and regional downturns

•Risks related to our TRS lessee structure

•Risks related to joint ventures and franchise agreements

•Risks related to investment decisions

•Risks related to conflicts of interest

Risks Related to Debt and Financing

•Risks related to debt service obligations

•Risks related to our existing indebtedness

•Risks related to “cash trap” provisions

•Risks related to refinancing or defaulting on debt

•Risks related to acquiring outstanding debt

Risks Related to the Lodging Industry

•Risks related to COVID-19 or other pandemics

•Risks related to hotel profitability

•Risks related to operations

•Risks related to competition for acquisitions

•Risks related to the seasonality and cyclical nature of the lodging industry

•Risks related to capital expenditure requirements

•Risks related to hotel and resort development

•Risks related to changing technology and its effects on the lodging industry and cyber-attacks

•Risks related to hotel personnel and unionization

•Risks related to terrorist attacks

•Risks related to natural disasters, climate change and other environmental factors and regulations

•Risks related to underinsurance or lack of insurance

•Risks related to unknown or contingent liabilities

•Risks related to compliance with federal law and other legislative changes

•Risks related to potential litigation

General Risks Related to the Real Estate Industry

•Risks related to illiquidity of real estate investments

•Risks related to changing tax regimes in states and localities in which we own property

•Risks related to liabilities under environmental laws

Risks Related to Our Organization and Structure

•Risks related to change of control

•Risks related to ownership limitations in our declaration of trust

•Risks related to actions against our trustees and officers

•Risks related to changes in major policies

•Risks related to further issuances of securities

•Risks related to future offerings of debt securities or preferred shares

•Risks related to the rights of holders of common shares or preferred shares

•Risks related to employment agreements with our executive officers

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•Risks related to internal controls

U.S. Federal Income Tax Risk Factors

•Risks related to potential failures to qualify as a REIT, whether by us or by LaSalle prior to the merger

•Risks related to REIT requirements

•Risks related to distributions of REIT taxable income

•Risks related to our TRS and TRS lessees

•Risks related to our Operating Partnership

•Risks related to taxation on dividends

•Risks related to subsidiary REITs

•Risks related to revocation of our REIT qualification

•Risks related to share ownership restrictions

•Risks related to prohibited transactions tax

•Risks related to legislative or regulatory tax changes

Risks Related to Our Business and Properties

We depend on the efforts and expertise of our executive officers and would be adversely affected by the loss of their services.

We depend on the efforts and expertise of Jon E. Bortz, our Chairman and Chief Executive Officer, and our two other executive officers, to execute our business strategy. The loss of their services, and our inability to quickly identify and hire suitable replacements could adversely affect our business activities, including, without limitation, relationships with shareholders, lenders, management companies and other industry personnel.

Our returns could be negatively impacted if the third-party management companies that operate our hotels do not manage our hotel properties effectively.

Because U.S. federal income tax laws restrict REITs and their subsidiaries from operating or managing a hotel, we do not operate or manage any of our hotel properties. Instead, we lease all of our hotel properties to subsidiaries that qualify as TRSs, under applicable REIT laws, and our TRS lessees retain third-party managers to operate our hotels pursuant to management contracts. Our cash flow from the hotels may be adversely affected if our managers fail to provide quality services and amenities or if they or their affiliates fail to maintain a quality brand name. In addition, our managers or their affiliates may manage, and in some cases may own, invest in or provide credit support or operating guarantees, to hotels that compete with hotel properties that we own or acquire, which may result in conflicts of interest and decisions regarding the operation of our hotels that are not in our best interests.

We do not have the authority to require any hotel property to be operated in a particular manner or to govern any particular aspect of the daily operations of any hotel property (for example, setting room rates). Thus, even if we believe our hotels are being operated inefficiently or in a manner that does not result in satisfactory occupancy rates, RevPAR and ADR, we cannot force the management company to change its method of operating our hotels. We generally will attempt to resolve issues with our managers through discussions and negotiations. However, if we are unable to reach satisfactory results through discussions and negotiations, we may choose to litigate the dispute or submit the matter to third-party dispute resolution. We can only seek redress if a management company violates the terms of the applicable management contract with a TRS lessee, and then only to the extent of the remedies provided for under the terms of the management contract. Additionally, in the event that we need to replace any management company, we may be required by the terms of the management contract to pay substantial termination fees and may experience significant disruptions at the affected hotels.

Due to our exclusive focus on hotels and resorts, and our concentration in hotel investments primarily in major gateway urban and resort markets, a downturn in the lodging industry generally or regional downturns in the markets in which we operate would adversely affect our operations and financial condition.

Our primary business is hotel-related. Therefore, a downturn in the lodging industry, in general, and the segments and markets (especially West Coast major gateway metropolitan markets) in which we operate, in particular, would have a material adverse effect on our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

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If we cannot obtain financing, our growth will be limited.

To maintain our qualification as a REIT for U.S. federal income tax purposes, we are required to distribute at least 90 percent of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains) each year to our shareholders and we generally expect to make distributions in excess of such amount. As a result, our ability to retain earnings to fund acquisitions, redevelopment and development or other capital expenditures is and will continue to be limited. Although our business strategy contemplates future access to debt financing (in addition to our senior unsecured revolving credit facilities, senior notes and term loans) to fund acquisitions, redevelopment, development, return on investment initiatives and working capital requirements, there can be no assurance that we will be able to obtain such financing on favorable terms or at all. Events in financial markets have adversely impacted the credit markets, and they may do so in the future, and, as a result, credit can become significantly more expensive and difficult to obtain, if available at all. Tightening credit markets may have an adverse effect on our ability to obtain financing on favorable terms, if at all, thereby increasing financing costs and/or requiring us to accept financing with increased restrictions and/or significantly higher interest rates. If adverse conditions in the credit markets – in particular with respect to real estate or lodging industry finance – materially deteriorate, our business could be materially and adversely affected.

Our ability to make distributions to our shareholders is subject to fluctuations in our financial performance, operating results and capital improvements requirements.

To maintain our qualification as a REIT for U.S. federal income tax purposes, we are required to distribute at least 90 percent of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding any net capital gains) each year to our shareholders and we generally expect to make distributions in excess of such amount. In the event of downturns in our operating results, unanticipated capital improvements to our hotel properties or other factors, we may be unable to declare or pay distributions to our shareholders or may pay such distributions in a combination of cash and our common shares. The timing and amount of distributions are in the sole discretion of our board of trustees which will consider, among other factors, our financial performance, any debt service obligations, any debt covenants and capital expenditure requirements. We cannot assure you that we will generate sufficient cash in order to fund distributions.

We may pay taxable distributions in cash and our common shares, in which case shareholders may sell their common shares to pay tax on such distributions, placing downward pressure on the market price of our common shares.

We may distribute taxable distributions that are payable in cash and common shares at the election of each shareholder. If we made a taxable distribution payable in cash and common shares, taxable shareholders receiving such distributions will be required to include the full amount of the distribution as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, shareholders may be required to pay income tax with respect to such distributions in excess of the cash distributions received. If a U.S. shareholder sells the common shares that it receives as a distribution in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our common shares at the time of the sale. Furthermore, with respect to certain non-U.S. shareholders, we may be required to withhold U.S. federal income tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in common shares. If we made a taxable distribution payable in cash and our common shares and a significant number of our shareholders determine to sell our common shares in order to pay taxes owed on distributions, it may put downward pressure on the trading price of our common shares.

Restrictive covenants in our management contracts could preclude us from taking actions with respect to the sale or refinancing of a hotel property that would otherwise be in our best interest.

We may enter into management contracts that contain some restrictive covenants or acquire properties subject to existing management contracts that do not allow the flexibility we seek, including management contracts that restrict our ability to terminate the contract or require us to pay significant termination fees. For example, the terms of some management contracts may restrict our ability to sell a property unless the purchaser is not a competitor of the manager and assumes the related management contract and meets specified other conditions which may preclude us from taking actions that would otherwise be in our best interest or could cause us to incur substantial expense.

We invest primarily in the upper-upscale segment of the lodging market, which is highly competitive and generally subject to greater volatility than most other market segments and could negatively affect our profitability.

The upper-upscale segment of the hotel business is highly competitive. Our hotel properties compete on the basis of location, room rates, quality, service levels, reputation and reservations systems, among many factors. There are many competitors in the upper-upscale segment, and many of these competitors may have substantially greater marketing and financial resources than we have. This competition could reduce occupancy levels and RevPAR at our hotels. In addition, in periods of weak demand, as may occur during a general economic recession, profitability is adversely affected by the relatively high fixed costs of operating upper-upscale hotels.

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Our TRS lessee structure subjects us to the risk of increased hotel operating expenses.

Our leases with our TRS lessees require our TRS lessees to pay rent based in part on revenues from our hotels. Our operating risks include decreases in hotel revenues and increases in hotel operating expenses, which would adversely affect our TRS lessees' ability to pay rent due under the leases, including but not limited to increases in: wage and benefit costs, which may include an increase in minimum wages and health benefit costs; repair and maintenance expenses; property taxes; insurance costs; and other operating expenses. Increases in these operating expenses can have a significant adverse impact on our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

Our hotels operated under franchise agreements are subject to risks arising from adverse developments with respect to the franchise brand and to costs associated with maintaining the franchise license.

Certain of our hotel properties operate under franchise agreements and we anticipate that some of the hotels we acquire in the future will operate under franchise agreements. We are therefore subject to the risks associated with concentrating hotel investments in several franchise brands, including reductions in business following negative publicity related to one of the brands or the general decline of a brand.

Maintenance of franchise licenses for branded hotel properties is subject to franchisors' operating standards and other terms and conditions including the requirement to make certain capital improvements. Franchisors periodically inspect hotel properties to ensure that we and our lessees and management companies follow their standards. Failure by us, one of our TRS lessees or one of our third-party management companies to maintain these standards or other terms and conditions could result in a franchise license being canceled. If a franchise license is canceled due to our failure to make required improvements or to otherwise comply with its terms, we also may be liable to the franchisor for a termination payment, which varies by franchisor and by hotel property.

The loss of a franchise license could materially and adversely affect the operations and the underlying value of the hotel property because of the loss of associated name recognition, marketing support and centralized reservation system provided by the franchisor and adversely affect our revenues, financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

Any joint venture investments that we may make in the future could be adversely affected by our lack of sole decision-making authority, our reliance on our co-venturers' financial condition and disputes between us and our co-venturers.

We may co-invest in hotels in the future with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for a property, partnership, joint venture or other entity. In this event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments through partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, fail to fund their share of required capital contributions, make dubious business decisions or block or delay necessary decisions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or trustees from focusing their time and effort on our business. Consequently, action by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

Our senior executive officers have broad discretion to make investments, and they may make investments where the returns are substantially below expectations or which result in net operating losses.

Our senior executive officers have broad discretion, within the general investment criteria established by our board of trustees, to invest our capital and to determine the timing of such investments. In addition, our investment policies may be revised from time to time at the discretion of our board of trustees, without a vote of our shareholders. Such discretion could result in investments that may not yield returns consistent with expectations.

Some of our hotels are subject to rights of first offer which may adversely affect our ability to sell those properties on favorable terms or at all.

We are subject to a franchisor’s or operator’s right of first offer, in some instances. These third-party rights may adversely affect our ability to timely dispose of these properties on favorable terms, or at all.

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The purchase or sale of properties we put under contract may not be consummated.

From time to time, we enter into purchase and sale agreements for hotel properties. These transactions, whether or not consummated, require substantial time and attention from management. Furthermore, potential acquisitions and potential dispositions require significant expense, including expenses for due diligence, marketing, legal fees and related overhead. To the extent we do not consummate one or more of the transactions, these expenses will not be offset by revenues or proceeds from these properties or dispositions.

Our cash and cash equivalents are maintained in a limited number of financial institutions and the funds in those institutions may not be fully or federally insured.

We maintain cash balances in a limited number of financial institutions. Our cash balances are generally in excess of federally insured limits. The failure or collapse of one or more of these financial institutions may materially adversely affect our ability to recover our cash balances.

Our conflicts of interest policy may not adequately address all of the conflicts of interest that may arise with respect to our activities.

In order to avoid any actual or perceived conflicts of interest with our trustees, officers or employees, we have adopted a conflicts of interest policy to specifically address some of the potential conflicts relating to our activities. Although under this policy any transaction, agreement or relationship in which any of our trustees, officers or employees has an interest must have the approval of a majority of our disinterested trustees, there is no assurance that this policy will be adequate to address all of the conflicts that may arise or will address such conflicts in a manner that is favorable to us.

Risks Related to Debt and Financing

Debt service obligations could adversely affect our overall operating results, may require us to sell hotel properties, may jeopardize our qualification as a REIT and could adversely affect our ability to make distributions to our shareholders and the market price of our common shares.

Our business strategy includes the use of both secured and unsecured debt to finance long-term growth. Incurring debt subjects us to many risks, including the risks that our cash flow from operations will be insufficient to make required payments of principal and interest, our debt may increase our vulnerability to adverse economic and industry conditions, we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, and the terms of any refinancing will not be as favorable as the terms of the debt being refinanced.

We have placed and may in the future place mortgages on certain of our hotel properties to secure debt. To the extent we cannot meet any of our debt service obligations, we may be required to sell or we will risk losing to foreclosure some or all of our mortgaged hotel properties. If we are required to sell one or more of our hotel properties to meet debt service obligations, we may have to accept unfavorable terms. Also, covenants applicable to debt could impair our planned investment strategy and, if violated, result in a default. If we violate covenants relating to indebtedness, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. In addition, future indebtedness agreements may require that we meet certain covenant tests in order to make distributions to our shareholders.

Higher interest rates could increase debt service requirements on any of our floating rate debt, including our senior unsecured revolving credit facilities, and could reduce the amounts available for distribution to our shareholders, as well as reduce funds available for our operations, future business opportunities or other purposes. We have obtained, and we may in the future obtain, one or more forms of interest rate protection — in the form of swap agreements, interest rate cap contracts or similar agreements that are consistent with our intention to remain qualified as a REIT — to “hedge” against the possible negative effects of interest rate fluctuations. However, such hedging incurs costs and we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable.

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Our existing indebtedness contains financial covenants that could limit our operations and our ability to make distributions to our shareholders.

The credit agreements that govern our existing senior unsecured revolving credit facilities and unsecured term loan facilities contain financial and operating covenants, such as net worth requirements, fixed charge coverage, debt ratios and other limitations that restrict our ability to make distributions or other payments to our stockholders, sell all or substantially all of our assets and engage in mergers, consolidations and certain acquisitions without the consent of the lenders. In addition, property-level debt we enter into in the future may contain restrictions (including cash management provisions) that may under circumstances specified in the loan agreements prohibit our subsidiaries that own our hotels from making distributions or paying dividends, repaying loans to us or other subsidiaries or transferring any of their assets to us or another subsidiary which could adversely affect our ability to make distributions to our shareholders. Failure to meet our financial covenants could result from, among other things, changes in our results of operations, the incurrence of additional debt or changes in general economic conditions. Such failures could cause one or more of our lenders to accelerate the timing of payments and could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our shareholders. The terms of our debt may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our shareholders.

Our existing mortgage loan agreements contain, and mortgage loan agreements we may enter into in the future may contain, “cash trap” provisions that could limit our ability to make distributions to our shareholders.

Our existing mortgage loan agreements contain, and mortgage loan agreements we may enter into in the future may contain, cash trap provisions that may be triggered if the performance of the hotels securing the loans declines below a threshold. If these provisions are triggered, substantially all of the profit generated by the hotel will be deposited directly into a lockbox account and then swept into a cash management account for the benefit of the lender. In that event, cash would be distributed to us only after certain items are paid, including deposits into leasing and maintenance reserves and the payment of debt service, insurance, taxes, operating expenses and extraordinary capital expenditures and leasing expenses. This could adversely affect our liquidity and our ability to make distributions to our shareholders.

There is refinancing risk associated with our debt.

Our typical debt contains limited principal amortization; therefore, the vast majority of the principal must be repaid at the maturity of the loan in a so-called “balloon payment.” At the maturity of these loans, assuming we do not have sufficient funds to repay the debt, we will need to refinance the debt. If the credit environment is constrained at the time of our debt maturities, we would have a very difficult time refinancing debt or refinancing terms may be at substantially higher interest rates and/or lower proceeds. If we are unable to refinance our debt on acceptable terms, we may be forced to choose from a number of unfavorable options. These options include agreeing to otherwise unfavorable financing terms on one or more of our unencumbered assets, selling one or more hotels at disadvantageous terms, including unattractive prices, or defaulting on the mortgage and permitting the lender to foreclose. Any one of these options could have a material adverse effect on our business, financial condition, results of operations and our ability to make distributions to our shareholders.

If we default on our secured debt, the lenders may foreclose on our hotels.

All of our indebtedness for borrowed money, except our senior unsecured revolving credit facility, term loans and senior unsecured notes, is secured by either single property first mortgage liens or leasehold interests under the ground leases on the applicable hotel. If we default on any of the secured loans, the applicable lender will be able to foreclose on the property pledged to secure the loan.

In addition to causing us to lose the property, a foreclosure may result in taxable income. Under the Code, a foreclosure would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure even though we did not receive any cash proceeds. As a result, we may then be required to identify and utilize other sources of cash for distributions to our shareholders. If this occurs, our financial condition, cash flow and ability to satisfy our other debt obligations or ability to pay distributions may be adversely affected.

Acquiring outstanding debt secured by a hotel or resort property may expose us to risks of costs and delays in acquiring the underlying property.

We may acquire outstanding debt secured by a hotel or resort property from lenders and investors if we believe we can ultimately foreclose or otherwise acquire ownership of the underlying property in the near-term through foreclosure, deed-in-lieu of foreclosure or other means. However, if we do acquire such debt, borrowers may seek to assert various defenses to our foreclosure or other actions and we may not be successful in acquiring the underlying property on a timely basis, or at all, in which event we could incur significant costs and experience significant delays in acquiring such properties, all of which could adversely affect our financial performance and reduce our expected returns from such investments. In addition, we may not earn a current return on such investments particularly if the loan that we acquire is in default.

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Risks Related to the Lodging Industry

The COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on our financial condition, results of operations, cash flows, liquidity and prospects. The current, and uncertain future, impact of the COVID-19 pandemic, including its effect on the ability or desire of people to travel for leisure or for business, is expected to continue to adversely impact our financial condition, results of operations, cash flows, liquidity and prospects.

The COVID-19 pandemic and federal, state and local government responses and restrictions thereto have significantly disrupted, and are expected to continue to significantly disrupt, our business. As a result of this pandemic and subsequent government mandates and health official recommendations and restrictions, hotel demand was nearly eliminated during the second quarter of 2020 and occupancy levels reached historic lows. While our operations have significantly improved, they are still below pre-pandemic levels in some markets, and there can be no assurance that our operations will continue to improve or that our operations will not deteriorate again as a result of surges in the pandemic and government, business and individual responses. Certain states and cities, including those where our hotels are located, reacted to the pandemic by instituting quarantines, restrictions on travel, “shelter in place” rules, restrictions on the types of business that may continue to operate, and/or restrictions on the types of construction projects that may be reinstated. In response to the COVID-19 pandemic in 2020, we temporarily suspended operations at the vast majority of our hotels. The hotels reopened through the first half of 2021 and operations and occupancy began to increase through 2021 and 2022. The majority of our hotels have returned to normal operations although some markets are still recovering and have not yet reached pre-pandemic occupancy levels. Use of our cash during this period of lower demand and certain restrictive covenants of our credit agreements reduced the amount of cash available for hotel capital expenditures, future business opportunities and other purposes, including distributions to our shareholders. To preserve liquidity, we worked with our operators to significantly reduce staffing and expenses at our hotels, reduced the quarterly cash dividend on our common shares to $0.01 per share. While we have returned to positive cash flows, we cannot assure you that these steps will prove to be sufficient or that our forecast or the assumptions we used to estimate our liquidity requirements will be correct.

We are unable to predict whether we will need again to suspend operations temporarily at any of our hotels as a result of the outbreak of new variants of COVID-19 and government, business and individual responses to such outbreaks. Travel advisories and restrictions may be continued or reinstituted due to the continued outbreak or a resurgent outbreak of COVID-19. Furthermore, even in absence of such restrictions, travel demand may remain weak for a significant period of time as individuals or businesses may fear or restrict traveling. We are unable to predict if and when occupancy and the average daily rates at our hotels will return to pre-pandemic levels. Additionally, our hotels may be negatively impacted by adverse changes in the economy, including higher unemployment rates, declines in income levels, loss of personal wealth and possibly a national and/or global recession resulting from the impact of COVID-19 or other pandemics. Declines in demand trends, occupancy and the average daily rates at our hotels may indicate that one or more of our hotels is impaired, which would adversely affect our financial condition and results of operations.

Economic conditions may reduce demand for hotel properties and adversely affect hotel profitability.

The performance of the lodging industry has historically been closely linked to the performance of the general economy and, specifically, growth in U.S. Gross Domestic Product ("GDP"). It is also sensitive to business and personal discretionary spending levels. Declines in corporate travel budgets and consumer demand due to adverse general economic conditions, such as declines in U.S. GDP, risks affecting or reducing travel patterns (such as governmental restrictions on in-bound international travel), lower consumer confidence or adverse political conditions can lower the revenues and profitability of hotel properties and therefore the net operating profits of our TRS lessees to whom we lease our hotel properties. Another domestic or global economic downturn may lead to a significant decline in demand for products and services provided by the lodging industry, lower occupancy levels and significantly reduced room rates.

We cannot predict the pace or duration of the global economic cycles or the cycles in the lodging industry. A period of economic weakness would likely have an adverse impact on our revenues and negatively affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

Our operating results and ability to make distributions to our shareholders may be adversely affected by various operating risks common to the lodging industry.

Our hotel properties have different economic characteristics than many other real estate assets and a hotel REIT is structured differently than many other types of REITs. Our TRS lessees engage hotel managers pursuant to management contracts and pay the managers fees for managing the hotels. The TRS lessees receive all the operating profit or losses of the hotels. Moreover, virtually all hotel guests stay at a hotel for only a few nights at a time, so the rate and occupancy at each of our hotels change daily. As a result, we may have highly volatile earnings.

In addition, our hotel properties are subject to various operating risks common to the lodging industry, many of which are beyond our control, including the following:

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•competition from other hotel properties and non-hotel properties that provide nightly and short-term rentals in our markets;

•over building of new hotels in our markets, which could adversely affect occupancy and revenues at our hotel properties;

•dependence on business and commercial travelers, conventions and tourism;

•increases in energy costs, airplane fares, government taxes and fees, and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists;

•increases in operating costs due to inflation and other factors that may not be offset by increased room rates;

•changes in interest rates and in the availability, cost and terms of debt financing;

•changes in governmental laws and regulations (including minimum wage increases), fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;

•adverse effects of international, national, regional and local economic and market conditions;

•labor strikes or disruptions;

•unforeseen events beyond our control, such as terrorist attacks, cyber-attacks, travel-related health concerns and restrictions as a result of pandemics and epidemics such as H1N1 influenza (swine flu), avian bird flu, Zika virus, SARS, MERS and COVID-19 (coronavirus), political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes;

•strength of the U.S. dollar which may reduce in-bound international travel and encourage out-bound international travel;

•adverse effects of a downturn in the lodging industry; and

•risks generally associated with the ownership of hotel properties and real estate, as we discuss in more detail below.

These factors could reduce the revenues and net operating profits of our TRS lessees, which in turn could adversely affect our financial condition, results of operations, the market price of our common shares, and our ability to make distributions to our shareholders.

Competition for acquisitions may reduce the number of properties we can acquire.

We compete for investment opportunities with entities that may have substantially greater financial and other resources than we have. These entities generally may be able to accept more risk than we can prudently manage. This competition may generally limit the number of suitable investment opportunities offered to us or the number of properties that we are able to acquire. This competition may also increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms.

The seasonality of the lodging industry may cause fluctuations in our quarterly revenues that cause us to borrow money to fund distributions to our shareholders.

The lodging industry is seasonal in nature. This seasonality can be expected to cause quarterly fluctuations in our revenues. Our quarterly earnings may be adversely affected by factors outside our control, including weather conditions and poor economic factors. As a result, we may have to enter into short-term borrowings in certain quarters in order to offset these fluctuations in revenues and to make distributions to our shareholders.

The cyclical nature of the lodging industry may cause the returns from our investments to be less than we expect.

The lodging industry is highly cyclical in nature. Fluctuations in lodging demand and, therefore, hotel operating performance, are caused largely by general economic and local market conditions, which subsequently affect levels of business and leisure travel. In addition to general economic conditions, new hotel room supply is an important factor that can affect lodging industry fundamentals, and over-building has the potential to exacerbate the negative impact of poor economic conditions. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. A decline in lodging demand, or a continued growth in lodging supply, could result in continued deterioration in lodging industry fundamentals and returns that are substantially below expectations, or result in losses, which could adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

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Capital expenditure requirements at our properties may be costly and require us to incur debt, postpone improvements, reduce distributions or otherwise adversely affect the results of our operations and the market price of our common shares.

Some of the hotel properties we acquire need renovations and capital improvements at the time of acquisition and all the hotel properties we have acquired and will acquire in the future will have an ongoing need for renovations and other capital improvements, including replacement, from time to time, of furniture, fixtures and equipment. The franchisors, if any, of our hotel properties also require periodic capital improvements as a condition to our maintaining the franchise licenses. In addition, our lenders often require that we set aside annual amounts for capital improvements to our hotel properties. These capital improvements may give rise to the following risks:

•possible environmental problems;

•construction cost overruns and delays, including those caused by supply chain disruptions;

•the possibility that revenues will be reduced while rooms or restaurants are out of service due to capital improvement projects;

•a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and

•uncertainties as to market demand or a loss of market demand after capital improvements have begun.

The costs of renovations and capital improvements could adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

Hotel and resort development and redevelopment is subject to timing, budgeting and other risks that may adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

We may engage in hotel development and redevelopment if suitable opportunities arise. Hotel development and redevelopment involves a number of risks, including risks associated with:

•construction delays or cost overruns that may increase project costs;

•the receipt of zoning, occupancy and other required governmental permits and authorizations;

•development costs incurred for projects that are not pursued to completion;

•acts of God such as earthquakes, hurricanes, floods or fires that could adversely impact a project;

•the negative impact of construction on operating performance during and soon after the construction period;

•the ability to raise capital; and

•governmental restrictions on the nature or size of a project.

We cannot assure you that any development or redevelopment project will be completed on time or within budget. Our inability to complete a project on time or within budget could adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

The increasing use by consumers of Internet travel intermediaries and alternative lodging marketplaces may reduce our revenues.

Some of our hotel rooms are booked through Internet travel intermediaries, such as Travelocity.com, Expedia.com, Booking.com and Priceline.com. As bookings through these intermediaries increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from the management companies that operate the hotels we own and acquire. Moreover, some of these Internet travel intermediaries attempt to offer hotel rooms as a commodity by increasing the importance of price and general quality indicators (such as “three-star downtown hotel”), at the expense of brand identification, quality of product or service. These intermediaries hope that consumers will eventually develop brand loyalties to their reservations system rather than to lodging brands or properties. Additional sources of competition, such as alternative lodging marketplaces like Airbnb, may, as they become more accepted, lead to a reduced demand for conventional hotel guest rooms and to an increased supply of lodging alternatives. If the amount of bookings made through Internet travel intermediaries or the use of alternative lodging marketplaces prove to be more significant than we expect, profitability may be lower than expected, and our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders may be adversely affected.

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We may be adversely affected by increased use of business-related technology which may reduce the need for business-related travel.

The increased use of teleconference and video-conference technology by businesses, particularly given its widespread use and increased acceptance during the COVID-19 pandemic, could result in decreased business travel as companies increase the use of technologies that allow multiple parties from different locations to participate at meetings without traveling to a centralized meeting location. To the extent that such technologies play an increased role in day-to-day business and the necessity for business-related travel decreases, hotel room demand may decrease and our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders may be adversely affected.

Our hotel managers and we rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

Our hotel managers and we rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and manage or support various business processes, including financial transactions and records, personal identifying information, reservations, billing and operating data. Our hotel managers and we purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as individually identifiable information, including information relating to financial accounts. Recently, several hotels and hotel management companies have been subject to successful cyber-attacks, including those seeking guest credit card information or impacting the ability of our hotel managers to operate. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent the systems' improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, ransomware, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information or theft of corporate funds and expose us to claims by guests whose personal information is accessed. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, delay or disrupt our financial reporting, damage our reputation, subject us to liability claims or regulatory penalties and have a material adverse effect on our business, financial condition and results of operations.

Many of our hotel managers carry cyber insurance policies to protect and offset a portion of potential costs incurred from a security breach. Additionally, we currently have cyber insurance policies to provide supplemental coverage above the coverage carried by our third-party managers. Despite various precautionary steps to protect our hotels from losses resulting from cyber-attacks, any cyber-attack occurrence could still result in losses at our properties, which could affect our results of operations. 

For more information regarding cybersecurity risk and our management of it, see Part I, Item 1C of this Annual Report on Form 10-K.

We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.

Our third-party hotel managers are responsible for hiring and maintaining the labor force at our hotels. Although we do not directly employ or manage employees at our hotels, we are subject to risks associated with the employment of hotel personnel, particularly at those hotels with unionized labor. From time to time, strikes, lockouts, public demonstrations or other negative actions and publicity may disrupt hotel operations. In addition, we may be affected by shortages of qualified labor. If our managers cannot hire qualified labor for reasonable wages or at all, our indirect labor costs may rise and our hotel customers may not receive adequate service. We also may incur increased legal costs and indirect labor costs as a result of contract disputes or other events. The resolution of labor disputes or new or re-negotiated labor contracts could lead to increased labor costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. Furthermore, collective bargaining agreements, negotiated between the hotel managers and labor unions, may limit the ability of the hotel managers to reduce the size of hotel workforces during economic downturns. We cannot control negotiations between hotel managers and labor unions. In addition, we believe that unions are generally becoming more aggressive about organizing workers at hotels in certain locations. Potential labor activities at these hotels could significantly increase the administrative, labor and legal expenses of the third-party management companies operating these hotels and reduce our profits. The unionization of additional employees at our hotels or increased labor shortages could have a material adverse effect on our business, financial condition and results of operations.

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Terrorist attacks or changes in terror alert levels could adversely affect travel and hotel demand.

Previous terrorist attacks and subsequent terrorist alerts have adversely affected the U.S. travel and hospitality industries over the past several years, often disproportionately to the effect on the overall economy. The impact that terrorist attacks in the U.S. or elsewhere could have on domestic and international travel and our business in particular cannot be definitively determined, but any such attacks or the threat of such attacks could have a material adverse effect on our business, our ability to finance our business, our ability to insure our properties and our results of operations and financial condition.

We face risks associated with natural disasters and the direct and indirect physical effects of climate change, which may include more frequent and more severe storms, hurricanes, flooding, droughts and wildfires, any of which could have a material adverse effect on our hotel properties, operations, cash flows and financing options.

We are subject to the risks associated with the direct and indirect physical effects of climate change, which can include more frequent and more severe storms, hurricanes, flooding, droughts, wildfires and power outages, any of which could have a material adverse effect on our hotels, operating results and cash flows. To the extent climate change causes changes in weather patterns, our markets, particularly our coastal markets, could experience increases in storm frequency and intensity and rising sea levels interrupting our operations and causing damage to our hotels. As a result, we could become subject to significant losses and repair costs that may not be fully covered by insurance. Our markets in more remote locations may experience prolonged variations in temperature or precipitation that may limit access to the water needed to operate our hotels or significantly increase energy costs, which may subject those hotels to additional regulatory burdens, such as limitations on water usage or stricter energy efficiency standards. Climate change also may affect our business by increasing the cost of (or even making unavailable) property insurance on terms we find acceptable in areas most vulnerable to such events, increasing operating costs at our hotels, such as the cost of water or energy, and requiring us to expend funds as we seek to mitigate, repair and protect our hotels against such risks. A tightening of credit markets for, or a reduction in the availability of capital to, borrowers whose assets are in areas that are particularly adversely affected by the effects of climate change may reduce our ability to obtain financing on favorable terms, or at all, thereby increasing financing costs and/or requiring us to accept financing with increased restrictions and/or significantly higher interest rates, which could have a material adverse effect on our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

We are subject to operational risks associated with complying with increased environmental-related regulations, aligning with investor requirements concerning environmental issues and meeting shifting consumer preferences with regard to the environment. In an effort to mitigate the impact of climate change, our hotels could become subject to increased governmental regulations mandating energy efficiency standards, the usage of sustainable energy sources and updated equipment specifications, which may require additional capital investments or increased operating costs. Climate change may also affect our business by causing a shift in consumer preferences for sustainable travel. Our hotels may be subject to additional costs to manage consumer expectations for sustainable buildings and hotel operations.

There can be no assurance that climate change will not have a material adverse effect on our hotels, operating results or cash flows.

Uninsured and underinsured losses could result in a loss of capital.

We maintain comprehensive property insurance on each of our hotel properties, including liability, fire and extended coverage, of the type and amount we believe are customarily obtained for or by hotel owners. There are no assurances that coverage will remain available at reasonable rates. Various types of catastrophic losses, like earthquakes and floods, and losses from terrorist activities, may not be insurable in whole or in part or may not be available on terms that we consider acceptable.

In the event of a substantial loss, our insurance coverage may not be sufficient to cover the full market value or replacement cost of our lost investment. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel property, as well as the anticipated future revenue from the property. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate a hotel after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed property.

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Our hotels may be subject to unknown or contingent liabilities which could cause us to incur substantial costs.

The hotel properties that we own or may acquire are or may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the sales of the hotel properties may not survive the closing of the transactions. While we will seek to require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification may be limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these hotels may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

Noncompliance with environmental laws and regulations could subject us to fines and liabilities which could adversely affect our operating results.

Our hotel properties are subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require us, as an owner of a contaminated property, to clean up the property, even if we did not know of or were not responsible for the contamination. These laws also apply to persons who owned a property at the time it became contaminated, and therefore it is possible we could incur cleanup costs even after we sell some of the properties we acquire. In addition to cleanup costs, environmental contamination can affect the value of a property and, therefore, an owner's ability to borrow funds using the property as collateral or to sell the property. Under environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment. A person that arranges for the disposal or transports for disposal or treatment of a hazardous substance at a property owned by another may be liable for the costs of removal or remediation of hazardous substances released into the environment at that property.

Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. For instance, a person exposed to asbestos while staying in a hotel may seek to recover damages if they suffer injury from the asbestos. Also, some of these environmental laws restrict the use of a property or place conditions on various activities. An example would be laws requiring a business to use chemicals (such as swimming pool chemicals at a hotel property) to manage them carefully and notify local officials that the chemicals are being used.

We could be responsible for any of the costs discussed above. The costs to clean up a contaminated property, to defend against a claim, or to comply with environmental laws could be material and could adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

As a result, we may become subject to material environmental liabilities. We can make no assurances that future laws or regulations will not impose material environmental liabilities or that the current environmental condition of our hotel properties will not be affected by the condition of the properties in the vicinity of our hotel properties (such as the presence of leaking underground storage tanks) or by third parties unrelated to us.

Our hotel properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor mold exposure has been increasing as exposure to mold may cause various adverse health effects and symptoms, including allergic or other reactions. Some of our properties may contain microbial matter such as mold and mildew. The presence of significant mold at any of our hotel properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. The presence of significant mold could expose us to liability from hotel guests, hotel employees and others if property damage or health concerns arise.

Compliance with the Americans with Disabilities Act could require us to incur substantial costs.

Under the ADA, all public accommodations must meet various federal requirements related to access and use by disabled persons. While we believe that our hotels substantially comply with these requirements, a determination to the contrary could require removal of access barriers and non-compliance could result in litigation costs, costs to remediate deficiencies, U.S. government fines or damages to private litigants.

If we are required to make substantial modifications to our hotel properties, whether to comply with the ADA or other changes in governmental rules and regulations, our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders could be adversely affected.

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The nature of the operations of our hotels exposes us to the risk of claims and litigation that may arise in the normal course of business.

 As owners of hotel properties, we face potential claims, litigation and threatened litigation from guests, visitors to our properties, contractors, sub-contractors and others. These claims and proceedings are inherently uncertain and their costs and outcomes cannot be predicted with certainty. Regardless of their outcomes, such claims and legal proceedings can adversely impact us because of the legal and other costs, diversion of management time and resources and other factors. Although our hotel management companies and we maintain insurance covering some of these matters, it is possible that one or more claims, suits or proceedings may not be covered by insurance and could result in substantial costs, judgments, fines and penalties that could adversely affect our business, consolidated financial position, results of operations or cash flows.

A delay in approving a budget and/or continuing appropriation legislation to fund the operations of the federal government, failure to raise the borrowing limit for the federal government, and other legislative changes and governmental disruptions could affect travel directly and indirectly and may thereby negatively impact our revenues and cash available for distributions.

The delay in approving a budget and continuing appropriation legislation to fund the federal government's operations caused many federal agencies to cease or curtail some activities during the fourth quarter of 2013 and for an even longer period of time beginning in the fourth quarter of 2018. There can be no assurance that similar action or inaction by federal or state government agencies, or other efforts to reduce government expenditures or growth, will not occur again in future periods, resulting in difficulties and discouraging travel or meetings and conferences. The reduction in income from both businesses and federal government employees and the possibility of another federal government impasse may adversely affect consumer confidence or may discourage both business and leisure travel, resulting in the deferral or cancellation of travel and a negative effect on our group and transient revenues in the future. Such impacts could have a material adverse impact on our consolidated financial statements.

General Risks Related to the Real Estate Industry

Illiquidity of real estate investments could significantly impede our ability to sell hotels or otherwise respond to adverse changes in the performance of our hotel properties.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more hotel properties for reasonable prices in response to changing economic, financial and investment conditions will be limited. The real estate market is affected by many factors beyond our control, including:

•adverse changes in international, national, regional and local economic and market conditions;

•changes in interest rates and in the availability, cost and terms of debt financing;

•changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;

•the ongoing need for capital improvements, particularly in older structures;

•changes in operating expenses; and

•civil unrest, acts of God, including earthquakes, floods, wildfires and other natural disasters, which may result in uninsured losses, and acts of war or terrorism.

We have acquired hotels, and may acquire additional hotels in the future, subject to ground leases or other leasehold interests. Sales of property subject to such leases may require the lessors' consent. This consent requirement may make selling or financing the hotels more difficult or expensive subject to ground leases or other leasehold interests.

We may decide to sell hotel properties in the future. We cannot predict whether we will be able to sell any hotel property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and close a hotel property sale.

We may be required to expend funds to correct defects or to make improvements before a hotel property can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements. In acquiring a hotel property, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of the hotel properties or a need for liquidity could adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

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If states and localities in which we own material amounts of property or conduct material amounts of business raise their income and property tax rates or amend their tax regimes in a manner that increases our state and local tax liabilities, we would have less cash available for distribution to our shareholders and the market price of our shares could be adversely affected.

We and our subsidiaries are subject to income tax and other taxes by states and localities in which we conduct business. Additionally, we are and will continue to be subject to property taxes in states and localities in which we own property, and our TRS lessees are and will continue to be subject to federal, state and local corporate income tax. States and localities may seek additional sources of revenue to reduce budget deficits and otherwise improve their financial condition or provide more services, they may, among other steps, raise income and property tax rates and/or amend their tax regimes to eliminate for state income tax purposes the favorable tax treatment REITs enjoy for U.S. federal income tax purposes. We cannot predict when or if any states or localities would make any such changes, or what form those changes would take. If states and localities in which we own material amounts of property or conduct material amounts of business make changes to their tax rates or tax regimes that increase our state and local tax liabilities, such increases would reduce the amount of cash available for distribution to our shareholders and could adversely affect the market price of our shares.

The costs of compliance with or liabilities under environmental laws could significantly reduce our profitability.

Operating expenses at our hotels could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition, an owner of real property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We may face liability regardless of:

•our lack of knowledge of the contamination;

•the timing of the contamination;

•the cause of the contamination; or

•the party responsible for the contamination of the property.

Environmental laws also impose ongoing compliance requirements on owners and operators of real property. Environmental laws potentially affecting us address a wide variety of matters, including, but not limited to, asbestos-containing building materials ("ACBMs"), storage tanks, storm water and wastewater discharges, lead-based paint, mold/mildew and hazardous wastes. Failure to comply with these laws could result in fines and penalties and/or expose us to third-party liability. Some of our properties may have conditions that are subject to these requirements, and we could be liable for such fines or penalties and/or liable to third parties.

Certain hotel properties we own or may own in the future may contain, or may have contained, ACBMs. Environmental laws require that ACBMs be properly managed and maintained and may impose fines and penalties on building owners and operators for failure to comply with these requirements. Also, certain properties may be adjacent or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. These operations create a potential for the release of petroleum products or other hazardous or toxic substances. Third parties may be permitted by law to seek recovery from owners or operators for property damage and/or personal injury associated with exposure to contaminants, including, but not limited to, petroleum products, hazardous or toxic substances and asbestos fibers.

We have obtained Phase I ESAs on our hotel properties and expect to do so for hotel properties we acquire in the future. ESAs are intended to evaluate information regarding the environmental condition of the surveyed property and surrounding properties based generally on visual observations, interviews and certain publicly available databases. These assessments do not typically take into account all environmental issues including, but not limited to, testing of soil or groundwater or the possible presence of asbestos, lead-based paint, radon, wetlands or mold. As a result, these assessments may fail to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may arise after the ESAs and future laws, ordinances or regulations may impose material additional environmental liability. We cannot assure you that costs of future environmental compliance will not affect our ability to make distributions to our shareholders or that such costs or other remedial measures will not be material to us.

The presence of hazardous substances on a property may limit our ability to sell the property on favorable terms or at all, and we may incur substantial remediation costs. The discovery of material environmental liabilities at our properties could subject us to unanticipated significant costs, which could significantly reduce our profitability and the cash available for distribution to our shareholders.

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Risks Related to Our Organization and Structure

Provisions of our declaration of trust may limit the ability of a third party to acquire control of us by authorizing our board of trustees to authorize issuances of additional securities.

Our declaration of trust authorizes our board of trustees to issue up to 500,000,000 common shares and up to 100,000,000 preferred shares. In addition, our board of trustees may, without shareholder approval, amend our declaration of trust to increase the aggregate number of our shares or the number of shares of any class or series that we have the authority to issue and to classify or reclassify any unissued common shares or preferred shares and to set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of trustees may authorize the issuance of additional shares or establish a series of common or preferred shares that may have the effect of delaying or preventing a change in control of our company, including transactions at a premium over the market price of our shares, even if shareholders believe that a change of control is in their interest.

Provisions of Maryland law may limit the ability of a third party to acquire control of us by requiring our board of trustees or shareholders to approve proposals to acquire our company or effect a change of control.

Certain provisions of the Maryland General Corporation Law (the "MGCL") applicable to Maryland real estate investment trusts may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide our common shareholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10 percent or more of the voting power of our shares) or an affiliate of any interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes special appraisal rights and special shareholder voting requirements on these combinations; and

•“control share” provisions that provide that our “control shares” (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

By resolution of our board of trustees, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our board of trustees (including a majority of trustees who are not affiliates or associates of such persons). Pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our board of trustees may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

Additionally, Title 8, Subtitle 3 of the MGCL permits our board of trustees, without shareholder approval and regardless of what is currently provided in our declaration of trust or bylaws, to implement certain takeover defenses, such as a classified board. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our common shareholders with the opportunity to realize a premium over the then current market price. In October 2015, we opted out of the classified board provision of Title 8, Subtitle 3 of the MGCL and prohibited ourselves from opting back into that provision without prior approval of our shareholders.

The ownership limitations in our declaration of trust may restrict or prevent shareholders from engaging in certain transfers of our common shares.

To maintain our qualification as a REIT for U.S. federal income tax purposes, no more than 50 percent in value of our outstanding shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the U.S. federal income tax laws to include various kinds of entities) during the last half of any taxable year. To assist us in maintaining our qualification as a REIT, our declaration of trust contains a share ownership limit. Generally, any of our shares owned by affiliated owners will be added together for purposes of the share ownership limit.

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If anyone transfers our shares in a way that would violate the share ownership limit or prevent us from qualifying as a REIT under the U.S. federal income tax laws, those shares instead will be transferred to a trust for the benefit of a charitable beneficiary and will be either redeemed by us or sold to a person whose ownership of the shares will not violate the share ownership limit or we will consider the transfer to be null and void from the outset, and the intended transferee of those shares will be deemed never to have owned the shares. Anyone who acquires our shares in violation of the share ownership limit or the other restrictions on transfer in our declaration of trust bears the risk of suffering a financial loss when the shares are redeemed or sold if the market price of our shares falls between the date of purchase and the date of redemption or sale.

In addition, these ownership limitations may prevent an acquisition of control of us by a third party without our board of trustees' approval, even if our shareholders believe the change of control is in their interest.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit shareholders' recourse in the event of actions not in their best interests.

Under Maryland law, generally, a trustee's actions will be upheld if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our declaration of trust limits the liability of our trustees and officers to us and our shareholders for money damages, except for liability resulting from:

•actual receipt of an improper benefit or profit in money, property or services; or

•active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our declaration of trust authorizes us to indemnify our trustees and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. Our bylaws require us to indemnify each trustee or officer, to the maximum extent permitted by Maryland law, in defense of any proceeding to which they are made, or threatened to be made, a party by reason of their service to us. In addition, we have entered into indemnification agreements with our officers and trustees and we may be obligated to fund the defense costs incurred by our trustees and officers. As a result, we and our shareholders may have more limited rights against our trustees and officers than might otherwise exist absent the current provisions in our declaration of trust and bylaws or that might exist with other companies.

Our declaration of trust contains provisions that make removal of our trustees difficult, making it difficult for our shareholders to effect changes to our management.

Our declaration of trust provides that a trustee may be removed only for cause (as defined in our declaration of trust) and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees. Our declaration of trust also provides that vacancies on our board of trustees may be filled only by a majority of the remaining trustees in office, even if less than a quorum. These requirements prevent shareholders from removing trustees except for cause and with a substantial affirmative vote and from replacing trustees with their own nominees and may prevent a change in control of our company that is in the best interests of our shareholders.

The ability of our board of trustees to change our major policies without the consent of shareholders may not be in our shareholders' interest.

Our board of trustees determines our major policies, including policies and guidelines relating to our acquisitions, leverage, financing, growth, operations and distributions to shareholders. Our board of trustees may amend or revise these and other policies and guidelines from time to time without the vote or consent of our shareholders. Accordingly, our shareholders will have limited control over changes in our policies and those changes could adversely affect our financial condition, results of operations, the market price of our common shares and our ability to make distributions to our shareholders.

Further issuances of equity securities may be dilutive to current shareholders.

We expect to issue additional common shares or preferred shares to raise the capital necessary to finance hotel acquisitions or improvements, refinance debt or pay portions of future dividends. In addition, we may issue units in our Operating Partnership, which are redeemable on a one-for-one basis for our common shares, to acquire hotels. Such issuances could result in dilution of our shareholders' equity interests.

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Future offerings of debt securities or preferred shares, which would be senior to our common shares upon liquidation and for the purpose of distributions, may cause the market price of our common shares to decline.

We have issued eight series of preferred shares, of which we have repurchased four and four remain outstanding, and three series of senior unsecured notes. In the future, we may increase our capital resources by making debt or equity securities offerings, including senior or subordinated notes, additional series of preferred shares and common shares. We will be able to issue additional common shares or preferred shares without shareholder approval, unless shareholder approval is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Upon liquidation, holders of our debt securities and preferred shares and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common shares. Additional equity offerings could significantly dilute the holdings of our existing shareholders or reduce the market price of our common shares, or both. Holders of our common shares are not entitled to preemptive rights or other protections against dilution. Preferred shares and debt, if issued, have a preference on liquidating distributions or a preference on dividend or interest payments that could limit our ability to make a distribution to the holders of our common shares. Because our decision to issue securities will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of our future securities issuances reducing the market price of our common shares and diluting their interest.

Holders of our outstanding preferred shares have dividend, liquidation and other rights that are senior to the rights of the holders of our common shares.

Our board of trustees has the authority to designate and issue preferred shares with liquidation, dividend and other rights that are senior to those of our common shares. As of December 31, 2023, 4,400,000 shares of our 6.375% Series E Cumulative Redeemable Preferred Shares (the “Series E Preferred Shares”), 6,000,000 shares of our 6.30% Series F Cumulative Redeemable Preferred Shares (the “Series F Preferred Shares”), 9,200,000 shares of our 6.375% Series G Cumulative Redeemable Preferred Shares (the “Series G Preferred Shares”) and 8,000,000 shares of our 5.70% Series H Cumulative Redeemable Preferred Shares (the “Series H Preferred Shares”) were issued and outstanding. The aggregate liquidation preference with respect to the outstanding preferred shares is approximately $690.0 million as of December 31, 2023, and aggregate annual dividends on our outstanding preferred shares of approximately $47.2 million. Holders of any of these preferred shares are entitled to cumulative dividends before any dividends may be declared or set aside on our common shares. Upon our voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to holders of our common shares, holders of these preferred shares are entitled to receive a liquidation preference of $25.00 per share plus any accrued and unpaid distributions. This will reduce the remaining amount of our assets, if any, available to distribute to holders of our common shares. In addition, holders of these preferred shares have the right to elect two additional trustees to our board of trustees whenever dividends on the preferred shares are in arrears for six or more quarterly dividends, whether or not consecutive.

The change of control conversion and redemption features of the Series E Preferred Shares, the Series F Preferred Shares, the Series G Preferred Shares and the Series H Preferred Shares may make it more difficult for a party to take over our company or discourage a party from taking over our company.

Upon the occurrence of a change of control (as defined in our declaration of trust) as the result of which our common shares and the common securities of the acquiring or surviving entity (or American Depositary Receipts representing such securities) are not listed on the New York Stock Exchange (the “NYSE”), the NYSE American LLC or Nasdaq or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American LLC or Nasdaq, holders of Series E Preferred Shares, Series F Preferred Shares, Series G Preferred Shares or Series H Preferred Shares will have the right (unless, as provided in our declaration of trust, we have provided or provide notice of our election to redeem the applicable series) to convert some or all of their preferred shares into our common shares (or equivalent value of alternative consideration), and under these circumstances we will also have a special optional redemption right to redeem such shares. Upon such a conversion, holders of Series E Preferred Shares will be limited to a maximum number of our common shares equal to 1.9372 multiplied by the number of Series E Preferred Shares converted, holders of Series F Preferred Shares will be limited to a maximum number of our common shares equal to 2.0649 multiplied by the number of Series F Preferred Shares converted, holders of Series G Preferred Shares will be limited to a maximum number of our common shares equal to 2.1231 multiplied by the number of Series G Preferred Shares converted and holders of Series H Preferred Shares will be limited to a maximum number of our common shares equal to 2.2311 multiplied by the number of Series H Preferred Shares converted. In addition, those features of the Series E Preferred Shares, Series F Preferred Shares, Series G Preferred Shares and Series H Preferred Shares may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change of control of our company under circumstances that otherwise could provide the holders of our common shares, Series E Preferred Shares, Series F Preferred Shares, Series G Preferred Shares or Series H Preferred Shares with the opportunity to realize a premium over the then-current market price or that shareholders may otherwise believe is in their best interests.

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We have entered into an agreement with each of our executive officers that requires us to make payments in the event the officer's employment is terminated by us without cause, by the officer for good reason or under certain circumstances following a change of control of our company.

The agreements that we have entered into with our executive officers provide benefits under certain circumstances that could make it more difficult or expensive for us to terminate these officers and may prevent or deter a change of control of our company that would otherwise be in the interest of our shareholders.

If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial results, which could harm our business and the value of our common shares.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting and have our independent auditors annually issue their own opinion on our internal controls over financial reporting. We cannot be certain that we will be successful in maintaining adequate internal controls over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. If we or our independent auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market value of our common shares. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner.

U.S. Federal Income Tax Risk Factors

Our failure to maintain our qualification as a REIT would result in higher taxes and reduced cash available for distribution to our shareholders.

We have elected to be taxed as a REIT for U.S. federal income tax purposes. However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which only a limited number of judicial and administrative interpretations exist. Even an inadvertent or technical mistake could jeopardize our REIT qualification. Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution, shareholder ownership and other requirements on a continuing basis.

Moreover, new tax legislation, administrative guidance or court decisions, in each instance potentially applicable with retroactive effect, could make it more difficult or impossible for us to maintain our qualification as a REIT. If we were to fail to qualify as a REIT in any taxable year, we would be subject to U.S. federal income tax on our taxable income at regular corporate rates, and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of our shares. If, for any reason, we ceased to qualify as a REIT and we were not entitled to relief under certain Code provisions, we would be unable to elect REIT status for the four taxable years following the year during which we ceased to so qualify which would negatively impact the value of our shares.

In addition, if we fail to maintain our qualification as a REIT, we will no longer be required to make distributions to shareholders, and all distributions to shareholders will be subject to tax as dividend income to the extent of our current and accumulated earnings and profits. As a result of all these factors, our failure to maintain our qualification as a REIT could impair our ability to execute our business and growth strategies, as well as make it more difficult for us to raise capital and service our indebtedness.

We could face adverse tax consequences if LaSalle failed to qualify as a REIT prior to the merger.

In connection with the closing of the merger, we received an opinion of counsel to the effect that LaSalle qualified as a REIT for U.S. federal income tax purposes through the time of the merger. However, we did not request a ruling from the IRS that LaSalle qualified as a REIT. Notwithstanding the opinion of counsel, if the IRS successfully challenged LaSalle’s REIT status prior to the merger, we could face adverse tax consequences, including:

•succeeding to LaSalle’s liability for U.S. federal income taxes at regular corporate rates for the periods in which LaSalle failed to qualify as a REIT (without regard to the deduction for dividends paid for such periods);

•succeeding to any built-in gain on LaSalle’s assets, for which we could be liable for U.S. federal income tax at regular corporate rates, if we were to recognize such gain in the five-year period following the merger; and

•succeeding to LaSalle’s earnings and profits accumulated during the periods in which LaSalle failed to qualify as a REIT, which we would be required to distribute to our shareholders in order to satisfy the REIT distribution requirements and avoid the imposition of any excise tax.

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As a result, we would have less cash available for operations and distributions to our shareholders, which could require us to raise capital on unfavorable terms or pay deficiency dividends.

Complying with REIT requirements may cause us to forego otherwise attractive business opportunities or liquidate otherwise attractive investments.

To maintain our qualification as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our shares. In order to meet these tests, we may be required to forego investments we might otherwise make. Thus, compliance with the REIT requirements may hinder our performance.

In particular, we must ensure that at the end of each calendar quarter, at least 75 percent of the value of our assets consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10 percent of the outstanding voting securities of any one issuer or more than 10 percent of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5 percent of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20 percent of the value of our total assets can be represented by the securities of one or more TRSs and no more than 25 percent of our assets can be represented by debt of "publicly offered REITs" (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act) that is not secured by real property or interests in real property. The Code provides that temporary investments of new capital in stock or debt instruments for the one-year period beginning on the date on which we receive the new capital will be considered qualified real estate assets for purposes of the above requirements. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders.

To maintain our qualification as a REIT and avoid corporate income tax and excise tax, we must distribute annually a certain percentage of our REIT taxable income, which could require us to raise capital on terms or sell properties at prices or at times that are unfavorable.

To maintain our qualification as a REIT, we must distribute to our shareholders each calendar year at least 90 percent of our REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for dividends paid and excluding any net capital gain. To the extent that we satisfy the 90 percent distribution requirement, but distribute less than 100 percent of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed income. In addition, we will incur a 4 percent nondeductible excise tax on the amount, if any, by which our distributions in any calendar year are less than the sum of:

•85 percent of our REIT ordinary income for that year;

•95 percent of our REIT capital gain net income for that year; and

•any undistributed REIT taxable income from prior years.

We have distributed, and we intend to continue to distribute, our REIT taxable income to our shareholders in a manner intended to satisfy the 90 percent distribution requirement and to avoid both corporate income tax and the 4 percent nondeductible excise tax. However, there is no requirement that TRSs distribute their after tax net income to their parent REIT or their shareholders.

Our REIT taxable income may substantially exceed our net income as determined based on U.S. generally accepted accounting principles ("U.S. GAAP"), because, for example, realized capital losses will be deducted in determining our U.S. GAAP net income, but may not be deductible in computing our REIT taxable income. Differences in timing between the recognition of income and the related cash receipts or the effect of required debt amortization payments could require us to borrow or raise capital on terms or sell properties at prices or at times that we regard as unfavorable in order to distribute enough of our REIT taxable income to satisfy the distribution requirement and to avoid corporate income tax and the 4 percent nondeductible excise tax in a particular year.

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We may pay taxable dividends partly in shares and partly in cash, in which case shareholders may sell our shares to pay tax on such dividends, placing downward pressure on the market price of our shares.

We may pay taxable dividends partly in shares and partly in cash. Under IRS Revenue Procedure 2017-45, as a publicly offered REIT, as long as at least 20 percent of the total dividend is available in cash and certain other requirements are satisfied, the IRS will treat the share distribution as a dividend (to the extent applicable rules treat such distribution as being made out of our earnings and profits). This threshold has been temporarily reduced in the past and may be reduced in the future by IRS guidance. Although we have no current intention of paying dividends in the form of our own shares, if in the future we choose to pay dividends in our own shares, our shareholders may be required to pay tax in excess of the cash that they receive. If a U.S. shareholder sells the shares that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our shares at the time of the sale. Furthermore, with respect to certain non-U.S. shareholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in shares. If we pay dividends in our own shares and a significant number of our shareholders sell our shares in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our shares.

Our TRS lessees increase our overall tax liability.

Our TRS lessees are subject to U.S. federal and state income tax on their taxable income, which consists of the revenues from the hotel properties leased by our TRS lessees, net of the operating expenses (including management fees) for such hotel properties and rent payments to us. In certain circumstances, the ability of our TRS lessees to deduct interest expense may be limited. Accordingly, although our ownership of our TRS lessees allows us to participate in the operating income from our hotel properties in addition to receiving rent, that operating income is fully subject to income tax. The after-tax net income of our TRS lessees is available for distribution to us.

Our ownership of our TRSs is limited and our transactions with our TRSs will cause us to be subject to a 100 percent penalty tax on certain income or deductions if those transactions are not conducted on arm's-length terms.

A REIT may own up to 100 percent of the stock of one or more TRSs. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross operating income from hotel operations pursuant to hotel management contracts. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35 percent of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 20 percent of the value of a REIT's assets may consist of stock or securities of one or more TRSs. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100 percent excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's-length basis.

Our TRSs are subject to applicable U.S. federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us, but is not required to be distributed to us. We believe that the aggregate value of the stock and securities of our TRSs is and will continue to be less than 20 percent of the value of our total assets (including our TRS stock and securities). Furthermore, we will monitor the value of our respective investments in our TRSs for the purpose of ensuring compliance with TRS ownership limitations. In addition, we will scrutinize all of our transactions with our TRSs to ensure that they are entered into on arm's-length terms to avoid incurring the 100 percent excise tax described above. There can be no assurance, however, that we will be able to comply with the TRS ownership limitation discussed above or to avoid application of the 100 percent excise tax discussed above.

If the leases of our hotel properties to our TRS lessees are not respected as true leases for U.S. federal income tax purposes, we would fail to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our shareholders.

To maintain our qualification as a REIT, we must satisfy two gross income tests, under which specified percentages of our gross income must be derived from certain sources, such as “rents from real property.” Rents paid to our Operating Partnership by our TRS lessees pursuant to the lease of our hotel properties constitute substantially all of our gross income. In order for such rent to qualify as “rents from real property” for purposes of the gross income tests, the leases must be respected as true leases for U.S. federal income tax purposes and not be treated as service contracts, joint ventures or some other type of arrangement. If our leases are not respected as true leases for U.S. federal income tax purposes, we would fail to qualify as a REIT.

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If our Operating Partnership failed to qualify as a partnership for U.S. federal income tax purposes, we would cease to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our shareholders and suffer other adverse consequences.

We believe that our Operating Partnership qualifies to be treated as a partnership for U.S. federal income tax purposes. As a partnership, our Operating Partnership generally is not subject to U.S. federal income tax on its income. Instead, each of its partners, including us, is required to pay tax on its allocable share of our Operating Partnership's income. No assurance can be provided, however, that the IRS will not challenge its status as a partnership for U.S. federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership as a corporation for tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, cease to qualify as a REIT. Also, the failure of our Operating Partnership to qualify as a partnership would cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

If our TRSs fail to qualify as TRSs for U.S. federal income tax purposes or our hotel managers do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT.

Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs. We lease all of our hotels to our TRS lessees. So long as any TRS lessee qualifies as a TRS, it will not be treated as a “related party tenant” with respect to our properties that are managed by an independent hotel management company that qualifies as an “eligible independent contractor.” We believe that our TRSs qualify to be treated as TRSs for U.S. federal income tax purposes, but there can be no assurance that the IRS will not challenge the status of a TRS for U.S. federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in disqualifying any of our TRS lessee from treatment as a TRS, it is possible that we would fail to meet the asset tests applicable to REITs and substantially all of our income would fail to qualify for the gross income tests. If we failed to meet either the asset or gross income tests, we would likely lose our REIT qualification for U.S. federal income tax purposes.

Additionally, if our hotel managers do not qualify as “eligible independent contractors,” we will fail to qualify as a REIT. Each of the hotel management companies that enter into a management contract with our TRS lessees must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessees to be qualifying income for purposes of the REIT gross income tests. Among other requirements, in order to qualify as an eligible independent contractor a manager must not own, directly or through its shareholders, more than 35 percent of our outstanding shares, taking into account certain ownership attribution rules. The ownership attribution rules that apply for purposes of these 35 percent thresholds are complex. Although we intend to monitor ownership of our shares by our hotel managers and their owners, there can be no assurance that these ownership levels will not be exceeded.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to qualified dividend income payable to certain non-corporate U.S. shareholders is 20 percent. Dividends payable by REITs, however, generally are not eligible for the reduced qualified dividend rates. For taxable years beginning before January 1, 2026, non-corporate taxpayers may deduct up to 20 percent of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations, resulting in an effective maximum U.S. federal income tax rate of 29.6 percent on such income. Although the reduced U.S. federal income tax rate applicable to qualified dividend income does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends and the reduced corporate tax rate could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our shares.

Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code substantially limit our ability to hedge our liabilities. Any income from a properly identified hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets does not constitute “gross income” for purposes of the 75 percent or 95 percent gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRSs will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRSs.

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If our subsidiary REITs failed to qualify as REITs, we could be subject to higher taxes and could fail to remain qualified as REITs.

Our Operating Partnership owns 100 percent of the common shares of our subsidiary REITs that have elected to be taxed as REITs under the U.S. federal income tax laws. Our subsidiary REITs are subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If either of our subsidiary REITs were to fail to qualify as a REIT, then (i) such subsidiary REIT would become subject to U.S. federal income tax and (ii) our ownership of shares in such subsidiary REIT would cease to be a qualifying asset for purposes of the asset tests applicable to REITs. If our subsidiary REITs were to fail to qualify as a REIT, it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions. We have made “protective” TRS elections with respect to each of our subsidiary REITs and may implement other protective arrangements intended to avoid such an outcome if our subsidiary REITs were not to qualify as a REIT, but there can be no assurance that such “protective” elections and other arrangements will be effective to avoid the resulting adverse consequences to us. Moreover, even if the “protective” TRS elections were to be effective in the event of the failure of our subsidiary REITs to maintain their qualifications as REITs, such subsidiary REITs would be subject to U.S. federal income tax and we cannot assure you that we would not fail to satisfy the requirement that not more than 20 percent of the value of our total assets may be represented by the securities of one or more TRSs. In this event, we would fail to qualify as a REIT unless we or such subsidiary REITs could avail ourselves or themselves of certain relief provisions.

The ability of our board of trustees to revoke our REIT qualification without shareholder approval may subject us to U.S. federal and state income tax and reduce distributions to our shareholders.

Our declaration of trust provides that our board of trustees may revoke or otherwise terminate our REIT election, without the approval of our shareholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our shareholders, which may have adverse consequences on our total return to our shareholders and on the market price of our common shares.

The share ownership restrictions of the Code for REITs and the 9.8 percent share ownership limit in our declaration of trust may inhibit market activity in our shares and restrict our business combination opportunities.

In order to qualify as a REIT for each taxable year, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more than 50 percent in value of our issued and outstanding shares at any time during the last half of a taxable year. Attribution rules in the Code determine if any individual or entity actually or constructively owns our shares under this requirement. Additionally, at least 100 persons must beneficially own our shares during at least 335 days of each taxable year. To help insure that we meet these tests, our declaration of trust restricts the acquisition and ownership of our shares.

Our declaration of trust, with certain exceptions, authorizes our board of trustees to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of trustees, our declaration of trust prohibits any person from beneficially or constructively owning more than 9.8 percent (measured by value or number of shares, whichever is more restrictive) of any class or series of our shares. Our board of trustees may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of 9.8 percent of the value of our outstanding shares would result in the termination of REIT status. These restrictions on transferability and ownership will not apply, however, if our board of trustees determines that it is no longer in our best interest to continue to qualify as a REIT.

These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for our shares or otherwise be in the best interest of the shareholders.

The prohibited transactions tax may limit our ability to engage in transactions, including dispositions of assets that would be treated as sales for U.S. federal income tax purposes.

A REIT’s net income from prohibited transactions is subject to a 100 percent tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although a safe harbor to the characterization of the sale of real property by a REIT as a prohibited transaction is available, we cannot assure you that we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain sales of real property or may conduct such sales through a TRS.

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We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce the tax benefits of our REIT structure compared to non-REIT corporations, reduce our operating flexibility and reduce the market price of our shares.

At any time, the U.S. federal income tax laws governing REITs or the administrative and judicial interpretations of those laws may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative and judicial interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative or judicial interpretation, will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. We cannot predict the long-term effect of any future law changes on REITs and their shareholders generally. We and our shareholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or administrative and judicial interpretation.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

We have identified cybersecurity risk as one of our key enterprise risks. One of our Co-Presidents is responsible for managing cybersecurity risk. They develop mitigation strategies and implement controls to reduce the likelihood of a cybersecurity incident occurring and to reduce the impact of such an incident should it occur. At least annually, they report on this risk and their mitigation work to the Audit Committee of our Board of Trustees, which is the committee that has primary responsibility for overseeing our enterprise risk management program and is composed solely of independent trustees. The Audit Committee reviews and discusses all of our key enterprise risks, including cybersecurity risk, and the enterprise risk management program itself. The chair of the Audit Committee may, at their discretion, report to the Chairman of the Board or the full Board of Trustees regarding any aspect of the program or risks.

As of December 31, 2023, no risk from cybersecurity threats, including as a result of any previous cybersecurity incident, has materially affected our business, results of operations or financial condition. Although we have invested in the protection of our data and information systems and the monitoring of our systems on an ongoing basis, such efforts may not in the future prevent material compromises to our information systems, including those that could have a material adverse effect on our business. We maintain cybersecurity insurance coverage to mitigate our financial exposure to certain incidents, and we consult with external advisors regarding opportunities and enhancements to strengthen our policies and practices.

We have elected to outsource our information technology function to a third-party managed service provider, or the MSP, that specializes in fully managed information technology services and fully managed cybersecurity. The MSP is responsible for managing all of our hosted services, all of the computer and computer-related hardware and software we use, and all onsite and offsite backups. The MSP also provides managed security services designed to prevent cybersecurity threats, to identify and remediate vulnerabilities, to monitor systems 24/7, to protect data and systems, to detect potential intrusions and cybersecurity incidents, to quarantine systems should they be compromised, and to recover from business interruptions or other disasters. The MSP follows the NIST Cybersecurity Framework, developed by the National Institute of Standards and Technology of the U.S. Department of Commerce, to measure the maturity of the services it provides to us and its other clients.

The MSP and we developed a cybersecurity incident response plan that sets forth roles and responsibilities for the identification, assessment, triage, communication and resolution of cybersecurity incidents.

In addition, the MSP performs facility and system penetration tests, compromise assessments and security maturity assessments of our corporate and operational networks. In collaboration with the MSP, we maintain a comprehensive cybersecurity training program to help our personnel identify and assist in mitigating cybersecurity risks. Our executive officers and employees participate in annual training with additional issue-specific training as needed.

While we have control, through our contract with the MSP, over our information systems, we do not have control over the information systems of our hotel managers, which are the third-party operators of our hotels and resorts, or of our franchisors. Although we set clear expectations of our hotel managers and franchisors, we rely on our hotel managers and franchisors for managing their cybersecurity risk. We conduct surveys of our hotel managers and franchisors to assess their cybersecurity risk management programs and procedures, to identify gaps and request remediation and to understand our risk exposure. Many of our hotel managers and franchisors carry cyber insurance policies to protect and offset a portion of potential costs incurred from a security breach. Additionally, we currently have cyber insurance policies to provide supplemental coverage above the coverage carried by our hotel managers and franchisors.

For additional information about cybersecurity risk, see “Item 1A. Risk Factors—Our hotel managers and we rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.”

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Item 2. Properties.

We lease office space to use as our headquarters located at 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814.

As of December 31, 2023, we owned interests in 46 hotels with a total of 11,924 guest rooms, all of which are consolidated in our financial statements. The following table sets forth certain information about our hotels.

	Property		Date Acquired	Location	Number of Guest Rooms
1.	L'Auberge Del Mar		November 30, 2018	Del Mar, CA	121
2.	Hotel Palomar Los Angeles Beverly Hills	(1)	November 20, 2014	Los Angeles, CA	264
3.	W Los Angeles - West Beverly Hills		August 23, 2012	Los Angeles, CA	297
4.	Chamberlain West Hollywood Hotel		November 30, 2018	West Hollywood, CA	115
5.	Hotel Ziggy		November 30, 2018	West Hollywood, CA	108
6.	Le Parc at Melrose		November 30, 2018	West Hollywood, CA	154
7.	Mondrian Los Angeles		May 3, 2011	West Hollywood, CA	236
8.	Montrose at Beverly Hills		November 30, 2018	West Hollywood, CA	133
9.	Le Méridien Delfina Santa Monica		November 19, 2010	Santa Monica, CA	315
10.	Viceroy Santa Monica Hotel	(1)	November 30, 2018	Santa Monica, CA	169
11.	Embassy Suites San Diego Bay - Downtown		January 29, 2013	San Diego, CA	341
12.	Hilton San Diego Gaslamp Quarter		November 30, 2018	San Diego, CA	286
13.	Paradise Point Resort & Spa	(1)	November 30, 2018	San Diego, CA	462
14.	San Diego Mission Bay Resort	(1)	November 30, 2018	San Diego, CA	357
15.	Margaritaville Hotel San Diego Gaslamp Quarter		November 30, 2018	San Diego, CA	235
16.	The Westin San Diego Gaslamp Quarter		April 6, 2011	San Diego, CA	450
17.	Estancia La Jolla Hotel & Spa	(1) (4)	December 1, 2021	La Jolla, CA	210
18.	Argonaut Hotel	(1)	February 16, 2011	San Francisco, CA	252
19.	Harbor Court Hotel San Francisco	(1)	November 30, 2018	San Francisco, CA	131
20.	1 Hotel San Francisco	(1)	November 30, 2018	San Francisco, CA	200
21.	Hotel Zelos San Francisco	(1)	October 25, 2012	San Francisco, CA	202
22.	Hotel Zephyr Fisherman's Wharf	(1)	December 9, 2013	San Francisco, CA	361
23.	Hotel Zeppelin San Francisco	(1)	May 22, 2014	San Francisco, CA	196
24.	Hotel Zetta San Francisco		April 4, 2012	San Francisco, CA	116
25.	Chaminade Resort & Spa		November 30, 2018	Santa Cruz, CA	156
26.	George Hotel		November 30, 2018	Washington, DC	139
27.	Hotel Monaco Washington DC	(1)	September 9, 2010	Washington, DC	184
28.	Hotel Zena Washington DC		November 30, 2018	Washington, DC	191
29.	Viceroy Washington DC		November 30, 2018	Washington, DC	178
30.	Southernmost Beach Resort	(2)	November 30, 2018	Key West, FL	296
31.	The Marker Key West Harbor Resort		November 30, 2018	Key West, FL	96
32.	Margaritaville Hollywood Beach Resort	(1) (4)	September 23, 2021	Hollywood, FL	369
33.	Inn on Fifth		May 11, 2022	Naples, FL	119
34.	LaPlaya Beach Resort & Club		May 21, 2015	Naples, FL	189
35.	Jekyll Island Club Resort	(1)	July 22, 2021	Jekyll Island, GA	200
36.	Hotel Chicago Downtown, Autograph Collection		November 30, 2018	Chicago, IL	354
37.	The Westin Michigan Avenue Chicago		November 30, 2018	Chicago, IL	752
38.	Hyatt Regency Boston Harbor	(1)	November 30, 2018	Boston, MA	270
39.	Revere Hotel Boston Common		December 18, 2014	Boston, MA	356
40.	The Liberty, a Luxury Collection Hotel, Boston	(1) (3)	November 30, 2018	Boston, MA	298
41.	The Westin Copley Place, Boston	(1)	November 30, 2018	Boston, MA	803
42.	W Boston		June 8, 2011	Boston, MA	238
43.	The Hotel Zags		August 28, 2013	Portland, OR	174
44.	The Nines, a Luxury Collection Hotel, Portland		July 17, 2014	Portland, OR	331
45.	Newport Harbor Island Resort		June 23, 2022	Newport, RI	257
46.	Skamania Lodge		November 3, 2010	Stevenson, WA	263
	Total number of guest rooms				11,924

______________________

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(1)    This property is subject to a long-term ground, air rights or hotel lease.

(2)    The restaurant facility at this property is subject to a ground lease.

(3)    We own a 99.99% controlling interest in this property.

(4)    This property is subject to mortgage debt.

Hotel Managers and Hotel Management Agreements

We are a party to hotel management agreements with Davidson Hospitality Group, HEI Hotels and Resorts, Highgate, Kimpton Hotels and Restaurants, Marriott International, Noble House Hotels & Resorts, Pyramid Global Hospitality, Sage Hospitality, sbe Hotel Group, SH Hotels & Resorts, Springboard Hospitality and Viceroy Hotel Group.

Our management agreements generally have the terms described below:

•Base Management Fees.  Our management agreements generally provide for the payment of base management fees between 1% and 4% of the applicable hotel's revenues or a fixed amount, as determined in the agreements.

•Incentive Management and Other Fees.   Some of our management agreements provide for the payment of incentive management fees. Generally, incentive management fees are 10% to 20% of net operating income above a specified return on project costs or as a percentage of net operating income above various net operating income thresholds. Some of our management agreements have a maximum incentive fee of 2% of revenue.

•Terms.  The remaining terms of our management agreements are up to 10 years, not including renewals, and up to 29 years, including renewals.

•Ability to Terminate.  The majority of our management agreements are terminable at will by us upon payment of a termination fee and some are terminable upon sale of the property. Most of the agreements also provide us the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to three times the annual base management and incentive management fees, depending on the agreement and the reason for termination.

•Operational Services.  Each manager has exclusive authority to supervise, direct and control the day-to-day hotel operation and management including establishing all room rates, processing reservations, procuring inventories, supplies and services, hiring and firing employees and independent contractors and preparing public relations, publicity and marketing plans for the hotel.

•Executive Supervision and Management Services.  Each manager supervises all managerial and other hotel employees, reviews hotel operation and maintenance, prepares reports, budgets and projections, and provides other administrative and accounting support services for the hotel. Under certain management agreements, we have approval rights over the hiring of certain key management personnel at the hotel.

•Chain Services.  Our management agreements with major hotel franchisors require the managers to furnish chain services that are generally made available to other hotels managed by such operators. Such services may, for example, include: the development and operation of computer systems and reservation services; management and administrative services; marketing and sales services; human resources training services; and additional services as may from time to time be more efficiently performed on a national, regional or group level.

•Working Capital.  Our management agreements typically require us to maintain working capital for a hotel and to fund the cost of supplies such as linens and other similar items. We are also responsible for providing funds to meet the cash needs for the hotel operations if the funds available from the hotel operations are insufficient to meet the financial requirements of the hotel.

•Furniture, Fixtures and Equipment Replacements.  We are required to invest in the hotels and to provide all the necessary furniture, fixtures and equipment for the operation of the hotels (including funding any required furniture, fixture and equipment replacements). Our management agreements generally provide that once a year the managers will prepare a list of furniture, fixtures and equipment to be acquired and certain routine capital repairs to be performed in the following year and an estimate of funds that are necessary for our review and approval. To fund the furniture, fixtures and equipment replacements, a specified percentage of the gross revenues of each hotel (typically 4.0%) is either deposited by the manager with our funds or out of the property's cash flow in an escrow account or held by us, as owner.

•Building Alterations, Improvements and Renewals.  Our management agreements generally require the managers to prepare an annual estimate of the expenditures necessary for major capital repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and vertical transportation elements of the hotels. In addition to the foregoing, the management agreements generally provide that the managers may propose such changes, alterations and improvements to the hotels as are required by reason of laws or regulations or, in the manager's reasonable judgment, to keep the hotels in a safe, competitive and efficient operating condition.

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•Sale of a Hotel.  Certain of our management agreements limit our ability to sell, lease or otherwise transfer a hotel, unless the transferee assumes the related management agreement and meets other specified conditions.

Franchise and Sub-License Agreements

We have franchise and sub-license agreements for certain of our hotels. Pursuant to these agreements, we pay franchise or sub-license fees based on a percentage of gross room revenues, as well as certain other fees for marketing and reservations services. Franchise or sub-license fees for room revenues are approximately 1% to 6% of gross room revenues. Some of these agreements provide us with termination rights. The agreements for the respective hotels expire as follows:

Property	Expiration Date
Embassy Suites San Diego Bay - Downtown	January 2028
Margaritaville Hollywood Beach Resort	July 2028
Le Méridien Delfina Santa Monica	September 2033
The Nines, a Luxury Collection Hotel, Portland	October 2033
Hotel Chicago Downtown, Autograph Collection	February 2034
The Liberty, a Luxury Collection Hotel, Boston	January 2036
Margaritaville Hotel San Diego Gaslamp Quarter	August 2038
Hilton San Diego Gaslamp Quarter	June 2041
Hyatt Regency Boston Harbor	December 2042
Paradise Point Resort & Spa	15th anniversary after hotel is re-branded as a Margaritaville

Item 3. Legal Proceedings.

The nature of the operations of our hotels exposes the hotels and us to the risk of claims and litigation in the normal course of business. We are not presently subject to any material litigation nor, to our knowledge, is any litigation threatened against us, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on our liquidity, results of operations or our financial condition.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5.  Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common shares began trading on the NYSE on December 9, 2009 under the symbol “PEB”.

Shareholder Information

On February 14, 2024, there were 72 holders of record of our common shares. However, because the vast majority of our common shares are held by brokers and other institutions on behalf of shareholders, we believe that there are considerably more beneficial holders of our common shares than record holders.

The following graph provides a comparison of the cumulative total return on our common shares from December 31, 2018, to the NYSE closing price per share on December 31, 2023, with the cumulative total return on the Russell 2000 Index (the “Russell 2000”) and the FTSE Nareit Equity REITs Index (the “FTSE Nareit Equity REITs”) for the same period. Total return values were calculated assuming a $100 investment on December 31, 2018 with reinvestment of all dividends in (i) our common shares, (ii) the Russell 2000 and (iii) the FTSE Nareit Equity REITs. The total return values do not include any dividends declared, but not paid, during the period.

The actual returns shown on the graph above are as follows:

	Value of Initial Investment at December 31,
Name	2018		2019		2020		2021		2022		2023
Pebblebrook Hotel Trust	$	100.00	$	99.89	$	70.26	$	83.74	$	50.25	$	60.14
Russell 2000	$	100.00	$	125.49	$	150.50	$	172.75	$	137.40	$	160.60
FTSE Nareit Equity REITs	$	100.00	$	128.65	$	122.12	$	172.52	$	129.53	$	144.14

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Distributions

Distributions to the extent of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to a shareholder as ordinary income. Distributions in excess of current and accumulated earnings and profits generally will be treated as a nontaxable reduction of the shareholder's basis in their shares, to the extent thereof, and thereafter as a taxable capital gain. Distributions that are treated as a reduction of the shareholder's basis in their shares will increase the amount of gain, or reduce the amount of loss, recognized upon the sale of their shares.

The declaration of distributions by our company is in the sole discretion of our board of trustees and depends on our actual cash flow, financial condition, capital expenditure requirements for our hotels, the annual distributions requirements under the REIT provisions of the Code and such other factors as our board of trustees deems relevant.

Securities Authorized for Issuance Under Equity Compensation Plan

The following table sets forth information regarding securities authorized for issuance under our equity compensation plan, our 2009 Equity Incentive Plan, as amended and restated, as of December 31, 2023. See Note 8. Share-Based Compensation Plan to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding our 2009 Equity Incentive Plan.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	—	—	1,499,388
Equity compensation plans not approved by security holders	—	—	—
Total	—	—	1,499,388

During the year ended December 31, 2023, certain of our employees chose to have us acquire from such employees an aggregate of 122,140 common shares to pay taxes due upon vesting of restricted common shares granted pursuant to share award agreements. The average price paid by the Company for these shares was $13.96 per share.

Issuer Purchases of Equity Securities

Common Shares

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (in millions)
October 1, 2023 - October 31, 2023	—	$	—	—	$	—
November 1, 2023 - November 30, 2023	—	$	—	—	$	—
December 1, 2023 - December 31, 2023	—	$	—	—	$	—
Total	—	$	—	—	$	146.0

______________________

(1)    On February 17, 2023, our Board of Trustees authorized a share repurchase program of up to $150.0 million of our outstanding common shares. This $150.0 million share repurchase program commenced in June 2023, upon the completion of our prior $100.0 million share repurchase program which begun in 2017. Under our current program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. As of December 31, 2023, $146.0 million of common shares remained available for repurchase under this program.

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Preferred Shares

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) (in millions)
October 1, 2023 - October 31, 2023	—	$	—	—	$	—
November 1, 2023 - November 30, 2023	1,000,000	$	15.79	1,000,000	$	—
December 1, 2023 - December 31, 2023	—	$	—	—	$	—
Total	1,000,000	$	15.79	1,000,000	$	84.2

______________________

(1)    On February 17, 2023, our Board of Trustees authorized a share repurchase program of up to $100.0 million of our outstanding preferred shares. Under this program we may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. As of December 31, 2023, $84.2 million of preferred shares remained available for repurchase under this program.

Item 6.  [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a REIT under the Code. Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries, unless the context indicates otherwise.

Overview

Our hotel portfolio continued to recover in 2023 with strong growth in occupancy at many of our urban properties, especially our properties in Washington, D.C. and San Francisco, which had trailed the recovery in other markets and our resort properties. We have observed continued stable demand from both the business and leisure segments. We believe 2024 will continue this trend and anticipate positive benefits from a robust convention calendar in many urban markets, including San Diego, Washington, D.C., Boston and Chicago. International inbound travel is expected to continue to recover. Our LaPlaya Beach Resort & Club, which was closed in 2022 due to Hurricane Ian, has been substantially restored. Two of the resort buildings were fully operational for most of 2023 and the final resort building, the Beach House, is expected to be substantially completed by the end of this month. We have agreed to a partial business interruption insurance settlement with our insurance company during 2023 and will continue to work with our insurance company through full completion of our insurance claim.

During 2023, we sold five hotels and two retail components of our hotels in separate transactions for an aggregate sales price of $330.8 million.

During 2023, we repurchased 6,498,901 common shares for an aggregate purchase price of $91.0 million, or an average of $14.01 per share, and 1,000,000 preferred shares for an aggregate purchase price of $15.8 million, or an average of $15.79 per share, under our existing common and preferred share repurchase programs.

During 2023, we repaid $71.1 million of debt, which includes of $47.6 million of senior unsecured notes and $23.5 million of mortgage loans.

In January 2024, we extended the maturity date of $356.7 million borrowed under Term Loan 2024 to January 2028. We also repaid $60.0 million outstanding on Term Loan 2024 and $50.0 million outstanding on the Term Loan 2025 with available cash. The remaining $43.3 million of Term Loan 2024 that was not extended will continue to mature in October 2024.

While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels’ operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.

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Key Indicators of Financial Condition and Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); total revenue per available room ("Total RevPAR"); average daily rate ("ADR"); occupancy rate ("Occupancy"); funds from operations ("FFO"); earnings before interest, income taxes, depreciation and amortization ("EBITDA"); and EBITDA for real estate ("EBITDAre"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See Non-GAAP Financial Measures for further discussion of FFO, EBITDA and EBIDTAre.

Hotel Operating Statistics

The following table represents the key same-property hotel operating statistics for our hotels for the years ended December 31, 2023 and 2022:

	For the year ended December 31,
	2023			2022
Same-Property Occupancy	67.7		%	63.1		%
Same-Property ADR	$	302.96		$	312.01
Same-Property RevPAR	$	205.24		$	196.96
Same-Property Total RevPAR	$	316.02		$	298.38

The above table of hotel operating statistics includes information from all hotels owned as of December 31, 2023, except for LaPlaya Beach Resort & Club due to its closure following Hurricane Ian, 1 Hotel San Francisco for the first and second quarters only due to its closure for redevelopment and Newport Harbor Island Resort for the fourth quarter only due to its ongoing redevelopment. The above table of hotel operating statistics also includes Hotel Monaco Seattle and Hotel Vintage Seattle for the first quarter only due to their sales in May 2023, Retail at The Westin Michigan Avenue Chicago for the first quarter only due to its sale in March 2023, Hotel Zoe Fisherman’s Wharf for the first, second and third quarters only due to its sale in November 2023, and Marina City Retail at Hotel Chicago Downtown, Autograph Collection for the first, second and third quarters only due to its sale in December 2023.

Results of Operations

This section includes comparisons of certain 2023 financial information to the same information for 2022. Year-to-year comparisons of the 2022 financial information to the same information for 2021 are contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 21, 2023.

At December 31, 2023 and 2022, our consolidated financial statements included the operations of 46 and 51 hotel properties, respectively, which have been included in our results of operations during the respective periods since their dates of acquisition or through their dates of disposition. Based on when a property was acquired or disposed, operating results for certain properties are not comparable for the years ended December 31, 2023 and 2022. The properties listed in the table below are hereinafter referred to as "non-comparable properties" for the periods indicated and all other properties are referred to as "comparable properties":

Property	Location	Disposition Date
The Marker San Francisco	San Francisco, CA	June 28, 2022
Sofitel Philadelphia at Rittenhouse Square	Philadelphia, PA	August 2, 2022
Hotel Spero	San Francisco, CA	August 25, 2022
Hotel Vintage Portland	Portland, OR	September 14, 2022
The Heathman Hotel	Portland, OR	February 22, 2023
Retail at The Westin Michigan Avenue Chicago	Chicago, IL	March 17, 2023
Hotel Colonnade Coral Gables	Coral Gables, FL	March 28, 2023
Hotel Monaco Seattle	Seattle, WA	May 9, 2023
Hotel Vintage Seattle	Seattle, WA	May 24, 2023
Hotel Zoe Fisherman’s Wharf	San Francisco, CA	November 14, 2023
Marina City Retail at Hotel Chicago Downtown, Autograph Collection	Chicago, IL	December 21, 2023
Property	Location	Acquisition Date
Inn on Fifth	Naples, FL	May 11, 2022
Newport Harbor Island Resort	Newport, RI	June 23, 2022

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Comparison of the year ended December 31, 2023 to the year ended December 31, 2022

Revenues — Total revenues increased by $28.1 million, which includes a $63.3 million increase at our comparable properties primarily due to an increase in leisure and business travel as well as a significant increase in revenue at 1 Hotel San Francisco, which was under renovation through June 2022 and began ramping up operations in the third quarter of 2022. These increases were partially offset by a $35.2 million decrease due to our non-comparable properties as well as a significant decrease in revenue at LaPlaya Beach Resort & Club, which was closed in September 2022 as a result of Hurricane Ian and was partially reopened in 2023.

Hotel operating expenses — Total hotel operating expenses increased by $57.6 million as a result of an increase in staffing, wages and benefits to accommodate occupancy increases, particularly at our urban properties, as well as an increase in hotel operating expenses at 1 Hotel San Francisco, which was closed most of the first and second quarters of 2022 for renovations. Our overall increase in hotel operating expenses was partially offset by a $27.1 million decrease due to our non-comparable properties.

Depreciation and amortization — Depreciation and amortization expense increased by $1.1 million primarily due to redevelopment and renovation activities at Margaritaville Hotel San Diego Gaslamp Quarter and Estancia La Jolla Hotel & Spa which commenced in 2022.

Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, property insurance and ground rent decreased by $1.5 million primarily due to a $9.3 million decrease in real estate taxes as a result of tax appeals and lower tax assessments. This decrease was partially offset by a $5.9 million increase in property insurance due to higher insurance premium assessments and a $1.9 million increase in ground rent on ground leases whose rent is based on a percentage of revenues.

General and administrative — General and administrative expense increased by $5.6 million primarily due to an increase in professional fees and employee compensation expense. General and administrative expenses consist of employee compensation costs, legal and professional fees, insurance and other expenses.

Impairment — We recognized an impairment loss of $81.8 million in 2023 related to three hotels and one retail component of a hotel property. We recognized an impairment loss of $89.6 million in 2022 related to three hotels as well as an impairment related to damage caused by Hurricane Ian at LaPlaya Beach Resort & Club in Naples, Florida and Southernmost Beach Resort in Key West, Florida.

Gain on sale of hotel properties — We recognized a gain on sale of $30.4 million primarily due to the sales of five hotels and two retail components of our hotels in 2023. We recognized a gain on sale of $6.2 million primarily due to the sales of four hotels in 2022.

Business interruption insurance income — We recognized business interruption insurance income of $33.0 million in 2023 related to a partial settlement with the insurance carriers for lost income at LaPlaya Beach Resort & Club.

Other operating expenses — Other operating expenses increased by $7.3 million primarily due to payroll and claims administration costs at LaPlaya Beach Resort & Club for which reimbursement from insurance policies is uncertain.

Interest expense — Interest expense increased by $15.7 million as a result of higher interest rates on floating rate debt.

Other — Other increased by $3.7 million due to an increase in interest income earned on excess cash.

Non-controlling interests — Non-controlling interests represent the allocation of income or loss of the Operating Partnership to third-party common OP unit holders and to the preferred OP unit holders.

Distributions to preferred shareholders — Distributions to preferred shareholders decreased by $1.4 million as result of the redemption of one million of our 5.70% Series H Cumulative Redeemable Preferred Shares in December 2022 and the redemption of one million of our 5.70% Series H Cumulative Redeemable Preferred Shares in November 2023.

Non-GAAP Financial Measures

Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO, EBITDA and EBITDAre, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.

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We calculate FFO in accordance with standards established by Nareit, formerly known as the National Association of Real Estate Investment Trusts, which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets (including impairment of real estate related joint ventures), the cumulative effect of changes in accounting principles and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization, gains (losses) from sales of real estate and impairments of real estate assets (including impairment of real estate related joint ventures), all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.

The following table reconciles net income (loss) to FFO and FFO available to common share and unit holders for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
Net income (loss)	$	(74,276)	$	(84,981)	$	(186,372)
Adjustments:
Real estate depreciation and amortization	240,304		239,231		223,813
Gain on sale of hotel properties	(30,375)		(6,194)		(64,729)
Impairment loss	81,788		89,633		14,856
FFO	$	217,441	$	237,689	$	(12,432)
Distribution to preferred shareholders and unit holders	(48,306)		(48,049)		(42,105)
Redemption of preferred shares	8,396		8,186		(8,055)
FFO available to common share and unit holders	$	177,531	$	197,826	$	(62,592)

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. The white paper issued by Nareit entitled “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate” defines EBITDAre as net income or loss (computed in accordance with U.S. GAAP), excluding interest expense, income tax, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and after comparable adjustments for our portion of these items related to unconsolidated affiliates. We believe that EBITDA and EBITDAre provide investors useful financial measures to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

The following table reconciles net income (loss) to EBITDA and EBITDAre for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
Net income (loss)	$	(74,276)	$	(84,981)	$	(186,372)
Adjustments:
Interest expense	115,660		99,988		96,633
Income tax expense (benefit)	655		277		61
Depreciation and amortization	240,645		239,583		224,251
EBITDA	$	282,684	$	254,867	$	134,573
(Gain) loss on sale of hotel properties	(30,375)		(6,194)		(64,729)
Impairment loss	81,788		89,633		14,856
EBITDAre	$	334,097	$	338,306	$	84,700

FFO, EBITDA and EBITDAre do not represent cash generated from operating activities as determined by U.S. GAAP and should not be considered as alternatives to U.S. GAAP net income (loss), as indications of our financial performance, or to U.S. GAAP cash flow from operating activities, as measures of liquidity. In addition, FFO, EBITDA and EBITDAre are not indicative of funds available to fund cash needs, including the ability to make cash distributions.

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Critical Accounting Policies

We consider these policies critical because they require estimates about matters that are inherently uncertain, involve various assumptions and require significant management judgment, and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Applying different estimates or assumptions may result in materially different amounts reported in our financial statements.

Investment in Hotel Properties

Estimation and judgment are required to determine the fair values of our acquired hotel properties. Upon acquiring a business or hotel property, we measure and recognize the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements assumed in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. We determine the acquisition-date fair values of all assets and assumed liabilities using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, and market and economic conditions. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions.

Impairment

We review our investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, we perform an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel's estimated fair market value is recorded and an impairment loss recognized. In the evaluation of impairment of our hotel properties, we make many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and holding period, future required capital expenditures, and fair values, including consideration of capitalization rates, discount rates, and comparable selling prices. We will adjust our assumptions with respect to the remaining useful life of the hotel property when circumstances change, such as an expiring ground lease or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.

New Accounting Pronouncements

See Note 2. Summary of Significant Accounting Policies to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for recently issued accounting pronouncements that may affect us.

Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by our operations, borrowings under our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our primary cash requirements in the short term (i.e., those requiring cash on or before December 31, 2024) will be to fund property lease obligations, interest and current principal on debt, capital improvements, dividends on common and preferred shares, and working capital of our property operations. We believe our cash and cash equivalents, restricted cash and the amount available on our senior unsecured revolving credit facility, which totaled $830.0 million as of December 31, 2023, along with cash generated from ongoing operations will be sufficient to satisfy our short-term cash requirements. As of December 31, 2023 we had no off-balance sheet arrangements.

In order to maintain our qualification as a REIT, we must pay dividends to our shareholders of at least 90% of our taxable income. As a result of this requirement, we cannot rely on retained earnings to fund long-term liquidity requirements such as hotel property acquisitions, redevelopements and repayments of long-term debt. As such, we expect to continue to raise capital through equity and debt offerings to fund our growth.

Our material cash requirements include the following contractual and other obligations.

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Debt

Our outstanding debt consisted of floating- and fixed-rate unsecured term loans, convertible senior notes, senior unsecured notes and mortgage loans with varying maturities. Our total debt had an aggregate face value of $2.3 billion as of December 31, 2023, as summarized below:

	December 31, 2023
	(in thousands)
Revolving credit facilities	$	—
Term loans	1,380,000
Convertible senior notes	750,000
Senior unsecured notes	2,400
Mortgage loans	197,497
Total debt at face value	$	2,329,897

For further discussion on the components of our debt, see Note 5. Debt to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

On January 3, 2024, the Company entered into the First Amendment to the Fifth Amended and Restated Credit Agreement ("Credit Agreement") which extended the maturity date of $356.7 million borrowed under Term Loan 2024 to January 2028. In connection with the extension, the Company also repaid $60.0 million of its outstanding Term Loan 2024 obligation with available cash. The remaining $43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity. On January 3, 2024, the Company also repaid $50.0 million of its outstanding Term Loan 2025 obligation with available cash.

We have the option to extend certain of our current debt maturities with the payment of extension fees. Assuming we exercise all extension options available in our debt agreements and after adjusting for the aforementioned January 2024 term loan extension and repayments, we expect that future principal and interest payments associated with our remaining debt obligations outstanding as of December 31, 2023 will be $2.6 billion through their maturity, with $45.2 million of principal and $102.4 million of interest payable on or before December 31, 2024. We intend to pay amounts due with available cash, borrowings under our revolving credit facility, proceeds from property sales and/or refinance with long-term debt.

We are in compliance with all of our debt covenants.

Our mortgage loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions may be triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. As of December 31, 2023, none of the mortgage loans were in a cash trap.

Hotel, ground and finance lease obligations

Our properties that are subject to hotel, ground or finance leases, as noted in Note 11. Commitment and Contingencies to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K, may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in consumer price index ("CPI") and may be subject to minimum and maximum increases.

Future fixed minimum payments associated with our hotel, ground and finance leases total $1.8 billion as of December 31, 2023, with $21.5 million payable on or before December 31, 2024.

Purchase commitments

As of December 31, 2023, we had $15.4 million of outstanding purchase commitments, all of which will be paid on or before December 31, 2024. These purchase commitments represent outstanding purchase orders and contracts that have been executed for capital and renovation projects at our properties. See Capital Investments for discussion on planned capital investments.

Preferred dividends and Series Z preferred operating partnership units

We expect to pay aggregate annual dividends and distributions of approximately $47.2 million on our outstanding Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares and Series Z Cumulative Perpetual Preferred Units on or before December 31, 2024 and in future years until the shares/units are redeemed. For further discussion on our preferred shares and preferred units, see Note 7. Equity to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

42

Sources and Uses of Cash

Our principal sources of cash are cash from operations, draws on our credit facilities, net proceeds from equity and debt offerings, and net proceeds from property sales. Our principal uses of cash are asset acquisitions, debt service payments, the redemption of equity securities, capital investments, operating costs, corporate expenses and dividends.

Operating Activities. Our net cash provided by operating activities was $236.2 million for the year ended December 31, 2023 and $278.7 million for the year ended December 31, 2022. Fluctuations in our net cash provided by operating activities are primarily the result of changes in hotel revenues, operating cash requirements and corporate expenses. The decrease in cash provided by operations in 2023 as compared to 2022 is primarily due to the disposition of five hotel properties and two retail components of our hotel properties in 2023.

Investing Activities. Our net cash provided by (used in) investing activities was $142.0 million for the year ended December 31, 2023 and $(109.4) million for the year ended December 31, 2022. Fluctuations in our net cash provided by (used in) investing activities are primarily the result of acquisition and disposition activities, as well as capital improvements and additions to our properties.

•During the year ended December 31, 2023, we invested $200.6 million in improvements to our hotel properties, received $314.9 million from the sale of five hotel properties and two retail components of our hotel properties and received $30.2 million in property insurance proceeds.

•During the year ended December 31, 2022, we invested $116.7 million in improvements to our hotel properties, received $248.9 million from the sale of four hotel properties and purchased two hotel properties using cash of $247.2 million.

Financing Activities. Our net cash used in financing activities was $236.8 million for the year ended December 31, 2023 and $209.3 million for the year ended December 31, 2022. Fluctuations in our net cash used in financing activities are primarily the result of our issuance and repurchase of debt and equity securities and distributions paid on our preferred and common shares.

•During the year ended December 31, 2023, we borrowed and repaid $10.0 million of revolving credit facility borrowings, borrowed $140.0 million and repaid $211.1 million in other debt, repurchased $92.8 million and $15.8 million of common shares and preferred shares, respectively, through our common and preferred share repurchase programs, and paid $53.6 million in preferred and common distributions.

•During the year ended December 31, 2022, we borrowed and repaid $190.2 million of revolving credit facility borrowings, borrowed and repaid $1.4 billion in other debt, repurchased $70.7 million of common shares through our common share repurchase program, paid $52.7 million in preferred and common distributions, used $16.0 million to redeem one million Series H Preferred Shares and paid $12.4 million in financing fees.

Capital Investments

We maintain and intend to continue maintaining all of our hotels in good repair and condition, in conformity with applicable laws and regulations, in accordance with franchisor standards when applicable and in accordance with agreed-upon requirements in our management agreements. Routine capital investments will be administered by the hotel management companies. However, we maintain approval rights over the capital investments as part of the annual budget process and as otherwise required from time to time.

Certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guest rooms, meeting space and restaurants, in order to better compete with other hotels in our markets. In addition, after we acquire a hotel property, we are often required by the franchisor or brand manager, if any, to complete a property improvement plan (“PIP”) in order to bring the hotel property up to the franchisor’s or brand’s standards. Generally, we expect to fund renovations and improvements with available cash, restricted cash, borrowings under our credit facility or proceeds from new debt or equity offerings.

For the year ended December 31, 2023, we invested $200.6 million in capital investments to reposition and improve our properties, including the renovations of Newport Harbor Island Resort, Margaritaville Hotel San Diego Gaslamp Quarter, Estancia La Jolla Hotel & Spa, Jekyll Island Club Resort, Hilton San Diego Gaslamp Quarter and Skamania Lodge, as well as capital expenditures related to the repair and remediation of LaPlaya Beach Resort & Club and Southernmost Beach Resort, which were damaged by Hurricane Ian.

Depending on market conditions, and in some instances subject to approval from governmental authorities, we expect to invest an additional $85.0 million to $90.0 million in capital investments in 2024, which includes normal hotel capital refurbishments, return of investment projects and major capital projects. We have the following significant capital projects that are expected to be completed in 2024:

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•$49.0 million comprehensive redevelopment of Newport Harbor Island Resort, which commenced in 2023 and is expected to be completed in the second quarter of 2024;

•$26.0 million comprehensive redevelopment of Estancia La Jolla Hotel & Spa, which commenced in 2022 and is expected to be completed in the second quarter of 2024; and

•$20.0 million first phase of a multi-phase master plan at Skamania Lodge, which commenced in 2022 and is expected to be completed in the second quarter of 2024.

Common Share Repurchase Programs, Preferred Share Repurchase Program and ATM Program

Common Share Repurchase Programs

On July 27, 2017, our Board of Trustees authorized a share repurchase program of up to $100.0 million of our outstanding common shares. Under this program, we could repurchase common shares from time to time in transactions on the open market or by private agreement. During the year ended December 31, 2023, we repurchased $87.0 million of common shares under this program, and as of December 31, 2023, no common shares remained available for repurchase under this program.

On February 17, 2023, our Board of Trustees authorized a share repurchase program of up to $150.0 million of our outstanding common shares. Under this program, we may repurchase common shares from time to time in transactions on the open market or by private agreement. We may suspend or discontinue this program at any time. Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares. During the year ended December 31, 2023, we repurchased $4.0 million of common shares under this program, and as of December 31, 2023, $146.0 million of common shares remained available for repurchase under this program.

During the year ended December 31, 2023, we repurchased 6,498,901 common shares under the 2017 and 2023 repurchase programs, for an aggregate purchase price of $91.0 million, or an average of approximately $14.01 per share.

The timing, manner, price and amount of any repurchases under the 2023 program will be determined by us in our discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require us to repurchase any specific number of common shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.

Preferred Share Repurchase Program

On February 17, 2023, our Board of Trustees approved a repurchase program of up to $100.0 million of our outstanding preferred shares (the “Preferred Share Repurchase Program”). Under the terms of the program, we may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement. As of December 31, 2023, $84.2 million of preferred shares remained available for repurchase under this program.

During the year ended December 31, 2023, we repurchased 1,000,000 of Series H Preferred Shares under this repurchase program, for an aggregate purchase price of $15.8 million, or an average of approximately $15.79 per share.

The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require us to repurchase any specific number of Preferred Shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.

ATM Program

On April 29, 2021, we filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). On February 21, 2023, the ATM program expired. No common shares were issued or sold under the ATM program.

Inflation

We rely on the performance of the hotels to increase revenues to keep pace with inflation. Generally, our hotel operators possess the ability to adjust room rates daily, except for group or corporate rates contractually committed to in advance, although competitive pressures may limit the ability of our operators to raise rates faster than inflation or even at the same rate.

Seasonality

For discussion on the seasonality of our hotels' operations, see Part I, Item 1 of this Annual Report on Form 10-K.

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Derivative Instruments

In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are subject to fair value reporting at each reporting date and the increase or decrease in fair value is recorded in net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. Derivatives expose the Company to credit risk in the event of non-performance by the counter parties under the terms of the interest rate hedge agreements. We believe we minimize the credit risk by transacting with major credit-worthy financial institutions.

As of December 31, 2023, we have interest rate swap agreements with an aggregate notional amount of $1.2 billion to hedge variable interest rates on our unsecured term loans and a mortgage loan. We have designated these pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. For a further discussion of our derivative instruments see Note 5. Debt, to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Sensitivity

We are exposed to market risk from changes in interest rates. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under guidance included in ASC 815 "Derivatives and Hedging."

The table below provides information about financial instruments that are sensitive to changes in interest rates, including senior notes, term loans, mortgage loans and credit facilities. For debt obligations, the table presents scheduled maturities, including annual amortization of principal, and related weighted-average interest rates for the debt maturing in each specified period (dollars in thousands).

	2024			2025			2026			2027			2028			Thereafter			Total
Liabilities
Fixed rate debt (1)	$	1,910		$	4,592		$	752,308		$	2,429		$	48,658		$	—		$	809,897
Average interest rate	5.07		%	5.00		%	1.76		%	5.07		%	5.07		%	—		%	1.99		%
Variable rate debt (1)	$	460,000		$	460,000		$	—		$	460,000		$	140,000		$	—		$	1,520,000
Average interest rate	7.66		%	7.66		%	—		%	7.61		%	9.06		%	—		%	7.77		%
Total	$	461,910		$	464,592		$	752,308		$	462,429		$	188,658		$	—		$	2,329,897

______________________

(1)    Scheduled maturities assume we exercise all extension options available in our debt agreements. For a discussion of our debt, see Note 5. Debt, to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

This table reflects indebtedness outstanding as of December 31, 2023 and does not reflect indebtedness, if any, incurred after that date. Our ultimate exposure to interest rate fluctuations depends on the amount of indebtedness that bears interest at variable rates, the time at which the interest rate is adjusted, the amount of adjustment, the ability to prepay or refinance variable rate indebtedness and hedging strategies used to reduce the impact of any increases in rates. As of December 31, 2023, the estimated fair value of our fixed rate debt was $686.3 million.

As of December 31, 2023, $365.0 million of the Company's aggregate indebtedness (15.7% of total indebtedness) was subject to variable interest rates, excluding amounts outstanding under the term loan facilities that have been effectively swapped into fixed rates. If interest rates on our unhedged variable rate debt increase or decrease by 0.1 percent, our annual interest expense will increase or decrease by approximately $0.4 million, respectively.

Item 8. Financial Statements and Supplementary Data.

See Financial Statements and index beginning on page F-1.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

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Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the original framework in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

KPMG LLP, an independent registered public accounting firm, has audited our consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued its report, included herein on page F-4, on the effectiveness of our internal control over financial reporting.

There was no change to our internal control over financial reporting during the fourth quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

During the three months ended December 31, 2023, none of our officers or trustees adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement."

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Trustees, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to the Company's Proxy Statement for the 2024 Annual Meeting of Shareholders.

Item 11. Executive Compensation.

The information required by this item is incorporated by reference to the Company's Proxy Statement for the 2024 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The information required by this item is incorporated by reference to the Company's Proxy Statement for the 2024 Annual Meeting of Shareholders.

Item 13. Certain Relationships and Related Transactions, and Trustee Independence.

The information required by this item is incorporated by reference to the Company's Proxy Statement for the 2024 Annual Meeting of Shareholders.

Item 14. Principal Accountant Fees and Services.

Our independent registered public accounting firm is KPMG LLP, McLean, VA, Auditor Firm ID: 185.

The information required by this item is incorporated by reference to the Company's Proxy Statement for the 2024 Annual Meeting of Shareholders.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this report:

1. Financial Statements

    Included herein on pages F-1 through F-34.

2. Financial Statement Schedules

The following financial statement schedule is included herein on pages F-35 through F-38.

Schedule III--Real Estate and Accumulated Depreciation

All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.

3. Exhibits

The following exhibits are filed or furnished, as the case may be, as part of this Annual Report on Form 10-K:

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Exhibit Number	Description of Exhibit
3.1	Declaration of Trust of Pebblebrook Hotel Trust, as amended and supplemented through July 23, 2021 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2021 (File No. 001-34571)).
3.2	Bylaws of Pebblebrook Hotel Trust, as amended and restated on February 17, 2023 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on February 24, 2023 (File No. 001-34571)).
3.3	Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of December 13, 2013 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 17, 2013 (File No. 001-34571)).
3.4	First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of September 30, 2014 (incorporated by reference to Exhibit 3.4 to Pebblebrook Hotel Trust’s Annual Report on Form 10-K filed with the SEC on February 17, 2015 (File No. 001-34571)).
3.5	Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of June 8, 2016 (incorporated by reference to Exhibit 3.5 to Pebblebrook Hotel Trust’s Current Report on Form 8‑K filed with the SEC on June 8, 2016 (File No. 001‑34571)).
3.6	Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of November 30, 2018 (incorporated by reference to Exhibit 3.3 to Pebblebrook Hotel Trust’s Current Report on Form 8‑K filed with the SEC on December 3, 2018 (File No. 001‑34571)).
3.7	Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P., dated as of May 12, 2021 (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust’s Current Report on Form 8‑K filed with the SEC on May 12, 2021 (File No. 001‑34571)).
3.8	Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P. dated July 23, 2021 (incorporated by reference to Exhibit 3.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on July 27, 2021 (File No. 001-34571)).
3.9	Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel., L.P., dated as of May 11, 2022 (incorporated by reference to Exhibit 3.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on May 12, 2022 (File No. 001-34571)).
4.1†	Description of the Registrant's Securities.
4.2	Indenture, dated December 15, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 16, 2020 (File No. 001-34571)).
4.3	First Supplemental Indenture, dated December 15, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 16, 2020 (File No. 001-34571)).
10.1*	Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on August 2, 2012 (File No. 001-34571)).
10.2*	Amendment No. 1 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective July 7, 2016 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Quarterly Report on Form 10‑Q filed with the SEC on July 25, 2016 (File No. 001‑34571)).
10.3*	Amendment No. 2 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective February 15, 2017 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on February 22, 2017 (File No. 001‑34571)).
10.4*	Amendment No. 3 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective May 19, 2021 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on May 21, 2021 (File No. 001‑34571)).
10.5*	Amendment No. 4 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective May 16, 2022 (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on May 16, 2022 (File No. 001-34571)).
10.6*	Change in Control Severance Agreement between Pebblebrook Hotel Trust and Jon E. Bortz (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on March 24, 2010 (File No. 001-34571)).
10.7*	Change in Control Severance Agreement between Pebblebrook Hotel Trust and Raymond D. Martz (incorporated by reference to Exhibit 10.3 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on March 24, 2010 (File No. 001-34571)).
10.8*	Change in Control Severance Agreement between Pebblebrook Hotel Trust and Thomas C. Fisher (incorporated by reference to Exhibit 10.4 to Pebblebrook Hotel Trust's Annual Report on Form 10-K filed with the SEC on March 24, 2010 (File No. 001-34571)).
10.9*	Form of Indemnification Agreement between Pebblebrook Hotel Trust and its officers and trustees (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to Pebblebrook Hotel Trust's Registration Statement on Form S-11/A filed with the SEC on November 10, 2009 (File No. 333-162412)).
10.10*	Form of Share Award Agreement for trustees (incorporated by reference to Exhibit 10.6 of Amendment No. 2 to Pebblebrook Hotel Trust's Registration Statement on Form S-11/A filed with the SEC on November 25, 2009 (File No. 333-162412)).
10.11*	Form of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on April 26, 2012 (File No. 001-34571)).
10.12*	Form of Performance Unit Retention Award Agreement (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on December 17, 2013 (File No. 001-34571)).
10.13	Fifth Amended and Restated Credit Agreement, dated as of October 13, 2022, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on October 14, 2022 (File No. 001-34571)).

49

10.14	First Amendment to Fifth Amended Restated Credit Agreement, dated as of January 3, 2024, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust's Current Report on Form 8-K filed with the SEC on January 4, 2024 (File No. 001-34571)).
10.15*	Form of Share Award Agreement (time-based vesting) for Executive Officers (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on February 16, 2018 (File No. 001-34571)).
10.16*	Form of Performance Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on February 16, 2018 (File No. 001-34571)).
10.17*	Form of Performance Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to Pebblebrook Hotel Trust’s Current Report on Form 8-K filed with the SEC on February 24, 2023 (File No. 001-34571)).
10.18*	Form of LTIP Class B Unit Vesting Agreement – retention award (incorporated by reference to Exhibit 10.6 to Pebblebrook Hotel Trust's Quarterly Report on Form 10-Q filed with the SEC on April 29, 2021 (File No. 001-34571)).
21.1†	List of Subsidiaries of Pebblebrook Hotel Trust.
23.1†	Consent of KPMG LLP.
31.1†	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2††	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1†	Clawback Policy.
101.INS	XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.(1)
101.SCH	Inline XBRL Taxonomy Extension Schema Document(1)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document(1)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document(1)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document(1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)(1)

______________________

*    Management agreement or compensatory plan or arrangement

†    Filed herewith.

††    Furnished herewith.

(1)    Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; (v) Notes to Consolidated Financial Statements; and (vi) Cover Page (in connection with Exhibit 104).

50

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.

		PEBBLEBROOK HOTEL TRUST
Date:	February 21, 2024	/s/ JON E. BORTZ
		Jon E. Bortz
		Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ JON E. BORTZ	Chief Executive Officer and Chairman of the Board (principal executive officer)	February 21, 2024
Jon E. Bortz
/s/ RAYMOND D. MARTZ	Co-President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)	February 21, 2024
Raymond D. Martz
/s/ CYDNEY C. DONNELL	Trustee	February 21, 2024
Cydney C. Donnell
/s/ RON E. JACKSON	Trustee	February 21, 2024
Ron E. Jackson
/s/ PHILLIP M. MILLER	Trustee	February 21, 2024
Phillip M. Miller
/s/ MICHAEL J. SCHALL	Trustee	February 21, 2024
Michael J. Schall
/s/ BONNY W. SIMI	Trustee	February 21, 2024
Bonny W. Simi
/s/ EARL E. WEBB	Trustee	February 21, 2024
Earl E. Webb

PEBBLEBROOK HOTEL TRUST

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Reports of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations and Comprehensive Income	F-6
Consolidated Statements of Equity	F-8
Consolidated Statements of Cash Flows	F-11
Notes to Consolidated Financial Statements	F-12
Schedule III - Real Estate and Accumulated Depreciation	F-35

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees

Pebblebrook Hotel Trust:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Pebblebrook Hotel Trust and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 5 to the consolidated financial statements, the Company has changed its method of accounting for convertible debt as of January 1, 2021 due to the adoption of ASU 2020-06.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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

Assessment of estimated holding periods for investments in hotel properties

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Investment in hotel properties, net of accumulated depreciation was $5,491 million, or 94% of total assets as of December 31, 2023.

We identified the assessment of the estimated holding periods for hotel properties as a critical audit matter. A high degree of subjective and complex auditor judgment was required to assess the events or changes in circumstances used by the Company to evaluate the estimated holding periods. A shortened estimated holding period could indicate a potential impairment.

F-2

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of internal controls related to the Company’s determination of the estimated holding periods for hotel properties. We evaluated the relevant events or changes in circumstances that the Company used to evaluate its estimated holding periods by:

•inspecting documents, such as meeting minutes of the board of trustees, to assess the likelihood that a property will be sold significantly before the end of its previously estimated holding periods

•reading certain publicly available information to identify information regarding potential sales of the Company’s hotel properties

•inquiring of Company officials, including those in the organization who are responsible for, and have authority over, disposition activities

•obtaining representations from the Company regarding the status of potential plans to dispose of hotel properties.

/s/ KPMG LLP

We have served as the Company's auditor since 2009.

McLean, Virginia

February 21, 2024

F-3

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees

Pebblebrook Hotel Trust:

Opinion on Internal Control Over Financial Reporting

We have audited Pebblebrook Hotel Trust and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 21, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

McLean, Virginia

February 21, 2024

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Pebblebrook Hotel Trust Consolidated Balance Sheets (in thousands, except share and per-share data)
	December 31, 2023		December 31, 2022
ASSETS
Investment in hotel properties, net	$	5,490,776	$	5,874,876
Hotel held for sale	—		44,861
Cash and cash equivalents	183,747		41,040
Restricted cash	9,894		11,229
Hotel receivables (net of allowance for doubtful accounts of $689 and $431, respectively)	43,912		45,258
Prepaid expenses and other assets	96,644		116,276
Total assets	$	5,824,973	$	6,133,540
LIABILITIES AND EQUITY
Debt	$	2,319,801	$	2,387,293
Accounts payable, accrued expenses and other liabilities	238,644		250,518
Lease liabilities - operating leases	320,617		320,402
Deferred revenues	76,874		73,603
Accrued interest	6,830		4,535
Liabilities related to hotel held for sale	—		428
Distribution payable	11,862		12,218
Total liabilities	2,974,628		3,048,997
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred shares of beneficial interest, $.01 par value (liquidation preference $690,000 and $715,000 at December 31, 2023 and December 31, 2022, respectively), 100,000,000 shares authorized; 27,600,000 shares issued and outstanding at December 31, 2023 and 28,600,000 shares issued and outstanding at December 31, 2022	276		286
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 120,191,349 shares issued and outstanding at December 31, 2023 and 126,345,293 shares issued and outstanding at December 31, 2022	1,202		1,263
Additional paid-in capital	4,078,912		4,182,359
Accumulated other comprehensive income (loss)	24,374		35,724
Distributions in excess of retained earnings	(1,341,264)		(1,223,117)
Total shareholders’ equity	2,763,500		2,996,515
Non-controlling interests	86,845		88,028
Total equity	2,850,345		3,084,543
Total liabilities and equity	$	5,824,973	$	6,133,540

The accompanying notes are an integral part of these financial statements.

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Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per-share data)
	For the year ended December 31,
	2023		2022		2021
Revenues:
Room	$	914,109	$	910,936	$	483,191
Food and beverage	351,852		346,702		157,848
Other operating	153,988		134,253		92,005
Total revenues	1,419,949		1,391,891		733,044
Expenses:
Hotel operating expenses:
Room	248,020		225,992		127,105
Food and beverage	264,163		243,543		111,928
Other direct and indirect	428,897		413,939		257,547
Total hotel operating expenses	941,080		883,474		496,580
Depreciation and amortization	240,645		239,583		224,251
Real estate taxes, personal property taxes, property insurance, and ground rent	124,595		126,134		111,675
General and administrative	44,789		39,187		38,166
Impairment	81,788		89,633		14,856
Gain on sale of hotel properties	(30,375)		(6,194)		(64,729)
Business interruption insurance income	(32,985)		—		—
Other operating expenses	12,602		5,352		2,036
Total operating expenses	1,382,139		1,377,169		822,835
Operating income (loss)	37,810		14,722		(89,791)
Interest expense	(115,660)		(99,988)		(96,633)
Other	4,229		562		113
Income (loss) before income taxes	(73,621)		(84,704)		(186,311)
Income tax (expense) benefit	(655)		(277)		(61)
Net income (loss)	(74,276)		(84,981)		(186,372)
Net income (loss) attributable to non-controlling interests	3,741		2,190		(1,514)
Net income (loss) attributable to the Company	(78,017)		(87,171)		(184,858)
Distributions to preferred shareholders	(43,649)		(45,074)		(42,105)
Redemption of preferred shares	8,396		8,186		(8,055)
Net income (loss) attributable to common shareholders	$	(113,270)	$	(124,059)	$	(235,018)
Net income (loss) per share available to common shareholders, basic	$	(0.93)	$	(0.95)	$	(1.80)
Net income (loss) per share available to common shareholders, diluted	$	(0.93)	$	(0.95)	$	(1.80)
Weighted-average number of common shares, basic	121,813,042		130,453,944		130,804,354
Weighted-average number of common shares, diluted	121,813,042		130,453,944		130,804,354

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Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (in thousands, except share and per-share data)
	For the year ended December 31,
	2023		2022		2021
Comprehensive Income:
Net income (loss)	$	(74,276)	$	(84,981)	$	(186,372)
Other comprehensive income (loss):
Change in fair value of derivative instruments	17,572		55,479		15,289
Amounts reclassified from other comprehensive income	(28,995)		52		25,210
Comprehensive income (loss)	(85,699)		(29,450)		(145,873)
Comprehensive income (loss) attributable to non-controlling interests	3,668		2,555		(1,251)
Comprehensive income (loss) attributable to the Company	$	(89,367)	$	(32,005)	$	(144,622)

The accompanying notes are an integral part of these financial statements.

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Pebblebrook Hotel Trust Consolidated Statements of Equity (in thousands, except share data)
	For the year ended December 31, 2021
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2020	20,400,000	$	204	130,673,300	$	1,307	$	4,169,870	$	(60,071)	$	(853,973)	$	3,257,337	$	6,989	$	3,264,326
Redemption of preferred shares	(10,000,000)	(100)		—	—		(241,845)		—		(8,055)		(250,000)		—		(250,000)
Issuance of shares, net of offering costs	19,200,000	192		—	—		463,862		—		—		464,054		—		464,054
Issuance of common shares for Board of Trustees compensation	—	—		27,711	1		515		—		—		516		—		516
Repurchase of common shares	—	—		(38,310)	(1)		(719)		—		—		(720)		—		(720)
Share-based compensation	—	—		151,049	1		10,433		—		—		10,434		2,445		12,879
Distributions on common shares/units	—	—		—	—		—		—		(5,032)		(5,032)		(66)		(5,098)
Distributions on preferred shares	—	—		—	—		—		—		(42,105)		(42,105)		—		(42,105)
Cumulative effect adjustment from adoption of new accounting standard	—	—		—	—		(113,099)		—		—		(113,099)		—		(113,099)
Purchases of capped calls in connection with convertible senior notes	—	—		—	—		(20,975)		—		—		(20,975)		—		(20,975)
Other adjustment	—	—		—	—		—		393		—		393		(393)		—
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		15,026		—		15,026		263		15,289
Amounts reclassified from other comprehensive income	—	—		—	—		—		25,210		—		25,210		—		25,210
Net income (loss)	—	—		—	—		—		—		(184,858)		(184,858)		(1,514)		(186,372)
Balance at December 31, 2021	29,600,000	$	296	130,813,750	$	1,308	$	4,268,042	$	(19,442)	$	(1,094,023)	$	3,156,181	$	7,724	$	3,163,905

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Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data)
	For the year ended December 31, 2022
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2021	29,600,000	$	296	130,813,750	$	1,308	$	4,268,042	$	(19,442)	$	(1,094,023)	$	3,156,181	$	7,724	$	3,163,905
Redemption of preferred shares	(1,000,000)	(10)		—	—		(24,176)		—		8,186		(16,000)		—		(16,000)
Issuance of shares, net of offering costs	—	—		—	—		(123)		—		—		(123)		—		(123)
Issuance of operating partnership units	—	—		—	—		—				—		—		78,000		78,000
Issuance of common shares for Board of Trustees compensation	—	—		33,866	1		737		—		—		738		—		738
Repurchase of common shares	—	—		(4,609,626)	(47)		(70,677)		—		—		(70,724)		—		(70,724)
Share-based compensation	—	—		107,303	1		8,556		—		—		8,557		2,793		11,350
Distributions on common shares/units	—	—		—	—		—		—		(5,035)		(5,035)		(69)		(5,104)
Distributions on preferred shares/units	—	—		—	—		—		—		(45,074)		(45,074)		(2,975)		(48,049)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		55,114		—		55,114		365		55,479
Amounts reclassified from other comprehensive income	—	—		—	—		—		52		—		52		—		52
Net income (loss)	—	—		—	—		—		—		(87,171)		(87,171)		2,190		(84,981)
Balance at December 31, 2022	28,600,000	$	286	126,345,293	$	1,263	$	4,182,359	$	35,724	$	(1,223,117)	$	2,996,515	$	88,028	$	3,084,543

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Pebblebrook Hotel Trust Consolidated Statements of Equity - Continued (in thousands, except share data)
	For the year ended December 31, 2023
	Preferred Shares			Common Shares			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Retained Earnings		Total Shareholders' Equity		Non-Controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2022	28,600,000	$	286	126,345,293	$	1,263	$	4,182,359	$	35,724	$	(1,223,117)	$	2,996,515	$	88,028	$	3,084,543
Redemption of preferred shares	(1,000,000)	(10)		—	—		(24,176)		—		8,396		(15,790)		—		(15,790)
Redemption of non-controlling interest OP units	—	—		133,605	1		3,514		—		—		3,515		(3,515)		—
Issuance of common shares for Board of Trustees compensation	—	—		55,480	1		753		—		—		754		—		754
Repurchase of common shares	—	—		(6,578,436)	(65)		(92,688)		—		—		(92,753)		—		(92,753)
Share-based compensation	—	—		235,407	2		9,150		—		—		9,152		3,393		12,545
Distributions on common shares/units	—	—		—	—		—		—		(4,877)		(4,877)		(72)		(4,949)
Distributions on preferred shares/units	—	—		—	—		—		—		(43,649)		(43,649)		(4,657)		(48,306)
Other comprehensive income (loss):
Change in fair value of derivative instruments	—	—		—	—		—		17,645		—		17,645		(73)		17,572
Amounts reclassified from other comprehensive income	—	—		—	—		—		(28,995)		—		(28,995)		—		(28,995)
Net income (loss)	—	—		—	—		—		—		(78,017)		(78,017)		3,741		(74,276)
Balance at December 31, 2023	27,600,000	$	276	120,191,349	$	1,202	$	4,078,912	$	24,374	$	(1,341,264)	$	2,763,500	$	86,845	$	2,850,345

The accompanying notes are an integral part of these financial statements.

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Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (in thousands)
	For the year ended December 31,
	2023		2022		2021
Operating activities:
Net income (loss)	$	(74,276)	$	(84,981)	$	(186,372)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	240,645		239,583		224,251
Share-based compensation	12,545		11,350		11,433
Amortization of deferred financing costs, non-cash interest and other amortization	12,124		13,453		16,633
Gain on sale of hotel properties	(30,375)		(6,194)		(64,729)
Impairment	81,788		89,633		14,856
Non-cash ground rent	9,898		9,952		7,061
Other adjustments	(7,801)		(4,713)		(1,959)
Changes in assets and liabilities:
Hotel receivables	1,171		(7,974)		(27,509)
Prepaid expenses and other assets	(11,190)		(10,018)		(428)
Accounts payable and accrued expenses	(5,860)		24,808		51,793
Deferred revenues	7,528		3,846		25,736
Net cash provided by (used in) operating activities	236,197		278,745		70,766
Investing activities:
Improvements and additions to hotel properties	(200,634)		(116,743)		(83,827)
Proceeds from sales of hotel properties	314,941		248,908		255,927
Acquisition of hotel properties	—		(247,163)		(253,541)
Property insurance proceeds	30,210		5,638		—
Other investing activities	(2,495)		(25)		(128)
Net cash provided by (used in) investing activities	142,022		(109,385)		(81,569)
Financing activities:
Gross proceeds from issuance of preferred shares	—		—		480,000
Payment of offering costs — common and preferred shares	—		(123)		(15,947)
Payment of deferred financing costs	(2,710)		(12,415)		(14,510)
Borrowings under revolving credit facilities	10,000		190,151		—
Repayments under revolving credit facilities	(10,000)		(190,151)		(40,000)
Proceeds from debt	140,000		1,380,000		268,599
Repayments of debt	(211,088)		(1,434,956)		(392,236)
Purchases of capped calls for convertible senior notes	—		—		(20,975)
Repurchases of common shares	(92,753)		(70,724)		(720)
Redemption of preferred shares	(15,790)		(16,000)		(250,000)
Distributions — common shares/units	(4,971)		(5,291)		(5,279)
Distributions — preferred shares/units	(48,607)		(47,367)		(39,443)
Other financing activities	(928)		(2,462)		(2,739)
Net cash provided by (used in) financing activities	(236,847)		(209,338)		(33,250)
Net change in cash and cash equivalents and restricted cash	141,372		(39,978)		(44,053)
Cash and cash equivalents and restricted cash, beginning of year	52,269		92,247		136,300
Cash and cash equivalents and restricted cash, end of year	$	193,641	$	52,269	$	92,247

The accompanying notes are an integral part of these financial statements.

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PEBBLEBROOK HOTEL TRUST

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization

Pebblebrook Hotel Trust (the "Company") is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major U.S. cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.

As of December 31, 2023, the Company owned interests in 46 hotels with a total of 11,924 guest rooms. The hotel properties are located in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Newport, Rhode Island; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Stevenson, Washington; and Washington, D.C.

Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of December 31, 2023, the Company owned 99.3% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.7% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial policies, are accounted for under the equity method.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. It is uncertain what the future affects of the COVID-19 pandemic will have on the overall economy or travel. In addition, the rise in inflation and corresponding increase in interest rates may also impact the overall economy. A decline in travel or a significant increase in costs may impact the Company's cash flow and ability to service debt or meet other financial obligations.

Fair Value Measurements

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:

1.Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

2.Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.

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3.Level 3 – Model-derived valuations with unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. See Note 5. Debt to the accompanying consolidated financial statements for disclosures on the fair value of debt and derivative instruments.

Investment in Hotel Properties

Upon acquiring a business or hotel property, the Company measures and recognizes the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties.

Transaction costs related to business combinations are expensed as incurred and included on the consolidated statements of operations and comprehensive income. Transaction costs related to asset acquisitions are capitalized and recorded to investment in hotel property.

Hotel renovations and replacements of assets that improve or extend the life of the asset are recorded at cost and depreciated over their estimated useful lives. Furniture, fixtures and equipment under finance leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred.

Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations.

The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and estimated holding period, future required capital expenditures, and fair values, including consideration of expected terminal capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.

The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Company's board of trustees (the "Board of Trustees") has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss, together with the related operating results, as continuing or discontinuing operations on the statements of operations and classify the assets and related liabilities as held for sale on the balance sheet.

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Intangible Assets and Liabilities

Intangible assets or liabilities are recorded on non-market contracts assumed as part of the acquisition of certain hotels. The Company reviews the terms of agreements assumed in conjunction with the purchase of a hotel to determine if the terms are over or under market compared to an estimated market agreement at the acquisition date. Under market lease assets or over market contract liabilities are recorded at the acquisition date and amortized using the straight-line method over the term of the agreement. The Company does not amortize intangible assets with indefinite useful lives, but reviews these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions and short-term liquid investments with an original maturity of three months or less. The Company maintains cash and cash equivalents balances in excess of insured limits with various financial institutions. This may subject the Company to significant concentrations of credit risk. The Company performs periodic evaluations of the credit quality of these financial institutions.

Restricted Cash

Restricted cash primarily consists of reserves for replacement of furniture and fixtures, cash held in escrow pursuant to certain lender or hotel management agreement requirements to pay for real estate taxes, ground rent or property insurance and cash held in cash management and lockbox accounts pursuant to certain mortgage loan requirements.

Prepaid Expenses and Other Assets

The Company's prepaid expenses and other assets consist of prepaid real estate taxes, prepaid insurance, inventories, over or under market leases, and corporate office equipment and furniture.

Derivative Instruments

In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are recorded at fair value on the balance sheet date. Unrealized gains and losses of hedging instruments are reported in other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

Revenue Recognition

Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over the length of a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied.

The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense.

Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company's consolidated statements of operations and comprehensive income.

The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses.

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Income Taxes

To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, the Company's TRS lessees are subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Share-based Compensation

The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation.

Comprehensive Income (Loss)

The purpose of reporting comprehensive income (loss) is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss).

Segment Information

The Company separately evaluates the performance of each of its hotel properties. However, because each of the hotels has similar economic characteristics, facilities, and services, the hotel properties have been aggregated into a single operating segment.

Investments in Unconsolidated Entities

The Company owns a non-controlling equity interest in Fifth Wall Late-Stage Climate Technology Fund, L.P. As of December 31, 2023, the Company has invested $7.9 million. The Company's total equity commitment to the fund is $10.0 million.

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New Accounting Pronouncements

Disclosure Improvements

In October, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification ("ASC"). ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will vary based on the date on which the SEC removes that related disclosure from its rules. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective. Early adoption is prohibited. The Company is currently assessing the potential impacts of ASU 2023-06 and does not expect it to have a material effect on its consolidated financial statements and disclosures.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impacts of adopting ASU 2023-07 on its consolidated financial statements and disclosures.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis, with the option to apply retrospectively. The Company is currently assessing the impacts of adopting ASU 2023-09 on its consolidated financial statements and disclosures.

Note 3. Acquisition and Disposition of Hotel Properties

Acquisitions

There were no acquisitions of hotel properties during the year ended December 31, 2023.

On May 11, 2022, the Company acquired the 119-room Inn on Fifth in Naples, Florida for $156.0 million, excluding prorations and transactions costs. This transaction was funded with cash on hand, the issuance of 16,291 common units of limited partnership interest in the Operating Partnership and 3,104,400 preferred units of the Operating Partnership designated as 6.0% Series Z Preferred Units.

On June 23, 2022, the Company acquired the 257-room Newport Harbor Island Resort (formerly Gurney's Newport Resort & Marina) in Newport, Rhode Island for $174.0 million using cash on hand and proceeds from its senior unsecured revolving credit facility.

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Dispositions

The following table summarizes disposition transactions during the years ended December 31, 2023 and 2022 (in thousands):

Hotel Property Name	Location	Sale Date	Sale Price
The Heathman Hotel	Portland, OR	February 22, 2023	$	45,000
Retail at The Westin Michigan Avenue Chicago	Chicago, IL	March 17, 2023	27,300
Hotel Colonnade Coral Gables	Coral Gables, FL	March 28, 2023	63,000
Hotel Monaco Seattle	Seattle, WA	May 9, 2023	63,250
Hotel Vintage Seattle	Seattle, WA	May 24, 2023	33,700
Hotel Zoe Fisherman’s Wharf	San Francisco, CA	November 14, 2023	68,500
Marina City Retail at Hotel Chicago Downtown, Autograph Collection	Chicago, IL	December 21, 2023	30,000
2023 Total			$	330,750
The Marker San Francisco	San Francisco, CA	June 28, 2022	$	77,000
Sofitel Philadelphia at Rittenhouse Square	Philadelphia, PA	August 2, 2022	80,000
Hotel Spero	San Francisco, CA	August 25, 2022	71,000
Hotel Vintage Portland	Portland, OR	September 14, 2022	32,900
2022 Total			$	260,900

For the years ended December 31, 2023, 2022 and 2021, the accompanying consolidated statements of operations and comprehensive income included operating (loss) of $(0.8) million, $(3.9) million and $(33.2) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold and held for sale.

The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore, did not qualify as discontinued operations.

Held for Sale

As of December 31, 2023, no properties were designated as held for sale by the Company. As of December 31, 2022, the Company had entered into an agreement to sell The Heathman Hotel for approximately $45.0 million. This hotel was designated as held for sale as it met the held for sale criteria, and as a result, the Company recorded an impairment to reduce the carrying value of the property. In addition, the Company classified all of the assets and liabilities related to this hotel as assets and liabilities held for sale in the accompanying consolidated balance sheets and ceased depreciating the assets. As noted above, the Company completed the sale of The Heathman Hotel in February 2023.

Note 4. Investment in Hotel Properties

Investment in hotel properties as of December 31, 2023 and 2022 consisted of the following (in thousands):

	December 31, 2023		December 31, 2022
Land	$	810,633	$	897,756
Buildings and improvements	5,005,894		5,170,976
Furniture, fixtures and equipment	511,451		504,518
Finance lease asset	91,181		91,181
Construction in progress	27,123		11,961
	$	6,446,282	$	6,676,392
Right-of-use asset, operating leases	360,761		370,383
Investment in hotel properties	$	6,807,043	$	7,046,775
Less: Accumulated depreciation	(1,316,267)		(1,171,899)
Investment in hotel properties, net	$	5,490,776	$	5,874,876

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Hurricane Ian

On September 27, 2022, LaPlaya Beach Resort & Club ("LaPlaya") and Inn on Fifth, both located in Naples, Florida, and Southernmost Beach Resort, located in Key West, Florida, were impacted by the effects of Hurricane Ian. Inn on Fifth and Southernmost Beach Resort did not suffer significant damage or disruption. LaPlaya was closed in anticipation of the storm and required remediation and repairs from the damage and remained closed. In 2023, LaPlaya began to reopen in stages as the buildings and facilities were repaired. The Company expects LaPlaya's remediation and repair to be substantially completed in the first quarter of 2024.

The Company’s insurance policies provide coverage for property damage, business interruption and reimbursement for other costs that were incurred relating to damages sustained during Hurricane Ian and the Company has recorded a receivable for the expenditures to date which it anticipates to collect from the insurance providers in excess of the deductibles. For the years ended December 31, 2023 and 2022, the Company recognized an aggregate impairment loss of zero and $7.9 million, respectively, for the damage to LaPlaya and Southernmost Beach Resort. For the year ended December 31, 2023, the Company incurred $6.6 million of expenses related to payroll, repair and claims administration for which reimbursement from insurance policies is uncertain and therefore is included in other operating expenses in the Company's consolidated statements of operations and comprehensive income. Through December 31, 2023 and 2022, the Company has received a total of $84.3 million in preliminary advances from the insurance providers and continues to work with the insurance providers on the settlement of the property and business interruption claims.

Impairment

The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. The Company periodically adjusts its estimate of future operating cash flows and estimated hold periods for certain properties. As a result of its review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.

For the years ended December 31, 2023, 2022, and 2021, the Company recognized impairment losses of $81.8 million related to three hotels and one retail component of a hotel property, $81.7 million related to three hotels and $14.9 million related to one hotel, respectively, as a result of their fair values being lower than their carrying values. The impairment losses were determined using Level 2 inputs under authoritative guidance for fair value measurements using purchase and sale agreements and information from marketing efforts for these properties.

Right-of-use Assets and Lease Liabilities

The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7% to 7.6%. In addition, the term used includes any options to exercise extensions when it is reasonably certain the Company will exercise such option. See Note 11. Commitments and Contingencies for additional information about the ground leases.

The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of December 31, 2023, the Company's lease liabilities consisted of operating lease liabilities of $320.6 million and financing lease liabilities of $43.4 million. As of December 31, 2022, the Company's lease liabilities consisted of operating lease liabilities of $320.4 million and financing lease liabilities of $42.7 million. The financing lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

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Note 5. Debt

On October 13, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent and certain other agents and lenders (the "Credit Agreement"). The Credit Agreement provides for a $650.0 million senior unsecured revolving credit facility and three $460.0 million unsecured term loan facilities totaling $1.38 billion. The Company may request additional lender commitments to increase the aggregate borrowing capacity under the Credit Agreement up to an additional $970.0 million.

On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $356.7 million borrowed under Term Loan 2024 to January 2028. In connection with the extension, the Company also repaid $60.0 million of its outstanding Term Loan 2024 obligation with available cash. The remaining $43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity. On January 3, 2024, the Company also repaid $50.0 million of its outstanding Term Loan 2025 obligation with available cash.

The Company's debt consisted of the following as of December 31, 2023 and 2022 (dollars in thousands):

				Balance Outstanding as of
	Interest Rate at December 31, 2023		Maturity Date	December 31, 2023		December 31, 2022
Revolving credit facilities
Senior unsecured credit facility	-	(1)(2)	October 2026	$	—	$	—
PHL unsecured credit facility	-	(1)	October 2026	—		—
Revolving credit facilities				$	—	$	—
Unsecured term loans
Term Loan 2024	5.78%	(1)(5)	October 2024	460,000		460,000
Term Loan 2025	5.13%	(1)(6)	October 2025	460,000		460,000
Term Loan 2027	5.61%	(1)	October 2027	460,000		460,000
Term loan principal				$	1,380,000	$	1,380,000
Convertible senior notes principal	1.75%		December 2026	$	750,000	$	750,000
Senior unsecured notes
Series A Notes	-	(3)	December 2023	—		47,600
Series B Notes	4.93%		December 2025	2,400		2,400
Senior unsecured notes principal				$	2,400	$	50,000
Mortgage loans
Margaritaville Hollywood Beach Resort	7.04%	(4)	September 2026	140,000		161,500
Estancia La Jolla Hotel & Spa	5.07%		September 2028	57,497		59,485
Mortgage loans principal				$	197,497	$	220,985
Total debt principal				$	2,329,897	$	2,400,985
Unamortized debt premiums, discount and deferred financing costs, net				(10,096)		(13,692)
Debt, Net				$	2,319,801	$	2,387,293

______________________

(1)    Borrowings bear interest at floating rates. Interest rate at December 31, 2023 gives effect to interest rate hedges.

(2)    The Company has the option to extend the maturity date for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

(3)    The Company paid off the Series A Notes using available cash.

(4)    This loan was refinanced during the third quarter of 2023 and now bears interest at a floating rate equal to daily SOFR plus of 3.75%. The interest rate at December 31, 2023 gives effect to an interest rate swap. The Company has the option to extend the maturity date for up to two one-year periods, pursuant to certain terms and conditions and payment of an extension fee.

(5)    On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $356.7 million borrowed under Term Loan 2024 to January 2028. In connection with the extension, the Company also repaid $60.0 million of its outstanding Term Loan 2024 obligation with available cash. The remaining $43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity.

(6)    On January 3, 2024, the Company repaid $50.0 million of its outstanding Term Loan 2025 obligation with available cash.

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Unsecured Revolving Credit Facilities

The $650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures in October 2026 and provides for two six-month extension options, subject to certain terms and conditions and payment of an extension fee. All borrowings under the $650.0 million senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus 0.10% (the “SOFR Adjustment”) plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. The margins for revolving credit facility loans range in amount from 1.45% to 2.50% for SOFR-based loans and 0.45% to 1.50% for Base Rate-based loans, depending on the Company’s leverage ratio. As of December 31, 2023, the Company had no outstanding borrowings, $13.6 million of outstanding letters of credit and a borrowing capacity of $636.4 million remaining on its senior unsecured revolving credit facility. The Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a maximum percentage of secured debt to total asset value.

Under the terms of the Credit Agreement, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the senior unsecured revolving facility. The Company pays a fee for outstanding standby letters of credit at a rate per annum equal to the applicable margin based upon the Company's leverage ratio. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $13.6 million and $12.6 million were outstanding as of December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company also has a $20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. On October 13, 2022, PHL amended and restated the agreement governing the PHL Credit Facility to extend the maturity to October 2026. The PHL Credit Facility has substantially similar terms as the Company's senior unsecured revolving credit facility. Borrowings on the PHL Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility. As of December 31, 2023, the Company had no borrowings under the PHL Credit Facility and had $20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of December 31, 2023, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

The three $460.0 million term loans provided for in the Credit Agreement mature in October 2024, October 2025 and October 2027, respectively as of December 31, 2023. After adjusting for the aforementioned January 3, 2024 term loan amendment and repayments, the term loans will mature as follows: $43.3 million in October 2024 (Term Loan 2024), $410.0 million in October 2025 (Term Loan 2025), $460.0 million in October 2027 (Term Loan 2027) and $356.7 million in January 2028 (Term Loan 2024). The term loans bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. The margins for term loans range in amount from 1.40% to 2.45% for SOFR-based loans and 0.40% to 1.45% for Base Rate-based loans, depending on the Company's leverage ratio. The term loans are subject to the debt covenants in the Credit Agreement. As of December 31, 2023, the Company was in compliance with all debt covenants of its term loans.

The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities for further discussion on the interest rate swaps.

Convertible Senior Notes

In December 2020, the Company issued $500.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes"). The net proceeds from this offering of the Convertible Notes were approximately $487.3 million after deducting the underwriting fees and other expenses paid by the Company.

In February 2021, the Company issued an additional $250.0 million aggregate principal amount of Convertible Notes. These additional Convertible Notes were sold at a 5.5% premium to par and generated net proceeds of approximately $257.2 million after deducting the underwriting fees and other expenses paid by the Company of $6.5 million, which was offset by a premium received in the amount of $13.8 million.

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The Convertible Notes are governed by an indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021. The Convertible Notes will mature on December 15, 2026.

The Company separated the Convertible Notes issued in December 2020 into liability and equity components. The initial carrying amount of the liability component was $386.1 million and was calculated using a discount rate of 6.25%. The discount rate was based on the terms of debt instruments that were similar to the Convertible Notes. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of the Convertible Notes, or $113.9 million. The amount recorded in equity was not subject to remeasurement or amortization. The $113.9 million also represented the initial discount recorded on the Convertible Notes. As a result of the Company's early adoption of ASU 2020-06 on January 1, 2021, the Convertible Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with the amortization of the debt discount.

Prior to June 15, 2026, the Convertible Notes will be convertible upon certain circumstances. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest (“common shares”) at the applicable conversion rate at any time at their election two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. As of December 31, 2023 and 2022, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes may be increased.

In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial institutions. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the Capped Call Transactions is $33.0225 per share.

Senior Unsecured Notes

The Company has $2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). The debt covenants of the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of December 31, 2023, the Company was in compliance with all such debt covenants.

Mortgage Loans

On September 23, 2021, the Company assumed a $161.5 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville"). During the third quarter of 2023, the Company paid down $21.5 million of this loan and refinanced the remaining $140.0 million balance. The new loan requires interest-only payments based on a floating rate equal to daily SOFR plus a spread of 3.75%. This loan matures on September 7, 2026 and may be extended for up to two one-year periods, subject to certain terms and conditions and payment of extension fees.

On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07%. The loan matures on September 1, 2028.

The Company's mortgage loans associated with Margaritaville and Estancia are non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. These properties are not in a cash trap and no event of default has occurred under the loan documents.

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Interest Expense

The components of the Company's interest expense consisted of the following for the years ended December 31, 2023, 2022, and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
Unsecured revolving credit facilities	$	2,074	$	2,531	$	2,092
Unsecured term loan facilities	73,151		52,355		61,529
Convertible senior notes	13,125		13,125		12,662
Senior unsecured notes	2,169		2,525		3,562
Mortgage debt	14,704		9,788		1,375
Amortization of deferred financing fees, (premiums) and discounts	8,104		16,465		9,741
Other	2,333		3,199		5,672
Total interest expense	$	115,660	$	99,988	$	96,633

Fair Value

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of December 31, 2023 and 2022 was $686.3 million and $700.5 million, respectively.

Future Minimum Principal Payments

As of December 31, 2023, the future minimum principal payments for the Company's debt, assuming all extension options available in the Company's debt agreements are exercised, are as follows (in thousands):

2024	$	461,910
2025	464,592
2026	752,308
2027	462,429
2028	188,658
Total debt principle payments	$	2,329,897
Deferred financing costs, net	(10,096)
Total debt	$	2,319,801

Derivative and Hedging Activities

The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at December 31, 2023 and 2022 consisted of the following, by maturity date (dollars in thousands):

			Aggregate Notional Value as of
Hedge Type	Interest Rate Range (SOFR)(1)	Maturity	December 31, 2023		December 31, 2022
Swap-cash flow	0.05% - 0.07%	January 2023	$	—	$	200,000
Swap-cash flow	1.84% - 1.87%	November 2023	—		250,000
Swap-cash flow	2.47% - 2.50%	January 2024	300,000		300,000
Swap-cash flow	3.22% - 3.25%	October 2025	200,000		—
Swap-cash flow	1.33% - 1.36%	February 2026	290,000		290,000
Swap-cash flow	3.02% - 3.03%	October 2026	200,000		—
Swap-cash flow	3.29%	October 2027	165,000		—
Total			$	1,155,000	$	1,040,000

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The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps and caps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of December 31, 2023, the Company's derivative instruments were in an asset position with an aggregate fair value of $24.5 million. None of the Company's derivative instruments was in a liability position as of December 31, 2023. Derivative assets are included in prepaid expenses and other assets and derivative liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company expects approximately $18.2 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

Note 6. Revenue

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
San Diego, CA	$	307,003	$	303,701	$	165,977
Boston, MA	265,964		243,861		124,440
Southern Florida/Georgia	229,851		271,167		166,310
Los Angeles, CA	187,997		168,310		94,275
San Francisco, CA	145,137		116,022		43,601
Portland, OR	78,948		87,625		53,978
Chicago, IL	75,142		68,402		27,279
Washington, D.C.	68,567		51,937		20,630
Seattle, WA	5,551		17,795		7,946
Other(1)	55,789		63,071		28,608
	$	1,419,949	$	1,391,891	$	733,044

______________________

(1)     Other includes: New York, NY, Philadelphia, PA, Newport, RI and Santa Cruz, CA.

Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months.

Note 7. Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.

Common Share Repurchase Programs

On February 22, 2016, the Company's Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement. During the year ended December 31, 2022, the Company repurchased $56.6 million of common shares under this program, and as of December 31, 2022, no common shares remained available for repurchase under this program.

On July 27, 2017, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of common shares. Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement. During the year ended December 31, 2023, the Company repurchased $87.0 million of common shares under this program, and as of December 31, 2023, no common shares remained available for repurchase under this program.

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On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares. During the year ended December 31, 2023, the Company repurchased $4.0 million of common shares under this program, and as of December 31, 2023, $146.0 million of common shares remained available for repurchase under this program.

During the year ended December 31, 2023, the Company repurchased 6,498,901 common shares under the 2017 and 2023 repurchase programs, for an aggregate purchase price of $91.0 million, or an average of approximately $14.01 per share.

ATM Program

On April 29, 2021, the Company filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). On February 21, 2023, the ATM program expired. No common shares were issued or sold under the ATM program.

Common Dividends

The Company declared the following dividends on common shares/units for the year ended December 31, 2023:

Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
$	0.01	March 31, 2023	March 31, 2023	April 17, 2023
$	0.01	June 30, 2023	June 30, 2023	July 17, 2023
$	0.01	September 30, 2023	September 29, 2023	October 16, 2023
$	0.01	December 31, 2023	December 29, 2023	January 16, 2024

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“preferred shares”).

In May 2021, the Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $222.6 million. In July 2021, the Company issued 10,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $242.1 million.

In August 2021, the Company redeemed all outstanding shares of 6.50% Series C Cumulative Redeemable Preferred Shares and 6.375% Series D Cumulative Redeemable Preferred Shares at the redemption amount of $25.00 per share plus accrued and unpaid dividends of $0.17 and $0.16 per share, respectively.

On December 27, 2022, the Company repurchased 1,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a privately negotiated price of $16.00 per share. The difference between the carrying amount of the repurchased shares, net of issuance costs, and the consideration paid to repurchase the shares is considered a return from preferred shareholders of $8.2 million and recorded as an adjustment to net income (loss) attributable to common shareholders on the Company's basic and diluted earnings per share.

The following Preferred Shares were outstanding as of December 31, 2023 and 2022:

Security Type	December 31, 2023	December 31, 2022
6.375% Series E	4,400,000	4,400,000
6.30% Series F	6,000,000	6,000,000
6.375% Series G	9,200,000	9,200,000
5.70% Series H	8,000,000	9,000,000
	27,600,000	28,600,000

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The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Series E and Series F Preferred Shares at any time. The Series G and Series H Preferred Shares may not be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after such dates, the Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE American or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.

Preferred Share Repurchase Program

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of the Preferred Shares. Under the terms of the program, the Company may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement. As of December 31, 2023, $84.2 million of preferred shares remained available for repurchase under this program.

During the year ended December 31, 2023, the Company repurchased 1,000,000 of Series H Preferred Shares under this repurchase program, for an aggregate purchase price of $15.8 million, or an average of approximately $15.79 per share.

The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require the Company to repurchase any specific number of Preferred Shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.

Preferred Dividends

The Company declared the following dividends on preferred shares for the year ended December 31, 2023:

Security Type	Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
6.375% Series E	$	0.40	March 31, 2023	March 31, 2023	April 17, 2023
6.375% Series E	$	0.40	June 30, 2023	June 30, 2023	July 17, 2023
6.375% Series E	$	0.40	September 30, 2023	September 29, 2023	October 16, 2023
6.375% Series E	$	0.40	December 31, 2023	December 29, 2023	January 16, 2024
6.30% Series F	$	0.39	March 31, 2023	March 31, 2023	April 17, 2023
6.30% Series F	$	0.39	June 30, 2023	June 30, 2023	July 17, 2023
6.30% Series F	$	0.39	September 30, 2023	September 29, 2023	October 16, 2023
6.30% Series F	$	0.39	December 31, 2023	December 29, 2023	January 16, 2024
6.375% Series G	$	0.40	March 31, 2023	March 31, 2023	April 17, 2023
6.375% Series G	$	0.40	June 30, 2023	June 30, 2023	July 17, 2023
6.375% Series G	$	0.40	September 30, 2023	September 29, 2023	October 16, 2023
6.375% Series G	$	0.40	December 31, 2023	December 29, 2023	January 16, 2024
5.70% Series H	$	0.36	March 31, 2023	March 31, 2023	April 17, 2023
5.70% Series H	$	0.36	June 30, 2023	June 30, 2023	July 17, 2023
5.70% Series H	$	0.36	September 30, 2023	September 29, 2023	October 16, 2023
5.70% Series H	$	0.36	December 31, 2023	December 29, 2023	January 16, 2024

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Non-controlling Interest of Common Units in Operating Partnership

Holders of Operating Partnership units ("OP units") have certain redemption rights that enable OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership. In December 2023, these OP units were redeemed for common shares in accordance with the redemption rights described above.

On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units in the Operating Partnership.

As of December 31, 2023 and 2022, the Operating Partnership had 16,291 and 149,896 OP units, respectively, held by third parties, excluding LTIP units.

As of December 31, 2023, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 18, 2021, the Board of Trustees granted 600,097 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2023, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $22.69 per unit, with an aggregate grant date fair value of $13.6 million.

On February 17, 2023, the Board of Trustees granted 131,276 LTIP Class B units to its executive officers. These LTIP units will vest ratably on January 1, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $15.04 per unit with an aggregate grant date fair value of $2.0 million.

As of December 31, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested. As of December 31, 2022, the Operating Partnership had 727,208 LTIP units outstanding, of which 127,111 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described above.

Non-controlling Interest of Preferred Units in Operating Partnership

On May 11, 2022, in connection with the acquisition of Inn on Fifth, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0% Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units"). The Series Z Preferred Units rank senior to OP units and on parity with the Operating Partnership's Series E, Series F, Series G and Series H Preferred Units. Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0% of the liquidation preference value of $25.00 per share.

At any time, holders of Series Z Preferred Units may elect to convert some or all of their units into any other series of the Operating Partnership’s preferred units outstanding at that time. After the second anniversary of the issuance of the Series Z Preferred Units, holders may elect to redeem some or all of their units for, at the Company’s election, cash, common shares having an equivalent value or preferred shares on a one-for-one basis. After the fifth anniversary of their issuance, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one-for-one basis. At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company’s election, cash or common shares having an equivalent value.

As of December 31, 2023, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

Note 8. Share-Based Compensation Plan

Available Shares

The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three to five years. The Company pays or accrues for dividends on share-based awards. All outstanding share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements.

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As of December 31, 2023, there were 1,499,388 common shares available for issuance under the Plan.

Service Condition Share Awards

From time to time, the Company awards restricted common shares under the Plan to members of the Board of Trustees, officers and employees. These shares generally vest over three to five years based on continued service or employment.

The following table provides a summary of service condition restricted share activity for the years ended December 31, 2023, 2022 and 2021:

	Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2021	242,727	$	24.94
Granted	415,531	$	22.69
Vested	(81,591)	$	30.41
Forfeited	(9,236)	$	23.37
Unvested at December 31, 2021	567,431	$	22.53
Granted	143,795	$	21.72
Vested	(107,303)	$	26.23
Forfeited	(36,606)	$	22.80
Unvested at December 31, 2022	567,317	$	21.60
Granted	113,084	$	15.04
Vested	(183,721)	$	23.14
Forfeited	(53,131)	$	16.72
Unvested at December 31, 2023	443,549	$	19.88

The fair value of each of these service condition restricted share awards is determined based on the closing price of the Company’s common shares on the grant date and compensation expense is recognized on a straight-line basis over the vesting period.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $3.5 million, $3.8 million and $4.1 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income. As of December 31, 2023, there was $4.6 million of total unrecognized share-based compensation expense related to unvested restricted shares. The unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.8 years.

Performance-Based Equity Awards

On February 14, 2018, the Board of Trustees approved a target award of 78,918 performance-based equity awards to officers and employees of the Company. In January 2021, none of these awards vested and the Company issued no common shares to officers or employees. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2018 through December 31, 2020.

On February 13, 2019, the Board of Trustees approved a target award of 126,891 performance-based equity awards to officers and employees of the Company. In January 2022, none of these awards vested and the Company issued no common shares to officers or employees. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2019 through December 31, 2021.

On February 12, 2020, the Board of Trustees approved a target award of 161,777 performance-based equity awards to officers and employees of the Company. In January 2023, these awards vested and the Company issued 51,686 common shares to officers and employees. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2020 through December 31, 2022.

On February 18, 2021, the Board of Trustees approved a target award of 189,348 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2024. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2024 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2021 through December 31, 2023.

On May 16, 2022, the Board of Trustees approved a target award of 175,898 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2025. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2025 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2022 through December 31, 2024.

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On February 17, 2023, the Board of Trustees approved a target award of 314,235 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2026. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2026 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2023 through December 31, 2025.

The grant date fair value of the performance awards, with market conditions, were determined using a Monte Carlo simulation method with the following assumptions (dollars in millions):

Performance Award Grant Date		Percentage of Total Award	Grant Date Fair Value by Component	Volatility	Interest Rate	Dividend Yield
February 14, 2018
	Relative and Absolute Total Shareholder Return	65.00% / 35.00%	$3.5	28.00%	2.37%	4.70%
February 13, 2019
	Relative and Absolute Total Shareholder Return	65.00% / 35.00%	$4.5	26.00%	2.52%	4.20%
February 12, 2020
	Relative Total Shareholder Return	100.00%	$4.9	23.40%	1.41%	—%
February 18, 2021
	Relative Total Shareholder Return	100.00%	$6.0	56.00%	0.19%	—%
May 16, 2022
	Relative Total Shareholder Return	100.00%	$5.3	58.70%	2.72%	—%
February 17, 2023
	Relative and Absolute Total Shareholder Return	70.00% / 30.00%	$6.0	61.60%	4.31%	—%

In the table above, the Relative Total Shareholder Return and Absolute Total Shareholder Return components are market conditions as defined by ASC 718.

Dividends on unvested performance-based equity awards accrue over the vesting period and will be paid on the actual number of shares that vest at the end of the applicable period. The Company recognizes compensation expense on a straight-line basis through the vesting date.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $5.6 million, $4.8 million and $4.9 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income. As of December 31, 2023, there was approximately $6.1 million of unrecognized compensation expense related to these performance-based equity awards which will be recognized over the weighted-average remaining vesting period of 1.7 years.

Long-Term Incentive Partnership Units

LTIP units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP units are a class of partnership unit in the Operating Partnership and receive, whether vested or not, the same per-unit profit distributions as the other outstanding units in the Operating Partnership, which equal per-share distributions on common shares. LTIP units are allocated their pro-rata share of the Company's net income (loss). Vested LTIP units may be converted by the holder, at any time, into an equal number of common Operating Partnership units and thereafter will possess all of the rights and interests of a common Operating Partnership unit, including the right to redeem the common Operating Partnership unit for a common share in the Company or cash, at the option of the Operating Partnership.

As of December 31, 2023, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 18, 2021, the Board of Trustees granted 600,097 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2023, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $22.69 per unit, with an aggregate grant date fair value of $13.6 million.

On February 17, 2023, the Board of Trustees granted 131,276 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $15.04 per unit, with an aggregate grant date fair value of $2.0 million.

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As of December 31, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested. As of December 31, 2022, the Operating Partnership had 727,208 LTIP units outstanding, of which 127,111 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described in Note 7. Equity.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $3.4 million, $2.8 million and $2.4 million, respectively, in expense related to these LTIP units. As of December 31, 2023, there was $7.0 million of unrecognized share-based compensation expense related to LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

Note 9. Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. It is the Company's current intention to adhere to these requirements and maintain the Company's qualification for taxation as a REIT. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. However, as a REIT, the Company is still subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income of TRSs, including our TRS lessees, are subject to federal, state and local income taxes.

For federal income tax purposes, the cash distributions paid to the Company’s common shareholders and preferred shareholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Tax law permits certain characterization of distributions which could result in differences between cash basis and tax basis distribution amounts.

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The following characterizes distributions paid per common share and preferred share on a tax basis for the years ended December 31, 2023, 2022 and 2021:

	2023				2022				2021
	Amount		%		Amount		%		Amount		%
Common Shares:
Ordinary non-qualified income	$	0.0400	100.00	%	$	0.0419	83.80	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.0081		16.20	%	0.0128		32.00	%
Return of capital	—		—	%	—		—	%	0.0272		68.00	%
Total	$	0.0400	100.00	%	$	0.0500	100.00	%	$	0.0400	100.00	%
Series C Preferred Shares:
Ordinary non-qualified income	$	—	—	%	$	—	—	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	—		—	%	0.1725		12.45	%
Return of capital	—		—	%	—		—	%	1.2133		87.55	%
Total	$	—	—	%	$	—	—	%	$	1.3858	100.00	%
Series D Preferred Shares:
Ordinary non-qualified income	$	—	—	%	$	—	—	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	—		—	%	0.1692		12.49	%
Return of capital	—		—	%	—		—	%	1.1855		87.51	%
Total	$	—	—	%	$	—	—	%	$	1.3547	100.00	%
Series E Preferred Shares:
Ordinary non-qualified income	$	1.5938	100.00	%	$	1.6684	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3238		16.25	%	0.5118		32.11	%
Return of capital	—		—	%	—		—	%	1.0819		67.89	%
Total	$	1.5938	100.00	%	$	1.9922	100.00	%	$	1.5937	100.00	%
Series F Preferred Shares:
Ordinary non-qualified income	$	1.5750	100.00	%	$	1.6488	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3200		16.25	%	0.5058		32.11	%
Return of capital	—		—	%	—		—	%	1.0692		67.89	%
Total	$	1.5750	100.00	%	$	1.9688	100.00	%	$	1.5750	100.00	%
Series G Preferred Shares:
Ordinary non-qualified income	$	1.5938	100.00	%	$	1.6684	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3238		16.25	%	0.5787		86.00	%
Return of capital	—		—	%	—		—	%	0.0942		14.00	%
Total	$	1.5938	100.00	%	$	1.9922	100.00	%	$	0.6729	100.00	%
Series H Preferred Shares:
Ordinary non-qualified income	$	1.4250	100.00	%	$	1.4917	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.2895		16.25	%	0.2655		86.01	%
Return of capital	—		—	%	—		—	%	0.0432		13.99	%
Total	$	1.4250	100.00	%	$	1.7812	100.00	%	$	0.3087	100.00	%

Of the common distribution declared on December 15, 2020 and paid on January 15, 2021, $0.0100 was treated as a 2021 distribution for tax purposes. The preferred share distributions declared on December 15, 2020 and paid on January 15, 2021 were treated as 2021 distributions for tax purposes.

The common and preferred distributions declared on December 15, 2021 and paid on January 18, 2022 were treated as 2022 distributions for tax purposes.

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The common and preferred distributions declared on December 15, 2022 and paid on January 17, 2023 were treated as 2022 distributions for tax purposes.

The common and preferred distributions declared on December 15, 2023 and paid on January 16, 2024 will be treated as 2023 distributions for tax purposes.

The Company's provision (benefit) for income taxes consists of the following (in thousands):

	For the year ended December 31,
	2023		2022		2021
Federal
Current	$	237	$	253	$	—
Deferred	—		—		—
State and local
Current	418		24		61
Deferred	—		—		—
Income tax expense (benefit)	$	655	$	277	$	61

A reconciliation of the statutory federal tax expense (benefit) to the Company's income tax expense (benefit) is as follows (in thousands):

	For the year ended December 31,
	2023		2022		2021
Statutory federal tax expense (benefit)	$	16,808	$	17,906	$	(38,251)
State income tax expense (benefit), net of federal tax expense (benefit)	409		4		(6,990)
REIT income not subject to tax	(16,536)		(17,402)		22,235
Change in valuation allowance	973		(495)		23,077
Other	(999)		264		(10)
Income tax expense (benefit), net	$	655	$	277	$	61

The Company has provided a valuation allowance against its federal and state deferred tax asset at December 31, 2023 and 2022 due to the uncertainty of realizing the loss in future years. As of December 31, 2023, the Company had a receivable of $0.8 million representing the portion of taxable losses that were carried back to prior years in which the Company had taxable income.

The significant components of the Company's deferred tax assets as of December 31, 2023 and 2022 consisted of the following (in thousands):

	December 31, 2023		December 31, 2022
Deferred Tax Assets:
Net operating loss carryover	$	39,385	$	38,822
State taxes and other	5,596		3,071
Depreciation	99		193
Total deferred tax asset before valuation allowance	$	45,080	$	42,086
Valuation allowance	(45,080)		(42,086)
Deferred tax asset net of valuation allowance	$	—	$	—

As of December 31, 2023 and 2022, the Company had no material unrecognized tax benefits. As a policy, the Company recognizes penalties and interest accrued related to unrecognized tax benefits as a component of income tax expense, however, there are currently no such accruals. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of December 31, 2023 and 2022, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2020 and 2019, respectively.

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Note 10. Earnings Per Share

The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data):

	For the year ended December 31,
	2023		2022		2021
Numerator:
Net income (loss) attributable to common shareholders	$	(113,270)	$	(124,059)	$	(235,018)
Less: dividends paid on unvested share-based compensation	(41)		(45)		(47)
Net income (loss) available to common shareholders — basic and diluted	$	(113,311)	$	(124,104)	$	(235,065)
Denominator:
Weighted-average number of common shares — basic and diluted	121,813,042		130,453,944		130,804,354
Net income (loss) per share available to common shareholders — basic	$	(0.93)	$	(0.95)	$	(1.80)
Net income (loss) per share available to common shareholders — diluted	$	(0.93)	$	(0.95)	$	(1.80)

For the years ended December 31, 2023, 2022 and 2021, 1,108,816, 1,079,474 and 1,033,747, respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the years ended December 31, 2023, 2022 and 2021, 29,441,175, 29,441,175 and 29,441,175, respectively, of common shares underlying the Convertible Notes have been excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

Note 11. Commitments and Contingencies

Hotel Management Agreements

The Company’s hotel properties are operated pursuant to management agreements with various management companies. The remaining terms of these management agreements are up to 10 years, not including renewals, and up to 29 years, including renewals. The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to three times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement.

The management agreements require the payment of a base management fee generally between 1% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

For the years ended December 31, 2023, 2022 and 2021, combined base and incentive management fees were $39.3 million, $39.6 million and $18.4 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

Reserve Funds

Certain of the Company’s agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.

Restricted Cash

At December 31, 2023 and 2022, the Company had $9.9 million and $11.2 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

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Hotel, Ground and Finance Leases

As of December 31, 2023, the following hotels were subject to leases as follows:

Lease Properties	Lease Type	Lease Expiration Date
Restaurant at Southernmost Beach Resort	Operating lease	April 2029
Paradise Point Resort & Spa	Operating lease	May 2050
Hotel Monaco Washington DC	Operating lease	November 2059
Argonaut Hotel	Operating lease	December 2059
Hotel Zephyr Fisherman's Wharf	Operating lease	February 2062
Viceroy Santa Monica Hotel	Operating lease	September 2065
Estancia La Jolla Hotel & Spa	Operating lease	January 2066
San Diego Mission Bay Resort	Operating lease	July 2068
1 Hotel San Francisco	Operating lease	March 2070	(1)
Hyatt Regency Boston Harbor	Operating lease	April 2077
The Westin Copley Place, Boston	Operating lease	December 2077	(2)
The Liberty, a Luxury Collection Hotel, Boston	Operating lease	May 2080
Jekyll Island Club Resort and Restaurant	Operating lease	January 2089
Hotel Zelos San Francisco	Operating lease	June 2097
Hotel Palomar Los Angeles Beverly Hills	Operating lease	January 2107	(3)
Margaritaville Hollywood Beach Resort	Operating lease	July 2112
Hotel Zeppelin San Francisco	Operating and finance lease	June 2089	(4)
Harbor Court Hotel San Francisco	Finance lease	August 2052

______________________

(1)     The expiration date assumes the exercise of a 14-year extension option.

(2)     No payments are required through maturity.

(3)     The expiration date assumes the exercise of all 19 five-year extension options.

(4)     The expiration date assumes the exercise of a 30-year extension option.

The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks.

The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.

The components of ground rent expense for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):

	For the year ended December 31,
	2023		2022		2021
Fixed ground rent	$	19,133	$	18,538	$	16,825
Variable ground rent	20,252		18,931		9,616
Total ground rent	$	39,385	$	37,469	$	26,441

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Future maturities of lease liabilities for the Company's operating leases at December 31, 2023 were as follows (in thousands):

2024	$	20,606
2025	20,735
2026	21,031
2027	20,983
2028	21,077
Thereafter	1,563,613
Total lease payments	$	1,668,045
Less: Imputed interest	(1,347,428)
Present value of lease liabilities	$	320,617

Litigation

The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.

Note 12. Supplemental Information to Statements of Cash Flows

	(in thousands)
	For the year ended December 31,
	2023		2022		2021
Interest paid, net of capitalized interest	$	105,519	$	82,851	$	84,453
Interest capitalized	$	1,825	$	1,434	$	1,391
Income taxes paid (refunded)	$	(2,549)	$	(2,303)	$	(258)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	$	—	$	—	$	113,099
Distributions payable on common shares/units	$	1,261	$	1,316	$	1,537
Distributions payable on preferred shares/units	$	10,601	$	10,902	$	10,219
Issuance of common shares for Board of Trustees compensation	$	754	$	738	$	516
Issuance of common shares for executive and employee bonuses	$	—	$	—	$	1,446
Issuance of common shares for OP units redemption	$	3,515	$	—	$	—
Issuance of common units in connection with hotel acquisition	$	—	$	390	$	—
Issuance of preferred units in connection with hotel acquisition	$	—	$	77,610	$	—
Change in accrued additions and improvements to hotel properties	$	65	$	(2,759)	$	3,110
Right of use assets obtained in exchange for lease liabilities	$	—	$	1,005	$	65,599
Write-off of fully depreciated building, furniture, fixtures and equipment	$	7,267	$	72,532	$	—
Write-off of fully amortized deferred financing costs	$	1,199	$	19,595	$	6,574
Mortgage loans assumed in connection with acquisition of hotel properties	$	—	$	—	$	223,177
Below (above) market contracts assumed in connection with acquisition of hotel properties	$	—	$	—	$	3,071

Note 13. Subsequent Events

The Company repurchased an aggregate of 318,269 of its common shares at an average price of $15.71 per share subsequent to December 31, 2023.

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Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation
As of December 31, 2023
(in thousands)
			Initial Costs								Gross Amount at End of Year
Description	Encumbrances		Land		Building and Improvements		Furniture, Fixtures and Equipment		Cost Capitalized Subsequent to Acquisition (1)		Land		Building and Improvements		Furniture, Fixtures and Equipment		Total		Accumulated Depreciation		Net Book Value		Year of Original Construction	Date of Acquisition	Depreciation Life
Hotel Monaco Washington DC	$	—	$	—	$	60,630	$	2,441	$	23,928	$	—	$	79,533	$	7,466	$	86,999	$	35,732	$	51,267	1839	9/9/2010	3-40 years
Skamania Lodge	—		7,130		44,987		3,523		46,549		11,671		79,854		10,664		102,189		32,415		69,774		1993	11/3/2010	3-40 years
Le Meridien Delfina Santa Monica	—		18,784		81,580		2,295		16,158		18,783		95,751		4,283		118,817		37,539		81,278		1972	11/19/2010	3-40 years
Argonaut Hotel	—		—		79,492		4,247		2,933		—		84,106		2,566		86,672		30,618		56,054		1907	2/16/2011	3-40 years
The Westin San Diego Gaslamp Quarter	—		25,537		86,089		6,850		33,554		25,537		117,161		9,332		152,030		46,902		105,128		1987	4/6/2011	1-40 years
Mondrian Los Angeles	—		20,306		110,283		6,091		25,797		20,306		130,134		12,037		162,477		53,163		109,314		1959	5/3/2011	3-40 years
W Boston	—		19,453		63,893		5,887		20,188		19,453		79,243		10,725		109,421		33,881		75,540		2009	6/8/2011	2-40 years
Hotel Zetta San Francisco	—		7,294		22,166		290		18,153		7,294		35,507		5,102		47,903		16,700		31,203		1913	4/4/2012	3-40 years
W Los Angeles - West Beverly Hills	—		24,403		93,203		3,600		33,122		24,403		119,507		10,418		154,328		49,034		105,294		1969	8/23/2012	3-40 years
Hotel Zelos San Francisco	—		—		63,430		3,780		13,834		—		74,993		6,051		81,044		28,290		52,754		1907	10/25/2012	3-40 years
Embassy Suites San Diego Bay - Downtown	—		20,103		90,162		6,881		30,249		20,103		118,380		8,912		147,395		43,671		103,724		1988	1/29/2013	3-40 years
The Hotel Zags	—		8,215		37,874		1,500		(1,876)		5,197		37,029		3,487		45,713		15,582		30,131		1962	8/28/2013	3-40 years
Hotel Zephyr Fisherman's Wharf	—		—		116,445		3,550		42,113		—		153,970		8,138		162,108		55,992		106,116		1964	12/9/2013	3-40 years
Hotel Zeppelin San Francisco	—		12,561		43,665		1,094		37,769		12,561		76,277		6,251		95,089		32,671		62,418		1913	5/22/2014	1-45 years
The Nines, a Luxury Collection Hotel, Portland	—		18,493		92,339		8,757		17,456		18,493		101,482		17,070		137,045		39,787		97,258		1909	7/17/2014	3-40 years
Hotel Palomar Los Angeles Beverly Hills	—		—		90,675		1,500		15,243		—		100,806		6,612		107,418		31,210		76,208		1972	11/20/2014	3-40 years
Revere Hotel Boston Common	—		41,857		207,817		10,596		(38,621)		17,367		185,057		19,225		221,649		66,793		154,856		1972	12/18/2014	3-40 years
LaPlaya Beach Resort & Club	—		112,575		82,117		6,733		42,732		112,929		121,535		9,693		244,157		32,641		211,516		1968	5/21/2015	3-40 years
1 Hotel San Francisco	—		—		105,693		3,896		38,786		—		133,840		14,535		148,375		27,391		120,984		2005	11/30/2018	3-40 years
Chaminade Resort & Spa	—		22,590		37,114		6,009		18,037		22,638		52,055		9,057		83,750		16,174		67,576		1985	11/30/2018	3-40 years

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Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation
As of December 31, 2023
(in thousands)
		Initial Costs				Gross Amount at End of Year
Description	Encumbrances	Land	Building and Improvements	Furniture, Fixtures and Equipment	Cost Capitalized Subsequent to Acquisition (1)	Land	Building and Improvements	Furniture, Fixtures and Equipment	Total	Accumulated Depreciation	Net Book Value	Year of Original Construction	Date of Acquisition	Depreciation Life
Harbor Court Hotel San Francisco	—	—	79,009	6,190	1,932	—	80,156	6,975	87,131	15,290	71,841	1926/1991	11/30/2018	3-40 years
Viceroy Santa Monica Hotel	—	—	91,442	5,257	19,194	—	105,213	10,680	115,893	22,252	93,641	1967/2002	11/30/2018	3-40 years
Le Parc Suite Hotel	—	17,876	65,515	2,496	13,367	17,902	74,999	6,353	99,254	15,744	83,510	1970	11/30/2018	3-40 years
Montrose West Hollywood	—	16,842	58,729	6,499	2,863	16,842	60,104	7,987	84,933	13,304	71,629	1976	11/30/2018	3-40 years
Chamberlain West Hollywood Hotel	—	14,462	43,157	5,983	2,200	14,481	44,519	6,802	65,802	10,601	55,201	1970/2005	11/30/2018	3-40 years
Hotel Ziggy	—	12,440	36,932	3,951	7,264	12,440	42,229	5,918	60,587	10,375	50,212	1954	11/30/2018	3-40 years
The Westin Copley Place, Boston	—	—	291,754	35,780	16,227	—	304,255	39,506	343,761	65,970	277,791	1983	11/30/2018	3-40 years
The Liberty, a Luxury Collection Hotel, Boston	—	—	195,797	15,126	6,972	—	200,521	17,374	217,895	37,773	180,122	1851/2007	11/30/2018	3-40 years
Hyatt Regency Boston Harbor	—	—	122,344	6,862	9,355	—	130,282	8,279	138,561	24,857	113,704	1993	11/30/2018	3-40 years
George Hotel	—	15,373	65,529	4,489	1,058	15,373	66,122	4,954	86,449	13,044	73,405	1928	11/30/2018	3-40 years
Viceroy Washington DC	—	18,686	60,927	2,838	(5,467)	14,035	56,527	6,422	76,984	14,507	62,477	1962	11/30/2018	3-40 years
Hotel Zena Washington DC	—	19,035	60,402	2,066	28,947	19,035	85,366	6,049	110,450	17,083	93,367	1972	11/30/2018	3-40 years
Paradise Point Resort & Spa	—	—	199,304	22,032	16,194	236	208,661	28,633	237,530	46,592	190,938	1962	11/30/2018	3-40 years
Hilton San Diego Gaslamp Quarter	—	33,017	131,926	7,741	26,081	33,017	152,059	13,689	198,765	27,789	170,976	2000	11/30/2018	3-40 years
Margaritaville Hotel San Diego Gaslamp Quarter	—	—	74,768	8,830	56,689	23,472	97,702	19,113	140,287	22,903	117,384	2005	11/30/2018	3-40 years
L'Auberge Del Mar	—	33,304	92,297	5,393	15,285	33,316	103,565	9,398	146,279	19,899	126,380	1989	11/30/2018	3-40 years
San Diego Mission Bay Resort	—	—	80,733	9,458	28,234	95	100,399	17,931	118,425	29,141	89,284	1962	11/30/2018	3-40 years
Southernmost Beach Resort	—	90,396	253,954	8,676	37,903	91,859	280,837	18,233	390,929	46,767	344,162	1958-2008	11/30/2018	3-40 years
The Marker Key West Harbor Resort	—	25,463	66,903	2,486	1,633	25,463	67,200	3,822	96,485	12,614	83,871	2014	11/30/2018	3-40 years
Hotel Chicago Downtown, Autograph Collection	—	39,576	114,014	7,608	(55,897)	25,181	71,541	8,579	105,301	17,347	87,954	1998	11/30/2018	3-40 years
The Westin Michigan Avenue Chicago	—	44,983	103,160	23,744	(14,645)	37,123	94,197	25,922	157,242	30,932	126,310	1963/1972	11/30/2018	3-40 years

F-36

Table of Contents

Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation
As of December 31, 2023
(in thousands)
			Initial Costs								Gross Amount at End of Year
Description	Encumbrances		Land		Building and Improvements		Furniture, Fixtures and Equipment		Cost Capitalized Subsequent to Acquisition (1)		Land		Building and Improvements		Furniture, Fixtures and Equipment		Total		Accumulated Depreciation		Net Book Value		Year of Original Construction	Date of Acquisition	Depreciation Life
Jekyll Island Club Resort	—		—		88,912		5,031		21,281		—		102,975		12,249		115,224		14,314		100,910		1886/1986	7/22/2021	2-40 years
Margaritaville Hollywood Beach Resort(2)	140,000		—		244,230		22,288		7,899		—		248,537		25,880		274,417		25,822		248,595		2015	9/23/2021	3-40 years
Estancia La Jolla Hotel & Spa(3)	57,497		—		104,280		3,646		22,826		237		119,610		10,905		130,752		11,696		119,056		2004	12/1/2021	2-40 years
Inn on Fifth	—		50,503		95,826		7,989		1,841		50,503		96,937		8,719		156,159		6,885		149,274		1960	5/11/2022	3-40 years
Newport Harbor Island Resort	—		43,287		118,227		12,817		21,877		43,288		126,342		26,578		196,208		16,580		179,628		1969	6/23/2022	3-40 years
	$	197,497	$	834,544	$	4,549,725	$	334,796	$	727,217	$	810,633	$	5,097,075	$	538,574	$	6,446,282	$	1,316,267	$	5,130,015

______________________

(1)     Disposals are reflected as reductions to cost capitalized subsequent to acquisition.

(2)     Encumbrance on Margaritaville Hollywood Beach Resort is presented at face value, which excludes unamortized deferred financing costs of $2.1 million at December 31, 2023.

(3)     Encumbrance on Estancia La Jolla Hotel & Spa is presented at face value, which excludes unamortized deferred financing costs of $0.2 million at December 31, 2023.

F-37

Table of Contents

Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation - Continued
As of December 31, 2023
(in thousands)
Reconciliation of Real Estate and Accumulated Depreciation:
Reconciliation of Real Estate:
Balance at December 31, 2020	$	6,459,745
Acquisitions	488,447
Capital expenditures	86,936
Disposal of Assets	(253,469)
Other	(14,856)
Balance at December 31, 2021	$	6,766,803
Acquisitions	331,249
Capital expenditures	105,626
Disposal of Assets	(359,083)
Other	(115,214)
Balance at December 31, 2022	$	6,729,381
Capital expenditures	188,520
Disposal of Assets	(400,705)
Other	(70,914)
Balance at December 31, 2023	$	6,446,282
Reconciliation of Accumulated Depreciation:
Balance at December 31, 2020	$	898,287
Depreciation	223,225
Disposal of Assets	(55,103)
Balance at December 31, 2021	$	1,066,409
Depreciation	238,278
Disposal of Assets	(124,253)
Balance at December 31, 2022	$	1,180,434
Depreciation	239,422
Disposal of Assets	(103,589)
Balance at December 31, 2023	$	1,316,267

The aggregate cost of properties for federal income tax purposes is approximately $6.0 billion as of December 31, 2023.

F-38

EX-4.1

Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

As of December 31, 2023, Pebblebrook Hotel Trust, which is referred to herein is Pebblebrook, the Company, we, our or us, had five classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as follows, each of which is a class or series of our shares of beneficial interest:

(i)common shares of beneficial interest, $0.01 par value per share, or common shares, of which there were 120,191,349 outstanding, listed on the New York Stock Exchange, or the NYSE, under the trading symbol “PEB”;

(ii)6.375% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share, or the Series E Preferred Shares, of which there were 4,400,000 outstanding, having an aggregate liquidation preference of $110,000,000, listed on the NYSE under the trading symbol “PEB-PE”;

(iii)6.3% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share, or the Series F Preferred Shares, of which there were 6,000,000 outstanding, having an aggregate liquidation preference of $150,000,000, listed on the NYSE under the trading symbol “PEB-PF”;

(iv)6.375% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share, or the Series G Preferred Shares, of which there were 9,200,000 outstanding, having an aggregate liquidation preference of $230,000,000, listed on the NYSE under the trading symbol “PEB-PG”; and

(v)5.70% Series H Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share, or the Series H Preferred Shares, of which there were 8,000,000 outstanding, having an aggregate liquidation preference of $200,000,000, listed on the NYSE under the trading symbol “PEB-PH.”

Although the following summary describes the material terms of our shares of beneficial interest, and each class or series thereof, it is not a complete description of the Maryland REIT Law, or the MRL, the Maryland General Corporation Law, or the MGCL, provisions applicable to a Maryland real estate investment trust or our declaration of trust and bylaws. This summary is qualified in its entirety by, and should be read in conjunction with, our declaration of trust, our bylaws, the MRL and the MGCL. We have incorporated by reference our declaration of trust and bylaws as exhibits to the Annual Report on Form 10-K with which this exhibit was filed.

All Classes and Series of Shares of Beneficial Interest

General

Our declaration of trust provides that we may issue up to 500,000,000 common shares and 100,000,000 preferred shares of beneficial interest, $0.01 par value per share, or preferred shares. Our declaration of trust authorizes our board of trustees to amend our declaration of trust to increase or decrease the aggregate number of authorized shares or the number of shares of any class or series without shareholder approval.

Under Maryland law, shareholders are not personally liable for the obligations of a real estate investment trust solely as a result of their status as shareholders.

The transfer agent, registrar and distribution disbursement agent for each class or series of our outstanding shares of beneficial interest is Equiniti Trust Company.

Restrictions on Ownership and Transfer

For us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Code, our shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of our outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Our declaration of trust, subject to certain exceptions, contains restrictions on the ownership and transfer of our shares that are intended to assist us in complying with these requirements and continuing to qualify as a REIT, among other purposes. Our declaration of trust provides that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our shares of beneficial interest.

Our declaration of trust also prohibits any person from (i) beneficially owning shares of beneficial interest to the extent that such beneficial ownership would result in our being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of the taxable year), (ii) transferring our shares of beneficial interest to the extent that such transfer would result in our shares of beneficial interest being beneficially owned by less than 100 persons (determined under the principles of Section 856(a)(5) of the Code), (iii) beneficially or constructively owning our shares of beneficial interest to the extent such beneficial or constructive ownership would cause us to constructively own ten percent or more of the ownership interests in a tenant (other than a taxable REIT subsidiary, or TRS) of our real property within the meaning of Section 856(d)(2)(B) of the Code or (iv) beneficially or constructively owning our shares of beneficial interest if such ownership or transfer would otherwise cause us to fail to qualify as a REIT under the Code, including, but not limited to, as a result of any hotel management companies failing to qualify as “eligible independent contractors” under the REIT rules. Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of our shares of beneficial interest that will or may violate any of the foregoing restrictions on ownership and transfer, or any person who would have owned our shares of beneficial interest that resulted in a transfer of shares to a charitable trust, is required to give written notice immediately to us, or in the case of a proposed or attempted transaction, to give at least 15 days prior written notice, and provide us with such other information as we may request in order to determine the effect of such transfer on our status as a REIT. The foregoing restrictions on ownership and transfer will not apply if our board of trustees determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT or that compliance with any restriction is no longer required for REIT qualification.

Our board of trustees, in its sole discretion, may prospectively or retroactively exempt a person from certain of the limits described in the paragraph above and may establish or increase an excepted holder percentage limit for such person. The person seeking an exemption must provide to our board of trustees such representations, covenants and undertakings as our board of trustees may deem appropriate in order to conclude that granting the exemption will not cause us to lose our status as a REIT. Our board of trustees may not grant such an exemption to any person if such exemption would result in our failing to qualify as a REIT. Our board of trustees may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to the board of trustees, in its sole discretion, in order to determine or ensure our status as a REIT.

Any attempted transfer of our shares of beneficial interest which, if effective, would violate any of the restrictions described above will result in the number of shares causing the violation (rounded up to the nearest whole share) to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries, except that any transfer that results in the violation of the restriction relating to our shares of beneficial interest being beneficially owned by fewer than 100 persons will be void ab initio. In either case, the proposed transferee will not acquire any rights in such shares. The automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the purported transfer or other event that results in the transfer to the trust. Shares held in the trust will remain issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares held in the trust, will have no rights to dividends or other distributions and will have no rights to vote or other rights attributable to the shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiary. Any dividend or other distribution paid prior to our discovery that shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any distribution authorized but unpaid will be paid when due to the trustee. Any dividend or other distribution paid to the trustee will be held in trust for the charitable beneficiary. Subject to Maryland law, the trustee will have the authority (i) to rescind as void any vote cast by the proposed transferee prior to our discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

Within 20 days of receiving notice from us that shares of beneficial interest have been transferred to the trust, the trustee will sell the shares to a person designated by the trustee, whose ownership of the shares will not violate the above ownership and transfer restrictions. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and to the charitable beneficiary as follows. The proposed transferee will receive the lesser of (i) the price paid by the proposed transferee for the shares in the transaction that resulted in such transfer or, if the event causing the shares to be held in the trust did not involve a purchase of such shares at Market Price (as defined in our declaration of trust), the Market Price of the shares on the trading day immediately preceding the day of the event causing the shares to be held in the trust and (ii) the price received by the trustee (net of any commission and other expenses of sale) from the sale or other disposition of the shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends or other distributions that have been paid to the proposed transferee and are owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount payable to the proposed transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that our shares have been transferred to the trust, the shares are sold by the proposed transferee, then (i) the shares shall be deemed to have been sold on behalf of the trust and (ii) to the extent that the proposed transferee received an amount for the shares that exceeds the amount he or she was entitled to receive, the excess shall be paid to the trustee upon demand.

In addition, shares of beneficial interest held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust (or, if the event which resulted the transfer did not involve a purchase of such shares at Market Price, the Market Price on the trading day immediately preceding the day of the event causing the shares to be held in the trust) and (ii) the Market Price on the date we, or our designee, accept the offer, which we may reduce by the amount of dividends and other distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds of the sale to the proposed transferee and the charitable beneficiary and any dividends or other distributions held by the trustee shall be paid to the charitable beneficiary.

If a transfer to a charitable trust, as described above, would be ineffective for any reason to prevent a violation of a restriction, the transfer that would have resulted in such violation will be void ab initio, and the proposed transferee shall acquire no rights in such shares.

Every owner of more than 5% (or such lower percentage as required by the Code or the regulations promulgated thereunder) of our shares of beneficial interest, within 30 days after the end of each taxable year, is required to give us written notice, stating his or her name and address, the number of shares of each class and series of our shares of beneficial interest that he or she beneficially owns and a description of the manner in which the shares are held. Each such owner will provide us with such additional information as we may request in order to determine the effect, if any, of his or her beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, each shareholder will upon demand be required to provide us with such information as we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

These ownership limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for our shares or otherwise be in the best interest of our shareholders.

Power to Increase Authorized Shares and Issue Additional Shares of Beneficial Interest

Our board of trustees has the power to amend our declaration of trust from time to time without shareholder approval to increase or decrease the aggregate number of authorized shares or the number of authorized shares of any issued series of shares, to issue additional authorized but unissued shares and to classify or reclassify unissued common shares or preferred shares into other classes or series of shares and thereafter to cause Pebblebrook to issue such classified or reclassified shares. Subject to the limited rights of holders of the Series E Preferred Shares, Series F Preferred Shares, Series G Preferred Shares and Series H Preferred Shares and each other parity class or series of preferred shares, voting together as a single class, to approve certain issuances of senior classes or series of shares, the additional classes or series, as well as the common shares, will be available for issuance without further action by the shareholders, unless shareholder consent is required by applicable law or the rules of any shares exchange or automated quotation system on which the securities may be listed or traded.

Common Shares of Beneficial Interest

All outstanding common shares are duly authorized, fully paid and nonassessable and are listed on the NYSE under the symbol “PEB.” Subject to the preferential rights of any other class or series of shares of beneficial interest and to the provisions of our declaration of trust regarding the restrictions on transfer of shares of beneficial interest, holders of common shares are entitled to receive dividends on such shares if, as and when authorized by our board of trustees out of assets legally available therefor and declared by Pebblebrook and to share ratably in the assets of Pebblebrook legally available for distribution to its shareholders in the event of its liquidation, dissolution or winding up after payment or establishment of reserves for all known debts and liabilities.

Subject to the provisions of our declaration of trust regarding the restrictions on transfer of shares, and except as may be otherwise specified therein, with respect to any class or series of common shares, each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of trustees and, except as provided with respect to any other class or series of shares, the holders of such shares will possess the exclusive voting power. There is no cumulative voting in the election of the board of trustees, which means that the holders of a majority of the outstanding common shares can elect all of the trustees then standing for election and the holders of the remaining shares will not be able to elect any trustees.

Holders of common shares have no preference, conversion, exchange, sinking fund or redemption rights, have no preemptive rights to subscribe for any securities of Pebblebrook and generally have no appraisal rights unless our board of trustees determines that appraisal rights apply, with respect to all or any classes or series of shares, to one or more transactions occurring after the date of such determination in connection with which shareholders would otherwise be entitled to exercise appraisal rights. Subject to the provisions of our declaration of trust regarding the restrictions on transfer of shares, the common shares will have equal distribution, liquidation and other rights.

Our declaration of trust authorizes our board of trustees to reclassify any unissued common shares into other classes or series of shares and to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption for each such class or series.

Preferred Shares of Beneficial Interest

6.375% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest

General.    The outstanding Series E Preferred Shares are validly issued, fully paid and nonassessable and are listed on the NYSE under the symbol “PEB-PE.” Our board of trustees may, without notice to or the consent of holders of Series E Preferred Shares, authorize the issuance and sale of additional Series E Preferred Shares from time to time. For purposes of this section “6.375% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest,” terms that are defined in this section have such meanings in this section only.

Ranking.    The Series E Preferred Shares will rank, with respect to distribution rights and rights upon our liquidation, dissolution or winding-up:

•senior to all classes or series of common shares, and to any other class or series of shares expressly designated as ranking junior to the Series E Preferred Shares;

•on parity with any class or series of shares expressly designated as ranking on parity with the Series E Preferred Shares, including the Series F Preferred Shares, the Series G Preferred Shares and the Series H Preferred Shares; and

•junior to any other class or series of shares expressly designated as ranking senior to the Series E Preferred Shares.

Distribution Rate and Payment Date.    Holders of the Series E Preferred Shares will be entitled to receive cumulative cash distributions on the Series E Preferred Shares from and including the date of original issue, payable quarterly in arrears on or about the last calendar day of January, April, July and October of each year, commencing on January 15, 2019, at the rate of 6.375% per annum of the $25.00 liquidation preference per share (equivalent to an annual amount of $1.59375 per share). Distributions on the Series E Preferred Shares will accrue whether or not Pebblebrook has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

Liquidation Preference.    In the event of a liquidation, dissolution or winding up, holders of the Series E Preferred Shares will have the right to receive $25.00 per share, plus accrued and unpaid distributions (whether or not earned or declared) up to but excluding the date of payment, before any payment is made to holders of the common shares and any other class or series of shares ranking junior to the Series E Preferred Shares as to liquidation rights. The rights of holders of Series E Preferred Shares to receive their liquidation preference will be subject to the proportionate rights of any other class or series of shares ranking on parity with the Series E Preferred Shares as to liquidation.

Optional Redemption.    The Series E Preferred Shares are redeemable at our option, in whole or in part at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid distributions (whether or not authorized or declared) up to and including the redemption date. However, unless full cumulative distributions on the Series E Preferred Shares for all past distribution periods have been, or contemporaneously are, paid or an amount sufficient for the payment thereof is set apart, no Series E Preferred Shares may be redeemed unless all outstanding Series E Preferred Shares are simultaneously redeemed; provided, that the foregoing restriction does not prevent Pebblebrook from taking action necessary to preserve its status as a REIT. In this case, we will determine the number of Series E Preferred Shares to be redeemed on a pro rata basis or by lot.

Special Optional Redemption.    Upon the occurrence of a change of control (as defined in our declaration of trust), Pebblebrook may, at its option, redeem the Series E Preferred Shares, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid distributions up to and including the date of redemption. If, prior to the conversion date (as defined below), Pebblebrook exercises any of its redemption rights relating to the Series E Preferred Shares (whether its optional redemption right or its special optional redemption right), the holders of Series E Preferred Shares will not have the conversion right described below.

No Maturity, Sinking Fund or Mandatory Redemption.    The Series E Preferred Shares do not have a stated maturity date and Pebblebrook will not be required to redeem the Series E Preferred Shares at any time. Accordingly, the Series E Preferred Shares will remain outstanding indefinitely, unless Pebblebrook decides, at its option, to exercise its redemption right or, under circumstances where the holders of the Series E Preferred Shares have a conversion right, such holders decide to convert the Series E Preferred Shares into common shares. The Series E Preferred Shares are not subject to any sinking fund.

Voting Rights.    Holders of the Series E Preferred Shares generally have no voting rights. However, if Pebblebrook is in arrears on distributions on the Series E Preferred Shares for six or more quarterly periods, whether or not consecutive, holders of the Series E Preferred Shares (voting separately as a single class together as a class with the holders of all other classes or series of parity preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote at a special meeting called upon the written request of at least 10% of such holders or at the next annual meeting of shareholders and each subsequent annual meeting of shareholders for the election of two additional trustees to serve on our board of trustees until all unpaid distributions with respect to the Series E Preferred Shares and any other class or series of parity preferred shares have been paid or authorized and a sum sufficient for the payment thereof set aside for payment. In addition, Pebblebrook may not make certain material and adverse changes to the terms of the Series E Preferred Shares without the affirmative vote of the holders of at least two-thirds of the outstanding Series E Preferred Shares and all other shares of any class or series ranking on parity with the Series E Preferred Shares that are entitled to similar voting rights (such series voting separately as a class).

Conversion.    Upon the occurrence of a change of control, each holder of Series E Preferred Shares will have the right (unless, prior to the change of control conversion date, Pebblebrook has provided or provides notice of its election to redeem the Series E Preferred Shares) to convert some or all of the Series E Preferred Shares held by such holder on the date the Series E Preferred Shares is to be converted, which Pebblebrook refers to as the change of control conversion date, into a number of shares of common shares per Series E Preferred Share to be converted equal to the lesser of:

•the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per Series E Preferred Share to be converted, plus (y) the amount of any accrued and unpaid distributions to and including the change of control conversion date (unless the change of control conversion date is after a distribution record date (as defined in our declaration of trust) and prior to the corresponding distribution payment date (as defined in our declaration of trust), in which case no additional amount for such accrued and unpaid distribution will be included in such sum), by (ii) the common share price (as defined below) (we refer to such quotient as the “conversion rate”); and

•1.9372 (the “Share Cap”);

subject, in each case, to provisions for the receipt of alternative consideration as described in our declaration of trust.

The common share price shall be (i) if the consideration to be received in the change of control by holders of common shares is solely cash, the amount of cash consideration per common share, and (ii) if the consideration to be received in the change of control by holders of common shares is other than solely cash, the average of the closing price per common share on the ten consecutive trading days immediately preceding, but not including, the effective date of the change of control.

If, prior to the change of control conversion date, Pebblebrook has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a change of control or its optional redemption right, holders of Series E Preferred Shares will not have any right to convert the Series E Preferred Shares into shares of our common shares in connection with the change of control and any Series E Preferred Shares selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the change of control conversion date.

Except as provided above in connection with a change of control, the Series E Preferred Shares are not convertible into or exchangeable for any other securities or property.

Restrictions on Ownership and Transfer.    For information regarding restrictions on ownership and transfer of the Series E Preferred Shares, see “All Classes and Series of Shares of Beneficial Interest—Restrictions on Ownership and Transfer” above. In order to ensure that we continue to meet the requirements for qualification as a REIT, the Series E Preferred Shares will be subject to the restrictions on ownership and transfer in Article VII of our declaration of trust.

Notwithstanding any other provision of the Series E Preferred Shares, no holder of the Series E Preferred Shares will be entitled to convert any Series E Preferred Shares into our common shares to the extent that receipt of our common shares would cause such holder or any other person to exceed the ownership limits contained in our declaration of trust.

6.3% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest

General.    The outstanding Series F Preferred Shares are validly issued, fully paid and nonassessable and are listed on the NYSE under the symbol “PEB-PF.” Our board of trustees may, without notice to or the consent of holders of Series F Preferred Shares, authorize the issuance and sale of additional Series F Preferred Shares from time to time. For purposes of this section “6.3% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest,” terms that are defined in this section have such meanings in this section only.

Ranking.    The Series F Preferred Shares will rank, with respect to distribution rights and rights upon our liquidation, dissolution or winding-up:

•senior to all classes or series of common shares, and to any other class or series of shares expressly designated as ranking junior to the Series F Preferred Shares;

•on parity with any class or series of shares expressly designated as ranking on parity with the Series F Preferred Shares, including the Series E Preferred Shares, the Series G Preferred Shares and the Series H Preferred Shares; and

•junior to any other class or series of shares expressly designated as ranking senior to the Series F Preferred Shares.

Distribution Rate and Payment Date.    Holders of the Series F Preferred Shares will be entitled to receive cumulative cash distributions on the Series F Preferred Shares from and including the date of original issue, payable quarterly in arrears on or about the last calendar day of January, April, July and October of each year, commencing on January 15, 2019, at the rate of 6.3% per annum of the $25.00 liquidation preference per share (equivalent to an annual amount of $1.575 per share). Distributions on the Series F Preferred Shares will accrue whether or not Pebblebrook has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared.

Liquidation Preference.    In the event of a liquidation, dissolution or winding up, holders of the Series F Preferred Shares will have the right to receive $25.00 per share, plus accrued and unpaid distributions (whether or not earned or declared) up to but excluding the date of payment, before any payment is made to holders of the common shares and any other class or series of shares ranking junior to the Series F Preferred Shares as to liquidation rights. The rights of holders of Series F Preferred Shares to receive their liquidation preference will be subject to the proportionate rights of any other class or series of shares ranking on parity with the Series F Preferred Shares as to liquidation.

Optional Redemption.    The Series F Preferred Shares may be redeemed at our option, in whole or in part at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid distributions (whether or not authorized or declared) up to but excluding the redemption date. However, unless full cumulative distributions on the Series F Preferred Shares for all past distribution periods have been, or contemporaneously are, paid or an amount sufficient for the payment thereof is set apart, no Series F Preferred Shares may be redeemed unless all outstanding Series F Preferred Shares are simultaneously redeemed; provided, that the foregoing restriction does not prevent Pebblebrook from taking action necessary to preserve its status as a REIT. In this case, we will determine the number of Series E Preferred Shares to be redeemed on a pro rata basis or by lot.

Special Optional Redemption.    Upon the occurrence of a change of control (as defined in our declaration of trust), Pebblebrook may, at its option, redeem the Series F Preferred Shares, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of redemption. If, prior to the change of control conversion date, Pebblebrook exercises any of its redemption rights relating to the Series F Preferred Shares (whether its optional redemption right or its special optional redemption right), the holders of Series F Preferred Shares will not have the conversion right described below.

No Maturity, Sinking Fund or Mandatory Redemption.    The Series F Preferred Shares do not have a stated maturity date and Pebblebrook will not be required to redeem the Series F Preferred Shares at any time. Accordingly, the Series F Preferred Shares will remain outstanding indefinitely, unless Pebblebrook decides, at its option, to exercise its redemption right or, under circumstances where the holders of the Series F Preferred Shares have a conversion right, such holders decide to convert the Series F Preferred Shares into common shares. The Series F Preferred Shares are not subject to any sinking fund.

Voting Rights.    Holders of the Series F Preferred Shares generally have no voting rights. However, if Pebblebrook is in arrears on distributions on the Series F Preferred Shares for six or more quarterly periods, whether or not consecutive, holders of the Series F Preferred Shares (voting separately as a single class together as a class with the holders of all other classes or series of parity preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote at a special meeting called upon the written request of at least 10% of such holders or at the next annual meeting of shareholders and each subsequent annual meeting of shareholders for the election of two additional trustees to serve on our board of trustees until all unpaid distributions with respect to the Series F Preferred Shares and any other class or series of parity preferred shares have been paid or authorized and a sum sufficient for the payment thereof set aside for payment. In addition, Pebblebrook may not make certain material and adverse changes to the terms of the Series F Preferred Shares without the affirmative vote of the holders of at least two-thirds of the outstanding Series F Preferred Shares and all other shares of any class or series ranking on parity with the Series F Preferred Shares that are entitled to similar voting rights (voting as a single class).

Conversion.    Upon the occurrence of a change of control, each holder of Series F Preferred Shares will have the right (unless, prior to the change of control conversion date, Pebblebrook has provided or provides notice of its election to redeem the Series F Preferred Shares) to convert some or all of the Series F Preferred Shares held by such holder on the date the Series F Preferred Shares is to be converted, which Pebblebrook refers to as the change of control conversion date, into a number of shares of common shares per share of the Series F Preferred Shares to be converted equal to the lesser of:

•the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per Series F Preferred Share to be converted, plus (y) the amount of any accrued and unpaid distributions to and including the change of control conversion date (unless the change of control conversion date is after a distribution record date (as defined in our declaration of trust) and prior to the corresponding distribution payment date (as defined in our declaration of trust), in which case no additional amount for such accrued and unpaid distribution will be included in such sum), by (ii) the common share price (as defined below) (we refer to such quotient as the “conversion rate”); and

•2.0649 (the “Share Cap”);

subject, in each case, to provisions for the receipt of alternative consideration as described in our declaration of trust.

The common share price shall be (i) if the consideration to be received in the change of control by holders of common shares is solely cash, the amount of cash consideration per common share, and (ii) if the consideration to be received in the change of control by holders of common shares is other than solely cash, the average of the closing price per common share on the ten consecutive trading days immediately preceding, but not including, the effective date of the change of control.

If, prior to the change of control conversion date, Pebblebrook has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a change of control or its optional redemption right, holders of Series F Preferred Shares will not have any right to convert the Series F Preferred Shares into shares of our common shares in connection with the change of control and any Series F Preferred Shares selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the change of control conversion date.

Except as provided above in connection with a change of control, the Series F Preferred Shares are not convertible into or exchangeable for any other securities or property.

Restrictions on Ownership and Transfer.    For information regarding restrictions on ownership and transfer of the Series F Preferred Shares, see “All Classes and Series of Shares of Beneficial Interest—Restrictions on Ownership and Transfer” above. In order to ensure that we continue to meet the requirements for qualification as a REIT, the Series E Preferred Shares will be subject to the restrictions on ownership and transfer in Article VII of our declaration of trust.

Notwithstanding any other provision of the Series F Preferred Shares, no holder of the Series F Preferred Shares will be entitled to convert any Series F Preferred Shares into our common shares to the extent that receipt of our common shares would cause such holder or any other person to exceed the ownership limits contained in our declaration of trust.

6.375% Series G Cumulative Redeemable Preferred Shares

General.    The outstanding Series G Preferred Shares are validly issued, fully paid and nonassessable and are listed on the NYSE under the symbol “PEB-PG.” Our board of trustees may, without notice to or the consent of holders of Series G Preferred Shares, authorize the issuance and sale of additional Series G Preferred Shares from time to time. For purposes of this section “6.375% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest”: (1) the term Parity Preferred Shares means the Series E Preferred Shares, the Series F Preferred Shares, the Series H Preferred Shares and any other of our future equity securities that we may later authorize or issue that by their terms are on a parity with the Series G Preferred Shares; and (2) terms that are defined in this section have such meanings in this section only.

Ranking.    The Series G Preferred Shares rank senior to our common shares and to any other of our future equity securities that we may later authorize or issue that by their terms rank junior to the Series G Preferred Shares with respect to the payment of distributions and the distribution of assets in the event of our liquidation, dissolution or winding up. The Series G Preferred Shares rank pari passu with any Parity Preferred Shares with respect to the payment of distributions and the distribution of assets in the event of our liquidation, dissolution or winding up. The Series G Preferred Shares rank junior to any equity securities that we may later authorize or issue that by their terms rank senior to the Series G Preferred Shares with respect to the payment of distributions and the distribution of assets in the event of our liquidation, dissolution or winding up. Any such authorization or issuance of such senior equity securities would require the affirmative vote of the holders of at least two-thirds of the outstanding Series G Preferred Shares. Any convertible debt securities that we may issue are not considered to be equity securities for these purposes. The Series G Preferred Shares rank junior to all of our existing and future indebtedness.

Distributions.    Holders of the Series G Preferred Shares will be entitled to receive, when and as authorized by our board of trustees, out of assets legally available for the payment of distributions, cumulative cash distributions at the rate of 6.375% per annum of the $25.00 per share liquidation preference, equivalent to $1.59375 per annum per Series G Preferred Share. Distributions on the Series G Preferred Shares will accumulate on a daily basis and be cumulative from and including the original date of issuance and be payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). Distributions payable on the Series G Preferred Shares for any partial period will be computed on the basis of a 360-day year consisting of twelve 30-day months. We will pay distributions to holders of record as they appear in our share records at the close of business on the applicable record date, which will be the first day of the calendar month in which the applicable distribution payment date falls, or such other date as designated by our board of trustees for the payment of distributions that is not more than 90 days nor fewer than 10 days prior to the distribution payment date.

Our board of trustees will not authorize, and we will not pay, any distributions on the Series G Preferred Shares or set apart assets for the payment of distributions if the terms of any of our agreements, including agreements relating to our indebtedness, prohibit that authorization, payment or setting aside of assets or provide that the authorization, payment or setting aside of assets is a breach of or a default under that agreement, or if the authorization, payment or setting aside of assets is restricted or prohibited by law. We are and may in the future become a party to agreements that restrict or prevent the payment of distributions on, or the purchase or redemption of, our shares of beneficial interest. Under certain circumstances, these agreements could restrict or prevent the payment of distributions on or the purchase or redemption of Series G Preferred Shares. These restrictions may be indirect (for example, covenants requiring us to maintain specified levels of net worth or assets) or direct. We do not believe that these restrictions currently have any adverse impact on our ability to pay distributions on the Series G Preferred Shares.

Notwithstanding the foregoing, distributions on the Series G Preferred Shares will accrue whether or not we have earnings, whether or not there are assets legally available for the payment of distributions and whether or not distributions are authorized or declared. Accrued but unpaid distributions on the Series G Preferred Shares will not bear interest, and the holders of the Series G Preferred Shares will not be entitled to any distributions in excess of full cumulative distributions as described above. All of our distributions on Series G Preferred Shares, including any capital gain distributions, will be credited to the previously accrued distributions on the Series G Preferred Shares. We will credit any distribution made on Series G Preferred Shares first to the earliest accrued and unpaid distribution due.

We will not declare or pay any distributions, or set apart any assets for the payment of distributions (other than in common shares or other shares ranking junior to the Series G Preferred Shares as to distributions and upon liquidation), on our common shares or any other shares that rank on a parity with or junior to the Series G Preferred Shares as to distributions or upon liquidation, if any, or redeem, purchase or otherwise acquire our common shares or any other shares that rank on a parity with or junior to the Series G Preferred Shares as to distributions or upon liquidation, unless we also have declared and either paid or set apart for payment the full cumulative distributions on the Series G Preferred Shares for all past distribution periods. This restriction will not limit conversion into or exchange for any of our other shares ranking junior to the Series G Preferred Shares as to distributions and upon liquidation or our redemption, purchase or other acquisition of shares under incentive, benefit or share purchase plans for officers, trustees or employees or others performing or providing similar services or for the purposes of enforcing restrictions upon ownership and transfer of our equity securities contained in our declaration of trust in order to preserve our status as a REIT.

If we do not declare and either pay or set apart for payment the full cumulative distributions on the Series G Preferred Shares and all shares that rank on a parity with Series G Preferred Shares, the amount which we have declared will be allocated pro rata to the Series G Preferred Shares and to each parity series of shares so that the amount declared for each Series G Preferred Share and for each share of each parity series is proportionate to the accrued and unpaid distributions on those shares.

Liquidation Rights.    In the event of our liquidation, dissolution or winding up, the holders of the Series G Preferred Shares will be entitled to be paid out of our assets legally available for distribution to our shareholders (after payment or provision for payment of all of our debts and other liabilities) liquidating distributions in cash equal to a liquidation preference of $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of the payment. Holders of Series G Preferred Shares will be entitled to receive this liquidating distribution before we distribute any assets to holders of our common shares or any other shares of beneficial interest that rank junior to the Series G Preferred Shares. The rights of holders of Series G Preferred Shares to receive their liquidation preference would be subject to preferential rights of the holders of any series of shares that is senior to the Series G Preferred Shares. Written notice will be given to each holder of Series G Preferred Shares of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of Series G Preferred Shares will have no right or claim to any of our remaining assets. If we consolidate, merge or convert with or into any other entity, sell, lease, transfer or convey all or substantially all of our property or business, or engage in a statutory share exchange, we will not be deemed to have liquidated. In the event our assets are insufficient to pay the full liquidating distributions to the holders of Series G Preferred Shares and all the Parity Preferred Shares, then we will distribute our assets to the holders of Series G Preferred Shares and all the Parity Preferred Shares ratably in proportion to the full liquidating distributions they would have otherwise received.

Redemption.    We may not redeem the Series G Preferred Shares prior to May 13, 2026, except as described below under “— Special Optional Redemption” and “— Restrictions on Ownership and Transfer.” On and after May 13, 2026, upon no fewer than 30 days’ nor more than 60 days’ written notice, we may, at our option, redeem the Series G Preferred Shares, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of redemption. Unless full cumulative distributions on all Series G Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, no Series G Preferred Shares shall be redeemed unless all outstanding Series G Preferred Shares are simultaneously redeemed; provided, that the foregoing restriction does not prevent Pebblebrook from taking action necessary to preserve its status as a REIT.

Special Optional Redemption.    Upon the occurrence of a Change of Control, we may, at our option, redeem the Series G Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, we have provided or provide notice of redemption with respect to the Series G Preferred Shares (whether pursuant to our optional redemption right or our special optional redemption right), the holders of Series G Preferred Shares to which such notice of redemption relates will not have the conversion right described below under “— Conversion Rights” and such Series G Preferred Shares will instead be redeemed in accordance with such notice.

If we redeem fewer than all of the Series G Preferred Shares, the notice of redemption mailed to each shareholder will also specify the number of Series G Preferred Shares that we will redeem from each shareholder. In this case, we will determine the number of Series G Preferred Shares to be redeemed on a pro rata basis or by lot.

If we have given a notice of redemption and have set apart sufficient assets for the redemption in trust for the benefit of the holders of the Series G Preferred Shares called for redemption, then from and after the redemption date, those Series G Preferred Shares will be treated as no longer being outstanding, no further distributions will accrue and all other rights of the holders of those Series G Preferred Shares will terminate. The holders of those Series G Preferred Shares will retain their right to receive the redemption price for their shares and any accrued and unpaid distributions to, but not including, the redemption date.

The holders of Series G Preferred Shares at the close of business on a distribution record date will be entitled to receive the distribution payable with respect to the Series G Preferred Shares on the corresponding payment date notwithstanding the redemption of the Series G Preferred Shares between such record date and the corresponding payment date. Except as provided above, we will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series G Preferred Shares to be redeemed.

A “Change of Control” is when, after the original issuance of the Series G Preferred Shares, the following have occurred and are continuing:

•the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of our company entitling that person to exercise more than 50% of the total voting power of all shares of our company entitled to vote generally in elections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

•following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or Nasdaq or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq.

Conversion Rights.    Upon the occurrence of a Change of Control, each holder of Series G Preferred Shares will have the right, unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem the Series G Preferred Shares as described under “— Redemption” or “— Special Optional Redemption” above to convert some or all of the Series G Preferred Shares held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of our common shares per Series G Preferred Share (the “Common Share Conversion Consideration”) equal to the lesser of:

•the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G Preferred Share distribution payment and prior to the corresponding Series G Preferred Share distribution payment date, in which case no additional amount for such accrued and unpaid distribution will be included in this sum) by (ii) the Common Share Price; and

•2.1231 (i.e., the Share Cap), subject to the adjustments described below.

The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of our common shares), subdivisions or combinations (in each case, a “Share Split”) with respect to our common shares as follows: the adjusted Share Cap as the result of a Share Split will be the number of our common shares that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of our common shares outstanding after giving effect to such Share Split and the denominator of which is the number of our common shares outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of our common shares (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change of Control Conversion Right will not exceed 16,984,800 (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and for additional issuances of Series G Preferred Shares, if any.

In the case of a Change of Control pursuant to which our common shares will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of Series G Preferred Shares will receive upon conversion of such Series G Preferred Shares the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of our common shares equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Share Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the “Conversion Consideration”).

If the holders of our common shares have the opportunity to elect the form of consideration to be received in the Change of Control, the consideration that the holders of the Series G Preferred Shares will receive will be the form of consideration elected by the holders of our common shares who participate in the determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of our common shares are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.

We will not issue fractional common shares upon the conversion of the Series G Preferred Shares. Instead, we will pay the cash value of such fractional shares.

Within 15 days following the occurrence of a Change of Control, we will provide to holders of Series G Preferred Shares a notice of occurrence of the Change of Control that describes the resulting Change of Control Conversion Right. This notice will state the following:

•the events constituting the Change of Control;

•the date of the Change of Control;

•the last date on which the holders of Series G Preferred Shares may exercise their Change of Control Conversion Right;

•the method and period for calculating the Common Share Price;

•the Change of Control Conversion Date;

•that if, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem all or any portion of the Series G Preferred Shares, the holders will not be able to convert Series G Preferred Shares and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right;

•if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per Series G Preferred Share;

•the name and address of the paying agent and the conversion agent; and

•the procedures that the holders of Series G Preferred Shares must follow to exercise the Change of Control Conversion Right.

We will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of Series G Preferred Shares.

To exercise the Change of Control Conversion Right, a holder of Series G Preferred Shares will be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) evidencing Series G Preferred Shares to be converted, duly endorsed for transfer, together with a written conversion notice completed, to our transfer agent. The conversion notice must state:

•the relevant Change of Control Conversion Date;

•the number of Series G Preferred Shares to be converted; and

•that the Series G Preferred Shares are to be converted pursuant to the applicable provisions of the Series G Preferred Shares.

The “Change of Control Conversion Date” is the date the Series G Preferred Shares are to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice described above to the holders of Series G Preferred Shares.

The “Common Share Price” will be: (i) the amount of cash consideration per common share, if the consideration to be received in the Change of Control by the holders of our common shares is solely cash; and (ii) the average of the closing prices for our common shares on the NYSE for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of our common shares is other than solely cash.

Holders of Series G Preferred Shares may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to our transfer agent prior to the close of business on the business day prior to the Change of Control Conversion Date. The notice of withdrawal must state:

•the number of withdrawn Series G Preferred Shares;

•if certificated Series G Preferred Shares have been issued, the certificate numbers of the withdrawn Series G Preferred Shares; and

•the number of Series G Preferred Shares, if any, which remain subject to the conversion notice.

Notwithstanding the foregoing, if the Series G Preferred Shares are held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of The Depository Trust Company, or DTC.

Series G Preferred Shares as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem such Series G Preferred Shares, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem Series G Preferred Shares that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such Series G Preferred Shares will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid distributions thereon to, but not including, the redemption date.

We will deliver amounts owing upon conversion no later than the third business day following the Change of Control Conversion Date.

In connection with the exercise of any Change of Control Conversion Right, we will comply with all federal and state securities laws and stock exchange rules in connection with any conversion of Series G Preferred Shares into our common shares. Notwithstanding any other provision of the Series G Preferred Shares, no holder of Series G Preferred Shares will be entitled to convert such Series G Preferred Shares for our common shares to the extent that receipt of such common shares would cause such holder (or any other person) to exceed the share ownership limits contained in our declaration of trust unless we provide an exemption from this limitation for such holder.

These Change of Control conversion and redemption features may discourage a party from taking over our company or make it more difficult for a party to take over our company.

Except as provided above in connection with a Change of Control, the Series G Preferred Shares are not convertible into or exchangeable for any other securities or property.

Voting Rights.    Holders of Series G Preferred Shares have no voting rights, except as set forth below.

Whenever distributions on the Series G Preferred Shares are due but unpaid for six or more quarterly periods, whether or not consecutive (a “Preferred Distribution Default”), the number of trustees then constituting our board of trustees shall be increased by two and the holders of the Series G Preferred Shares, voting together as a single class with the holders of any other Parity Preferred Shares upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional trustees to serve on our board of trustees (the “Preferred Shares Trustees”) at a special meeting called by the holders of at least 33% of the outstanding Series G Preferred Shares or the holders of at least 33% of any such other class or series of Parity Preferred Shares so in arrears if the request is received 90 or more days before the next annual or special meeting of shareholders, or at the next annual or special meeting of shareholders, and at each subsequent annual or special meeting of shareholders until all distributions accumulated on the Series G Preferred Shares for the past distribution periods have been fully paid or declared and set apart for payment in full.

If and when all accumulated distributions in arrears on the Series G Preferred Shares shall have been paid in full or authorized and declared and set apart for payment in full, the holders of the Series G Preferred Shares shall be divested of the voting rights as described in this section (subject to revesting in the event of each and every Preferred Distribution Default) and, if all accumulated distributions in arrears have been paid in full or declared and set apart for payment in full on all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable, the term of office of each Preferred Shares Trustee so elected shall terminate. Any Preferred Shares Trustee may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series G Preferred Shares when they have the voting rights set forth as described in this section (voting together as a single class with all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable). So long as a Preferred Distribution Default shall continue, any vacancy in the office of a Preferred Shares Trustee may be filled by written consent of the Preferred Shares Trustee remaining in office or, if none remains in office, by a vote of the holders of record of a majority of the outstanding Series G Preferred Shares when they have the voting rights set forth in this section (voting together as a single class with all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable). The Preferred Shares Trustees shall each be entitled to one vote per trustee on any matter.

So long as any Series G Preferred Shares remain outstanding, we shall not, without the affirmative vote of the holders of at least two-thirds of the Series G Preferred Shares outstanding at the time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series G Preferred Shares with respect to payment of distributions or rights upon liquidation, dissolution or winding up of our company, or reclassify any authorized shares of our company into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of our declaration of trust, whether by merger, consolidation or otherwise, in each case in such a way that would materially and adversely affect any right, preference, privilege or voting power of the Series G Preferred Shares; provided, however, that with respect to the occurrence of any event set forth in (ii) above, so long as (a) the Series G Preferred Shares remain outstanding with the terms thereof materially unchanged, or (b) the holders of the Series G Preferred Shares receive equity securities with rights, preferences, privileges and voting powers substantially the same as those of the Series G Preferred Shares, then the occurrence of any such event shall not be deemed to materially and adversely affect the rights, privileges or voting powers of the holders of the Series G Preferred Shares. In addition, any increase in the amount of authorized Series G Preferred Shares or the creation or issuance, or increase in the amounts authorized, of any other equity securities ranking on a parity with or junior to the Series G Preferred Shares with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of our company, shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series G Preferred Shares.

In any matter in which the Series G Preferred Shares are entitled to vote, each Series G Preferred Share will be entitled to one vote. If the holders of Series G Preferred Shares and another class or series of preferred shares, including our Series E Preferred Shares, Series F Preferred Shares and Series H Preferred Shares, are entitled to vote together as a single class on any matter, the Series G Preferred Shares and the shares of such other series will have one vote for each $25.00 of liquidation preference.

Information Rights.    During any period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any Series G Preferred Shares are outstanding, we will (i) transmit by mail to all holders of Series G Preferred Shares as their names and addresses appear in our record books and without cost to such holders, copies of reports containing substantially the same information as would have appeared in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of the Series G Preferred Shares. We will mail (or otherwise provide) the reports to the holders of Series G Preferred Shares within 15 days after the respective dates by which we would have been required to file such reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act.

Restrictions on Ownership and Transfer.    For information regarding restrictions on ownership and transfer of the Series G Preferred Shares, see “All Classes and Series of Shares of Beneficial Interest—Restrictions on Ownership and Transfer” above.

Notwithstanding any other provision of the Series G Preferred Shares, no holder of the Series G Preferred Shares will be entitled to convert any Series G Preferred Shares into our common shares to the extent that receipt of our common shares would cause such holder or any other person to exceed the ownership limits contained in our declaration of trust.

Preemptive Rights.    No holders of the Series G Preferred Shares shall, as the holders, have any preemptive rights to purchase or subscribe for our common shares or any other security of our company.

5.70% Series H Cumulative Redeemable Preferred Shares

General.    The outstanding Series H Preferred Shares are validly issued, fully paid and nonassessable and are listed on the NYSE under the symbol “PEB-PH.” Our board of trustees may, without notice to or the consent of holders of Series H Preferred Shares, authorize the issuance and sale of additional Series H Preferred Shares from time to time. For purposes of this section “5.70% Series H Cumulative Redeemable Preferred Shares of Beneficial Interest”: (1) the term Parity Preferred Shares means the Series E Preferred Shares, the Series F Preferred Shares, the Series G Preferred Shares and any other of our future equity securities that we may later authorize or issue that by their terms are on a parity with the Series H Preferred Shares; and (2) terms that are defined in this section have such meanings in this section only.

Ranking.    The Series H Preferred Shares rank senior to our common shares and to any other of our future equity securities that we may later authorize or issue that by their terms rank junior to the Series H Preferred Shares with respect to the payment of distributions and the distribution of assets in the event of our liquidation, dissolution or winding up. The Series H Preferred Shares rank pari passu with any Parity Preferred Shares with respect to the payment of distributions and the distribution of assets in the event of our liquidation, dissolution or winding up. The Series H Preferred Shares rank junior to any equity securities that we may later authorize or issue that by their terms rank senior to the Series H Preferred Shares with respect to the payment of distributions and the distribution of assets in the event of our liquidation, dissolution or winding up. Any such authorization or issuance of such senior equity securities would require the affirmative vote of the holders of at least two-thirds of the outstanding Series H Preferred Shares. Any convertible debt securities that we may issue are not considered to be equity securities for these purposes. The Series H Preferred Shares rank junior to all of our existing and future indebtedness.

Distributions.    Holders of the Series H Preferred Shares will be entitled to receive, when and as authorized by our board of trustees, out of assets legally available for the payment of distributions, cumulative cash distributions at the rate of 5.70% per annum of the $25.00 per share liquidation preference, equivalent to $1.4250 per annum per Series H Preferred Share. Distributions on the Series H Preferred Shares will accumulate on a daily basis and be cumulative from and including the original date of issuance and be payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). Distributions payable on the Series H Preferred Shares for any partial period will be computed on the basis of a 360-day year consisting of twelve 30-day months. We will pay distributions to holders of record as they appear in our share records at the close of business on the applicable record date, which will be the first day of the calendar month in which the applicable distribution payment date falls, or such other date as designated by our board of trustees for the payment of distributions that is not more than 90 days nor fewer than 10 days prior to the distribution payment date.

Our board of trustees will not authorize, and we will not pay, any distributions on the Series H Preferred Shares or set apart assets for the payment of distributions if the terms of any of our agreements, including agreements relating to our indebtedness, prohibit that authorization, payment or setting aside of assets or provide that the authorization, payment or setting aside of assets is a breach of or a default under that agreement, or if the authorization, payment or setting aside of assets is restricted or prohibited by law. We are and may in the future become a party to agreements that restrict or prevent the payment of distributions on, or the purchase or redemption of, our shares of beneficial interest. Under certain circumstances, these agreements could restrict or prevent the payment of distributions on or the purchase or redemption of Series H Preferred Shares. These restrictions may be indirect (for example, covenants requiring us to maintain specified levels of net worth or assets) or direct. We do not believe that these restrictions currently have any adverse impact on our ability to pay distributions on the Series H Preferred Shares.

Notwithstanding the foregoing, distributions on the Series H Preferred Shares will accrue whether or not we have earnings, whether or not there are assets legally available for the payment of distributions and whether or not distributions are authorized or declared. Accrued but unpaid distributions on the Series H Preferred Shares will not bear interest, and the holders of the Series H Preferred Shares will not be entitled to any distributions in excess of full cumulative distributions as described above. All of our distributions on Series H Preferred Shares, including any capital gain distributions, will be credited to the previously accrued distributions on the Series H Preferred Shares. We will credit any distribution made on Series H Preferred Shares first to the earliest accrued and unpaid distribution due.

We will not declare or pay any distributions, or set apart any assets for the payment of distributions (other than in common shares or other shares ranking junior to the Series H Preferred Shares as to distributions and upon liquidation), on our common shares or any other shares that rank on a parity with or junior to the Series H Preferred Shares as to distributions or upon liquidation, if any, or redeem, purchase or otherwise acquire our common shares or any other shares that rank on a parity with or junior to the Series H Preferred Shares as to distributions or upon liquidation, unless we also have declared and either paid or set apart for payment the full cumulative distributions on the Series H Preferred Shares for all past distribution periods. This restriction will not limit conversion into or exchange for any of our other shares ranking junior to the Series H Preferred Shares as to distributions and upon liquidation or our redemption, purchase or other acquisition of shares under incentive, benefit or share purchase plans for officers, trustees or employees or others performing or providing similar services or for the purposes of enforcing restrictions upon ownership and transfer of our equity securities contained in our declaration of trust in order to preserve our status as a REIT.

If we do not declare and either pay or set apart for payment the full cumulative distributions on the Series H Preferred Shares and all shares that rank on a parity with Series H Preferred Shares, the amount which we have declared will be allocated pro rata to the Series H Preferred Shares and to each parity series of shares so that the amount declared for each Series H Preferred Share and for each share of each parity series is proportionate to the accrued and unpaid distributions on those shares.

Liquidation Rights.    In the event of our liquidation, dissolution or winding up, the holders of the Series H Preferred Shares will be entitled to be paid out of our assets legally available for distribution to our shareholders (after payment or provision for payment of all of our debts and other liabilities) liquidating distributions in cash equal to a liquidation preference of $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of the payment. Holders of Series H Preferred Shares will be entitled to receive this liquidating distribution before we distribute any assets to holders of our common shares or any other shares of beneficial interest that rank junior to the Series H Preferred Shares. The rights of holders of Series H Preferred Shares to receive their liquidation preference would be subject to preferential rights of the holders of any series of shares that is senior to the Series H Preferred Shares. Written notice will be given to each holder of Series H Preferred Shares of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of Series H Preferred Shares will have no right or claim to any of our remaining assets. If we consolidate, merge or convert with or into any other entity, sell, lease, transfer or convey all or substantially all of our property or business, or engage in a statutory share exchange, we will not be deemed to have liquidated. In the event our assets are insufficient to pay the full liquidating distributions to the holders of Series H Preferred Shares and all the Parity Preferred Shares, then we will distribute our assets to the holders of Series H Preferred Shares and all the Parity Preferred Shares ratably in proportion to the full liquidating distributions they would have otherwise received.

Redemption.    We may not redeem the Series H Preferred Shares prior to July 27, 2026, except as described below under “— Special Optional Redemption” and “— Restrictions on Ownership and Transfer.” On and after July 27, 2026, upon no fewer than 30 days’ nor more than 60 days’ written notice, we may, at our option, redeem the Series H Preferred Shares, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of redemption. Unless full cumulative distributions on all Series H Preferred Shares shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, no Series H Preferred Shares shall be redeemed unless all outstanding Series H Preferred Shares are simultaneously redeemed; provided, that the foregoing restriction does not prevent Pebblebrook from taking action necessary to preserve its status as a REIT.

Special Optional Redemption.    Upon the occurrence of a Change of Control, we may, at our option, redeem the Series H Preferred Shares, in whole or in part on, or within 120 days after, the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, we have provided or provide notice of redemption with respect to the Series H Preferred Shares (whether pursuant to our optional redemption right or our special optional redemption right), the holders of Series H Preferred Shares to which such notice of redemption relates will not have the conversion right described below under “— Conversion Rights” and such Series H Preferred Shares will instead be redeemed in accordance with such notice.

If we redeem fewer than all of the Series H Preferred Shares, the notice of redemption mailed to each shareholder will also specify the number of Series H Preferred Shares that we will redeem from each shareholder. In this case, we will determine the number of Series H Preferred Shares to be redeemed on a pro rata basis or by lot.

If we have given a notice of redemption and have set apart sufficient assets for the redemption in trust for the benefit of the holders of the Series H Preferred Shares called for redemption, then from and after the redemption date, those Series H Preferred Shares will be treated as no longer being outstanding, no further distributions will accrue and all other rights of the holders of those Series H Preferred Shares will terminate. The holders of those Series H Preferred Shares will retain their right to receive the redemption price for their shares and any accrued and unpaid distributions to, but not including, the redemption date.

The holders of Series H Preferred Shares at the close of business on a distribution record date will be entitled to receive the distribution payable with respect to the Series H Preferred Shares on the corresponding payment date notwithstanding the redemption of the Series H Preferred Shares between such record date and the corresponding payment date. Except as provided above, we will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series H Preferred Shares to be redeemed.

A “Change of Control” is when, after the original issuance of the Series H Preferred Shares, the following have occurred and are continuing:

•the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of our company entitling that person to exercise more than 50% of the total voting power of all shares of our company entitled to vote generally in elections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

•following the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE American or Nasdaq or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq.

Conversion Rights.    Upon the occurrence of a Change of Control, each holder of Series H Preferred Shares will have the right, unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem the Series H Preferred Shares as described under “— Redemption” or “— Special Optional Redemption” above to convert some or all of the Series H Preferred Shares held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of our common shares per Series H Preferred Share (the “Common Share Conversion Consideration”) equal to the lesser of:

•the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series H Preferred Share distribution payment and prior to the corresponding Series H Preferred Share distribution payment date, in which case no additional amount for such accrued and unpaid distribution will be included in this sum) by (ii) the Common Share Price; and

•2.2311 (i.e., the Share Cap), subject to the adjustments described below.

The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of our common shares), subdivisions or combinations (in each case, a “Share Split”) with respect to our common shares as follows: the adjusted Share Cap as the result of a Share Split will be the number of our common shares that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of our common shares outstanding after giving effect to such Share Split and the denominator of which is the number of our common shares outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of our common shares (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change of Control Conversion Right will not exceed 22,311,000 (or equivalent Alternative Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap and for additional issuances of Series H Preferred Shares, if any.

In the case of a Change of Control pursuant to which our common shares will be converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of Series H Preferred Shares will receive upon conversion of such Series H Preferred Shares the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of our common shares equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration,” and the Common Share Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change of Control, is referred to as the “Conversion Consideration”).

If the holders of our common shares have the opportunity to elect the form of consideration to be received in the Change of Control, the consideration that the holders of the Series H Preferred Shares will receive will be the form of consideration elected by the holders of our common shares who participate in the determination (based on the weighted average of elections) and will be subject to any limitations to which all holders of our common shares are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the Change of Control.

We will not issue fractional common shares upon the conversion of the Series H Preferred Shares. Instead, we will pay the cash value of such fractional shares.

Within 15 days following the occurrence of a Change of Control, we will provide to holders of Series H Preferred Shares a notice of occurrence of the Change of Control that describes the resulting Change of Control Conversion Right. This notice will state the following:

•the events constituting the Change of Control;

•the date of the Change of Control;

•the last date on which the holders of Series H Preferred Shares may exercise their Change of Control Conversion Right;

•the method and period for calculating the Common Share Price;

•the Change of Control Conversion Date;

•that if, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem all or any portion of the Series H Preferred Shares, the holders will not be able to convert Series H Preferred Shares and such shares will be redeemed on the related redemption date, even if such shares have already been tendered for conversion pursuant to the Change of Control Conversion Right;

•if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per Series H Preferred Share;

•the name and address of the paying agent and the conversion agent; and

•the procedures that the holders of Series H Preferred Shares must follow to exercise the Change of Control Conversion Right.

We will issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on our website, in any event prior to the opening of business on the first business day following any date on which we provide the notice described above to the holders of Series H Preferred Shares.

To exercise the Change of Control Conversion Right, a holder of Series H Preferred Shares will be required to deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) evidencing Series H Preferred Shares to be converted, duly endorsed for transfer, together with a written conversion notice completed, to our transfer agent. The conversion notice must state:

•the relevant Change of Control Conversion Date;

•the number of Series H Preferred Shares to be converted; and

•that the Series H Preferred Shares are to be converted pursuant to the applicable provisions of the Series H Preferred Shares.

The “Change of Control Conversion Date” is the date the Series H Preferred Shares are to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which we provide the notice described above to the holders of Series H Preferred Shares.

The “Common Share Price” will be: (i) the amount of cash consideration per common share, if the consideration to be received in the Change of Control by the holders of our common shares is solely cash; and (ii) the average of the closing prices for our common shares on the NYSE for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of our common shares is other than solely cash.

Holders of Series H Preferred Shares may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to our transfer agent prior to the close of business on the business day prior to the Change of Control Conversion Date. The notice of withdrawal must state:

•the number of withdrawn Series H Preferred Shares;

•if certificated Series H Preferred Shares have been issued, the certificate numbers of the withdrawn Series H Preferred Shares; and

•the number of Series H Preferred Shares, if any, which remain subject to the conversion notice.

Notwithstanding the foregoing, if the Series H Preferred Shares are held in global form, the conversion notice and/or the notice of withdrawal, as applicable, must comply with applicable procedures of The Depository Trust Company, or DTC.

Series H Preferred Shares as to which the Change of Control Conversion Right has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem such Series H Preferred Shares, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem Series H Preferred Shares that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such Series H Preferred Shares will not be so converted and the holders of such shares will be entitled to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid distributions thereon to, but not including, the redemption date.

We will deliver amounts owing upon conversion no later than the third business day following the Change of Control Conversion Date.

In connection with the exercise of any Change of Control Conversion Right, we will comply with all federal and state securities laws and stock exchange rules in connection with any conversion of Series H Preferred Shares into our common shares. Notwithstanding any other provision of the Series H Preferred Shares, no holder of Series H Preferred Shares will be entitled to convert such Series H Preferred Shares for our common shares to the extent that receipt of such common shares would cause such holder (or any other person) to exceed the share ownership limits contained in our declaration of trust unless we provide an exemption from this limitation for such holder.

These Change of Control conversion and redemption features may discourage a party from taking over our company or make it more difficult for a party to take over our company.

Except as provided above in connection with a Change of Control, the Series H Preferred Shares are not convertible into or exchangeable for any other securities or property.

Voting Rights.    Holders of Series H Preferred Shares have no voting rights, except as set forth below.

Whenever distributions on the Series H Preferred Shares are due but unpaid for six or more quarterly periods, whether or not consecutive (a “Preferred Distribution Default”), the number of trustees then constituting our board of trustees shall be increased by two and the holders of the Series H Preferred Shares, voting together as a single class with the holders of any other Parity Preferred Shares upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional trustees to serve on our board of trustees (the “Preferred Shares Trustees”) at a special meeting called by the holders of at least 33% of the outstanding Series H Preferred Shares or the holders of at least 33% of any such other class or series of Parity Preferred Shares so in arrears if the request is received 90 or more days before the next annual or special meeting of shareholders, or at the next annual or special meeting of shareholders, and at each subsequent annual or special meeting of shareholders until all distributions accumulated on the Series H Preferred Shares for the past distribution periods have been fully paid.

If and when all accumulated distributions in arrears on the Series H Preferred Shares shall have been paid in full, the holders of the Series H Preferred Shares shall be divested of the voting rights as described in this section (subject to revesting in the event of each and every Preferred Distribution Default) and, if all accumulated distributions in arrears have been paid in full on all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable, the term of office of each Preferred Shares Trustee so elected shall terminate. Any Preferred Shares Trustee may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series H Preferred Shares when they have the voting rights set forth as described in this section (voting together as a single class with all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable). So long as a Preferred Distribution Default shall continue, any vacancy in the office of a Preferred Shares Trustee may be filled by written consent of the Preferred Shares Trustee remaining in office or, if none remains in office, by a vote of the holders of record of a majority of the outstanding Series H Preferred Shares when they have the voting rights set forth in this section (voting together as a single class with all other classes or series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable). The Preferred Shares Trustees shall each be entitled to one vote per trustee on any matter.

So long as any Series H Preferred Shares remain outstanding, we shall not, without the affirmative vote of the holders of at least two-thirds of the Series H Preferred Shares outstanding at the time: (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares ranking senior to the Series H Preferred Shares with respect to payment of distributions or rights upon liquidation, dissolution or winding up of our company, or reclassify any authorized shares of our company into any such shares, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of our declaration of trust, whether by merger, consolidation or otherwise, in each case in such a way that would materially and adversely affect any right, preference, privilege or voting power of the Series H Preferred Shares; provided, however, that with respect to the occurrence of any event set forth in (ii) above, so long as (a) the Series H Preferred Shares remain outstanding with the terms thereof materially unchanged, or (b) the holders of the Series H Preferred Shares receive equity securities with rights, preferences, privileges and voting powers substantially the same as those of the Series H Preferred Shares, then the occurrence of any such event shall not be deemed to materially and adversely affect the rights, privileges or voting powers of the holders of the Series H Preferred Shares. In addition, any increase in the amount of authorized Series H Preferred Shares or the creation or issuance, or increase in the amounts authorized, of any other equity securities ranking on a parity with or junior to the Series H Preferred Shares with respect to payment of distributions and the distribution of assets upon liquidation, dissolution or winding up of our company, shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series H Preferred Shares.

In any matter in which the Series H Preferred Shares are entitled to vote, each Series H Preferred Share will be entitled to one vote. If the holders of Series H Preferred Shares and another class or series of preferred shares, including our Series E Preferred Shares, Series F Preferred Shares and Series G Preferred Shares, are entitled to vote together as a single class on any matter, the Series H Preferred Shares and the shares of such other series will have one vote for each $25.00 of liquidation preference.

Information Rights.    During any period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any Series H Preferred Shares are outstanding, we will (i) transmit by mail to all holders of Series H Preferred Shares as their names and addresses appear in our record books and without cost to such holders, copies of reports containing substantially the same information as would have appeared in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits that would have been required) and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of the Series H Preferred Shares. We will mail (or otherwise provide) the reports to the holders of Series H Preferred Shares within 15 days after the respective dates by which we would have been required to file such reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act.

Restrictions on Ownership and Transfer.    For information regarding restrictions on ownership and transfer of the Series H Preferred Shares, see “All Classes and Series of Shares of Beneficial Interest—Restrictions on Ownership and Transfer” above.

Notwithstanding any other provision of the Series H Preferred Shares, no holder of the Series H Preferred Shares will be entitled to convert any Series H Preferred Shares into our common shares to the extent that receipt of our common shares would cause such holder or any other person to exceed the ownership limits contained in our declaration of trust.

Preemptive Rights.    No holders of the Series H Preferred Shares shall, as the holders, have any preemptive rights to purchase or subscribe for our common shares or any other security of our company.

Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws

Number of Trustees; Vacancies

Our declaration of trust and bylaws provide that the number of our trustees may be established, increased or decreased by our board of trustees but may not be less than the minimum number required by the MRL, if any, nor more than 15. Pursuant to our declaration of trust, we have also elected to be subject to the provision of Subtitle 8 of Title 3 of the MGCL regarding the filling of vacancies on our board of trustees. Accordingly, except as may be provided by our board of trustees in setting the terms of any class or series of shares of beneficial interest, any and all vacancies on our board of trustees may be filled only by the affirmative vote of a majority of the remaining trustees in office, even if the remaining trustees do not constitute a quorum, and any individual elected to fill such vacancy will serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is duly elected and qualifies.

Each of our trustees will be elected by our shareholders to serve for a one-year term and until his or her successor is duly elected and qualified. A majority of all votes cast with respect to a trustee at a meeting of shareholders at which a quorum is present is sufficient to elect that trustee; provided, however, that the trustees shall be elected by a plurality of all the votes cast at any annual meeting for which the number of nominees exceeds the number of trustees to be elected. The presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at a meeting constitutes a quorum.

Removal of Trustees

Our declaration of trust provides that, subject to the rights of holders of any class or series of preferred shares, a trustee may be removed only for “cause,” and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees. For this purpose, “cause” means, with respect to any particular trustee, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such trustee caused demonstrable, material harm to us through bad faith or active and deliberate dishonesty.

Business Combinations

Under certain provisions of the MGCL applicable to Maryland real estate investment trusts, certain “business combinations,” including a merger, consolidation, statutory share exchange or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities, between a Maryland real estate investment trust and an “interested shareholder” or, generally, any person who beneficially, directly or indirectly, owns 10% or more of the voting power of the real estate investment trust’s outstanding voting shares or an affiliate or associate of the real estate investment trust who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting shares of beneficial interest of the real estate investment trust, or an affiliate of such an interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. Thereafter, any such business combination must be recommended by the board of trustees of such real estate investment trust and approved by the affirmative vote of at least (a) 80% of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest in the real estate investment trust and (b) two-thirds of the votes entitled to be cast by holders of voting shares of beneficial interest in the real estate investment trust other than shares held by the interested shareholder with whom (or with whose affiliate) the business combination is to be effected or held by an affiliate or associate of the interested shareholder, unless, among other conditions, the common shareholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its shares. Under the MGCL, a person is not an “interested shareholder” if the board of trustees approved in advance the transaction by which the person otherwise would have become an interested shareholder. A board of trustees may provide that its approval is subject to compliance with any terms and conditions determined by it.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of trustees prior to the time that the interested shareholder becomes an interested shareholder.

Pursuant to the statute, our board of trustees has by resolution exempted business combinations between us and any other person from these provisions of the MGCL, provided that the business combination is first approved by our board of trustees, including a majority of trustees who are not affiliates or associates of such person, and, consequently, the five year prohibition and the supermajority vote requirements will not apply to such business combinations. However, our board of trustees may repeal or modify this resolution at any time in the future, in which case the applicable provisions of this statute will become applicable to business combinations between us and interested shareholders.

Control Share Acquisitions

The MGCL provides that holders of “control shares” of a Maryland real estate investment trust acquired in a “control share acquisition” have no voting rights with respect to the control shares except to the extent approved by the affirmative vote of at least two-thirds of the votes entitled to be cast on the matter, excluding shares of beneficial interest in a real estate investment trust in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of trustees: (1) the acquiror, (2) an officer of the real estate investment trust or (3) an employee of the real estate investment trust who is also a trustee of the real estate investment trust. “Control shares” are voting shares which, if aggregated with all other such shares owned by the acquirer, or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing trustees within one of the following ranges of voting power:

• one-tenth or more but less than one-third,

• one-third or more but less than a majority, or

• a majority or more of all voting power.

Control shares do not include shares that the acquirer is then entitled to vote as a result of having previously obtained shareholder approval or shares acquired directly from the real estate investment trust. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel a board of trustees to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the real estate investment trust may itself present the question at any shareholders’ meeting.

If voting rights are not approved at the meeting or if the acquirer does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the real estate investment trust may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of any meeting of shareholders at which the voting rights of such shares are considered and not approved or, if no such meeting is held, as of the date of the last control share acquisition by the acquirer. If voting rights for control shares are approved at a shareholders’ meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights, unless our declaration of trust or bylaws provide otherwise. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition statute does not apply to (1) shares acquired directly from the Company, (2) shares acquired in a merger, consolidation, or share exchange if we are a party to the transaction or (3) acquisitions approved or exempted by our declaration of trust or our bylaws.

Our bylaws contain a provision exempting from the control share acquisition statute any acquisition by any person of our shares of beneficial interest. There is no assurance that such provision will not be amended or eliminated at any time in the future.

Proxy Access

Our bylaws permit a shareholder, or group of no more than 20 shareholders, owning at least 3% of our outstanding common shares continuously for at least the prior three years to nominate a candidate for election to the board of trustees and inclusion in our proxy materials for the annual meeting of shareholders, provided that the total number of all shareholder nominees included in our proxy materials shall not exceed 20% of the number of trustees in office as of the last day on which notice of a nomination may be delivered pursuant to our bylaws, or if such amount is not a whole number, the closest whole number below 20%. The foregoing proxy access right is subject to additional eligibility, procedural and disclosure requirements set forth in our bylaws.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland real estate investment trust with a class of equity securities registered under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and at least three independent trustees to elect to be subject, by provision in its declaration of trust or bylaws or a resolution of its board of trustees and notwithstanding any contrary provision in the declaration of trust or bylaws, to any or all of five provisions:

• a classified board;

• a two-thirds vote requirement for removing a trustee;

• a requirement that the number of trustees be fixed only by vote of the trustees;

• a requirement that a vacancy on the board be filled only by the remaining trustees and, if the board is classified, for the remainder of the full term of the class of trustees in which the vacancy occurred; and

• a majority requirement for the calling of a shareholder-requested special meeting of shareholders.

Pursuant to our declaration of trust, we have elected to be subject to the provision of Subtitle 8 that requires that vacancies on our board may be filled only by the remaining trustees and for the remainder of the full term of the trusteeship in which the vacancy occurred. Through provisions in our declaration of trust and bylaws unrelated to Subtitle 8, we (1) require the affirmative vote of the holders of not less than two-thirds of all of the votes entitled to be cast on the matter for the removal of any trustee from the board, which removal will be allowed only for cause, (2) vest in the board the exclusive power to fix the number of trusteeships and (3) provide that only our board of trustees can call a special meeting of shareholders.

Meetings of Shareholders

Pursuant to our declaration of trust and bylaws, a meeting of our shareholders for the purpose of the election of trustees and the transaction of any business will be held annually on a date and at the time and place set by our board of trustees. The chairman of our board of trustees, the chief executive officer, president or our board of trustees have the exclusive power to call a special meeting.

Extraordinary Transactions

Under the MRL, a Maryland trust generally cannot dissolve, merge, convert, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless the action is declared advisable by its board of trustees and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the real estate investment trust’s declaration of trust. Our declaration of trust provides that any of these actions may be approved by the affirmative vote of shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter. However, Maryland law permits a trust to transfer all or substantially all of its assets without the approval of the shareholders to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the trust. In addition, operating assets may be held by a trust’s subsidiaries and these subsidiaries may be able to transfer all or substantially all of such assets without a vote of the shareholders.

Amendment to Our Declaration of Trust and Bylaws

Under the MRL, a Maryland real estate investment trust generally cannot amend its declaration of trust unless advised by its board of trustees and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a different percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the trust’s declaration of trust.

Except for certain amendments to their declaration of trust relating to the removal of trustees and the vote required for certain amendments, our declaration of trust provides that these actions may be taken if declared advisable by a majority of the board of trustees and approved by the vote of shareholders entitled to cast a majority of the votes entitled to be cast on the matter.

Our board of trustees has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws except that our bylaws may be altered or repealed, and new bylaws may be made, pursuant to a binding proposal that is (a) submitted to the shareholders for approval at a duly called meeting of shareholders by (i) the board of trustees or (ii) a shareholder who provides us with timely notice of such proposal that satisfies the notice procedures in accordance with our bylaws and who is, at the time such notice is delivered to us and as of such meeting, an Eligible Shareholder (as defined in our bylaws), and (b) approved by the affirmative vote of the holders of a majority of the shares of beneficial interest then outstanding and entitled to vote on such proposal.

Our Termination

Our declaration of trust provides for us to have a perpetual existence. Our termination must be approved by a majority of our entire board of trustees and the affirmative vote of not less than a majority of all of the votes entitled to be cast on the matter.

Advance Notice of Trustee Nominations and New Business

Our bylaws provide that, with respect to an annual meeting of shareholders, nominations of individuals for election to our board of trustees at an annual meeting and the proposal of other business to be considered by shareholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of trustees or (3) by a shareholder of record at the record date set by our board of trustees for the purpose of determining shareholders entitled to vote at the annual meeting, at the time of giving of notice and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business, and has complied with the advance notice provisions set forth in our bylaws. Shareholders generally must provide notice to our secretary not earlier than the 150th day or later than 5:00 p.m., Eastern Time, on the 120th day before the first anniversary of the date of our proxy statement for the preceding year’s annual meeting.

With respect to special meetings of shareholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our board of trustees at a special meeting may be made only (1) by or at the direction of our board of trustees or (2) provided that a special meeting has been called in accordance with our bylaws or the purpose of electing trustees, by a shareholder who is a shareholder of record at the record date set by the board of trustees for the purpose of determining shareholders entitled to vote at the special meeting, at the time of giving of notice provided for in our bylaws and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in our bylaws. Shareholders generally must provide notice to our secretary not earlier than the 120th day prior to such special meeting or later than 5:00 p.m., Eastern Time, on the later of the 90th day before the special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our present or former trustees, officers or other employees to us or to our shareholders, (c) any action asserting a claim against us or any of our present or former trustees, officers or other employees arising pursuant to any provision of the MRL, MGCL, as applicable, or our declaration of trust or bylaws or (d) any action asserting a claim against us or any of our present or former trustees, officers or other employees that is governed by the internal affairs doctrine.

Indemnification and Limitation of Trustees’ and Officers’ Liability

Maryland law permits a Maryland real estate investment trust to include in its declaration of trust a provision eliminating the liability of its trustees and officers to the real estate investment trust and its shareholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty that was established by a final judgment and was material to the cause of action. Our declaration of trust limits the liability of our trustees and officers for monetary damages to the maximum extent permitted under Maryland law.

Maryland law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees and officers to the same extent as permitted for directors and officers of Maryland corporations. The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our declaration of trust does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party to, or witness in, by reason of their service in those or other capacities unless it is established that:

• the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;

• the director or officer actually received an improper personal benefit in money, property or services; or

• in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under the MGCL, a Maryland corporation may not indemnify a director or officer in a suit by or on behalf of the corporation in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer was adjudged liable on the basis that personal benefit was improperly received. Nevertheless, a court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by or on behalf of the corporation, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer upon its receipt of:

• a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

• a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our declaration of trust authorizes us to obligate ourselves and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

• present or former trustee or officer; or

• any individual who, while a trustee or officer of us and at our request, serves or has served as a trustee, director, officer, partner, member, manager, employee, or agent of another real estate investment trust, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, and

• who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity from. Our declaration of trust and bylaws also permit us, with the approval of our board of trustees, to indemnify and advance expenses to any individual who served a predecessor of us in any of the capacities described above and any employees or agents of us or our predecessor.

We have entered into indemnification agreements with each of our executive officers and trustees that provide for indemnification to the maximum extent permitted by Maryland law.

REIT Qualification

Our declaration of trust provides that our board of trustees may revoke or otherwise terminate our REIT election, without approval of our shareholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT.

EX-21.1

Exhibit 21.1

List of Subsidiaries of Pebblebrook Hotel Trust

	Name	State of Incorporation or Organization
1.	Pebblebrook Hotel, L.P.	Delaware
2.	Pebblebrook Hotel Lessee, Inc.	Delaware
3.	Huskies Owner LLC	Delaware
4.	Huskies Lessee LLC	Delaware
5.	Orangemen Owner LLC	Delaware
6.	Orangemen Lessee LLC	Delaware
7.	Gator Owner LLC	Delaware
8.	Gator Lessee LLC	Delaware
9.	Jayhawk Owner LLC	Delaware
10.	Jayhawk Lessee LLC	Delaware
11.	Blue Devils Owner LLC	Delaware
12.	Blue Devils Lessee LLC	Delaware
13.	Wildcats Owner LLC	Delaware
14.	Wildcats Lessee LLC	Delaware
15.	Terrapins Owner LLC	Delaware
16.	Skamania Lodge Furnishings LLC	Delaware
17.	Terrapins Lessee LLC	Delaware
18.	Spartans Owner LLC	Delaware
19.	Spartans Lessee LLC	Delaware
20.	South 17th Street OwnerCo Mezzanine, L.P.	Delaware
21.	South 17th Street OwnerCo, L.P.	Delaware
22.	South 17th Street LeaseCo LLC	Delaware
23.	South 17th Street LeaseCo Mezzanine LLC	Delaware
24.	Bruins Owner LLC	Delaware
25.	Bruins Hotel Owner LP	Delaware
26.	Bruins Lessee LLC	Delaware
27.	Running Rebels Owner LLC	Delaware
28.	Running Rebels Lessee LLC	Delaware
29.	Wolverines Owner LLC	Delaware
30.	Wolverines Lessee LLC	Delaware
31.	Razorbacks Owner LLC	Delaware
32.	Razorbacks Lessee LLC	Delaware
33.	Cardinals Owner LLC	Delaware
34.	Cardinals Lessee LLC	Delaware
35.	Hoyas Owner LLC	Delaware
36.	Hoyas Lessee LLC	Delaware
37.	Wolfpack Owner LLC	Delaware
38.	Wolfpack Lessee LLC	Delaware
39.	Golden Eagles Owner LLC	Delaware
40.	Golden Eagles Lessee LLC	Delaware
41.	Miners Owner LLC	Delaware

42.	Miners Hotel Owner LP	Delaware
43.	Miners Lessee LLC	Delaware
44.	Ramblers Owner LLC	Delaware
45.	Ramblers Hotel Owner LP	Delaware
46.	Ramblers Lessee LLC	Delaware
47.	Bearcats Owner LLC	Delaware
48.	Bearcats Hotel Owner LP	Delaware
49.	Bearcats Lessee LLC	Delaware
50.	Buckeyes Owner LLC	Delaware
51.	Buckeyes Hotel Owner LP	Delaware
52.	Buckeyes Lessee LLC	Delaware
53.	Golden Bears Owner LLC	Delaware
54.	Golden Bears Lessee LLC	Delaware
55.	Dons Owner LLC	Delaware
56.	Dons Hotel Owner LP	Delaware
57.	Dons Lessee LLC	Delaware
58.	Crusaders Owner LLC	Delaware
59.	Crusaders Hotel Owner LP	Delaware
60.	Crusaders Lessee LLC	Delaware
61.	Beavers Owner LLC	Delaware
62.	Beavers Lessee LLC	Delaware
63.	Menudo Owner LLC	Delaware
64.	Menudo Lessee LLC	Delaware
65.	RHCP Owner LLC	Delaware
66.	RHCP Hotel Owner LP	Delaware
67.	RHCP Lessee LLC	Delaware
68.	Flatts Owner LLC	Delaware
69.	Flatts Lessee LLC	Delaware
70.	NKOTB Owner LLC	Delaware
71.	NKOTB Lessee LLC	Delaware
72.	Hazel Owner LLC	Delaware
73.	Hazel Lessee LLC	Delaware
74.	Creedence Owner LLC	Delaware
75.	Creedence Hotel Owner LP	Delaware
76.	Creedence Lessee LLC	Delaware
77.	Portland Hotel Trust	Maryland
78.	371 Seventh Avenue Co. LLC	Delaware
79.	371 Seventh Avenue Co. Lessee LLC	Delaware
80.	150 East 34th Street Co. LLC	Delaware
81.	150 East 34th Street Co. Lessee LLC	Delaware
82.	LaSalle Hotel Operating Partnership L.P.	Delaware
83.	Ping Merger OP GP LLC	Delaware
84.	Glass Houses	Maryland
85.	LaSalle Washington One Lessee, Inc.	Delaware
86.	Westban Hotel Investors LLC	Delaware
87.	LHO Backstreets LLC	Delaware
88.	LHO Backstreets Lessee LLC	Delaware

89.	Harborside LLC	Florida
90.	Harborside lessee LLC	Delaware
91.	PDX Pioneer LLC	Delaware
92.	PDX Pioneer Lessee LLC	Delaware
93.	Sunset City LLC	Delaware
94.	Sunset City Lessee LLC	Delaware
95.	PC Festivus LLC	Delaware
96.	PC Festivus Lessee LLC	Delaware
97.	LHO Onyx Hotel One LLC	Delaware
98.	LHO Onyx One Lessee LLC	Delaware
99.	RW New York LLC	Delaware
100.	RW New York Lessee LLC	Delaware
101.	LHO Michigan Avenue Freezeout LLC	Delaware
102.	LHO Michigan Avenue Freezeout Lessee LLC	Delaware
103.	LHO Chicago River LLC	Delaware
104.	LHO Chicago River Lessee LLC	Delaware
105.	LHO Harborside Hotel LLC	Delaware
106.	Don't Look Back LLC	Delaware
107.	Don't Look Back Lessee LLC	Delaware
108.	Look Forward lessee LLC	Delaware
109.	Look Forward LLC	Delaware
110.	NYC Serenade LLC	Delaware
111.	NYC Serenade Lessee LLC	Delaware
112.	Viva Soma LP	Delaware
113.	Viva Soma Lessee Inc.	Delaware
114.	Viva Soma LLC	Delaware
115.	LHO Hollywood LM LP	Delaware
116.	Ramrod Lessee Inc.	Delaware
117.	SF Treat LP	Delaware
118.	SF Treat LLC	Delaware
119.	SF Treat Lessee Inc.	Delaware
120.	Fun to Stay LP	Delaware
121.	Fun to Stay Lessee Inc.	Delaware
122.	Fun to Stay LLC	Delaware
123.	LHOBerge LP	Delaware
124.	LHOBerge Lessee Inc.	Delaware
125.	LHOBerge LLC	Delaware
126.	Serenity Now LP	Delaware
127.	Serenity Now Lessee Inc.	Delaware
128.	Serenity Now LLC	Delaware
129.	Let It FLHO LP	Delaware
130.	Let It FLHO Lessee Inc.	Delaware
131.	Let It FLHO LLC	Delaware
132.	Seaside Hotel LP	Delaware
133.	Seaside Hotel Lessee Inc.	Delaware
134.	Seaside Hotel LLC	Delaware
135.	Chamber Maid LP	Delaware

136.	Chamber Maid Lessee Inc.	Delaware
137.	Chamber Maid LLC	Delaware
138.	Geary Darling LP	Delaware
139.	Geary Darling Lessee Inc.	Delaware
140.	Geary Darling LLC	Delaware
141.	Lucky Town Burbank LP	Delaware
142.	Lucky Town Burbank Lessee Inc.	Delaware
143.	Lucky Town Burbank LLC	Delaware
144.	Souldriver LP	Delaware
145.	Souldriver Lessee Inc.	Delaware
146.	Souldriver LLC	Delaware
147.	LHO Grafton Hotel LP	Delaware
148.	LHO Grafton Hotel Lessee Inc.	Delaware
149.	LHO Grafton Hotel LLC	Delaware
150.	Park Sunset LLC	Delaware
151.	LHO Mission Bay Hotel LP	Delaware
152.	Paradise Lessee Inc.	Delaware
153.	LHO San Diego Financing LLC	Delaware
154.	LHO Mission Bay Rosie Hotel LP	Delaware
155.	LHO Mission Bay Rosie Lessee Inc.	Delaware
156.	LHO Mission Bay Rosie Hotel LLC	Delaware
157.	LHO Le Parc LP	Delaware
158.	LHO Le Parc Lessee Inc.	Delaware
159.	LHO Le Parc LLC	Delaware
160.	LHO Santa Cruz Hotel One LP	Delaware
161.	LHO Santa Cruz One Lessee Inc.	Delaware
162.	LHO Santa Cruz Hotel One LLC	Delaware
163.	LHO San Diego One LP	Delaware
164.	LHO San Diego One Lessee Inc	Delaware
165.	LHO San Diego Hotel One LLC	Delaware
166.	Wild I LLC	Delaware
167.	Wild Innocent I LP	Delaware
168.	Wild Innocent I Lessee LLC	Delaware
169.	Innocent I LLC	Delaware
170.	LHO Washington Hotel One LLC	Delaware
171.	DC One Lessee LLC	Delaware
172.	LHO Washington Hotel Two LLC	Delaware
173.	DC Two Lessee LLC	Delaware
174.	LHO Washington Hotel Three LLC	Delaware
175.	DC Three Lessee LLC	Delaware
176.	LHO Washington Hotel Four LLC	Delaware
177.	DC Four Lessee LLC	Delaware
178.	I&G Capitol LLC	Delaware
179.	DC I&G Capital Lessee LLC	Delaware
180.	LHO Washington Hotel Six LLC	Delaware
181.	DC Six Lessee LLC	Delaware
182.	LHO Tom Joad Circle DC LLC	Delaware

183.	LHO Tom Joad Circle DC Lessee LLC	Delaware
184.	H Street Shuffle LLC	Delaware
185.	H Street Shuffle Lessee	Delaware
186.	Silver P LLC	Delaware
187.	Silver P Lessee LLC	Delaware
188.	Curator IP LLC	Delaware
189.	CHRC LLC	Delaware
190.	Curatorbrook Lessee LLC	Delaware
191.	Curatorbrook Hotel LLC	Delaware
192.	Z Collection LLC	Delaware
193.	Golden Isles Owner LLC	Delaware
194.	Golden Isles Lessee LLC	Delaware
195.	Happy Hour Owner LLC	Delaware
196.	MVHF Hotel Holdings I, LLC	Delaware
197.	Madison MVHF (Alternative) Investor, LLC	Delaware
198.	MVHF Hotel Holdings, LLC	Delaware
199.	MVHF, LLC	Delaware
200.	Happy Hour Lessee LLC	Delaware
201.	Jewel Owner LLC	Delaware
202.	Jewel Hotel Owner LP	Delaware
203.	Jewel Lessee LLC	Delaware
204.	Napoli Owner LLC	Delaware
205.	Napoli Lessee LLC	Delaware
206.	Goat Owner LLC	Delaware
207.	Goat Lessee LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-163628, 333-186324, 333-214345 and 333-256379) on Form S-8 of our reports dated February 21, 2024, with respect to the consolidated financial statements of Pebblebrook Hotel Trust and the effectiveness of internal control over financial reporting.

Our report dated February 21, 2024, on the consolidated financial statements refers to a change in the method of accounting for convertible debt effective January 1, 2021 due to the adoption of Accounting Standards Update No. 2020-06.

/s/ KPMG LLP

McLean, Virginia

February 21, 2024

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jon E. Bortz, certify that:

1.I have reviewed this Annual Report on Form 10-K of Pebblebrook Hotel Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 21, 2024	/s/ JON E. BORTZ
		Jon E. Bortz
		Chief Executive Officer and Chairman of the Board (principal executive officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Raymond D. Martz, certify that:

1.I have reviewed this Annual Report on Form 10-K of Pebblebrook Hotel Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 21, 2024	/s/ RAYMOND D. MARTZ
		Raymond D. Martz
		Co-President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)

EX-32.1

Exhibit 32.1

Certification Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Pebblebrook Hotel Trust (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jon E. Bortz, Chief Executive Officer and Chairman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 21, 2024	/s/ JON E. BORTZ
		Jon E. Bortz
		Chief Executive Officer and Chairman of the Board (principal executive officer)

EX-32.2

Exhibit 32.2

Certification Pursuant To

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Pebblebrook Hotel Trust (the “Company”) on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond D. Martz, Co-President, Chief Financial Officer, Treasurer and Secretary, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 21, 2024	/s/ RAYMOND D. MARTZ
		Raymond D. Martz
		Co-President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)

EX-97.1

Exhibit 97.1

PEBBLEBROOK HOTEL TRUST

CLAWBACK POLICY

Introduction

The board of trustees (the “Board”) of Pebblebrook Hotel Trust (the “Company”) believes that it is in the best interests of the Company to maintain a culture that emphasizes integrity and accountability and that supports and reinforces the Company’s pay-for-performance compensation philosophy. Therefore, the Board has adopted this Clawback Policy (this “Policy”) to provide for the recoupment of incentive-based compensation erroneously awarded to the Company’s executive officers and all other employees whose award agreements are subject to this Policy. The purpose of this Policy is to document the Company’s right to recover compensation that the Company determines, in its sole discretion, was unjustly paid to any Covered Individual. This Policy is intended to comply with and supplement, but not limit or constrain, any statutory or regulatory right or obligation of the Company to recover compensation from the Covered Individuals (including, without limitation, the requirements of the Sarbanes-Oxley Act of 2002, Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable recoupment provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act).

1.Definitions. Capitalized terms in this Policy have the following meanings:

(a)“Accounting Restatement” means an accounting restatement required to be prepared by the Company due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws, including any accounting restatement required to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. “Accounting Restatement” does not include any change to the Company’s financial statements that is not made to correct errors, such as, but not limited to, the following: (i) a retrospective application of a change in accounting principle; (ii) a retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) a retrospective reclassification due to a discontinued operation; (iv) a retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (v) a retrospective revision for share splits, reverse share splits, share dividends or other changes in capital structure.

(b)“Committee” means the Compensation Committee of the Board or, at the Board’s sole discretion, the Board.

(c)“Covered Individual” is defined in Section 3 of this Policy.

(d)“Erroneously Awarded Compensation” means the amount of Incentive Compensation that was Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had the amount of Incentive Compensation been determined based on the restated Financial Reporting Measures, computed without regard to any taxes paid by the Covered Individual or by the Company on the Covered Individual’s behalf. For Incentive Compensation based on total shareholder return or Company share price, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of Erroneously Awarded Compensation will be based on a reasonable estimate by the Committee of the effect of the Accounting Restatement on the share price or total shareholder return upon which the Incentive Compensation was Received. The Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE as required.

(e)“Financial Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the SEC), (ii) Company share price and (iii) Company total shareholder return.

(f)“Incentive Compensation” means a Covered Individual’s cash bonus awarded under the Company’s annual incentive plan and any equity-based awards granted pursuant to the Company’s long-term incentive plans that are earned, paid/granted or vested wholly (or in part) upon the attainment of any Financial Reporting Measure of the Company.

(g)“Look-Back Period” means the three completed fiscal years immediately preceding the earlier of: (i) the date the Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement. In addition, if there is a change in the Company’s fiscal year-end, the Look-Back Period will also include any transition period to the extent required by Section 303A.14 of the Manual.

(h)“NYSE” means the New York Stock Exchange and any successor stock exchange or quotation system operated by the New York Stock Exchange or any successor thereto.

(i)“Manual” means the NYSE Listed Company Manual.

(j)“Received” means the receipt of Incentive Compensation, which is deemed by this Policy to have occurred in the fiscal year during which the Financial Reporting Measure is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that fiscal year.

(k)“SEC” means the United States Securities and Exchange Commission.

2.Administration.

This Policy shall be administered by the Committee.

2

3.Covered Individuals.

This Policy applies to the Company’s current and former executive officers (as determined by the Board in accordance with Section 10D of the Exchange Act), such other senior executives and employees who the Committee may deem to be subject to this Policy and each recipient of a performance-based equity award agreement to the extent such agreement refers to this Policy (each at “Covered Individual”).

4.Recoupment; Accounting Restatement.

Subject to the terms of this Policy and the requirements of Section 303A.14 of the Manual, in the event the Company is required to prepare an Accounting Restatement, then the Company shall recover, reasonably promptly from each Covered Individual as set forth in Section 6 of this Policy, any Erroneously Awarded Compensation that was Received by such Covered Individual during the Look-Back Period.

5.Committee Discretion.

The Committee may, in determining appropriate remedial action, take into account the financial cost of penalties or punishments imposed by third parties, such as law enforcement agencies, regulators or other authorities; however, such determinations shall not mitigate or eliminate the Company’s obligations to recoup Erroneously Awarded Compensation pursuant to Section 4 of this Policy.

6.Enforcement and Impracticability.

The Committee shall recover any Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Committee in accordance with Rule 10D-1 promulgated under the Exchange Act and Section 303A.14 of the Manual. If the Committee determines to enforce recoupment, (i) the Committee shall provide the Covered Individual written notice of its intent to recoup Incentive Compensation under this Policy, along with the timeline within which the Covered Individual must respond, (ii) to the extent the Covered Individual does not intend to comply with such recoupment efforts, the Covered Individual must respond to the Committee in writing detailing the reasons why non-compliance is warranted and such response must be provided to the Committee within 15 business days from the Covered Individual’s receipt of the Committee’s initial notice, and (iii) if the Committee disagrees with the Covered Individual’s assertions, then the Committee must respond to the Covered Individual in writing detailing such reasons within the 15 business days from the Committee’s receipt of the Covered Individual’s written response.

7.Method of Recoupment.

The Committee will determine, in its sole discretion, the method for recouping the Erroneously Awarded Compensation pursuant to this Policy, and subject to the requirement that recovery be made reasonably promptly, the Committee will determine the appropriate means of recovery, which may vary, without limitation, between Covered Individuals or based on the nature of the applicable Incentive Compensation, and which may involve, without limitation: establishing a deferred repayment plan or set-off against current or future compensation otherwise payable to the Covered Individual; cancelling outstanding vested or unvested equity awards made to the Covered Individual; and taking any other remedial and recovery action permitted by law, as determined by the Committee.

3

8.No Indemnification and No Reimbursement of Insurance Premiums.

The Company shall neither indemnify any Covered Individual against or for the loss of any Erroneously Awarded Compensation nor pay or reimburse any Covered Individual for the premiums for any insurance policy covering any such loss.

9.Interpretation.

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements under Rule 10D-1 promulgated under the Exchange Act and any applicable rules or standards adopted by the SEC or the NYSE

10.Amendment; Termination.

The Committee, in its discretion, may at any time amend or amend and restate this Policy and shall suspend, amend or terminate this Policy as the Committee deems necessary to comply with applicable law. Notwithstanding anything herein to the contrary, this Policy shall be deemed automatically and unilaterally amended to the minimum extent necessary to comply with the applicable listing standards of the NYSE.

11.Other Recoupment Rights.

The Board intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or similar agreement entered into with a Covered Individual shall, as a condition to the grant of any benefit thereunder, require a Covered Individual to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.

12.Successors.

This Policy shall be binding and enforceable against each Covered Individual and each Covered Individual’s beneficiaries, heirs, executors, administrators or other legal representatives.

As amended and restated by the Board on July 20, 2023.

4

XML

Cover Page - USD ($)
$ in Billions

12 Months Ended

Dec. 31, 2023

Feb. 14, 2024

Jun. 30, 2023

Document Information [Line Items]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Dec. 31, 2023

Current Fiscal Year End Date

--12-31

Document Transition Report

false

Entity File Number

001-34571

Entity Registrant Name

PEBBLEBROOK HOTEL TRUST

Entity Incorporation, State or Country Code

MD

Entity Tax Identification Number

27-1055421

Entity Address, Address Line One

4747 Bethesda Avenue

Entity Address, Address Line Two

Suite 1100

Entity Address, City or Town

Bethesda

Entity Address, State or Province

MD

Entity Address, Postal Zip Code

20814

City Area Code

(240)

Local Phone Number

507-1300

Entity Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

ICFR Auditor Attestation Flag

true

Document Financial Statement Error Correction [Flag]

false

Entity Shell Company

false

Entity Public Float

$ 1.6

Entity Common Stock, Shares Outstanding

120,294,744

Documents Incorporated by Reference

Portions of the registrant's Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders (to be filed with the Securities and Exchange Commission on or before April 30, 2024) are incorporated by reference into this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

Entity Central Index Key

0001474098

Document Fiscal Year Focus

2023

Document Fiscal Period Focus

FY

Amendment Flag

false

Common Shares, $0.01 par value per share

Document Information [Line Items]

Title of 12(b) Security

Common Shares, $0.01 par value per share

Trading Symbol

PEB

Security Exchange Name

NYSE

Series E Cumulative Redeemable Preferred Shares, $0.01 par value

Document Information [Line Items]

Title of 12(b) Security

Series E Cumulative Redeemable Preferred Shares, $0.01 par value

Trading Symbol

PEB-PE

Security Exchange Name

NYSE

Series F Cumulative Redeemable Preferred Shares, $0.01 par value

Document Information [Line Items]

Title of 12(b) Security

Series F Cumulative Redeemable Preferred Shares, $0.01 par value

Trading Symbol

PEB-PF

Security Exchange Name

NYSE

Series G Cumulative Redeemable Preferred Shares, $0.01 par value

Document Information [Line Items]

Title of 12(b) Security

Series G Cumulative Redeemable Preferred Shares, $0.01 par value

Trading Symbol

PEB-PG

Security Exchange Name

NYSE

Series H Cumulative Redeemable Preferred Shares, $0.01 par value

Document Information [Line Items]

Title of 12(b) Security

Series H Cumulative Redeemable Preferred Shares, $0.01 par value

Trading Symbol

PEB-PH

Security Exchange Name

NYSE

XML

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	McLean, VA
Auditor Firm ID	185

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ASSETS
Investment in hotel properties, net	$ 5,490,776	$ 5,874,876
Hotel held for sale	0	44,861
Cash and cash equivalents	183,747	41,040
Restricted cash	9,894	11,229
Hotel receivables (net of allowance for doubtful accounts of $689 and $431, respectively)	43,912	45,258
Prepaid expenses and other assets	96,644	116,276
Total assets	5,824,973	6,133,540
LIABILITIES AND EQUITY
Debt	2,319,801	2,387,293
Accounts payable, accrued expenses and other liabilities	238,644	250,518
Lease liabilities - operating leases	320,617	320,402
Deferred revenues	76,874	73,603
Accrued interest	6,830	4,535
Liabilities related to hotel held for sale	0	428
Distribution payable	11,862	12,218
Total liabilities	2,974,628	3,048,997
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred shares of beneficial interest, $.01 par value (liquidation preference $690,000 and $715,000 at December 31, 2023 and December 31, 2022, respectively), 100,000,000 shares authorized; 27,600,000 shares issued and outstanding at December 31, 2023 and 28,600,000 shares issued and outstanding at December 31, 2022	276	286
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 120,191,349 shares issued and outstanding at December 31, 2023 and 126,345,293 shares issued and outstanding at December 31, 2022	1,202	1,263
Additional paid-in capital	4,078,912	4,182,359
Accumulated other comprehensive income (loss)	24,374	35,724
Distributions in excess of retained earnings	(1,341,264)	(1,223,117)
Total shareholders’ equity	2,763,500	2,996,515
Non-controlling interests	86,845	88,028
Total equity	2,850,345	3,084,543
Total liabilities and equity	$ 5,824,973	$ 6,133,540

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 689,000	$ 431,000
Preferred shares of beneficial interest, par value (in usd per share)	$ 0.01	$ 0.01
Preferred shares of beneficial interest, liquidation preference value	$ 690,000,000	$ 715,000,000
Preferred shares of beneficial interest, authorized (in shares)	100,000,000	100,000,000
Preferred shares of beneficial interest, issued (in shares)	27,600,000	28,600,000
Preferred shares of beneficial interest, outstanding (in shares)	27,600,000	28,600,000
Common shares of beneficial interest, par value (in usd per share)	$ 0.01	$ 0.01
Common shares of beneficial interest, authorized (in shares)	500,000,000	500,000,000
Common shares of beneficial interest, issued (in shares)	120,191,349	126,345,293
Common shares of beneficial interest, outstanding (in shares)	120,191,349	126,345,293

XML

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues:
Total revenues	$ 1,419,949	$ 1,391,891	$ 733,044
Hotel operating expenses:
Total hotel operating expenses	941,080	883,474	496,580
Depreciation and amortization	240,645	239,583	224,251
Real estate taxes, personal property taxes, property insurance, and ground rent	124,595	126,134	111,675
General and administrative	44,789	39,187	38,166
Impairment	81,788	89,633	14,856
Gain on sale of hotel properties	(30,375)	(6,194)	(64,729)
Business interruption insurance income	(32,985)	0	0
Other operating expenses	12,602	5,352	2,036
Total operating expenses	1,382,139	1,377,169	822,835
Operating income (loss)	37,810	14,722	(89,791)
Interest expense	(115,660)	(99,988)	(96,633)
Other	4,229	562	113
Income (loss) before income taxes	(73,621)	(84,704)	(186,311)
Income tax (expense) benefit	(655)	(277)	(61)
Net income (loss)	(74,276)	(84,981)	(186,372)
Net income (loss) attributable to non-controlling interests	3,741	2,190	(1,514)
Net income (loss) attributable to the Company	(78,017)	(87,171)	(184,858)
Distributions to preferred shareholders	(43,649)	(45,074)	(42,105)
Redemption of preferred shares	8,396	8,186	(8,055)
Net income (loss) attributable to common shareholders	$ (113,270)	$ (124,059)	$ (235,018)
Net income (loss) per share available to common shareholders, basic (in usd per share)	$ (0.93)	$ (0.95)	$ (1.80)
Net income (loss) per share available to common shareholders, diluted (in usd per share)	$ (0.93)	$ (0.95)	$ (1.80)
Weighted-average number of common shares, basic (in shares)	121,813,042	130,453,944	130,804,354
Weighted-average number of common shares, diluted (in shares)	121,813,042	130,453,944	130,804,354
Comprehensive Income:
Net income (loss)	$ (74,276)	$ (84,981)	$ (186,372)
Other comprehensive income (loss):
Change in fair value of derivative instruments	17,572	55,479	15,289
Amounts reclassified from other comprehensive income	(28,995)	52	25,210
Comprehensive income (loss)	(85,699)	(29,450)	(145,873)
Comprehensive income (loss) attributable to non-controlling interests	3,668	2,555	(1,251)
Comprehensive income (loss) attributable to the Company	(89,367)	(32,005)	(144,622)
Room
Revenues:
Total revenues	914,109	910,936	483,191
Hotel operating expenses:
Total hotel operating expenses	248,020	225,992	127,105
Food and beverage
Revenues:
Total revenues	351,852	346,702	157,848
Hotel operating expenses:
Total hotel operating expenses	264,163	243,543	111,928
Other
Revenues:
Total revenues	153,988	134,253	92,005
Hotel operating expenses:
Total hotel operating expenses	$ 428,897	$ 413,939	$ 257,547

XML

Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Total Shareholders' Equity	Total Shareholders' Equity Cumulative Effect, Period of Adoption, Adjustment	Preferred Shares	Common Shares	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)	Distributions in Excess of Retained Earnings	Non-Controlling Interests
Beginning balance (in shares) at Dec. 31, 2020					20,400,000	130,673,300
Beginning balance at Dec. 31, 2020	$ 3,264,326	$ (113,099)	$ 3,257,337	$ (113,099)	$ 204	$ 1,307	$ 4,169,870	$ (113,099)	$ (60,071)	$ (853,973)	$ 6,989
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redemption of preferred shares (in shares)					(10,000,000)
Redemption of preferred shares	(250,000)		(250,000)		$ (100)		(241,845)			(8,055)
Issuance of shares, net of offering costs (in shares)					19,200,000
Issuance of shares, net of offering costs	464,054		464,054		$ 192		463,862
Issuance of common shares for Board of Trustees compensation (in shares)						27,711
Issuance of common shares for Board of Trustees compensation	516		516			$ 1	515
Repurchase of common shares (in shares)						(38,310)
Repurchase of common shares	(720)		(720)			$ (1)	(719)
Share-based compensation (in shares)						151,049
Share-based compensation	12,879		10,434			$ 1	10,433				2,445
Distributions on common shares/units	(5,098)		(5,032)							(5,032)	(66)
Distributions on preferred shares/units	(42,105)		(42,105)							(42,105)	0
Purchases of capped calls in connection with convertible senior notes	(20,975)		(20,975)				(20,975)
Other adjustment	0		393						393		(393)
Other comprehensive income (loss):
Change in fair value of derivative instruments	15,289		15,026						15,026		263
Amounts reclassified from other comprehensive income	25,210		25,210						25,210
Net income (loss)	(186,372)		(184,858)							(184,858)	(1,514)
Ending balance (in shares) at Dec. 31, 2021					29,600,000	130,813,750
Ending balance at Dec. 31, 2021	3,163,905		3,156,181		$ 296	$ 1,308	4,268,042		(19,442)	(1,094,023)	7,724
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redemption of preferred shares (in shares)					(1,000,000)
Redemption of preferred shares	(16,000)		(16,000)		$ (10)		(24,176)			8,186
Issuance of shares, net of offering costs (in shares)					0
Issuance of shares, net of offering costs	(123)		(123)		$ 0		(123)
Issuance of operating partnership units	78,000										78,000
Issuance of common shares for Board of Trustees compensation (in shares)						33,866
Issuance of common shares for Board of Trustees compensation	738		738			$ 1	737
Repurchase of common shares (in shares)						(4,609,626)
Repurchase of common shares	(70,724)		(70,724)			$ (47)	(70,677)
Share-based compensation (in shares)						107,303
Share-based compensation	11,350		8,557			$ 1	8,556				2,793
Distributions on common shares/units	(5,104)		(5,035)							(5,035)	(69)
Distributions on preferred shares/units	(48,049)		(45,074)							(45,074)	(2,975)
Other comprehensive income (loss):
Change in fair value of derivative instruments	55,479		55,114						55,114		365
Amounts reclassified from other comprehensive income	52		52						52
Net income (loss)	(84,981)		(87,171)							(87,171)	2,190
Ending balance (in shares) at Dec. 31, 2022					28,600,000	126,345,293
Ending balance at Dec. 31, 2022	3,084,543		2,996,515		$ 286	$ 1,263	4,182,359		35,724	(1,223,117)	88,028
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Redemption of preferred shares (in shares)					(1,000,000)
Redemption of preferred shares	(15,790)		(15,790)		$ (10)		(24,176)			8,396
Redemption of non-controlling interest OP units (in shares)						133,605
Redemption of non-controlling interests			3,515			$ 1	3,514				(3,515)
Issuance of common shares for Board of Trustees compensation (in shares)						55,480
Issuance of common shares for Board of Trustees compensation	754		754			$ 1	753
Repurchase of common shares (in shares)						(6,578,436)
Repurchase of common shares	(92,753)		(92,753)			$ (65)	(92,688)
Share-based compensation (in shares)						235,407
Share-based compensation	12,545		9,152			$ 2	9,150				3,393
Distributions on common shares/units	(4,949)		(4,877)							(4,877)	(72)
Distributions on preferred shares/units	(48,306)		(43,649)							(43,649)	(4,657)
Other comprehensive income (loss):
Change in fair value of derivative instruments	17,572		17,645						17,645		(73)
Amounts reclassified from other comprehensive income	(28,995)		(28,995)						(28,995)
Net income (loss)	(74,276)		(78,017)							(78,017)	3,741
Ending balance (in shares) at Dec. 31, 2023					27,600,000	120,191,349
Ending balance at Dec. 31, 2023	$ 2,850,345		$ 2,763,500		$ 276	$ 1,202	$ 4,078,912		$ 24,374	$ (1,341,264)	$ 86,845

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net income (loss)	$ (74,276)	$ (84,981)	$ (186,372)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	240,645	239,583	224,251
Share-based compensation	12,545	11,350	11,433
Amortization of deferred financing costs, non-cash interest and other amortization	12,124	13,453	16,633
Gain on sale of hotel properties	(30,375)	(6,194)	(64,729)
Impairment	81,788	89,633	14,856
Non-cash ground rent	9,898	9,952	7,061
Other adjustments	(7,801)	(4,713)	(1,959)
Changes in assets and liabilities:
Hotel receivables	1,171	(7,974)	(27,509)
Prepaid expenses and other assets	(11,190)	(10,018)	(428)
Accounts payable and accrued expenses	(5,860)	24,808	51,793
Deferred revenues	7,528	3,846	25,736
Net cash provided by (used in) operating activities	236,197	278,745	70,766
Investing activities:
Improvements and additions to hotel properties	(200,634)	(116,743)	(83,827)
Proceeds from sales of hotel properties	314,941	248,908	255,927
Acquisition of hotel properties	0	(247,163)	(253,541)
Property insurance proceeds	30,210	5,638	0
Other investing activities	(2,495)	(25)	(128)
Net cash provided by (used in) investing activities	142,022	(109,385)	(81,569)
Financing activities:
Gross proceeds from issuance of preferred shares	0	0	480,000
Payment of offering costs — common and preferred shares	0	(123)	(15,947)
Payment of deferred financing costs	(2,710)	(12,415)	(14,510)
Borrowings under revolving credit facilities	10,000	190,151	0
Repayments under revolving credit facilities	(10,000)	(190,151)	(40,000)
Proceeds from debt	140,000	1,380,000	268,599
Repayments of debt	(211,088)	(1,434,956)	(392,236)
Purchases of capped calls for convertible senior notes	0	0	(20,975)
Repurchases of common shares	(92,753)	(70,724)	(720)
Redemption of preferred shares	(15,790)	(16,000)	(250,000)
Distributions — common shares/units	(4,971)	(5,291)	(5,279)
Distributions — preferred shares/units	(48,607)	(47,367)	(39,443)
Other financing activities	(928)	(2,462)	(2,739)
Net cash provided by (used in) financing activities	(236,847)	(209,338)	(33,250)
Net change in cash and cash equivalents and restricted cash	141,372	(39,978)	(44,053)
Cash and cash equivalents and restricted cash, beginning of year	52,269	92,247	136,300
Cash and cash equivalents and restricted cash, end of year	$ 193,641	$ 52,269	$ 92,247

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Organization

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

Pebblebrook Hotel Trust (the "Company") is an internally managed hotel investment company, formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major U.S. cities and resort properties located near our primary target urban markets and select destination resort markets, with an emphasis on major gateway coastal markets.

As of December 31, 2023, the Company owned interests in 46 hotels with a total of 11,924 guest rooms. The hotel properties are located in: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Newport, Rhode Island; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Stevenson, Washington; and Washington, D.C.

Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of December 31, 2023, the Company owned 99.3% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.7% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial policies, are accounted for under the equity method.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. It is uncertain what the future affects of the COVID-19 pandemic will have on the overall economy or travel. In addition, the rise in inflation and corresponding increase in interest rates may also impact the overall economy. A decline in travel or a significant increase in costs may impact the Company's cash flow and ability to service debt or meet other financial obligations.

Fair Value Measurements

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:

1.Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

2.Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.

3.Level 3 – Model-derived valuations with unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. See Note 5. Debt to the accompanying consolidated financial statements for disclosures on the fair value of debt and derivative instruments.

Investment in Hotel Properties

Upon acquiring a business or hotel property, the Company measures and recognizes the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties.

Transaction costs related to business combinations are expensed as incurred and included on the consolidated statements of operations and comprehensive income. Transaction costs related to asset acquisitions are capitalized and recorded to investment in hotel property.

Hotel renovations and replacements of assets that improve or extend the life of the asset are recorded at cost and depreciated over their estimated useful lives. Furniture, fixtures and equipment under finance leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred.

Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations.

The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and estimated holding period, future required capital expenditures, and fair values, including consideration of expected terminal capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.

The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Company's board of trustees (the "Board of Trustees") has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss, together with the related operating results, as continuing or discontinuing operations on the statements of operations and classify the assets and related liabilities as held for sale on the balance sheet.

Intangible Assets and Liabilities

Intangible assets or liabilities are recorded on non-market contracts assumed as part of the acquisition of certain hotels. The Company reviews the terms of agreements assumed in conjunction with the purchase of a hotel to determine if the terms are over or under market compared to an estimated market agreement at the acquisition date. Under market lease assets or over market contract liabilities are recorded at the acquisition date and amortized using the straight-line method over the term of the agreement. The Company does not amortize intangible assets with indefinite useful lives, but reviews these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions and short-term liquid investments with an original maturity of three months or less. The Company maintains cash and cash equivalents balances in excess of insured limits with various financial institutions. This may subject the Company to significant concentrations of credit risk. The Company performs periodic evaluations of the credit quality of these financial institutions.

Restricted Cash

Restricted cash primarily consists of reserves for replacement of furniture and fixtures, cash held in escrow pursuant to certain lender or hotel management agreement requirements to pay for real estate taxes, ground rent or property insurance and cash held in cash management and lockbox accounts pursuant to certain mortgage loan requirements.

Prepaid Expenses and Other Assets

The Company's prepaid expenses and other assets consist of prepaid real estate taxes, prepaid insurance, inventories, over or under market leases, and corporate office equipment and furniture.

Derivative Instruments

In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are recorded at fair value on the balance sheet date. Unrealized gains and losses of hedging instruments are reported in other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

Revenue Recognition

Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over the length of a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied.

The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense.

Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company's consolidated statements of operations and comprehensive income.

The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses.

Income Taxes

To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, the Company's TRS lessees are subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Share-based Compensation

The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation.

Comprehensive Income (Loss)

The purpose of reporting comprehensive income (loss) is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss).

Segment Information

The Company separately evaluates the performance of each of its hotel properties. However, because each of the hotels has similar economic characteristics, facilities, and services, the hotel properties have been aggregated into a single operating segment.

Investments in Unconsolidated Entities

The Company owns a non-controlling equity interest in Fifth Wall Late-Stage Climate Technology Fund, L.P. As of December 31, 2023, the Company has invested $7.9 million. The Company's total equity commitment to the fund is $10.0 million.

New Accounting Pronouncements

Disclosure Improvements

In October, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification ("ASC"). ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will vary based on the date on which the SEC removes that related disclosure from its rules. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective. Early adoption is prohibited. The Company is currently assessing the potential impacts of ASU 2023-06 and does not expect it to have a material effect on its consolidated financial statements and disclosures.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impacts of adopting ASU 2023-07 on its consolidated financial statements and disclosures.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis, with the option to apply retrospectively. The Company is currently assessing the impacts of adopting ASU 2023-09 on its consolidated financial statements and disclosures.

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Acquisition and Disposition of Hotel Properties

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition and Disposition of Hotel Properties

Acquisition and Disposition of Hotel Properties

Acquisitions

There were no acquisitions of hotel properties during the year ended December 31, 2023.

On May 11, 2022, the Company acquired the 119-room Inn on Fifth in Naples, Florida for $156.0 million, excluding prorations and transactions costs. This transaction was funded with cash on hand, the issuance of 16,291 common units of limited partnership interest in the Operating Partnership and 3,104,400 preferred units of the Operating Partnership designated as 6.0% Series Z Preferred Units.

On June 23, 2022, the Company acquired the 257-room Newport Harbor Island Resort (formerly Gurney's Newport Resort & Marina) in Newport, Rhode Island for $174.0 million using cash on hand and proceeds from its senior unsecured revolving credit facility.

Dispositions

The following table summarizes disposition transactions during the years ended December 31, 2023 and 2022 (in thousands):

Hotel Property Name	Location	Sale Date	Sale Price
The Heathman Hotel	Portland, OR	February 22, 2023	$	45,000
Retail at The Westin Michigan Avenue Chicago	Chicago, IL	March 17, 2023	27,300
Hotel Colonnade Coral Gables	Coral Gables, FL	March 28, 2023	63,000
Hotel Monaco Seattle	Seattle, WA	May 9, 2023	63,250
Hotel Vintage Seattle	Seattle, WA	May 24, 2023	33,700
Hotel Zoe Fisherman’s Wharf	San Francisco, CA	November 14, 2023	68,500
Marina City Retail at Hotel Chicago Downtown, Autograph Collection	Chicago, IL	December 21, 2023	30,000
2023 Total			$	330,750
The Marker San Francisco	San Francisco, CA	June 28, 2022	$	77,000
Sofitel Philadelphia at Rittenhouse Square	Philadelphia, PA	August 2, 2022	80,000
Hotel Spero	San Francisco, CA	August 25, 2022	71,000
Hotel Vintage Portland	Portland, OR	September 14, 2022	32,900
2022 Total			$	260,900

For the years ended December 31, 2023, 2022 and 2021, the accompanying consolidated statements of operations and comprehensive income included operating (loss) of $(0.8) million, $(3.9) million and $(33.2) million, respectively, excluding impairment loss and gain on sale of hotel properties related to the hotel properties sold and held for sale.

The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore, did not qualify as discontinued operations.

Held for Sale

As of December 31, 2023, no properties were designated as held for sale by the Company. As of December 31, 2022, the Company had entered into an agreement to sell The Heathman Hotel for approximately $45.0 million. This hotel was designated as held for sale as it met the held for sale criteria, and as a result, the Company recorded an impairment to reduce the carrying value of the property. In addition, the Company classified all of the assets and liabilities related to this hotel as assets and liabilities held for sale in the accompanying consolidated balance sheets and ceased depreciating the assets. As noted above, the Company completed the sale of The Heathman Hotel in February 2023.

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Investment in Hotel Properties

12 Months Ended

Dec. 31, 2023

Real Estate [Abstract]

Investment in Hotel Properties

Investment in Hotel Properties

Investment in hotel properties as of December 31, 2023 and 2022 consisted of the following (in thousands):

	December 31, 2023		December 31, 2022
Land	$	810,633	$	897,756
Buildings and improvements	5,005,894		5,170,976
Furniture, fixtures and equipment	511,451		504,518
Finance lease asset	91,181		91,181
Construction in progress	27,123		11,961
	$	6,446,282	$	6,676,392
Right-of-use asset, operating leases	360,761		370,383
Investment in hotel properties	$	6,807,043	$	7,046,775
Less: Accumulated depreciation	(1,316,267)		(1,171,899)
Investment in hotel properties, net	$	5,490,776	$	5,874,876

Hurricane Ian

On September 27, 2022, LaPlaya Beach Resort & Club ("LaPlaya") and Inn on Fifth, both located in Naples, Florida, and Southernmost Beach Resort, located in Key West, Florida, were impacted by the effects of Hurricane Ian. Inn on Fifth and Southernmost Beach Resort did not suffer significant damage or disruption. LaPlaya was closed in anticipation of the storm and required remediation and repairs from the damage and remained closed. In 2023, LaPlaya began to reopen in stages as the buildings and facilities were repaired. The Company expects LaPlaya's remediation and repair to be substantially completed in the first quarter of 2024.

The Company’s insurance policies provide coverage for property damage, business interruption and reimbursement for other costs that were incurred relating to damages sustained during Hurricane Ian and the Company has recorded a receivable for the expenditures to date which it anticipates to collect from the insurance providers in excess of the deductibles. For the years ended December 31, 2023 and 2022, the Company recognized an aggregate impairment loss of zero and $7.9 million, respectively, for the damage to LaPlaya and Southernmost Beach Resort. For the year ended December 31, 2023, the Company incurred $6.6 million of expenses related to payroll, repair and claims administration for which reimbursement from insurance policies is uncertain and therefore is included in other operating expenses in the Company's consolidated statements of operations and comprehensive income. Through December 31, 2023 and 2022, the Company has received a total of $84.3 million in preliminary advances from the insurance providers and continues to work with the insurance providers on the settlement of the property and business interruption claims.

Impairment

The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. The Company periodically adjusts its estimate of future operating cash flows and estimated hold periods for certain properties. As a result of its review, the Company may identify an impairment trigger has occurred and assess its investment in hotel properties for recoverability.

For the years ended December 31, 2023, 2022, and 2021, the Company recognized impairment losses of $81.8 million related to three hotels and one retail component of a hotel property, $81.7 million related to three hotels and $14.9 million related to one hotel, respectively, as a result of their fair values being lower than their carrying values. The impairment losses were determined using Level 2 inputs under authoritative guidance for fair value measurements using purchase and sale agreements and information from marketing efforts for these properties.

Right-of-use Assets and Lease Liabilities

The Company recognized right-of-use assets and related liabilities related to its ground leases, all of which are operating leases. When the rate implicit in the lease could not be determined, the Company used incremental borrowing rates, which ranged from 4.7% to 7.6%. In addition, the term used includes any options to exercise extensions when it is reasonably certain the Company will exercise such option. See Note 11. Commitments and Contingencies for additional information about the ground leases.

The right-of-use assets and liabilities are amortized to ground rent expense over the term of the underlying lease agreements. As of December 31, 2023, the Company's lease liabilities consisted of operating lease liabilities of $320.6 million and financing lease liabilities of $43.4 million. As of December 31, 2022, the Company's lease liabilities consisted of operating lease liabilities of $320.4 million and financing lease liabilities of $42.7 million. The financing lease liabilities are included in accounts payable, accrued expenses and other liabilities on the Company's accompanying consolidated balance sheets.

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Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

On October 13, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent and certain other agents and lenders (the "Credit Agreement"). The Credit Agreement provides for a $650.0 million senior unsecured revolving credit facility and three $460.0 million unsecured term loan facilities totaling $1.38 billion. The Company may request additional lender commitments to increase the aggregate borrowing capacity under the Credit Agreement up to an additional $970.0 million.

On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $356.7 million borrowed under Term Loan 2024 to January 2028. In connection with the extension, the Company also repaid $60.0 million of its outstanding Term Loan 2024 obligation with available cash. The remaining $43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity. On January 3, 2024, the Company also repaid $50.0 million of its outstanding Term Loan 2025 obligation with available cash.

The Company's debt consisted of the following as of December 31, 2023 and 2022 (dollars in thousands):

				Balance Outstanding as of
	Interest Rate at December 31, 2023		Maturity Date	December 31, 2023		December 31, 2022
Revolving credit facilities
Senior unsecured credit facility	-	(1)(2)	October 2026	$	—	$	—
PHL unsecured credit facility	-	(1)	October 2026	—		—
Revolving credit facilities				$	—	$	—
Unsecured term loans
Term Loan 2024	5.78%	(1)(5)	October 2024	460,000		460,000
Term Loan 2025	5.13%	(1)(6)	October 2025	460,000		460,000
Term Loan 2027	5.61%	(1)	October 2027	460,000		460,000
Term loan principal				$	1,380,000	$	1,380,000
Convertible senior notes principal	1.75%		December 2026	$	750,000	$	750,000
Senior unsecured notes
Series A Notes	-	(3)	December 2023	—		47,600
Series B Notes	4.93%		December 2025	2,400		2,400
Senior unsecured notes principal				$	2,400	$	50,000
Mortgage loans
Margaritaville Hollywood Beach Resort	7.04%	(4)	September 2026	140,000		161,500
Estancia La Jolla Hotel & Spa	5.07%		September 2028	57,497		59,485
Mortgage loans principal				$	197,497	$	220,985
Total debt principal				$	2,329,897	$	2,400,985
Unamortized debt premiums, discount and deferred financing costs, net				(10,096)		(13,692)
Debt, Net				$	2,319,801	$	2,387,293

______________________

(1)    Borrowings bear interest at floating rates. Interest rate at December 31, 2023 gives effect to interest rate hedges.

(2)    The Company has the option to extend the maturity date for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

(3)    The Company paid off the Series A Notes using available cash.

(4)    This loan was refinanced during the third quarter of 2023 and now bears interest at a floating rate equal to daily SOFR plus of 3.75%. The interest rate at December 31, 2023 gives effect to an interest rate swap. The Company has the option to extend the maturity date for up to two one-year periods, pursuant to certain terms and conditions and payment of an extension fee.

(5)    On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $356.7 million borrowed under Term Loan 2024 to January 2028. In connection with the extension, the Company also repaid $60.0 million of its outstanding Term Loan 2024 obligation with available cash. The remaining $43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity.

(6)    On January 3, 2024, the Company repaid $50.0 million of its outstanding Term Loan 2025 obligation with available cash.

Unsecured Revolving Credit Facilities

The $650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures in October 2026 and provides for two six-month extension options, subject to certain terms and conditions and payment of an extension fee. All borrowings under the $650.0 million senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus 0.10% (the “SOFR Adjustment”) plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. The margins for revolving credit facility loans range in amount from 1.45% to 2.50% for SOFR-based loans and 0.45% to 1.50% for Base Rate-based loans, depending on the Company’s leverage ratio. As of December 31, 2023, the Company had no outstanding borrowings, $13.6 million of outstanding letters of credit and a borrowing capacity of $636.4 million remaining on its senior unsecured revolving credit facility. The Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a maximum percentage of secured debt to total asset value.

Under the terms of the Credit Agreement, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the senior unsecured revolving facility. The Company pays a fee for outstanding standby letters of credit at a rate per annum equal to the applicable margin based upon the Company's leverage ratio. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $13.6 million and $12.6 million were outstanding as of December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company also has a $20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. On October 13, 2022, PHL amended and restated the agreement governing the PHL Credit Facility to extend the maturity to October 2026. The PHL Credit Facility has substantially similar terms as the Company's senior unsecured revolving credit facility. Borrowings on the PHL Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility. As of December 31, 2023, the Company had no borrowings under the PHL Credit Facility and had $20.0 million borrowing capacity remaining available under the PHL Credit Facility.

As of December 31, 2023, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.

Unsecured Term Loan Facilities

The three $460.0 million term loans provided for in the Credit Agreement mature in October 2024, October 2025 and October 2027, respectively as of December 31, 2023. After adjusting for the aforementioned January 3, 2024 term loan amendment and repayments, the term loans will mature as follows: $43.3 million in October 2024 (Term Loan 2024), $410.0 million in October 2025 (Term Loan 2025), $460.0 million in October 2027 (Term Loan 2027) and $356.7 million in January 2028 (Term Loan 2024). The term loans bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company’s leverage ratio. The margins for term loans range in amount from 1.40% to 2.45% for SOFR-based loans and 0.40% to 1.45% for Base Rate-based loans, depending on the Company's leverage ratio. The term loans are subject to the debt covenants in the Credit Agreement. As of December 31, 2023, the Company was in compliance with all debt covenants of its term loans.

The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities for further discussion on the interest rate swaps.

Convertible Senior Notes

In December 2020, the Company issued $500.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes"). The net proceeds from this offering of the Convertible Notes were approximately $487.3 million after deducting the underwriting fees and other expenses paid by the Company.

In February 2021, the Company issued an additional $250.0 million aggregate principal amount of Convertible Notes. These additional Convertible Notes were sold at a 5.5% premium to par and generated net proceeds of approximately $257.2 million after deducting the underwriting fees and other expenses paid by the Company of $6.5 million, which was offset by a premium received in the amount of $13.8 million.

The Convertible Notes are governed by an indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021. The Convertible Notes will mature on December 15, 2026.

The Company separated the Convertible Notes issued in December 2020 into liability and equity components. The initial carrying amount of the liability component was $386.1 million and was calculated using a discount rate of 6.25%. The discount rate was based on the terms of debt instruments that were similar to the Convertible Notes. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of the Convertible Notes, or $113.9 million. The amount recorded in equity was not subject to remeasurement or amortization. The $113.9 million also represented the initial discount recorded on the Convertible Notes. As a result of the Company's early adoption of ASU 2020-06 on January 1, 2021, the Convertible Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with the amortization of the debt discount.

Prior to June 15, 2026, the Convertible Notes will be convertible upon certain circumstances. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest (“common shares”) at the applicable conversion rate at any time at their election two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. As of December 31, 2023 and 2022, the if-converted value of the Convertible Notes did not exceed the principal amount.

The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes may be increased.

In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial institutions. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the Capped Call Transactions is $33.0225 per share.

Senior Unsecured Notes

The Company has $2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). The debt covenants of the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of December 31, 2023, the Company was in compliance with all such debt covenants.

Mortgage Loans

On September 23, 2021, the Company assumed a $161.5 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort ("Margaritaville"). During the third quarter of 2023, the Company paid down $21.5 million of this loan and refinanced the remaining $140.0 million balance. The new loan requires interest-only payments based on a floating rate equal to daily SOFR plus a spread of 3.75%. This loan matures on September 7, 2026 and may be extended for up to two one-year periods, subject to certain terms and conditions and payment of extension fees.

On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07%. The loan matures on September 1, 2028.

The Company's mortgage loans associated with Margaritaville and Estancia are non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loans contain customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our lender. These properties are not in a cash trap and no event of default has occurred under the loan documents.

Interest Expense

The components of the Company's interest expense consisted of the following for the years ended December 31, 2023, 2022, and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
Unsecured revolving credit facilities	$	2,074	$	2,531	$	2,092
Unsecured term loan facilities	73,151		52,355		61,529
Convertible senior notes	13,125		13,125		12,662
Senior unsecured notes	2,169		2,525		3,562
Mortgage debt	14,704		9,788		1,375
Amortization of deferred financing fees, (premiums) and discounts	8,104		16,465		9,741
Other	2,333		3,199		5,672
Total interest expense	$	115,660	$	99,988	$	96,633

Fair Value

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of December 31, 2023 and 2022 was $686.3 million and $700.5 million, respectively.

Future Minimum Principal Payments

As of December 31, 2023, the future minimum principal payments for the Company's debt, assuming all extension options available in the Company's debt agreements are exercised, are as follows (in thousands):

2024	$	461,910
2025	464,592
2026	752,308
2027	462,429
2028	188,658
Total debt principle payments	$	2,329,897
Deferred financing costs, net	(10,096)
Total debt	$	2,319,801

Derivative and Hedging Activities

The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company's interest rate swaps at December 31, 2023 and 2022 consisted of the following, by maturity date (dollars in thousands):

			Aggregate Notional Value as of
Hedge Type	Interest Rate Range (SOFR)(1)	Maturity	December 31, 2023		December 31, 2022
Swap-cash flow	0.05% - 0.07%	January 2023	$	—	$	200,000
Swap-cash flow	1.84% - 1.87%	November 2023	—		250,000
Swap-cash flow	2.47% - 2.50%	January 2024	300,000		300,000
Swap-cash flow	3.22% - 3.25%	October 2025	200,000		—
Swap-cash flow	1.33% - 1.36%	February 2026	290,000		290,000
Swap-cash flow	3.02% - 3.03%	October 2026	200,000		—
Swap-cash flow	3.29%	October 2027	165,000		—
Total			$	1,155,000	$	1,040,000

The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps and caps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.

As of December 31, 2023, the Company's derivative instruments were in an asset position with an aggregate fair value of $24.5 million. None of the Company's derivative instruments was in a liability position as of December 31, 2023. Derivative assets are included in prepaid expenses and other assets and derivative liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company expects approximately $18.2 million will be reclassified from accumulated other comprehensive income (loss) to interest expense within the next 12 months.

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Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
San Diego, CA	$	307,003	$	303,701	$	165,977
Boston, MA	265,964		243,861		124,440
Southern Florida/Georgia	229,851		271,167		166,310
Los Angeles, CA	187,997		168,310		94,275
San Francisco, CA	145,137		116,022		43,601
Portland, OR	78,948		87,625		53,978
Chicago, IL	75,142		68,402		27,279
Washington, D.C.	68,567		51,937		20,630
Seattle, WA	5,551		17,795		7,946
Other(1)	55,789		63,071		28,608
	$	1,419,949	$	1,391,891	$	733,044

______________________

(1)     Other includes: New York, NY, Philadelphia, PA, Newport, RI and Santa Cruz, CA.

Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months.

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Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees.

Common Share Repurchase Programs

On February 22, 2016, the Company's Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement. During the year ended December 31, 2022, the Company repurchased $56.6 million of common shares under this program, and as of December 31, 2022, no common shares remained available for repurchase under this program.

On July 27, 2017, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of common shares. Under this program, the Company could repurchase common shares from time to time in transactions on the open market or by private agreement. During the year ended December 31, 2023, the Company repurchased $87.0 million of common shares under this program, and as of December 31, 2023, no common shares remained available for repurchase under this program.

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Common shares repurchased by the Company cease to be outstanding and become authorized but unissued common shares. During the year ended December 31, 2023, the Company repurchased $4.0 million of common shares under this program, and as of December 31, 2023, $146.0 million of common shares remained available for repurchase under this program.

During the year ended December 31, 2023, the Company repurchased 6,498,901 common shares under the 2017 and 2023 repurchase programs, for an aggregate purchase price of $91.0 million, or an average of approximately $14.01 per share.

ATM Program

On April 29, 2021, the Company filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). On February 21, 2023, the ATM program expired. No common shares were issued or sold under the ATM program.

Common Dividends

The Company declared the following dividends on common shares/units for the year ended December 31, 2023:

Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
$	0.01	March 31, 2023	March 31, 2023	April 17, 2023
$	0.01	June 30, 2023	June 30, 2023	July 17, 2023
$	0.01	September 30, 2023	September 29, 2023	October 16, 2023
$	0.01	December 31, 2023	December 29, 2023	January 16, 2024

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“preferred shares”).

In May 2021, the Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $222.6 million. In July 2021, the Company issued 10,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $242.1 million.

In August 2021, the Company redeemed all outstanding shares of 6.50% Series C Cumulative Redeemable Preferred Shares and 6.375% Series D Cumulative Redeemable Preferred Shares at the redemption amount of $25.00 per share plus accrued and unpaid dividends of $0.17 and $0.16 per share, respectively.

On December 27, 2022, the Company repurchased 1,000,000 5.70% Series H Cumulative Redeemable Preferred Shares at a privately negotiated price of $16.00 per share. The difference between the carrying amount of the repurchased shares, net of issuance costs, and the consideration paid to repurchase the shares is considered a return from preferred shareholders of $8.2 million and recorded as an adjustment to net income (loss) attributable to common shareholders on the Company's basic and diluted earnings per share.

The following Preferred Shares were outstanding as of December 31, 2023 and 2022:

Security Type	December 31, 2023	December 31, 2022
6.375% Series E	4,400,000	4,400,000
6.30% Series F	6,000,000	6,000,000
6.375% Series G	9,200,000	9,200,000
5.70% Series H	8,000,000	9,000,000
	27,600,000	28,600,000

The Series E, Series F, Series G and Series H Cumulative Redeemable Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares do not have any maturity date and are not subject to mandatory redemption. The Company may redeem the Series E and Series F Preferred Shares at any time. The Series G and Series H Preferred Shares may not be redeemed prior to May 13, 2026 and July 27, 2026, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after such dates, the Company may, at its option, redeem the Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE American or Nasdaq, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, on each Series G Preferred Share is 2.1231 common shares, and on each Series H Preferred Share is 2.2311 common shares.

Preferred Share Repurchase Program

On February 17, 2023, the Company's Board of Trustees authorized a share repurchase program of up to $100.0 million of the Preferred Shares. Under the terms of the program, the Company may repurchase up to an aggregate of $100.0 million of our 6.375% Series E Cumulative Redeemable Preferred Shares, 6.30% Series F Cumulative Redeemable Preferred Shares, 6.375% Series G Cumulative Redeemable Preferred Shares and 5.70% Series H Cumulative Redeemable Preferred Shares from time to time in transactions on the open market or by private agreement. As of December 31, 2023, $84.2 million of preferred shares remained available for repurchase under this program.

During the year ended December 31, 2023, the Company repurchased 1,000,000 of Series H Preferred Shares under this repurchase program, for an aggregate purchase price of $15.8 million, or an average of approximately $15.79 per share.

The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require the Company to repurchase any specific number of Preferred Shares. The program does not have an expiration date and may be suspended, modified or discontinued at any time.

Preferred Dividends

The Company declared the following dividends on preferred shares for the year ended December 31, 2023:

Security Type	Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
6.375% Series E	$	0.40	March 31, 2023	March 31, 2023	April 17, 2023
6.375% Series E	$	0.40	June 30, 2023	June 30, 2023	July 17, 2023
6.375% Series E	$	0.40	September 30, 2023	September 29, 2023	October 16, 2023
6.375% Series E	$	0.40	December 31, 2023	December 29, 2023	January 16, 2024
6.30% Series F	$	0.39	March 31, 2023	March 31, 2023	April 17, 2023
6.30% Series F	$	0.39	June 30, 2023	June 30, 2023	July 17, 2023
6.30% Series F	$	0.39	September 30, 2023	September 29, 2023	October 16, 2023
6.30% Series F	$	0.39	December 31, 2023	December 29, 2023	January 16, 2024
6.375% Series G	$	0.40	March 31, 2023	March 31, 2023	April 17, 2023
6.375% Series G	$	0.40	June 30, 2023	June 30, 2023	July 17, 2023
6.375% Series G	$	0.40	September 30, 2023	September 29, 2023	October 16, 2023
6.375% Series G	$	0.40	December 31, 2023	December 29, 2023	January 16, 2024
5.70% Series H	$	0.36	March 31, 2023	March 31, 2023	April 17, 2023
5.70% Series H	$	0.36	June 30, 2023	June 30, 2023	July 17, 2023
5.70% Series H	$	0.36	September 30, 2023	September 29, 2023	October 16, 2023
5.70% Series H	$	0.36	December 31, 2023	December 29, 2023	January 16, 2024

Non-controlling Interest of Common Units in Operating Partnership

Holders of Operating Partnership units ("OP units") have certain redemption rights that enable OP unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.

On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership. In December 2023, these OP units were redeemed for common shares in accordance with the redemption rights described above.

On May 11, 2022, in connection with the acquisition of Inn on Fifth in Naples, Florida, the Company issued 16,291 OP units in the Operating Partnership.

As of December 31, 2023 and 2022, the Operating Partnership had 16,291 and 149,896 OP units, respectively, held by third parties, excluding LTIP units.

As of December 31, 2023, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP units"), LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 18, 2021, the Board of Trustees granted 600,097 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2023, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $22.69 per unit, with an aggregate grant date fair value of $13.6 million.

On February 17, 2023, the Board of Trustees granted 131,276 LTIP Class B units to its executive officers. These LTIP units will vest ratably on January 1, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $15.04 per unit with an aggregate grant date fair value of $2.0 million.

As of December 31, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested. As of December 31, 2022, the Operating Partnership had 727,208 LTIP units outstanding, of which 127,111 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described above.

Non-controlling Interest of Preferred Units in Operating Partnership

On May 11, 2022, in connection with the acquisition of Inn on Fifth, the Company issued 3,104,400 preferred units in the Operating Partnership, designated as 6.0% Series Z Cumulative Perpetual Preferred Units ("Series Z Preferred Units"). The Series Z Preferred Units rank senior to OP units and on parity with the Operating Partnership's Series E, Series F, Series G and Series H Preferred Units. Holders of Series Z Preferred Units are entitled to receive quarterly distributions at an annual rate of 6.0% of the liquidation preference value of $25.00 per share.

At any time, holders of Series Z Preferred Units may elect to convert some or all of their units into any other series of the Operating Partnership’s preferred units outstanding at that time. After the second anniversary of the issuance of the Series Z Preferred Units, holders may elect to redeem some or all of their units for, at the Company’s election, cash, common shares having an equivalent value or preferred shares on a one-for-one basis. After the fifth anniversary of their issuance, the Company may redeem the Series Z Preferred Units for cash, common shares having an equivalent value or preferred shares on a one-for-one basis. At any time following a change of control of the Company, holders of Series Z Preferred Units may elect to redeem some or all of their units for, at the Company’s election, cash or common shares having an equivalent value.

As of December 31, 2023, the Operating Partnership had 3,104,400 Series Z Preferred Units outstanding.

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Share-Based Compensation Plan

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Plan

Share-Based Compensation Plan

Available Shares

The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three to five years. The Company pays or accrues for dividends on share-based awards. All outstanding share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements.

As of December 31, 2023, there were 1,499,388 common shares available for issuance under the Plan.

Service Condition Share Awards

From time to time, the Company awards restricted common shares under the Plan to members of the Board of Trustees, officers and employees. These shares generally vest over three to five years based on continued service or employment.

The following table provides a summary of service condition restricted share activity for the years ended December 31, 2023, 2022 and 2021:

	Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2021	242,727	$	24.94
Granted	415,531	$	22.69
Vested	(81,591)	$	30.41
Forfeited	(9,236)	$	23.37
Unvested at December 31, 2021	567,431	$	22.53
Granted	143,795	$	21.72
Vested	(107,303)	$	26.23
Forfeited	(36,606)	$	22.80
Unvested at December 31, 2022	567,317	$	21.60
Granted	113,084	$	15.04
Vested	(183,721)	$	23.14
Forfeited	(53,131)	$	16.72
Unvested at December 31, 2023	443,549	$	19.88

The fair value of each of these service condition restricted share awards is determined based on the closing price of the Company’s common shares on the grant date and compensation expense is recognized on a straight-line basis over the vesting period.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $3.5 million, $3.8 million and $4.1 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income. As of December 31, 2023, there was $4.6 million of total unrecognized share-based compensation expense related to unvested restricted shares. The unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.8 years.

Performance-Based Equity Awards

On February 14, 2018, the Board of Trustees approved a target award of 78,918 performance-based equity awards to officers and employees of the Company. In January 2021, none of these awards vested and the Company issued no common shares to officers or employees. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2018 through December 31, 2020.

On February 13, 2019, the Board of Trustees approved a target award of 126,891 performance-based equity awards to officers and employees of the Company. In January 2022, none of these awards vested and the Company issued no common shares to officers or employees. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2019 through December 31, 2021.

On February 12, 2020, the Board of Trustees approved a target award of 161,777 performance-based equity awards to officers and employees of the Company. In January 2023, these awards vested and the Company issued 51,686 common shares to officers and employees. The actual number of common shares that vested was based on the two performance criteria defined in the award agreements for the period of performance from January 1, 2020 through December 31, 2022.

On February 18, 2021, the Board of Trustees approved a target award of 189,348 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2024. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2024 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2021 through December 31, 2023.

On May 16, 2022, the Board of Trustees approved a target award of 175,898 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2025. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2025 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2022 through December 31, 2024.

On February 17, 2023, the Board of Trustees approved a target award of 314,235 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2026. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2026 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2023 through December 31, 2025.

The grant date fair value of the performance awards, with market conditions, were determined using a Monte Carlo simulation method with the following assumptions (dollars in millions):

Performance Award Grant Date		Percentage of Total Award	Grant Date Fair Value by Component	Volatility	Interest Rate	Dividend Yield
February 14, 2018
	Relative and Absolute Total Shareholder Return	65.00% / 35.00%	$3.5	28.00%	2.37%	4.70%
February 13, 2019
	Relative and Absolute Total Shareholder Return	65.00% / 35.00%	$4.5	26.00%	2.52%	4.20%
February 12, 2020
	Relative Total Shareholder Return	100.00%	$4.9	23.40%	1.41%	—%
February 18, 2021
	Relative Total Shareholder Return	100.00%	$6.0	56.00%	0.19%	—%
May 16, 2022
	Relative Total Shareholder Return	100.00%	$5.3	58.70%	2.72%	—%
February 17, 2023
	Relative and Absolute Total Shareholder Return	70.00% / 30.00%	$6.0	61.60%	4.31%	—%

In the table above, the Relative Total Shareholder Return and Absolute Total Shareholder Return components are market conditions as defined by ASC 718.

Dividends on unvested performance-based equity awards accrue over the vesting period and will be paid on the actual number of shares that vest at the end of the applicable period. The Company recognizes compensation expense on a straight-line basis through the vesting date.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $5.6 million, $4.8 million and $4.9 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income. As of December 31, 2023, there was approximately $6.1 million of unrecognized compensation expense related to these performance-based equity awards which will be recognized over the weighted-average remaining vesting period of 1.7 years.

Long-Term Incentive Partnership Units

LTIP units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP units are a class of partnership unit in the Operating Partnership and receive, whether vested or not, the same per-unit profit distributions as the other outstanding units in the Operating Partnership, which equal per-share distributions on common shares. LTIP units are allocated their pro-rata share of the Company's net income (loss). Vested LTIP units may be converted by the holder, at any time, into an equal number of common Operating Partnership units and thereafter will possess all of the rights and interests of a common Operating Partnership unit, including the right to redeem the common Operating Partnership unit for a common share in the Company or cash, at the option of the Operating Partnership.

As of December 31, 2023, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company.

On February 18, 2021, the Board of Trustees granted 600,097 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2023, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $22.69 per unit, with an aggregate grant date fair value of $13.6 million.

On February 17, 2023, the Board of Trustees granted 131,276 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2024, 2025 and 2026, contingent upon continued employment with the Company. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $15.04 per unit, with an aggregate grant date fair value of $2.0 million.

As of December 31, 2023, the Operating Partnership had 858,484 LTIP units outstanding, of which 277,136 LTIP units have vested. As of December 31, 2022, the Operating Partnership had 727,208 LTIP units outstanding, of which 127,111 LTIP units have vested. Only vested LTIP units may be converted to OP units, which in turn can be tendered for redemption as described in Note 7. Equity.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized approximately $3.4 million, $2.8 million and $2.4 million, respectively, in expense related to these LTIP units. As of December 31, 2023, there was $7.0 million of unrecognized share-based compensation expense related to LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets.

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Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. It is the Company's current intention to adhere to these requirements and maintain the Company's qualification for taxation as a REIT. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. However, as a REIT, the Company is still subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, taxable income of TRSs, including our TRS lessees, are subject to federal, state and local income taxes.

For federal income tax purposes, the cash distributions paid to the Company’s common shareholders and preferred shareholders may be characterized as ordinary income, return of capital (generally non-taxable) or capital gains. Tax law permits certain characterization of distributions which could result in differences between cash basis and tax basis distribution amounts.

The following characterizes distributions paid per common share and preferred share on a tax basis for the years ended December 31, 2023, 2022 and 2021:

	2023				2022				2021
	Amount		%		Amount		%		Amount		%
Common Shares:
Ordinary non-qualified income	$	0.0400	100.00	%	$	0.0419	83.80	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.0081		16.20	%	0.0128		32.00	%
Return of capital	—		—	%	—		—	%	0.0272		68.00	%
Total	$	0.0400	100.00	%	$	0.0500	100.00	%	$	0.0400	100.00	%
Series C Preferred Shares:
Ordinary non-qualified income	$	—	—	%	$	—	—	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	—		—	%	0.1725		12.45	%
Return of capital	—		—	%	—		—	%	1.2133		87.55	%
Total	$	—	—	%	$	—	—	%	$	1.3858	100.00	%
Series D Preferred Shares:
Ordinary non-qualified income	$	—	—	%	$	—	—	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	—		—	%	0.1692		12.49	%
Return of capital	—		—	%	—		—	%	1.1855		87.51	%
Total	$	—	—	%	$	—	—	%	$	1.3547	100.00	%
Series E Preferred Shares:
Ordinary non-qualified income	$	1.5938	100.00	%	$	1.6684	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3238		16.25	%	0.5118		32.11	%
Return of capital	—		—	%	—		—	%	1.0819		67.89	%
Total	$	1.5938	100.00	%	$	1.9922	100.00	%	$	1.5937	100.00	%
Series F Preferred Shares:
Ordinary non-qualified income	$	1.5750	100.00	%	$	1.6488	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3200		16.25	%	0.5058		32.11	%
Return of capital	—		—	%	—		—	%	1.0692		67.89	%
Total	$	1.5750	100.00	%	$	1.9688	100.00	%	$	1.5750	100.00	%
Series G Preferred Shares:
Ordinary non-qualified income	$	1.5938	100.00	%	$	1.6684	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3238		16.25	%	0.5787		86.00	%
Return of capital	—		—	%	—		—	%	0.0942		14.00	%
Total	$	1.5938	100.00	%	$	1.9922	100.00	%	$	0.6729	100.00	%
Series H Preferred Shares:
Ordinary non-qualified income	$	1.4250	100.00	%	$	1.4917	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.2895		16.25	%	0.2655		86.01	%
Return of capital	—		—	%	—		—	%	0.0432		13.99	%
Total	$	1.4250	100.00	%	$	1.7812	100.00	%	$	0.3087	100.00	%

Of the common distribution declared on December 15, 2020 and paid on January 15, 2021, $0.0100 was treated as a 2021 distribution for tax purposes. The preferred share distributions declared on December 15, 2020 and paid on January 15, 2021 were treated as 2021 distributions for tax purposes.

The common and preferred distributions declared on December 15, 2021 and paid on January 18, 2022 were treated as 2022 distributions for tax purposes.

The common and preferred distributions declared on December 15, 2022 and paid on January 17, 2023 were treated as 2022 distributions for tax purposes.

The common and preferred distributions declared on December 15, 2023 and paid on January 16, 2024 will be treated as 2023 distributions for tax purposes.

The Company's provision (benefit) for income taxes consists of the following (in thousands):

	For the year ended December 31,
	2023		2022		2021
Federal
Current	$	237	$	253	$	—
Deferred	—		—		—
State and local
Current	418		24		61
Deferred	—		—		—
Income tax expense (benefit)	$	655	$	277	$	61

A reconciliation of the statutory federal tax expense (benefit) to the Company's income tax expense (benefit) is as follows (in thousands):

	For the year ended December 31,
	2023		2022		2021
Statutory federal tax expense (benefit)	$	16,808	$	17,906	$	(38,251)
State income tax expense (benefit), net of federal tax expense (benefit)	409		4		(6,990)
REIT income not subject to tax	(16,536)		(17,402)		22,235
Change in valuation allowance	973		(495)		23,077
Other	(999)		264		(10)
Income tax expense (benefit), net	$	655	$	277	$	61

The Company has provided a valuation allowance against its federal and state deferred tax asset at December 31, 2023 and 2022 due to the uncertainty of realizing the loss in future years. As of December 31, 2023, the Company had a receivable of $0.8 million representing the portion of taxable losses that were carried back to prior years in which the Company had taxable income.

The significant components of the Company's deferred tax assets as of December 31, 2023 and 2022 consisted of the following (in thousands):

	December 31, 2023		December 31, 2022
Deferred Tax Assets:
Net operating loss carryover	$	39,385	$	38,822
State taxes and other	5,596		3,071
Depreciation	99		193
Total deferred tax asset before valuation allowance	$	45,080	$	42,086
Valuation allowance	(45,080)		(42,086)
Deferred tax asset net of valuation allowance	$	—	$	—

As of December 31, 2023 and 2022, the Company had no material unrecognized tax benefits. As a policy, the Company recognizes penalties and interest accrued related to unrecognized tax benefits as a component of income tax expense, however, there are currently no such accruals. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of December 31, 2023 and 2022, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2020 and 2019, respectively.

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Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data):

	For the year ended December 31,
	2023		2022		2021
Numerator:
Net income (loss) attributable to common shareholders	$	(113,270)	$	(124,059)	$	(235,018)
Less: dividends paid on unvested share-based compensation	(41)		(45)		(47)
Net income (loss) available to common shareholders — basic and diluted	$	(113,311)	$	(124,104)	$	(235,065)
Denominator:
Weighted-average number of common shares — basic and diluted	121,813,042		130,453,944		130,804,354
Net income (loss) per share available to common shareholders — basic	$	(0.93)	$	(0.95)	$	(1.80)
Net income (loss) per share available to common shareholders — diluted	$	(0.93)	$	(0.95)	$	(1.80)

For the years ended December 31, 2023, 2022 and 2021, 1,108,816, 1,079,474 and 1,033,747, respectively, of unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. For the years ended December 31, 2023, 2022 and 2021, 29,441,175, 29,441,175 and 29,441,175, respectively, of common shares underlying the Convertible Notes have been excluded from diluted shares as their effect would have been anti-dilutive.

The LTIP and OP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Hotel Management Agreements

The Company’s hotel properties are operated pursuant to management agreements with various management companies. The remaining terms of these management agreements are up to 10 years, not including renewals, and up to 29 years, including renewals. The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to three times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement.

The management agreements require the payment of a base management fee generally between 1% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

For the years ended December 31, 2023, 2022 and 2021, combined base and incentive management fees were $39.3 million, $39.6 million and $18.4 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income.

Reserve Funds

Certain of the Company’s agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.

Restricted Cash

At December 31, 2023 and 2022, the Company had $9.9 million and $11.2 million, respectively, in restricted cash, which consisted of funds held in cash management accounts held by a lender, reserves for replacement of furniture and fixtures, and reserves to pay for real estate taxes, ground rent or property insurance under certain hotel management agreements or loan agreements.

Hotel, Ground and Finance Leases

As of December 31, 2023, the following hotels were subject to leases as follows:

Lease Properties	Lease Type	Lease Expiration Date
Restaurant at Southernmost Beach Resort	Operating lease	April 2029
Paradise Point Resort & Spa	Operating lease	May 2050
Hotel Monaco Washington DC	Operating lease	November 2059
Argonaut Hotel	Operating lease	December 2059
Hotel Zephyr Fisherman's Wharf	Operating lease	February 2062
Viceroy Santa Monica Hotel	Operating lease	September 2065
Estancia La Jolla Hotel & Spa	Operating lease	January 2066
San Diego Mission Bay Resort	Operating lease	July 2068
1 Hotel San Francisco	Operating lease	March 2070	(1)
Hyatt Regency Boston Harbor	Operating lease	April 2077
The Westin Copley Place, Boston	Operating lease	December 2077	(2)
The Liberty, a Luxury Collection Hotel, Boston	Operating lease	May 2080
Jekyll Island Club Resort and Restaurant	Operating lease	January 2089
Hotel Zelos San Francisco	Operating lease	June 2097
Hotel Palomar Los Angeles Beverly Hills	Operating lease	January 2107	(3)
Margaritaville Hollywood Beach Resort	Operating lease	July 2112
Hotel Zeppelin San Francisco	Operating and finance lease	June 2089	(4)
Harbor Court Hotel San Francisco	Finance lease	August 2052

______________________

(1)     The expiration date assumes the exercise of a 14-year extension option.

(2)     No payments are required through maturity.

(3)     The expiration date assumes the exercise of all 19 five-year extension options.

(4)     The expiration date assumes the exercise of a 30-year extension option.

The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks.

The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income.

The components of ground rent expense for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):

	For the year ended December 31,
	2023		2022		2021
Fixed ground rent	$	19,133	$	18,538	$	16,825
Variable ground rent	20,252		18,931		9,616
Total ground rent	$	39,385	$	37,469	$	26,441

Future maturities of lease liabilities for the Company's operating leases at December 31, 2023 were as follows (in thousands):

2024	$	20,606
2025	20,735
2026	21,031
2027	20,983
2028	21,077
Thereafter	1,563,613
Total lease payments	$	1,668,045
Less: Imputed interest	(1,347,428)
Present value of lease liabilities	$	320,617

Litigation

The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.

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Supplemental Information to Statements of Cash Flows

12 Months Ended

Dec. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Information to Statements of Cash Flows

Supplemental Information to Statements of Cash Flows

	(in thousands)
	For the year ended December 31,
	2023		2022		2021
Interest paid, net of capitalized interest	$	105,519	$	82,851	$	84,453
Interest capitalized	$	1,825	$	1,434	$	1,391
Income taxes paid (refunded)	$	(2,549)	$	(2,303)	$	(258)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	$	—	$	—	$	113,099
Distributions payable on common shares/units	$	1,261	$	1,316	$	1,537
Distributions payable on preferred shares/units	$	10,601	$	10,902	$	10,219
Issuance of common shares for Board of Trustees compensation	$	754	$	738	$	516
Issuance of common shares for executive and employee bonuses	$	—	$	—	$	1,446
Issuance of common shares for OP units redemption	$	3,515	$	—	$	—
Issuance of common units in connection with hotel acquisition	$	—	$	390	$	—
Issuance of preferred units in connection with hotel acquisition	$	—	$	77,610	$	—
Change in accrued additions and improvements to hotel properties	$	65	$	(2,759)	$	3,110
Right of use assets obtained in exchange for lease liabilities	$	—	$	1,005	$	65,599
Write-off of fully depreciated building, furniture, fixtures and equipment	$	7,267	$	72,532	$	—
Write-off of fully amortized deferred financing costs	$	1,199	$	19,595	$	6,574
Mortgage loans assumed in connection with acquisition of hotel properties	$	—	$	—	$	223,177
Below (above) market contracts assumed in connection with acquisition of hotel properties	$	—	$	—	$	3,071

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Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

The Company repurchased an aggregate of 318,269 of its common shares at an average price of $15.71 per share subsequent to December 31, 2023.

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Schedule III - Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III, Real Estate and Accumulated Depreciation

Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation
As of December 31, 2023
(in thousands)
			Initial Costs								Gross Amount at End of Year
Description	Encumbrances		Land		Building and Improvements		Furniture, Fixtures and Equipment		Cost Capitalized Subsequent to Acquisition (1)		Land		Building and Improvements		Furniture, Fixtures and Equipment		Total		Accumulated Depreciation		Net Book Value		Year of Original Construction	Date of Acquisition	Depreciation Life
Hotel Monaco Washington DC	$	—	$	—	$	60,630	$	2,441	$	23,928	$	—	$	79,533	$	7,466	$	86,999	$	35,732	$	51,267	1839	9/9/2010	3-40 years
Skamania Lodge	—		7,130		44,987		3,523		46,549		11,671		79,854		10,664		102,189		32,415		69,774		1993	11/3/2010	3-40 years
Le Meridien Delfina Santa Monica	—		18,784		81,580		2,295		16,158		18,783		95,751		4,283		118,817		37,539		81,278		1972	11/19/2010	3-40 years
Argonaut Hotel	—		—		79,492		4,247		2,933		—		84,106		2,566		86,672		30,618		56,054		1907	2/16/2011	3-40 years
The Westin San Diego Gaslamp Quarter	—		25,537		86,089		6,850		33,554		25,537		117,161		9,332		152,030		46,902		105,128		1987	4/6/2011	1-40 years
Mondrian Los Angeles	—		20,306		110,283		6,091		25,797		20,306		130,134		12,037		162,477		53,163		109,314		1959	5/3/2011	3-40 years
W Boston	—		19,453		63,893		5,887		20,188		19,453		79,243		10,725		109,421		33,881		75,540		2009	6/8/2011	2-40 years
Hotel Zetta San Francisco	—		7,294		22,166		290		18,153		7,294		35,507		5,102		47,903		16,700		31,203		1913	4/4/2012	3-40 years
W Los Angeles - West Beverly Hills	—		24,403		93,203		3,600		33,122		24,403		119,507		10,418		154,328		49,034		105,294		1969	8/23/2012	3-40 years
Hotel Zelos San Francisco	—		—		63,430		3,780		13,834		—		74,993		6,051		81,044		28,290		52,754		1907	10/25/2012	3-40 years
Embassy Suites San Diego Bay - Downtown	—		20,103		90,162		6,881		30,249		20,103		118,380		8,912		147,395		43,671		103,724		1988	1/29/2013	3-40 years
The Hotel Zags	—		8,215		37,874		1,500		(1,876)		5,197		37,029		3,487		45,713		15,582		30,131		1962	8/28/2013	3-40 years
Hotel Zephyr Fisherman's Wharf	—		—		116,445		3,550		42,113		—		153,970		8,138		162,108		55,992		106,116		1964	12/9/2013	3-40 years
Hotel Zeppelin San Francisco	—		12,561		43,665		1,094		37,769		12,561		76,277		6,251		95,089		32,671		62,418		1913	5/22/2014	1-45 years
The Nines, a Luxury Collection Hotel, Portland	—		18,493		92,339		8,757		17,456		18,493		101,482		17,070		137,045		39,787		97,258		1909	7/17/2014	3-40 years
Hotel Palomar Los Angeles Beverly Hills	—		—		90,675		1,500		15,243		—		100,806		6,612		107,418		31,210		76,208		1972	11/20/2014	3-40 years
Revere Hotel Boston Common	—		41,857		207,817		10,596		(38,621)		17,367		185,057		19,225		221,649		66,793		154,856		1972	12/18/2014	3-40 years
LaPlaya Beach Resort & Club	—		112,575		82,117		6,733		42,732		112,929		121,535		9,693		244,157		32,641		211,516		1968	5/21/2015	3-40 years
1 Hotel San Francisco	—		—		105,693		3,896		38,786		—		133,840		14,535		148,375		27,391		120,984		2005	11/30/2018	3-40 years
Chaminade Resort & Spa	—		22,590		37,114		6,009		18,037		22,638		52,055		9,057		83,750		16,174		67,576		1985	11/30/2018	3-40 years

Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation
As of December 31, 2023
(in thousands)
		Initial Costs				Gross Amount at End of Year
Description	Encumbrances	Land	Building and Improvements	Furniture, Fixtures and Equipment	Cost Capitalized Subsequent to Acquisition (1)	Land	Building and Improvements	Furniture, Fixtures and Equipment	Total	Accumulated Depreciation	Net Book Value	Year of Original Construction	Date of Acquisition	Depreciation Life
Harbor Court Hotel San Francisco	—	—	79,009	6,190	1,932	—	80,156	6,975	87,131	15,290	71,841	1926/1991	11/30/2018	3-40 years
Viceroy Santa Monica Hotel	—	—	91,442	5,257	19,194	—	105,213	10,680	115,893	22,252	93,641	1967/2002	11/30/2018	3-40 years
Le Parc Suite Hotel	—	17,876	65,515	2,496	13,367	17,902	74,999	6,353	99,254	15,744	83,510	1970	11/30/2018	3-40 years
Montrose West Hollywood	—	16,842	58,729	6,499	2,863	16,842	60,104	7,987	84,933	13,304	71,629	1976	11/30/2018	3-40 years
Chamberlain West Hollywood Hotel	—	14,462	43,157	5,983	2,200	14,481	44,519	6,802	65,802	10,601	55,201	1970/2005	11/30/2018	3-40 years
Hotel Ziggy	—	12,440	36,932	3,951	7,264	12,440	42,229	5,918	60,587	10,375	50,212	1954	11/30/2018	3-40 years
The Westin Copley Place, Boston	—	—	291,754	35,780	16,227	—	304,255	39,506	343,761	65,970	277,791	1983	11/30/2018	3-40 years
The Liberty, a Luxury Collection Hotel, Boston	—	—	195,797	15,126	6,972	—	200,521	17,374	217,895	37,773	180,122	1851/2007	11/30/2018	3-40 years
Hyatt Regency Boston Harbor	—	—	122,344	6,862	9,355	—	130,282	8,279	138,561	24,857	113,704	1993	11/30/2018	3-40 years
George Hotel	—	15,373	65,529	4,489	1,058	15,373	66,122	4,954	86,449	13,044	73,405	1928	11/30/2018	3-40 years
Viceroy Washington DC	—	18,686	60,927	2,838	(5,467)	14,035	56,527	6,422	76,984	14,507	62,477	1962	11/30/2018	3-40 years
Hotel Zena Washington DC	—	19,035	60,402	2,066	28,947	19,035	85,366	6,049	110,450	17,083	93,367	1972	11/30/2018	3-40 years
Paradise Point Resort & Spa	—	—	199,304	22,032	16,194	236	208,661	28,633	237,530	46,592	190,938	1962	11/30/2018	3-40 years
Hilton San Diego Gaslamp Quarter	—	33,017	131,926	7,741	26,081	33,017	152,059	13,689	198,765	27,789	170,976	2000	11/30/2018	3-40 years
Margaritaville Hotel San Diego Gaslamp Quarter	—	—	74,768	8,830	56,689	23,472	97,702	19,113	140,287	22,903	117,384	2005	11/30/2018	3-40 years
L'Auberge Del Mar	—	33,304	92,297	5,393	15,285	33,316	103,565	9,398	146,279	19,899	126,380	1989	11/30/2018	3-40 years
San Diego Mission Bay Resort	—	—	80,733	9,458	28,234	95	100,399	17,931	118,425	29,141	89,284	1962	11/30/2018	3-40 years
Southernmost Beach Resort	—	90,396	253,954	8,676	37,903	91,859	280,837	18,233	390,929	46,767	344,162	1958-2008	11/30/2018	3-40 years
The Marker Key West Harbor Resort	—	25,463	66,903	2,486	1,633	25,463	67,200	3,822	96,485	12,614	83,871	2014	11/30/2018	3-40 years
Hotel Chicago Downtown, Autograph Collection	—	39,576	114,014	7,608	(55,897)	25,181	71,541	8,579	105,301	17,347	87,954	1998	11/30/2018	3-40 years
The Westin Michigan Avenue Chicago	—	44,983	103,160	23,744	(14,645)	37,123	94,197	25,922	157,242	30,932	126,310	1963/1972	11/30/2018	3-40 years

Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation
As of December 31, 2023
(in thousands)
			Initial Costs								Gross Amount at End of Year
Description	Encumbrances		Land		Building and Improvements		Furniture, Fixtures and Equipment		Cost Capitalized Subsequent to Acquisition (1)		Land		Building and Improvements		Furniture, Fixtures and Equipment		Total		Accumulated Depreciation		Net Book Value		Year of Original Construction	Date of Acquisition	Depreciation Life
Jekyll Island Club Resort	—		—		88,912		5,031		21,281		—		102,975		12,249		115,224		14,314		100,910		1886/1986	7/22/2021	2-40 years
Margaritaville Hollywood Beach Resort(2)	140,000		—		244,230		22,288		7,899		—		248,537		25,880		274,417		25,822		248,595		2015	9/23/2021	3-40 years
Estancia La Jolla Hotel & Spa(3)	57,497		—		104,280		3,646		22,826		237		119,610		10,905		130,752		11,696		119,056		2004	12/1/2021	2-40 years
Inn on Fifth	—		50,503		95,826		7,989		1,841		50,503		96,937		8,719		156,159		6,885		149,274		1960	5/11/2022	3-40 years
Newport Harbor Island Resort	—		43,287		118,227		12,817		21,877		43,288		126,342		26,578		196,208		16,580		179,628		1969	6/23/2022	3-40 years
	$	197,497	$	834,544	$	4,549,725	$	334,796	$	727,217	$	810,633	$	5,097,075	$	538,574	$	6,446,282	$	1,316,267	$	5,130,015

______________________

(1)     Disposals are reflected as reductions to cost capitalized subsequent to acquisition.

(2)     Encumbrance on Margaritaville Hollywood Beach Resort is presented at face value, which excludes unamortized deferred financing costs of $2.1 million at December 31, 2023.

(3)     Encumbrance on Estancia La Jolla Hotel & Spa is presented at face value, which excludes unamortized deferred financing costs of $0.2 million at December 31, 2023.

Pebblebrook Hotel Trust
Schedule III--Real Estate and Accumulated Depreciation - Continued
As of December 31, 2023
(in thousands)
Reconciliation of Real Estate and Accumulated Depreciation:
Reconciliation of Real Estate:
Balance at December 31, 2020	$	6,459,745
Acquisitions	488,447
Capital expenditures	86,936
Disposal of Assets	(253,469)
Other	(14,856)
Balance at December 31, 2021	$	6,766,803
Acquisitions	331,249
Capital expenditures	105,626
Disposal of Assets	(359,083)
Other	(115,214)
Balance at December 31, 2022	$	6,729,381
Capital expenditures	188,520
Disposal of Assets	(400,705)
Other	(70,914)
Balance at December 31, 2023	$	6,446,282
Reconciliation of Accumulated Depreciation:
Balance at December 31, 2020	$	898,287
Depreciation	223,225
Disposal of Assets	(55,103)
Balance at December 31, 2021	$	1,066,409
Depreciation	238,278
Disposal of Assets	(124,253)
Balance at December 31, 2022	$	1,180,434
Depreciation	239,422
Disposal of Assets	(103,589)
Balance at December 31, 2023	$	1,316,267

The aggregate cost of properties for federal income tax purposes is approximately $6.0 billion as of December 31, 2023.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (78,017)	$ (87,171)	$ (184,858)

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Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial policies, are accounted for under the equity method.

Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation.

Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Risks and Uncertainties

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus the Company's financial position. It is uncertain what the future affects of the COVID-19 pandemic will have on the overall economy or travel. In addition, the rise in inflation and corresponding increase in interest rates may also impact the overall economy. A decline in travel or a significant increase in costs may impact the Company's cash flow and ability to service debt or meet other financial obligations.

Fair Value Measurements

Fair Value Measurements

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:

1.Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

2.Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.

3.Level 3 – Model-derived valuations with unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. See Note 5. Debt to the accompanying consolidated financial statements for disclosures on the fair value of debt and derivative instruments.

Investment in Hotel Properties

Investment in Hotel Properties

Upon acquiring a business or hotel property, the Company measures and recognizes the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties.

Transaction costs related to business combinations are expensed as incurred and included on the consolidated statements of operations and comprehensive income. Transaction costs related to asset acquisitions are capitalized and recorded to investment in hotel property.

Hotel renovations and replacements of assets that improve or extend the life of the asset are recorded at cost and depreciated over their estimated useful lives. Furniture, fixtures and equipment under finance leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred.

Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations.

The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and estimated holding period, future required capital expenditures, and fair values, including consideration of expected terminal capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.

The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Company's board of trustees (the "Board of Trustees") has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss, together with the related operating results, as continuing or discontinuing operations on the statements of operations and classify the assets and related liabilities as held for sale on the balance sheet.

Intangible Assets and Liabilities

Intangible Assets and Liabilities

Intangible assets or liabilities are recorded on non-market contracts assumed as part of the acquisition of certain hotels. The Company reviews the terms of agreements assumed in conjunction with the purchase of a hotel to determine if the terms are over or under market compared to an estimated market agreement at the acquisition date. Under market lease assets or over market contract liabilities are recorded at the acquisition date and amortized using the straight-line method over the term of the agreement. The Company does not amortize intangible assets with indefinite useful lives, but reviews these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions and short-term liquid investments with an original maturity of three months or less. The Company maintains cash and cash equivalents balances in excess of insured limits with various financial institutions. This may subject the Company to significant concentrations of credit risk. The Company performs periodic evaluations of the credit quality of these financial institutions.

Restricted Cash

Restricted Cash

Restricted cash primarily consists of reserves for replacement of furniture and fixtures, cash held in escrow pursuant to certain lender or hotel management agreement requirements to pay for real estate taxes, ground rent or property insurance and cash held in cash management and lockbox accounts pursuant to certain mortgage loan requirements.

Prepaid Expenses and Other Assets

Prepaid Expenses and Other Assets

The Company's prepaid expenses and other assets consist of prepaid real estate taxes, prepaid insurance, inventories, over or under market leases, and corporate office equipment and furniture.

Derivative Instruments

Derivative Instruments

In the normal course of business, the Company is exposed to the effects of interest rate changes. The Company may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are recorded at fair value on the balance sheet date. Unrealized gains and losses of hedging instruments are reported in other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

Revenue Recognition

Revenue Recognition

Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over the length of a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied.

The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense.

Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company's consolidated statements of operations and comprehensive income.

The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses.

Income Taxes

Income Taxes

To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, the Company's TRS lessees are subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Share-based Compensation

Share-based Compensation

The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.

Earnings Per Share

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

The purpose of reporting comprehensive income (loss) is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss).

Segment Information

Segment Information

The Company separately evaluates the performance of each of its hotel properties. However, because each of the hotels has similar economic characteristics, facilities, and services, the hotel properties have been aggregated into a single operating segment.

Investments in Unconsolidated Entities

Investments in Unconsolidated Entities

The Company owns a non-controlling equity interest in Fifth Wall Late-Stage Climate Technology Fund, L.P. As of December 31, 2023, the Company has invested $7.9 million. The Company's total equity commitment to the fund is $10.0 million.

New Accounting Pronouncements

New Accounting Pronouncements

Disclosure Improvements

In October, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). ASU 2023-06 incorporates 14 of the 27 disclosure requirements published in SEC Release No. 33-10532 - Disclosure Update and Simplification into various topics within the Accounting Standards Codification ("ASC"). ASU 2023-06's amendments represent clarifications to, or technical corrections of, current requirements. For SEC registrants, the effective date for each amendment will vary based on the date on which the SEC removes that related disclosure from its rules. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the ASC and will not be effective. Early adoption is prohibited. The Company is currently assessing the potential impacts of ASU 2023-06 and does not expect it to have a material effect on its consolidated financial statements and disclosures.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impacts of adopting ASU 2023-07 on its consolidated financial statements and disclosures.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis, with the option to apply retrospectively. The Company is currently assessing the impacts of adopting ASU 2023-09 on its consolidated financial statements and disclosures.

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Acquisition and Disposition of Hotel Properties (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Hotel Properties Sold

The following table summarizes disposition transactions during the years ended December 31, 2023 and 2022 (in thousands):

Hotel Property Name	Location	Sale Date	Sale Price
The Heathman Hotel	Portland, OR	February 22, 2023	$	45,000
Retail at The Westin Michigan Avenue Chicago	Chicago, IL	March 17, 2023	27,300
Hotel Colonnade Coral Gables	Coral Gables, FL	March 28, 2023	63,000
Hotel Monaco Seattle	Seattle, WA	May 9, 2023	63,250
Hotel Vintage Seattle	Seattle, WA	May 24, 2023	33,700
Hotel Zoe Fisherman’s Wharf	San Francisco, CA	November 14, 2023	68,500
Marina City Retail at Hotel Chicago Downtown, Autograph Collection	Chicago, IL	December 21, 2023	30,000
2023 Total			$	330,750
The Marker San Francisco	San Francisco, CA	June 28, 2022	$	77,000
Sofitel Philadelphia at Rittenhouse Square	Philadelphia, PA	August 2, 2022	80,000
Hotel Spero	San Francisco, CA	August 25, 2022	71,000
Hotel Vintage Portland	Portland, OR	September 14, 2022	32,900
2022 Total			$	260,900

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Investment in Hotel Properties (Tables)

12 Months Ended

Dec. 31, 2023

Real Estate [Abstract]

Schedule of Investment in Hotel Properties

Investment in hotel properties as of December 31, 2023 and 2022 consisted of the following (in thousands):

	December 31, 2023		December 31, 2022
Land	$	810,633	$	897,756
Buildings and improvements	5,005,894		5,170,976
Furniture, fixtures and equipment	511,451		504,518
Finance lease asset	91,181		91,181
Construction in progress	27,123		11,961
	$	6,446,282	$	6,676,392
Right-of-use asset, operating leases	360,761		370,383
Investment in hotel properties	$	6,807,043	$	7,046,775
Less: Accumulated depreciation	(1,316,267)		(1,171,899)
Investment in hotel properties, net	$	5,490,776	$	5,874,876

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Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

The Company's debt consisted of the following as of December 31, 2023 and 2022 (dollars in thousands):

				Balance Outstanding as of
	Interest Rate at December 31, 2023		Maturity Date	December 31, 2023		December 31, 2022
Revolving credit facilities
Senior unsecured credit facility	-	(1)(2)	October 2026	$	—	$	—
PHL unsecured credit facility	-	(1)	October 2026	—		—
Revolving credit facilities				$	—	$	—
Unsecured term loans
Term Loan 2024	5.78%	(1)(5)	October 2024	460,000		460,000
Term Loan 2025	5.13%	(1)(6)	October 2025	460,000		460,000
Term Loan 2027	5.61%	(1)	October 2027	460,000		460,000
Term loan principal				$	1,380,000	$	1,380,000
Convertible senior notes principal	1.75%		December 2026	$	750,000	$	750,000
Senior unsecured notes
Series A Notes	-	(3)	December 2023	—		47,600
Series B Notes	4.93%		December 2025	2,400		2,400
Senior unsecured notes principal				$	2,400	$	50,000
Mortgage loans
Margaritaville Hollywood Beach Resort	7.04%	(4)	September 2026	140,000		161,500
Estancia La Jolla Hotel & Spa	5.07%		September 2028	57,497		59,485
Mortgage loans principal				$	197,497	$	220,985
Total debt principal				$	2,329,897	$	2,400,985
Unamortized debt premiums, discount and deferred financing costs, net				(10,096)		(13,692)
Debt, Net				$	2,319,801	$	2,387,293

______________________

(1)    Borrowings bear interest at floating rates. Interest rate at December 31, 2023 gives effect to interest rate hedges.

(2)    The Company has the option to extend the maturity date for up to two six-month periods, pursuant to certain terms and conditions and payment of an extension fee.

(3)    The Company paid off the Series A Notes using available cash.

(4)    This loan was refinanced during the third quarter of 2023 and now bears interest at a floating rate equal to daily SOFR plus of 3.75%. The interest rate at December 31, 2023 gives effect to an interest rate swap. The Company has the option to extend the maturity date for up to two one-year periods, pursuant to certain terms and conditions and payment of an extension fee.

(5)    On January 3, 2024, the Company entered into the First Amendment to the Credit Agreement which extended the maturity date of $356.7 million borrowed under Term Loan 2024 to January 2028. In connection with the extension, the Company also repaid $60.0 million of its outstanding Term Loan 2024 obligation with available cash. The remaining $43.3 million of Term Loan 2024's balance will continue to mature in October 2024 and will be paid with available cash or borrowings under the revolving credit facility at maturity.

(6)    On January 3, 2024, the Company repaid $50.0 million of its outstanding Term Loan 2025 obligation with available cash.

Schedule of Components of Interest Expense

The components of the Company's interest expense consisted of the following for the years ended December 31, 2023, 2022, and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
Unsecured revolving credit facilities	$	2,074	$	2,531	$	2,092
Unsecured term loan facilities	73,151		52,355		61,529
Convertible senior notes	13,125		13,125		12,662
Senior unsecured notes	2,169		2,525		3,562
Mortgage debt	14,704		9,788		1,375
Amortization of deferred financing fees, (premiums) and discounts	8,104		16,465		9,741
Other	2,333		3,199		5,672
Total interest expense	$	115,660	$	99,988	$	96,633

Schedule of Future Minimum Principal Payments

As of December 31, 2023, the future minimum principal payments for the Company's debt, assuming all extension options available in the Company's debt agreements are exercised, are as follows (in thousands):

2024	$	461,910
2025	464,592
2026	752,308
2027	462,429
2028	188,658
Total debt principle payments	$	2,329,897
Deferred financing costs, net	(10,096)
Total debt	$	2,319,801

Schedule of Interest Rate Swaps

The Company's interest rate swaps at December 31, 2023 and 2022 consisted of the following, by maturity date (dollars in thousands):

			Aggregate Notional Value as of
Hedge Type	Interest Rate Range (SOFR)(1)	Maturity	December 31, 2023		December 31, 2022
Swap-cash flow	0.05% - 0.07%	January 2023	$	—	$	200,000
Swap-cash flow	1.84% - 1.87%	November 2023	—		250,000
Swap-cash flow	2.47% - 2.50%	January 2024	300,000		300,000
Swap-cash flow	3.22% - 3.25%	October 2025	200,000		—
Swap-cash flow	1.33% - 1.36%	February 2026	290,000		290,000
Swap-cash flow	3.02% - 3.03%	October 2026	200,000		—
Swap-cash flow	3.29%	October 2027	165,000		—
Total			$	1,155,000	$	1,040,000

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Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents revenues by geographic location for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	For the year ended December 31,
	2023		2022		2021
San Diego, CA	$	307,003	$	303,701	$	165,977
Boston, MA	265,964		243,861		124,440
Southern Florida/Georgia	229,851		271,167		166,310
Los Angeles, CA	187,997		168,310		94,275
San Francisco, CA	145,137		116,022		43,601
Portland, OR	78,948		87,625		53,978
Chicago, IL	75,142		68,402		27,279
Washington, D.C.	68,567		51,937		20,630
Seattle, WA	5,551		17,795		7,946
Other(1)	55,789		63,071		28,608
	$	1,419,949	$	1,391,891	$	733,044

______________________

(1)     Other includes: New York, NY, Philadelphia, PA, Newport, RI and Santa Cruz, CA.

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Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Common Dividends

The Company declared the following dividends on common shares/units for the year ended December 31, 2023:

Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
$	0.01	March 31, 2023	March 31, 2023	April 17, 2023
$	0.01	June 30, 2023	June 30, 2023	July 17, 2023
$	0.01	September 30, 2023	September 29, 2023	October 16, 2023
$	0.01	December 31, 2023	December 29, 2023	January 16, 2024

Schedule of Preferred Shares Outstanding

The following Preferred Shares were outstanding as of December 31, 2023 and 2022:

Security Type	December 31, 2023	December 31, 2022
6.375% Series E	4,400,000	4,400,000
6.30% Series F	6,000,000	6,000,000
6.375% Series G	9,200,000	9,200,000
5.70% Series H	8,000,000	9,000,000
	27,600,000	28,600,000

Schedule of Preferred Dividends

The Company declared the following dividends on preferred shares for the year ended December 31, 2023:

Security Type	Dividend per Share/Unit		For the Quarter Ended	Record Date	Payable Date
6.375% Series E	$	0.40	March 31, 2023	March 31, 2023	April 17, 2023
6.375% Series E	$	0.40	June 30, 2023	June 30, 2023	July 17, 2023
6.375% Series E	$	0.40	September 30, 2023	September 29, 2023	October 16, 2023
6.375% Series E	$	0.40	December 31, 2023	December 29, 2023	January 16, 2024
6.30% Series F	$	0.39	March 31, 2023	March 31, 2023	April 17, 2023
6.30% Series F	$	0.39	June 30, 2023	June 30, 2023	July 17, 2023
6.30% Series F	$	0.39	September 30, 2023	September 29, 2023	October 16, 2023
6.30% Series F	$	0.39	December 31, 2023	December 29, 2023	January 16, 2024
6.375% Series G	$	0.40	March 31, 2023	March 31, 2023	April 17, 2023
6.375% Series G	$	0.40	June 30, 2023	June 30, 2023	July 17, 2023
6.375% Series G	$	0.40	September 30, 2023	September 29, 2023	October 16, 2023
6.375% Series G	$	0.40	December 31, 2023	December 29, 2023	January 16, 2024
5.70% Series H	$	0.36	March 31, 2023	March 31, 2023	April 17, 2023
5.70% Series H	$	0.36	June 30, 2023	June 30, 2023	July 17, 2023
5.70% Series H	$	0.36	September 30, 2023	September 29, 2023	October 16, 2023
5.70% Series H	$	0.36	December 31, 2023	December 29, 2023	January 16, 2024

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Share-Based Compensation Plan (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Service Condition Restricted Share Activity

The following table provides a summary of service condition restricted share activity for the years ended December 31, 2023, 2022 and 2021:

	Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2021	242,727	$	24.94
Granted	415,531	$	22.69
Vested	(81,591)	$	30.41
Forfeited	(9,236)	$	23.37
Unvested at December 31, 2021	567,431	$	22.53
Granted	143,795	$	21.72
Vested	(107,303)	$	26.23
Forfeited	(36,606)	$	22.80
Unvested at December 31, 2022	567,317	$	21.60
Granted	113,084	$	15.04
Vested	(183,721)	$	23.14
Forfeited	(53,131)	$	16.72
Unvested at December 31, 2023	443,549	$	19.88

Schedule of Performance-Based Equity Awards, Fair Value Assumptions

The grant date fair value of the performance awards, with market conditions, were determined using a Monte Carlo simulation method with the following assumptions (dollars in millions):

Performance Award Grant Date		Percentage of Total Award	Grant Date Fair Value by Component	Volatility	Interest Rate	Dividend Yield
February 14, 2018
	Relative and Absolute Total Shareholder Return	65.00% / 35.00%	$3.5	28.00%	2.37%	4.70%
February 13, 2019
	Relative and Absolute Total Shareholder Return	65.00% / 35.00%	$4.5	26.00%	2.52%	4.20%
February 12, 2020
	Relative Total Shareholder Return	100.00%	$4.9	23.40%	1.41%	—%
February 18, 2021
	Relative Total Shareholder Return	100.00%	$6.0	56.00%	0.19%	—%
May 16, 2022
	Relative Total Shareholder Return	100.00%	$5.3	58.70%	2.72%	—%
February 17, 2023
	Relative and Absolute Total Shareholder Return	70.00% / 30.00%	$6.0	61.60%	4.31%	—%

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Distributions Paid Per Common Share of Beneficial Interest and Preferred Shares on a Tax Basis

The following characterizes distributions paid per common share and preferred share on a tax basis for the years ended December 31, 2023, 2022 and 2021:

	2023				2022				2021
	Amount		%		Amount		%		Amount		%
Common Shares:
Ordinary non-qualified income	$	0.0400	100.00	%	$	0.0419	83.80	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.0081		16.20	%	0.0128		32.00	%
Return of capital	—		—	%	—		—	%	0.0272		68.00	%
Total	$	0.0400	100.00	%	$	0.0500	100.00	%	$	0.0400	100.00	%
Series C Preferred Shares:
Ordinary non-qualified income	$	—	—	%	$	—	—	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	—		—	%	0.1725		12.45	%
Return of capital	—		—	%	—		—	%	1.2133		87.55	%
Total	$	—	—	%	$	—	—	%	$	1.3858	100.00	%
Series D Preferred Shares:
Ordinary non-qualified income	$	—	—	%	$	—	—	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	—		—	%	0.1692		12.49	%
Return of capital	—		—	%	—		—	%	1.1855		87.51	%
Total	$	—	—	%	$	—	—	%	$	1.3547	100.00	%
Series E Preferred Shares:
Ordinary non-qualified income	$	1.5938	100.00	%	$	1.6684	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3238		16.25	%	0.5118		32.11	%
Return of capital	—		—	%	—		—	%	1.0819		67.89	%
Total	$	1.5938	100.00	%	$	1.9922	100.00	%	$	1.5937	100.00	%
Series F Preferred Shares:
Ordinary non-qualified income	$	1.5750	100.00	%	$	1.6488	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3200		16.25	%	0.5058		32.11	%
Return of capital	—		—	%	—		—	%	1.0692		67.89	%
Total	$	1.5750	100.00	%	$	1.9688	100.00	%	$	1.5750	100.00	%
Series G Preferred Shares:
Ordinary non-qualified income	$	1.5938	100.00	%	$	1.6684	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.3238		16.25	%	0.5787		86.00	%
Return of capital	—		—	%	—		—	%	0.0942		14.00	%
Total	$	1.5938	100.00	%	$	1.9922	100.00	%	$	0.6729	100.00	%
Series H Preferred Shares:
Ordinary non-qualified income	$	1.4250	100.00	%	$	1.4917	83.75	%	$	—	—	%
Qualified dividend	—		—	%	—		—	%	—		—	%
Capital gain	—		—	%	0.2895		16.25	%	0.2655		86.01	%
Return of capital	—		—	%	—		—	%	0.0432		13.99	%
Total	$	1.4250	100.00	%	$	1.7812	100.00	%	$	0.3087	100.00	%

Components of Income Tax Expense

The Company's provision (benefit) for income taxes consists of the following (in thousands):

	For the year ended December 31,
	2023		2022		2021
Federal
Current	$	237	$	253	$	—
Deferred	—		—		—
State and local
Current	418		24		61
Deferred	—		—		—
Income tax expense (benefit)	$	655	$	277	$	61

Reconciliation of Statutory Federal Tax Expense to Company's Income Tax Expense

A reconciliation of the statutory federal tax expense (benefit) to the Company's income tax expense (benefit) is as follows (in thousands):

	For the year ended December 31,
	2023		2022		2021
Statutory federal tax expense (benefit)	$	16,808	$	17,906	$	(38,251)
State income tax expense (benefit), net of federal tax expense (benefit)	409		4		(6,990)
REIT income not subject to tax	(16,536)		(17,402)		22,235
Change in valuation allowance	973		(495)		23,077
Other	(999)		264		(10)
Income tax expense (benefit), net	$	655	$	277	$	61

Schedule of Deferred Tax Assets

The significant components of the Company's deferred tax assets as of December 31, 2023 and 2022 consisted of the following (in thousands):

	December 31, 2023		December 31, 2022
Deferred Tax Assets:
Net operating loss carryover	$	39,385	$	38,822
State taxes and other	5,596		3,071
Depreciation	99		193
Total deferred tax asset before valuation allowance	$	45,080	$	42,086
Valuation allowance	(45,080)		(42,086)
Deferred tax asset net of valuation allowance	$	—	$	—

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Reconciliation of Basic and Diluted Earnings Per Common Share

The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data):

	For the year ended December 31,
	2023		2022		2021
Numerator:
Net income (loss) attributable to common shareholders	$	(113,270)	$	(124,059)	$	(235,018)
Less: dividends paid on unvested share-based compensation	(41)		(45)		(47)
Net income (loss) available to common shareholders — basic and diluted	$	(113,311)	$	(124,104)	$	(235,065)
Denominator:
Weighted-average number of common shares — basic and diluted	121,813,042		130,453,944		130,804,354
Net income (loss) per share available to common shareholders — basic	$	(0.93)	$	(0.95)	$	(1.80)
Net income (loss) per share available to common shareholders — diluted	$	(0.93)	$	(0.95)	$	(1.80)

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Hotels Subject to Leases

As of December 31, 2023, the following hotels were subject to leases as follows:

Lease Properties	Lease Type	Lease Expiration Date
Restaurant at Southernmost Beach Resort	Operating lease	April 2029
Paradise Point Resort & Spa	Operating lease	May 2050
Hotel Monaco Washington DC	Operating lease	November 2059
Argonaut Hotel	Operating lease	December 2059
Hotel Zephyr Fisherman's Wharf	Operating lease	February 2062
Viceroy Santa Monica Hotel	Operating lease	September 2065
Estancia La Jolla Hotel & Spa	Operating lease	January 2066
San Diego Mission Bay Resort	Operating lease	July 2068
1 Hotel San Francisco	Operating lease	March 2070	(1)
Hyatt Regency Boston Harbor	Operating lease	April 2077
The Westin Copley Place, Boston	Operating lease	December 2077	(2)
The Liberty, a Luxury Collection Hotel, Boston	Operating lease	May 2080
Jekyll Island Club Resort and Restaurant	Operating lease	January 2089
Hotel Zelos San Francisco	Operating lease	June 2097
Hotel Palomar Los Angeles Beverly Hills	Operating lease	January 2107	(3)
Margaritaville Hollywood Beach Resort	Operating lease	July 2112
Hotel Zeppelin San Francisco	Operating and finance lease	June 2089	(4)
Harbor Court Hotel San Francisco	Finance lease	August 2052

______________________

(1)     The expiration date assumes the exercise of a 14-year extension option.

(2)     No payments are required through maturity.

(3)     The expiration date assumes the exercise of all 19 five-year extension options.

(4)     The expiration date assumes the exercise of a 30-year extension option.

Schedule of Components of Ground Rent Expense

The components of ground rent expense for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):

	For the year ended December 31,
	2023		2022		2021
Fixed ground rent	$	19,133	$	18,538	$	16,825
Variable ground rent	20,252		18,931		9,616
Total ground rent	$	39,385	$	37,469	$	26,441

Schedule of Operating Lease Future Maturity

Future maturities of lease liabilities for the Company's operating leases at December 31, 2023 were as follows (in thousands):

2024	$	20,606
2025	20,735
2026	21,031
2027	20,983
2028	21,077
Thereafter	1,563,613
Total lease payments	$	1,668,045
Less: Imputed interest	(1,347,428)
Present value of lease liabilities	$	320,617

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Supplemental Information to Statements of Cash Flows (Tables)

12 Months Ended

Dec. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Summary of Supplemental Information to Statements of Cash Flows

	(in thousands)
	For the year ended December 31,
	2023		2022		2021
Interest paid, net of capitalized interest	$	105,519	$	82,851	$	84,453
Interest capitalized	$	1,825	$	1,434	$	1,391
Income taxes paid (refunded)	$	(2,549)	$	(2,303)	$	(258)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	$	—	$	—	$	113,099
Distributions payable on common shares/units	$	1,261	$	1,316	$	1,537
Distributions payable on preferred shares/units	$	10,601	$	10,902	$	10,219
Issuance of common shares for Board of Trustees compensation	$	754	$	738	$	516
Issuance of common shares for executive and employee bonuses	$	—	$	—	$	1,446
Issuance of common shares for OP units redemption	$	3,515	$	—	$	—
Issuance of common units in connection with hotel acquisition	$	—	$	390	$	—
Issuance of preferred units in connection with hotel acquisition	$	—	$	77,610	$	—
Change in accrued additions and improvements to hotel properties	$	65	$	(2,759)	$	3,110
Right of use assets obtained in exchange for lease liabilities	$	—	$	1,005	$	65,599
Write-off of fully depreciated building, furniture, fixtures and equipment	$	7,267	$	72,532	$	—
Write-off of fully amortized deferred financing costs	$	1,199	$	19,595	$	6,574
Mortgage loans assumed in connection with acquisition of hotel properties	$	—	$	—	$	223,177
Below (above) market contracts assumed in connection with acquisition of hotel properties	$	—	$	—	$	3,071

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Organization (Details)	Dec. 31, 2023 property hotelRoom
Noncontrolling Interest [Line Items]
Number of hotels owned by the company | property	46
Total number of guest rooms | hotelRoom	11,924
Operating Partnership
Noncontrolling Interest [Line Items]
Percentage of operating partnership units owned by company	99.30%
Percentage of operating partnership units owned by other limited partners	0.70%

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Summary of Significant Accounting Policies (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Fifth Wall Late-Stage Climate Technology Fund L.P.
Property, Plant and Equipment [Line Items]
Equity method investments	$ 7.9
Committed amount	$ 10.0
Buildings, land improvements, and building improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years
Buildings, land improvements, and building improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	40 years
Furniture, fixtures and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	1 year
Furniture, fixtures and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years

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Acquisition and Disposition of Hotel Properties - Narrative (Details) $ in Thousands				12 Months Ended
	Feb. 22, 2023 USD ($)	Jun. 23, 2022 USD ($) hotelRoom	May 11, 2022 USD ($) hotelRoom shares	Dec. 31, 2023 USD ($) property hotelRoom	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Asset Acquisition [Line Items]
Number of properties acquired | property				0
Number of rooms | hotelRoom				11,924
Acquisition of hotel properties				$ 0	$ 247,163	$ 253,541
Operating (loss) income from disposed properties				(800)	(3,900)	$ (33,200)
Proceeds from sale of property held-for-sale				0
Sale price				$ 330,750	260,900
The Heathman Hotel
Asset Acquisition [Line Items]
Sale price	$ 45,000				$ 45,000
Series Z Preferred Stock
Asset Acquisition [Line Items]
Preferred stock, dividend rate, percentage			6.00%
Inn on Fifth in Naples
Asset Acquisition [Line Items]
Number of rooms | hotelRoom			119
Acquisition of hotel properties			$ 156,000
Inn on Fifth | Series Z Preferred Stock
Asset Acquisition [Line Items]
Preferred units of the operating Partnership designated (in shares) | shares			3,104,400
Inn on Fifth | Operating partnership units | Common Unit
Asset Acquisition [Line Items]
Preferred units of the operating Partnership designated (in shares) | shares			16,291
Newport Harbor Island Resort
Asset Acquisition [Line Items]
Number of rooms | hotelRoom		257
Acquisition of hotel properties		$ 174,000

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Acquisition and Disposition of Hotel Properties - Disposition of Hotel Properties (Details) - USD ($) $ in Thousands												12 Months Ended
	Dec. 21, 2023	Nov. 14, 2023	May 24, 2023	May 09, 2023	Mar. 28, 2023	Mar. 17, 2023	Feb. 22, 2023	Sep. 14, 2022	Aug. 25, 2022	Aug. 02, 2022	Jun. 28, 2022	Dec. 31, 2023	Dec. 31, 2022
Hotel Spero
Sale price												$ 330,750	$ 260,900
The Heathman Hotel
Hotel Spero
Sale price							$ 45,000						$ 45,000
Retail at The Westin Michigan Avenue Chicago
Hotel Spero
Sale price						$ 27,300
Hotel Colonnade Coral Gables
Hotel Spero
Sale price					$ 63,000
Hotel Monaco Seattle
Hotel Spero
Sale price				$ 63,250
Hotel Vintage Seattle
Hotel Spero
Sale price			$ 33,700
Hotel Zoe Fisherman’s Wharf
Hotel Spero
Sale price		$ 68,500
Marina City Retail at Hotel Chicago Downtown, Autograph Collection
Hotel Spero
Sale price	$ 30,000
The Marker San Francisco
Hotel Spero
Sale price											$ 77,000
Sofitel Philadelphia at Rittenhouse Square
Hotel Spero
Sale price										$ 80,000
Hotel Spero
Hotel Spero
Sale price									$ 71,000
Hotel Vintage Portland
Hotel Spero
Sale price								$ 32,900

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Investment in Hotel Properties - Schedule of Investment in Hotel Properties (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Investment in hotel properties
Land	$ 810,633	$ 897,756
Buildings and improvements	5,005,894	5,170,976
Furniture, fixtures and equipment	511,451	504,518
Finance lease asset	91,181	91,181
Construction in progress	27,123	11,961
Investment in hotel properties, before right-of-use asset, operating leases	6,446,282	6,676,392
Right-of-use asset, operating leases	360,761	370,383
Investment in hotel properties	6,807,043	7,046,775
Less: Accumulated depreciation	(1,316,267)	(1,171,899)
Investment in hotel properties, net	$ 5,490,776	$ 5,874,876
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Investment in hotel properties, net	Investment in hotel properties, net

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Investment in Hotel Properties - Narrative (Details) $ in Thousands	12 Months Ended			24 Months Ended
	Dec. 31, 2023 USD ($) property	Dec. 31, 2022 USD ($) property	Dec. 31, 2021 USD ($) property	Dec. 31, 2023 USD ($)
Real Estate Properties [Line Items]
Impairment	$ 81,788	$ 89,633	$ 14,856
Other operating expenses	12,602	5,352	2,036
Lease liabilities - operating leases	320,617	320,402		$ 320,617
Present value of lease liabilities	$ 43,400	$ 42,700		$ 43,400
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Accounts Payable and Accrued Liabilities	Accounts Payable and Accrued Liabilities		Accounts Payable and Accrued Liabilities
Minimum
Real Estate Properties [Line Items]
Operating lease, incremental rate	4.70%			4.70%
Maximum
Real Estate Properties [Line Items]
Operating lease, incremental rate	7.60%			7.60%
Hotel
Real Estate Properties [Line Items]
Impairment	$ 81,800	$ 81,700	$ 14,900
Number of properties impaired | property	3	3	1
Retail
Real Estate Properties [Line Items]
Number of properties impaired | property	1
Hurricane Ian
Real Estate Properties [Line Items]
Impairment	$ 0	$ 7,900
Other operating expenses	$ 6,600
Insurance recoveries				$ 84,300

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Debt - Narrative (Details)			1 Months Ended		3 Months Ended	12 Months Ended
	Jan. 03, 2024 USD ($)	Sep. 07, 2023 extension	Feb. 28, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) extensionOption debtInstrument extension $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 13, 2022 USD ($) debtInstrument	Dec. 01, 2021 USD ($)	Sep. 23, 2021 USD ($)
Line of Credit Facility [Line Items]
Repayments of long term debt						$ 211,088,000	$ 1,434,956,000	$ 392,236,000
Debt						2,329,897,000	2,400,985,000
Letters of credit outstanding						$ 13,600,000	12,600,000
Election period, prior to maturity date						2 days
Convertible debt, conversion ratio						0.0392549
Redemption price to principal amount, percentage						1
Interest rate swaps
Line of Credit Facility [Line Items]
Derivative instruments, asset position, fair value						$ 24,500,000
Derivative instruments, liability position, fair value						0
Expected reclassifications in next 12 months						18,200,000
Convertible senior notes
Line of Credit Facility [Line Items]
Debt issued			$ 250,000,000	$ 500,000,000
Debt						$ 750,000,000	750,000,000
Stated interest rate				1.75%		1.75%
Proceeds from debt, net of issuance costs			$ 257,200,000	$ 487,300,000
Premium to par percentage			5.50%
Debt issuance costs			$ 6,500,000
Premium received			$ 13,800,000
Convertible debt, liability component				$ 386,100,000
Discount rate				0.0625
Convertible debt, equity component				$ 113,900,000
Initial discount, gross				$ 113,900,000
Convertible debt, conversion price (in usd per share) | $ / shares						$ 25.47
Capped call transaction, upper strike price (in usd per share) | $ / shares						$ 33.0225
Senior unsecured notes
Line of Credit Facility [Line Items]
Debt						$ 2,400,000	50,000,000
Mortgage loans
Line of Credit Facility [Line Items]
Debt						$ 197,497,000	220,985,000
Mortgage loans | Margaritaville
Line of Credit Facility [Line Items]
Repayments of long term debt					$ 21,500,000
Debt					$ 140,000,000
Extension term						1 year
Debt instrument , number of extensions | extension		2				2
Debt instrument, term		1 year
Mortgage loans | Margaritaville Hollywood Beach Resort
Line of Credit Facility [Line Items]
Debt						$ 140,000,000	161,500,000				$ 161,500,000
Basis spread on variable rate		3.75%				3.75%
Stated interest rate						7.04%
Mortgage loans | Estancia La Jolla Hotel & Spa
Line of Credit Facility [Line Items]
Debt						$ 57,497,000	59,485,000			$ 61,700,000
Stated interest rate						5.07%				5.07%
Term Loan 2024 | Unsecured term loans | Subsequent event
Line of Credit Facility [Line Items]
Debt	$ 43,300,000
Series A Notes | Senior unsecured notes
Line of Credit Facility [Line Items]
Debt						$ 0	47,600,000
Stated interest rate						0.00%
Series B Notes | Senior unsecured notes
Line of Credit Facility [Line Items]
Debt						$ 2,400,000	2,400,000
Stated interest rate						4.93%
Fixed Rate Debt
Line of Credit Facility [Line Items]
Estimated fair value of debt						$ 686,300,000	700,500,000
Revolving credit facilities | Unsecured term loans
Line of Credit Facility [Line Items]
Debt						0	0
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans
Line of Credit Facility [Line Items]
Maximum borrowing capacity						650,000,000			$ 650,000,000
Maximum borrowing capacity potential increase (up to)									970,000,000
Debt						$ 0	0
Number of extension periods | extensionOption						2
Extension term						6 months
Remaining borrowing capacity						$ 636,400,000
Stated interest rate						0.00%
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans | Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage						0.20%
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans | Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage						0.30%
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans | SOFR
Line of Credit Facility [Line Items]
Basis spread on variable rate						0.10%
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans | SOFR | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate						1.45%
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans | SOFR | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate						2.50%
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans | Base Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate						0.45%
Revolving credit facilities | Senior unsecured credit facility | Unsecured term loans | Base Rate | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate						1.50%
Revolving credit facilities | PHL unsecured credit facility | Unsecured term loans
Line of Credit Facility [Line Items]
Maximum borrowing capacity						$ 20,000,000
Debt						0	0
Remaining borrowing capacity						20,000,000
Balance of line of credit						$ 0
Stated interest rate						0.00%
Unsecured term loans | Unsecured term loans
Line of Credit Facility [Line Items]
Debt issued									$ 1,380,000,000
Unsecured term loans | Three Term Loans Maturing in October 2024, 2025 and 2027 | Unsecured term loans
Line of Credit Facility [Line Items]
Debt instrument, number of instruments | debtInstrument						3			3
Debt issued						$ 460,000,000			$ 460,000,000
Unsecured term loans | Three Term Loans Maturing in October 2024, 2025 and 2027 | Unsecured term loans | SOFR | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate						1.40%
Unsecured term loans | Three Term Loans Maturing in October 2024, 2025 and 2027 | Unsecured term loans | SOFR | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate						2.45%
Unsecured term loans | Three Term Loans Maturing in October 2024, 2025 and 2027 | Unsecured term loans | Base Rate | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate						0.40%
Unsecured term loans | Three Term Loans Maturing in October 2024, 2025 and 2027 | Unsecured term loans | Base Rate | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate						1.45%
Unsecured term loans | Term Loan 2024 | Unsecured term loans
Line of Credit Facility [Line Items]
Debt						$ 460,000,000	460,000,000
Stated interest rate						5.78%
Unsecured term loans | Term Loan 2024 | Unsecured term loans | Subsequent event
Line of Credit Facility [Line Items]
Debt issued	43,300,000
Repayments of long term debt	60,000,000
Unsecured term loans | Term Loan 2025 | Unsecured term loans
Line of Credit Facility [Line Items]
Debt						$ 460,000,000	460,000,000
Stated interest rate						5.13%
Unsecured term loans | Term Loan 2025 | Unsecured term loans | Subsequent event
Line of Credit Facility [Line Items]
Debt issued	410,000,000
Repayments of long term debt	50,000,000
Unsecured term loans | Term Loan 2027 | Unsecured term loans
Line of Credit Facility [Line Items]
Debt						$ 460,000,000	$ 460,000,000
Stated interest rate						5.61%
Unsecured term loans | Term Loan 2027 | Unsecured term loans | Subsequent event
Line of Credit Facility [Line Items]
Debt issued	460,000,000
Unsecured term loans | Term Loan 2024 Maturing in Jan 2028 | Unsecured term loans | Subsequent event
Line of Credit Facility [Line Items]
Debt issued	$ 356,700,000
Letters of credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity						$ 30,000,000

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Debt - Components of Debt (Details)			3 Months Ended	12 Months Ended
	Jan. 03, 2024 USD ($)	Sep. 07, 2023 extension	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) extensionOption extension	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 13, 2022 USD ($)	Dec. 01, 2021 USD ($)	Sep. 23, 2021 USD ($)	Feb. 28, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Debt				$ 2,329,897,000	$ 2,400,985,000
Unamortized debt premiums, discount and deferred financing costs, net				(10,096,000)	(13,692,000)
Debt, Net				2,319,801,000	2,387,293,000
Repayments of long term debt				211,088,000	1,434,956,000	$ 392,236,000
Unsecured term loans | Term Loan 2024 | Subsequent event
Debt Instrument [Line Items]
Debt	$ 43,300,000
Unsecured term loans | Revolving credit facilities
Debt Instrument [Line Items]
Debt				$ 0	0
Unsecured term loans | Revolving credit facilities | Senior unsecured credit facility
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				0.00%
Debt				$ 0	0
Number of extension periods | extensionOption				2
Extension term				6 months
Unsecured term loans | Revolving credit facilities | PHL unsecured credit facility
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				0.00%
Debt				$ 0	0
Unsecured term loans | Unsecured term loans
Debt Instrument [Line Items]
Debt, Net				$ 1,380,000,000	1,380,000,000
Debt issued							$ 1,380,000,000
Unsecured term loans | Unsecured term loans | Term Loan 2024
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				5.78%
Debt				$ 460,000,000	460,000,000
Unsecured term loans | Unsecured term loans | Term Loan 2024 | Subsequent event
Debt Instrument [Line Items]
Debt issued	43,300,000
Repayments of long term debt	60,000,000
Unsecured term loans | Unsecured term loans | Term Loan 2025
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				5.13%
Debt				$ 460,000,000	460,000,000
Unsecured term loans | Unsecured term loans | Term Loan 2025 | Subsequent event
Debt Instrument [Line Items]
Debt issued	410,000,000
Repayments of long term debt	50,000,000
Unsecured term loans | Unsecured term loans | Term Loan 2027
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				5.61%
Debt				$ 460,000,000	460,000,000
Unsecured term loans | Unsecured term loans | Term Loan 2027 | Subsequent event
Debt Instrument [Line Items]
Debt issued	460,000,000
Unsecured term loans | Unsecured term loans | Term Loan 2024 Maturing in Jan 2028 | Subsequent event
Debt Instrument [Line Items]
Debt issued	$ 356,700,000
Convertible senior notes
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				1.75%							1.75%
Debt				$ 750,000,000	750,000,000
Debt issued										$ 250,000,000	$ 500,000,000
Senior unsecured notes
Debt Instrument [Line Items]
Debt				$ 2,400,000	50,000,000
Senior unsecured notes | Series A Notes
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				0.00%
Debt				$ 0	47,600,000
Senior unsecured notes | Series B Notes
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				4.93%
Debt				$ 2,400,000	2,400,000
Mortgage loans
Debt Instrument [Line Items]
Debt				$ 197,497,000	220,985,000
Mortgage loans | Margaritaville
Debt Instrument [Line Items]
Debt			$ 140,000,000
Extension term				1 year
Debt instrument , number of extensions | extension		2		2
Repayments of long term debt			$ 21,500,000
Mortgage loans | Margaritaville Hollywood Beach Resort
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				7.04%
Debt				$ 140,000,000	161,500,000				$ 161,500,000
Basis spread on variable rate		3.75%		3.75%
Mortgage loans | Estancia La Jolla Hotel & Spa
Debt Instrument [Line Items]
Interest Rate at December 31, 2023				5.07%				5.07%
Debt				$ 57,497,000	$ 59,485,000			$ 61,700,000

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Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Amortization of deferred financing fees, (premiums) and discounts	$ 8,104	$ 16,465	$ 9,741
Other	2,333	3,199	5,672
Total interest expense	115,660	99,988	96,633
Convertible senior notes
Debt Instrument [Line Items]
Interest expense, debt	13,125	13,125	12,662
Senior unsecured notes
Debt Instrument [Line Items]
Interest expense, debt	2,169	2,525	3,562
Mortgage debt
Debt Instrument [Line Items]
Interest expense, debt	14,704	9,788	1,375
Unsecured revolving credit facilities | Unsecured term loans
Debt Instrument [Line Items]
Interest expense, debt	2,074	2,531	2,092
Unsecured term loan facilities | Unsecured term loans
Debt Instrument [Line Items]
Interest expense, debt	$ 73,151	$ 52,355	$ 61,529

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Debt - Future Minimum Principal Payments for Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 461,910
2025	464,592
2026	752,308
2027	462,429
2028	188,658
Total debt principle payments	2,329,897	$ 2,400,985
Deferred financing costs, net	(10,096)
Debt, Net	$ 2,319,801	$ 2,387,293

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Debt - Interest Rate Swaps (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Interest rate swap - January 2023 | Minimum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	0.05%
Interest rate swap - January 2023 | Maximum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	0.07%
Interest rate swap - November 2023 | Minimum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.84%
Interest rate swap - November 2023 | Maximum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.87%
Interest rate swap - January 2024 | Minimum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	2.47%
Interest rate swap - January 2024 | Maximum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	2.50%
Interest Rate Swap One Due October 2025 | Minimum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	3.22%
Interest Rate Swap One Due October 2025 | Maximum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	3.25%
Interest rate swap - February 2026 | Minimum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.33%
Interest rate swap - February 2026 | Maximum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	1.36%
Interest Rate Swap One Due October 2026 | Minimum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	3.02%
Interest Rate Swap One Due October 2026 | Maximum | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	3.03%
Interest rate swap - October 2027 | SOFR
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate	3.29%
Cash flow hedging | Designated as hedging instrument | Interest rate swaps
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	$ 1,155,000,000	$ 1,040,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	0	200,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - November 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	0	250,000,000
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2024
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	300,000,000	300,000,000
Cash flow hedging | Designated as hedging instrument | Interest Rate Swap One Due October 2025
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	200,000,000	0
Cash flow hedging | Designated as hedging instrument | Interest rate swap - February 2026
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	290,000,000	290,000,000
Cash flow hedging | Designated as hedging instrument | Interest Rate Swap One Due October 2026
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	200,000,000	0
Cash flow hedging | Designated as hedging instrument | Interest rate swap - October 2027
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional value	$ 165,000,000	$ 0

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Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Abstract]
Total revenues	$ 1,419,949	$ 1,391,891	$ 733,044
San Diego, CA
Disaggregation of Revenue [Abstract]
Total revenues	307,003	303,701	165,977
Boston, MA
Disaggregation of Revenue [Abstract]
Total revenues	265,964	243,861	124,440
Southern Florida/Georgia
Disaggregation of Revenue [Abstract]
Total revenues	229,851	271,167	166,310
Los Angeles, CA
Disaggregation of Revenue [Abstract]
Total revenues	187,997	168,310	94,275
San Francisco, CA
Disaggregation of Revenue [Abstract]
Total revenues	145,137	116,022	43,601
Portland, OR
Disaggregation of Revenue [Abstract]
Total revenues	78,948	87,625	53,978
Chicago, IL
Disaggregation of Revenue [Abstract]
Total revenues	75,142	68,402	27,279
Washington, D.C.
Disaggregation of Revenue [Abstract]
Total revenues	68,567	51,937	20,630
Seattle, WA
Disaggregation of Revenue [Abstract]
Total revenues	5,551	17,795	7,946
Other
Disaggregation of Revenue [Abstract]
Total revenues	$ 55,789	$ 63,071	$ 28,608

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Equity - Narrative (Details) $ / shares in Units, $ in Thousands						1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 17, 2023 USD ($)	Dec. 27, 2022 USD ($) $ / shares shares	May 11, 2022 shares $ / shares	Aug. 31, 2021 $ / shares	Nov. 30, 2018 shares	Jul. 31, 2021 USD ($) $ / shares shares	May 31, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares vote $ / shares	Dec. 31, 2023 USD ($) shares class vote $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Apr. 29, 2021 USD ($)	Jul. 27, 2017 USD ($)	Feb. 22, 2016 USD ($)
Common Shares
Common shares of beneficial interest, authorized (in shares) | shares								500,000,000	500,000,000	500,000,000
Stock repurchased during period									$ 92,753	$ 70,724	$ 720
Preferred Shares
Preferred shares of beneficial interest, authorized (in shares) | shares								100,000,000	100,000,000	100,000,000
Preferred shares of beneficial interest, par value (in usd per share) | $ / shares								$ 0.01	$ 0.01	$ 0.01
Stock repurchased during period									$ 92,753	$ 70,724	$ 720
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Common unit conversion basis (in shares) | shares								1	1
Common shares of beneficial interest, outstanding (in shares) | shares								120,191,349	120,191,349	126,345,293
LTIP units, outstanding (in shares) | shares								858,484	858,484	727,208
Preferred stock, outstanding (in shares) | shares								27,600,000	27,600,000	28,600,000
LaSalle Hotel Properties | Operating partnership units
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Business acquisition, equity interest issued or issuable, (in shares) | shares					133,605
Operating Partnership
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Common shares of beneficial interest, outstanding (in shares) | shares								16,291	16,291	149,896
Long-Term Incentive Partnership ("LTIP") Units
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Classes of LTIP units | class									2
Awards vested (in shares) | shares								277,136	277,136	127,111
Common Shares
Common Shares
Repurchase of common shares (in shares) | shares									6,578,436	4,609,626	38,310
Stock repurchased during period									$ 65	$ 47	$ 1
Preferred Shares
Repurchase of common shares (in shares) | shares									6,578,436	4,609,626	38,310
Stock repurchased during period									$ 65	$ 47	$ 1
February 2023 and July 2017 Share Repurchase Programs
Common Shares
Repurchase of common shares (in shares) | shares								6,498,901
Stock repurchased during period								$ 91,000
Share repurchased (in dollar per share) | $ / shares								$ 14.01
Preferred Shares
Repurchase of common shares (in shares) | shares								6,498,901
Stock repurchased during period								$ 91,000
Share repurchased (in dollar per share) | $ / shares								$ 14.01
February 2023 Share Repurchase Program
Common Shares
Share repurchase program, authorized amount	$ 150,000
Remaining authorized repurchase amount								$ 146,000	146,000
Stock repurchased during period									4,000
Preferred Shares
Share repurchase program, authorized amount	$ 150,000
Stock repurchased during period									4,000
July 2017 Share Repurchase Program
Common Shares
Share repurchase program, authorized amount													$ 100,000
Remaining authorized repurchase amount								$ 0	0
Stock repurchased during period									87,000
Preferred Shares
Share repurchase program, authorized amount													$ 100,000
Stock repurchased during period									$ 87,000
February 2016 Share Repurchase Program
Common Shares
Share repurchase program, authorized amount														$ 150,000
Remaining authorized repurchase amount										0
Stock repurchased during period										56,600
Preferred Shares
Share repurchase program, authorized amount														$ 150,000
Stock repurchased during period										$ 56,600
At The Market Offering
Common Shares
Shares available for issuance, amount												$ 200,000
Number of shares issued in transaction (in shares) | shares									0
Series G Preferred Stock
Preferred Shares
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares								$ 25.00	$ 25.00
Preferred stock, redemption after change in control									120 days
Share cap ratio on preferred shares on conversion								2.1231	2.1231
Preferred stock, dividend rate, percentage									6.375%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage									6.375%
Preferred stock, outstanding (in shares) | shares								9,200,000	9,200,000	9,200,000
Series G Preferred Stock | February 2023 Share Repurchase Program
Preferred Shares
Preferred stock, dividend rate, percentage	6.375%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage	6.375%
Series G Preferred Stock | Public Stock Offering
Common Shares
Number of shares issued in transaction (in shares) | shares							9,200,000
Preferred Shares
Public offering price (in usd per share) | $ / shares							$ 25.00
Public offering, net proceeds							$ 222,600
Preferred stock, dividend rate, percentage							6.375%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage							6.375%
Series H Preferred Stock
Common Shares
Repurchase of common shares (in shares) | shares		1,000,000
Preferred Shares
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares		$ 16.00						$ 25.00	$ 25.00
Return to preferred shareholders		$ 8,200
Preferred stock, redemption after change in control									120 days
Share cap ratio on preferred shares on conversion								2.2311	2.2311
Preferred stock, dividend rate, percentage		5.70%							5.70%
Repurchase of common shares (in shares) | shares		1,000,000
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage		5.70%							5.70%
Preferred stock, outstanding (in shares) | shares								8,000,000	8,000,000	9,000,000
Series H Preferred Stock | February 2023 Share Repurchase Program
Preferred Shares
Preferred stock, dividend rate, percentage	5.70%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage	5.70%
Series H Preferred Stock | February 2023 Share Repurchase Program | Preferred Shares
Common Shares
Repurchase of common shares (in shares) | shares									1,000,000
Stock repurchased during period									$ 15,800
Share repurchased (in dollar per share) | $ / shares									$ 15.79
Preferred Shares
Repurchase of common shares (in shares) | shares									1,000,000
Stock repurchased during period									$ 15,800
Share repurchased (in dollar per share) | $ / shares									$ 15.79
Series H Preferred Stock | Public Stock Offering
Common Shares
Number of shares issued in transaction (in shares) | shares						10,000,000
Preferred Shares
Public offering price (in usd per share) | $ / shares						$ 25.00
Public offering, net proceeds						$ 242,100
Preferred stock, dividend rate, percentage						5.70%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage						5.70%
Series C Preferred Stock
Preferred Shares
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares				$ 25.00
Preferred shares dividends accrued and unpaid (in usd per share) | $ / shares				$ 0.17
Preferred stock, dividend rate, percentage				6.50%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage				6.50%
Series D Preferred Stock
Preferred Shares
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares				$ 25.00
Preferred shares dividends accrued and unpaid (in usd per share) | $ / shares				$ 0.16
Preferred stock, dividend rate, percentage				6.375%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage				6.375%
Series F Preferred Stock
Preferred Shares
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares								$ 25.00	$ 25.00
Preferred stock, redemption after change in control									120 days
Share cap ratio on preferred shares on conversion								2.0649	2.0649
Preferred stock, dividend rate, percentage									6.30%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage									6.30%
Preferred stock, outstanding (in shares) | shares								6,000,000	6,000,000	6,000,000
Series F Preferred Stock | February 2023 Share Repurchase Program
Preferred Shares
Preferred stock, dividend rate, percentage	6.30%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage	6.30%
Series E Preferred Stock
Preferred Shares
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares								$ 25.00	$ 25.00
Preferred stock, redemption after change in control									120 days
Share cap ratio on preferred shares on conversion								1.9372	1.9372
Preferred stock, dividend rate, percentage									6.375%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage									6.375%
Preferred stock, outstanding (in shares) | shares								4,400,000	4,400,000	4,400,000
Series E Preferred Stock | February 2023 Share Repurchase Program
Preferred Shares
Preferred stock, dividend rate, percentage	6.375%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, dividend rate, percentage	6.375%
Preferred Shares | February 2023 Share Repurchase Program
Common Shares
Share repurchase program, authorized amount	$ 100,000
Remaining authorized repurchase amount								$ 84,200	$ 84,200
Preferred Shares
Share repurchase program, authorized amount	$ 100,000
Series Z Preferred Stock
Preferred Shares
Preferred stock, dividend rate, percentage			6.00%
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Common unit conversion basis (in shares) | shares			1
Preferred stock, dividend rate, percentage			6.00%
Liquidation preference value (in usd per share) | $ / shares			$ 25.00
Series Z Preferred Stock | Operating Partnership
Non-controlling Interest of Common Units and Preferred Units in Operating Partnership
Preferred stock, outstanding (in shares) | shares								3,104,400	3,104,400
Common Shares
Common Shares
Number of votes per share | vote								1	1

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Equity - Common Dividends (Details) - $ / shares	3 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Common Shares
Dividends Payable [Line Items]
Dividend (in usd per share)	$ 0.01	$ 0.01	$ 0.01	$ 0.01

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Equity - Preferred Stock Outstanding and Dividends (Details) - $ / shares		3 Months Ended				12 Months Ended
	Dec. 27, 2022	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, outstanding (in shares)		27,600,000				27,600,000	28,600,000
Series E Cumulative Redeemable Preferred Shares
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage						6.375%
Preferred stock, outstanding (in shares)		4,400,000				4,400,000	4,400,000
Dividend per share/unit (in usd per share)		$ 0.40	$ 0.40	$ 0.40	$ 0.40
Series F Cumulative Redeemable Preferred Shares
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage						6.30%
Preferred stock, outstanding (in shares)		6,000,000				6,000,000	6,000,000
Dividend per share/unit (in usd per share)		$ 0.39	0.39	0.39	0.39
Series G Cumulative Redeemable Preferred Shares, $0.01 par value
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage						6.375%
Preferred stock, outstanding (in shares)		9,200,000				9,200,000	9,200,000
Dividend per share/unit (in usd per share)		$ 0.40	0.40	0.40	0.40
Series H Cumulative Redeemable Preferred Shares, $0.01 par value
Class of Stock [Line Items]
Preferred stock, dividend rate, percentage	5.70%					5.70%
Preferred stock, outstanding (in shares)		8,000,000				8,000,000	9,000,000
Dividend per share/unit (in usd per share)		$ 0.36	$ 0.36	$ 0.36	$ 0.36

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Share-Based Compensation Plan - Narrative (Details) $ / shares in Units, $ in Millions							1 Months Ended			12 Months Ended			36 Months Ended
	Feb. 17, 2023 USD ($) $ / shares shares	May 16, 2022 shares	Feb. 18, 2021 USD ($) $ / shares shares	Feb. 12, 2020 shares	Feb. 13, 2019 shares	Feb. 14, 2018 shares	Jan. 31, 2023 shares	Jan. 31, 2022 shares	Jan. 31, 2021 shares	Dec. 31, 2023 USD ($) class $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2022 performanceCriteria $ / shares shares	Dec. 31, 2021 performanceCriteria $ / shares	Dec. 31, 2020 performanceCriteria $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares available for issuance under the Plan (in shares)										1,499,388
LTIP units, outstanding (in shares)										858,484	727,208		727,208
Service Condition Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $										$ 3.5	$ 3.8	$ 4.1
Total unrecognized compensation expense | $										$ 4.6
Period over which compensation expense is expected to be recognized										1 year 9 months 18 days
Awards granted (in shares)										113,084	143,795	415,531
Fair value of award on grant date (in usd per share) | $ / shares										$ 19.88	$ 21.60	$ 22.53	$ 21.60	$ 22.53	$ 24.94
Awards vested (in shares)										183,721	107,303	81,591
Performance-Based Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $										$ 5.6	$ 4.8	$ 4.9
Total unrecognized compensation expense | $										$ 6.1
Period over which compensation expense is expected to be recognized										1 year 8 months 12 days
Awards granted (in shares)	314,235	175,898	189,348	161,777	126,891	78,918
Awards issued (in shares)							51,686
Number of performance criteria | performanceCriteria													2	2	2
Performance-Based Equity Awards | Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued (in shares)								0	0
Performance-Based Equity Awards | Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards issued (in shares)								0	0
Long-Term Incentive Partnership ("LTIP") Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense | $										$ 3.4	$ 2.8	$ 2.4
Total unrecognized compensation expense | $										$ 7.0
Classes of LTIP units | class										2
Awards vested (in shares)											127,111
Long-Term Incentive Partnership ("LTIP") Class B Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	131,276		600,097
Fair value of award on grant date (in usd per share) | $ / shares	$ 15.04		$ 22.69
Aggregate grant date fair value | $	$ 2.0		$ 13.6
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period										3 years
Minimum | Service Condition Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period										3 years
Minimum | Performance-Based Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares able to be vested, percent	0.00%	0.00%	0.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period										5 years
Maximum | Service Condition Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period										5 years
Maximum | Performance-Based Equity Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares able to be vested, percent	200.00%	200.00%	200.00%

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Share-Based Compensation Plan - Service Condition Restricted Share Activity (Details) - Service Condition Share Awards - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested beginning balance (in shares)	567,317	567,431	242,727
Granted (in shares)	113,084	143,795	415,531
Vested (in shares)	(183,721)	(107,303)	(81,591)
Forfeited (in shares)	(53,131)	(36,606)	(9,236)
Unvested ending balance (in shares)	443,549	567,317	567,431
Weighted-Average Grant Date Fair Value
Unvested beginning balance (in usd per share)	$ 21.60	$ 22.53	$ 24.94
Granted (in usd per share)	15.04	21.72	22.69
Vested (in usd per share)	23.14	26.23	30.41
Forfeited (in usd per share)	16.72	22.80	23.37
Unvested ending balance (in usd per share)	$ 19.88	$ 21.60	$ 22.53

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Share-Based Compensation Plan - Performance-Based Equity Awards, Fair Value Assumptions (Details) - Performance-Based Equity Awards - USD ($) $ in Millions	Feb. 17, 2023	May 16, 2022	Feb. 18, 2021	Feb. 12, 2020	Feb. 13, 2019	Feb. 14, 2018
Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Total Award	70.00%	100.00%	100.00%	100.00%	65.00%	65.00%
Grant Date Fair Value by Component	$ 6.0	$ 5.3	$ 6.0	$ 4.9
Volatility	61.60%	58.70%	56.00%	23.40%
Interest Rate	4.31%	2.72%	0.19%	1.41%
Dividend Yield	0.00%	0.00%	0.00%	0.00%
Absolute TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Total Award	30.00%				35.00%	35.00%
Relative & Absolute TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Date Fair Value by Component					$ 4.5	$ 3.5
Volatility					26.00%	28.00%
Interest Rate					2.52%	2.37%
Dividend Yield					4.20%	4.70%

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Income Taxes - Distributions (Details) - $ / shares		12 Months Ended
	Dec. 15, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Common Shares
Real Estate Investment Trust Distributions [Line Items]
Ordinary non-qualified income (in usd per share)		$ 0.0400	$ 0.0419	$ 0
Ordinary non-qualified income, percent		100.00%	83.80%	0.00%
Qualified dividend (in usd per share)		$ 0	$ 0	$ 0
Qualified dividend, percent		0.00%	0.00%	0.00%
Capital gain (in usd per share)		$ 0	$ 0.0081	$ 0.0128
Capital gain, percent		0.00%	16.20%	32.00%
Return of capital (in usd per share)		$ 0	$ 0	$ 0.0272
Return of capital, percent		0.00%	0.00%	68.00%
Total (in usd per share)		$ 0.0400	$ 0.0500	$ 0.0400
Total, percent		100.00%	100.00%	100.00%
Distributions declared, treated as distributions for taxes in next year (in usd per share)	$ 0.0100
Series C Cumulative Redeemable Preferred Shares
Real Estate Investment Trust Distributions [Line Items]
Ordinary non-qualified income (in usd per share)		$ 0	$ 0	$ 0
Ordinary non-qualified income, percent		0.00%	0.00%	0.00%
Qualified dividend (in usd per share)		$ 0	$ 0	$ 0
Qualified dividend, percent		0.00%	0.00%	0.00%
Capital gain (in usd per share)		$ 0	$ 0	$ 0.1725
Capital gain, percent		0.00%	0.00%	12.45%
Return of capital (in usd per share)		$ 0	$ 0	$ 1.2133
Return of capital, percent		0.00%	0.00%	87.55%
Total (in usd per share)		$ 0	$ 0	$ 1.3858
Total, percent		0.00%	0.00%	100.00%
Series D Cumulative Redeemable Preferred Shares
Real Estate Investment Trust Distributions [Line Items]
Ordinary non-qualified income (in usd per share)		$ 0	$ 0	$ 0
Ordinary non-qualified income, percent		0.00%	0.00%	0.00%
Qualified dividend (in usd per share)		$ 0	$ 0	$ 0
Qualified dividend, percent		0.00%	0.00%	0.00%
Capital gain (in usd per share)		$ 0	$ 0	$ 0.1692
Capital gain, percent		0.00%	0.00%	12.49%
Return of capital (in usd per share)		$ 0	$ 0	$ 1.1855
Return of capital, percent		0.00%	0.00%	87.51%
Total (in usd per share)		$ 0	$ 0	$ 1.3547
Total, percent		0.00%	0.00%	100.00%
Series E Cumulative Redeemable Preferred Shares
Real Estate Investment Trust Distributions [Line Items]
Ordinary non-qualified income (in usd per share)		$ 1.5938	$ 1.6684	$ 0
Ordinary non-qualified income, percent		100.00%	83.75%	0.00%
Qualified dividend (in usd per share)		$ 0	$ 0	$ 0
Qualified dividend, percent		0.00%	0.00%	0.00%
Capital gain (in usd per share)		$ 0	$ 0.3238	$ 0.5118
Capital gain, percent		0.00%	16.25%	32.11%
Return of capital (in usd per share)		$ 0	$ 0	$ 1.0819
Return of capital, percent		0.00%	0.00%	67.89%
Total (in usd per share)		$ 1.5938	$ 1.9922	$ 1.5937
Total, percent		100.00%	100.00%	100.00%
Series F Cumulative Redeemable Preferred Shares
Real Estate Investment Trust Distributions [Line Items]
Ordinary non-qualified income (in usd per share)		$ 1.5750	$ 1.6488	$ 0
Ordinary non-qualified income, percent		100.00%	83.75%	0.00%
Qualified dividend (in usd per share)		$ 0	$ 0	$ 0
Qualified dividend, percent		0.00%	0.00%	0.00%
Capital gain (in usd per share)		$ 0	$ 0.3200	$ 0.5058
Capital gain, percent		0.00%	16.25%	32.11%
Return of capital (in usd per share)		$ 0	$ 0	$ 1.0692
Return of capital, percent		0.00%	0.00%	67.89%
Total (in usd per share)		$ 1.5750	$ 1.9688	$ 1.5750
Total, percent		100.00%	100.00%	100.00%
Series G Cumulative Redeemable Preferred Shares, $0.01 par value
Real Estate Investment Trust Distributions [Line Items]
Ordinary non-qualified income (in usd per share)		$ 1.5938	$ 1.6684	$ 0
Ordinary non-qualified income, percent		100.00%	83.75%	0.00%
Qualified dividend (in usd per share)		$ 0	$ 0	$ 0
Qualified dividend, percent		0.00%	0.00%	0.00%
Capital gain (in usd per share)		$ 0	$ 0.3238	$ 0.5787
Capital gain, percent		0.00%	16.25%	86.00%
Return of capital (in usd per share)		$ 0	$ 0	$ 0.0942
Return of capital, percent		0.00%	0.00%	14.00%
Total (in usd per share)		$ 1.5938	$ 1.9922	$ 0.6729
Total, percent		100.00%	100.00%	100.00%
Series H Cumulative Redeemable Preferred Shares, $0.01 par value
Real Estate Investment Trust Distributions [Line Items]
Ordinary non-qualified income (in usd per share)		$ 1.4250	$ 1.4917	$ 0
Ordinary non-qualified income, percent		100.00%	83.75%	0.00%
Qualified dividend (in usd per share)		$ 0	$ 0	$ 0
Qualified dividend, percent		0.00%	0.00%	0.00%
Capital gain (in usd per share)		$ 0	$ 0.2895	$ 0.2655
Capital gain, percent		0.00%	16.25%	86.01%
Return of capital (in usd per share)		$ 0	$ 0	$ 0.0432
Return of capital, percent		0.00%	0.00%	13.99%
Total (in usd per share)		$ 1.4250	$ 1.7812	$ 0.3087
Total, percent		100.00%	100.00%	100.00%

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Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 237	$ 253	$ 0
Deferred	0	0	0
State and local
Current	418	24	61
Deferred	0	0	0
Income tax expense (benefit), net	$ 655	$ 277	$ 61

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Income Taxes - Reconciliation of Statutory Federal Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal tax expense (benefit)	$ 16,808	$ 17,906	$ (38,251)
State income tax expense (benefit), net of federal tax expense (benefit)	409	4	(6,990)
REIT income not subject to tax	(16,536)	(17,402)	22,235
Change in valuation allowance	973	(495)	23,077
Other	(999)	264	(10)
Income tax expense (benefit), net	$ 655	$ 277	$ 61

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Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax receivable	$ 800
Net operating loss carryover	39,385	$ 38,822
State taxes and other	5,596	3,071
Depreciation	99	193
Total deferred tax asset before valuation allowance	45,080	42,086
Valuation allowance	(45,080)	(42,086)
Deferred tax asset net of valuation allowance	$ 0	$ 0

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Earnings Per Share - Reconciliation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss) attributable to common shareholders	$ (113,270)	$ (124,059)	$ (235,018)
Less: dividends paid on unvested share-based compensation	(41)	(45)	(47)
Net income (loss) available to common stockholders - basic	(113,311)	(124,104)	(235,065)
Net income (loss) available to common stockholders - diluted	$ (113,311)	$ (124,104)	$ (235,065)
Denominator:
Weighted-average number of common shares — basic (in shares)	121,813,042	130,453,944	130,804,354
Weighted-average number of common shares — diluted (in shares)	121,813,042	130,453,944	130,804,354
Net income (loss) per share available to common shareholders — basic (in usd per share)	$ (0.93)	$ (0.95)	$ (1.80)
Net income (loss) per share available to common shareholders — diluted (in usd per share)	$ (0.93)	$ (0.95)	$ (1.80)

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Earnings Per Share - Narrative (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restricted and Performance Based Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,108,816	1,079,474	1,033,747
Convertible Debt Securities
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	29,441,175	29,441,175	29,441,175

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Commitments and Contingencies - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Management Agreements [Line Items]
Terms of management agreements not including renewals	10 years
Terms of management agreements including renewals	29 years
Combined base and incentive management fees	$ 39,300	$ 39,600	$ 18,400
Reserve funds allowed for hotel maintenance from hotel revenue	4.00%
Restricted cash	$ 9,894	$ 11,229
Minimum
Management Agreements [Line Items]
Termination fees range	0
Base management fee from hotel revenues	1.00%
Maximum
Management Agreements [Line Items]
Termination fees range	3
Base management fee from hotel revenues	4.00%

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Commitments and Contingencies - Schedule of Hotel Subject to Leases (Details)	12 Months Ended
	Dec. 31, 2023 extensionOption
Hotel Palomar Los Angeles Beverly Hills
Management Agreements [Line Items]
Term of extension option	5 years
Number of extension options	19
Hotel Zeppelin San Francisco
Management Agreements [Line Items]
Term of extension option	30 years
1 Hotel San Francisco (formerly Hotel Vitale)
Management Agreements [Line Items]
Term of extension option	14 years

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Commitments and Contingencies - Schedule of Components of Ground Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Fixed ground rent	$ 19,133	$ 18,538	$ 16,825
Variable ground rent	20,252	18,931	9,616
Total ground rent	$ 39,385	$ 37,469	$ 26,441

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Commitments and Contingencies - Operating Future Maturity Schedule (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2024	$ 20,606
2025	20,735
2026	21,031
2027	20,983
2028	21,077
Thereafter	1,563,613
Total lease payments	1,668,045
Less: Imputed interest	(1,347,428)
Present value of lease liabilities	$ 320,617	$ 320,402

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Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Non Cash Investing and Financing Information [Line Items]
Interest paid, net of capitalized interest	$ 105,519	$ 82,851	$ 84,453
Interest capitalized	1,825	1,434	1,391
Income taxes paid (refunded)	(2,549)	(2,303)	(258)
Non-Cash Investing and Financing Activities:
Convertible debt discount adjustment	0	0	113,099
Distributions payable on shares/units	11,862	12,218
Issuance of common shares for OP units redemption	3,515	0	0
Change in accrued additions and improvements to hotel properties	65	(2,759)	3,110
Right of use assets obtained in exchange for lease liabilities	0	1,005	65,599
Write-off of fully depreciated building, furniture, fixtures and equipment	7,267	72,532	0
Write-off of fully amortized deferred financing costs	1,199	19,595	6,574
Mortgage loans assumed in connection with acquisition of hotel properties	0	0	223,177
Below (above) market contracts assumed in connection with acquisition of hotel properties	0	0	3,071
Common shares/units
Non-Cash Investing and Financing Activities:
Distributions payable on shares/units	1,261	1,316	1,537
Preferred shares
Non-Cash Investing and Financing Activities:
Distributions payable on shares/units	10,601	10,902	10,219
Common Unit
Non-Cash Investing and Financing Activities:
Issuance of shares/units	0	390	0
Series Z Preferred Stock
Non-Cash Investing and Financing Activities:
Issuance of shares/units	0	77,610	0
Board of Trustees Compensation
Non-Cash Investing and Financing Activities:
Issuance of shares/units	754	738	516
Executive and Employee Bonuses
Non-Cash Investing and Financing Activities:
Issuance of shares/units	$ 0	$ 0	$ 1,446

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Subsequent Events (Details) - Subsequent event	2 Months Ended
	Feb. 21, 2024 $ / shares shares
Subsequent Event [Line Items]
Repurchase of common shares (in shares) | shares	318,269
Share repurchased (in dollar per share) | $ / shares	$ 15.71

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Schedule III - Real Estate and Accumulated Depreciation - Schedule III (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 197,497
Initial Costs, Land	834,544
Initial Costs, Building and Improvements	4,549,725
Initial Costs, Furniture, Fixtures and Equipment	334,796
Costs Capitalized Subsequent to Acquisition	727,217
Gross Amount at End of Year, Land	810,633
Gross Amount at End of Year, Building and Improvements	5,097,075
Gross Amount at End of Year, Furniture, Fixtures and Equipment	538,574
Total	6,446,282	$ 6,729,381	$ 6,766,803	$ 6,459,745
Accumulated Depreciation	1,316,267	$ 1,180,434	$ 1,066,409	$ 898,287
Net Book Value	5,130,015
Deferred financing costs	10,096
Hotel Monaco Washington DC
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Costs, Land	0
Initial Costs, Building and Improvements	60,630
Initial Costs, Furniture, Fixtures and Equipment	2,441
Costs Capitalized Subsequent to Acquisition	23,928
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	79,533
Gross Amount at End of Year, Furniture, Fixtures and Equipment	7,466
Total	86,999
Accumulated Depreciation	35,732
Net Book Value	$ 51,267
Hotel Monaco Washington DC | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Monaco Washington DC | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Skamania Lodge
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	7,130
Initial Costs, Building and Improvements	44,987
Initial Costs, Furniture, Fixtures and Equipment	3,523
Costs Capitalized Subsequent to Acquisition	46,549
Gross Amount at End of Year, Land	11,671
Gross Amount at End of Year, Building and Improvements	79,854
Gross Amount at End of Year, Furniture, Fixtures and Equipment	10,664
Total	102,189
Accumulated Depreciation	32,415
Net Book Value	$ 69,774
Skamania Lodge | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Skamania Lodge | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Le Meridien Delfina Santa Monica
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	18,784
Initial Costs, Building and Improvements	81,580
Initial Costs, Furniture, Fixtures and Equipment	2,295
Costs Capitalized Subsequent to Acquisition	16,158
Gross Amount at End of Year, Land	18,783
Gross Amount at End of Year, Building and Improvements	95,751
Gross Amount at End of Year, Furniture, Fixtures and Equipment	4,283
Total	118,817
Accumulated Depreciation	37,539
Net Book Value	$ 81,278
Le Meridien Delfina Santa Monica | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Le Meridien Delfina Santa Monica | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Argonaut Hotel
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	79,492
Initial Costs, Furniture, Fixtures and Equipment	4,247
Costs Capitalized Subsequent to Acquisition	2,933
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	84,106
Gross Amount at End of Year, Furniture, Fixtures and Equipment	2,566
Total	86,672
Accumulated Depreciation	30,618
Net Book Value	$ 56,054
Argonaut Hotel | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Argonaut Hotel | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
The Westin San Diego Gaslamp Quarter
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	25,537
Initial Costs, Building and Improvements	86,089
Initial Costs, Furniture, Fixtures and Equipment	6,850
Costs Capitalized Subsequent to Acquisition	33,554
Gross Amount at End of Year, Land	25,537
Gross Amount at End of Year, Building and Improvements	117,161
Gross Amount at End of Year, Furniture, Fixtures and Equipment	9,332
Total	152,030
Accumulated Depreciation	46,902
Net Book Value	$ 105,128
The Westin San Diego Gaslamp Quarter | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	1 year
The Westin San Diego Gaslamp Quarter | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Mondrian Los Angeles
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	20,306
Initial Costs, Building and Improvements	110,283
Initial Costs, Furniture, Fixtures and Equipment	6,091
Costs Capitalized Subsequent to Acquisition	25,797
Gross Amount at End of Year, Land	20,306
Gross Amount at End of Year, Building and Improvements	130,134
Gross Amount at End of Year, Furniture, Fixtures and Equipment	12,037
Total	162,477
Accumulated Depreciation	53,163
Net Book Value	$ 109,314
Mondrian Los Angeles | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Mondrian Los Angeles | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
W Boston
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	19,453
Initial Costs, Building and Improvements	63,893
Initial Costs, Furniture, Fixtures and Equipment	5,887
Costs Capitalized Subsequent to Acquisition	20,188
Gross Amount at End of Year, Land	19,453
Gross Amount at End of Year, Building and Improvements	79,243
Gross Amount at End of Year, Furniture, Fixtures and Equipment	10,725
Total	109,421
Accumulated Depreciation	33,881
Net Book Value	$ 75,540
W Boston | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	2 years
W Boston | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Zetta San Francisco
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	7,294
Initial Costs, Building and Improvements	22,166
Initial Costs, Furniture, Fixtures and Equipment	290
Costs Capitalized Subsequent to Acquisition	18,153
Gross Amount at End of Year, Land	7,294
Gross Amount at End of Year, Building and Improvements	35,507
Gross Amount at End of Year, Furniture, Fixtures and Equipment	5,102
Total	47,903
Accumulated Depreciation	16,700
Net Book Value	$ 31,203
Hotel Zetta San Francisco | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Zetta San Francisco | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
W Los Angeles - West Beverly Hills
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	24,403
Initial Costs, Building and Improvements	93,203
Initial Costs, Furniture, Fixtures and Equipment	3,600
Costs Capitalized Subsequent to Acquisition	33,122
Gross Amount at End of Year, Land	24,403
Gross Amount at End of Year, Building and Improvements	119,507
Gross Amount at End of Year, Furniture, Fixtures and Equipment	10,418
Total	154,328
Accumulated Depreciation	49,034
Net Book Value	$ 105,294
W Los Angeles - West Beverly Hills | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
W Los Angeles - West Beverly Hills | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Zelos San Francisco
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	63,430
Initial Costs, Furniture, Fixtures and Equipment	3,780
Costs Capitalized Subsequent to Acquisition	13,834
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	74,993
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,051
Total	81,044
Accumulated Depreciation	28,290
Net Book Value	$ 52,754
Hotel Zelos San Francisco | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Zelos San Francisco | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Embassy Suites San Diego Bay - Downtown
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	20,103
Initial Costs, Building and Improvements	90,162
Initial Costs, Furniture, Fixtures and Equipment	6,881
Costs Capitalized Subsequent to Acquisition	30,249
Gross Amount at End of Year, Land	20,103
Gross Amount at End of Year, Building and Improvements	118,380
Gross Amount at End of Year, Furniture, Fixtures and Equipment	8,912
Total	147,395
Accumulated Depreciation	43,671
Net Book Value	$ 103,724
Embassy Suites San Diego Bay - Downtown | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Embassy Suites San Diego Bay - Downtown | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
The Hotel Zags
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	8,215
Initial Costs, Building and Improvements	37,874
Initial Costs, Furniture, Fixtures and Equipment	1,500
Costs Capitalized Subsequent to Acquisition	(1,876)
Gross Amount at End of Year, Land	5,197
Gross Amount at End of Year, Building and Improvements	37,029
Gross Amount at End of Year, Furniture, Fixtures and Equipment	3,487
Total	45,713
Accumulated Depreciation	15,582
Net Book Value	$ 30,131
The Hotel Zags | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
The Hotel Zags | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Zephyr Fisherman's Wharf
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	116,445
Initial Costs, Furniture, Fixtures and Equipment	3,550
Costs Capitalized Subsequent to Acquisition	42,113
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	153,970
Gross Amount at End of Year, Furniture, Fixtures and Equipment	8,138
Total	162,108
Accumulated Depreciation	55,992
Net Book Value	$ 106,116
Hotel Zephyr Fisherman's Wharf | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Zephyr Fisherman's Wharf | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Zeppelin San Francisco
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	12,561
Initial Costs, Building and Improvements	43,665
Initial Costs, Furniture, Fixtures and Equipment	1,094
Costs Capitalized Subsequent to Acquisition	37,769
Gross Amount at End of Year, Land	12,561
Gross Amount at End of Year, Building and Improvements	76,277
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,251
Total	95,089
Accumulated Depreciation	32,671
Net Book Value	$ 62,418
Hotel Zeppelin San Francisco | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	1 year
Hotel Zeppelin San Francisco | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	45 years
The Nines, a Luxury Collection Hotel, Portland
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	18,493
Initial Costs, Building and Improvements	92,339
Initial Costs, Furniture, Fixtures and Equipment	8,757
Costs Capitalized Subsequent to Acquisition	17,456
Gross Amount at End of Year, Land	18,493
Gross Amount at End of Year, Building and Improvements	101,482
Gross Amount at End of Year, Furniture, Fixtures and Equipment	17,070
Total	137,045
Accumulated Depreciation	39,787
Net Book Value	$ 97,258
The Nines, a Luxury Collection Hotel, Portland | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
The Nines, a Luxury Collection Hotel, Portland | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Palomar Los Angeles Beverly Hills
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	90,675
Initial Costs, Furniture, Fixtures and Equipment	1,500
Costs Capitalized Subsequent to Acquisition	15,243
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	100,806
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,612
Total	107,418
Accumulated Depreciation	31,210
Net Book Value	$ 76,208
Hotel Palomar Los Angeles Beverly Hills | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Palomar Los Angeles Beverly Hills | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Revere Hotel Boston Common
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	41,857
Initial Costs, Building and Improvements	207,817
Initial Costs, Furniture, Fixtures and Equipment	10,596
Costs Capitalized Subsequent to Acquisition	(38,621)
Gross Amount at End of Year, Land	17,367
Gross Amount at End of Year, Building and Improvements	185,057
Gross Amount at End of Year, Furniture, Fixtures and Equipment	19,225
Total	221,649
Accumulated Depreciation	66,793
Net Book Value	$ 154,856
Revere Hotel Boston Common | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Revere Hotel Boston Common | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
LaPlaya Beach Resort & Club
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	112,575
Initial Costs, Building and Improvements	82,117
Initial Costs, Furniture, Fixtures and Equipment	6,733
Costs Capitalized Subsequent to Acquisition	42,732
Gross Amount at End of Year, Land	112,929
Gross Amount at End of Year, Building and Improvements	121,535
Gross Amount at End of Year, Furniture, Fixtures and Equipment	9,693
Total	244,157
Accumulated Depreciation	32,641
Net Book Value	$ 211,516
LaPlaya Beach Resort & Club | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
LaPlaya Beach Resort & Club | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
1 Hotel San Francisco
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	105,693
Initial Costs, Furniture, Fixtures and Equipment	3,896
Costs Capitalized Subsequent to Acquisition	38,786
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	133,840
Gross Amount at End of Year, Furniture, Fixtures and Equipment	14,535
Total	148,375
Accumulated Depreciation	27,391
Net Book Value	$ 120,984
1 Hotel San Francisco | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
1 Hotel San Francisco | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Chaminade Resort & Spa
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	22,590
Initial Costs, Building and Improvements	37,114
Initial Costs, Furniture, Fixtures and Equipment	6,009
Costs Capitalized Subsequent to Acquisition	18,037
Gross Amount at End of Year, Land	22,638
Gross Amount at End of Year, Building and Improvements	52,055
Gross Amount at End of Year, Furniture, Fixtures and Equipment	9,057
Total	83,750
Accumulated Depreciation	16,174
Net Book Value	$ 67,576
Chaminade Resort & Spa | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Chaminade Resort & Spa | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Harbor Court Hotel San Francisco
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	79,009
Initial Costs, Furniture, Fixtures and Equipment	6,190
Costs Capitalized Subsequent to Acquisition	1,932
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	80,156
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,975
Total	87,131
Accumulated Depreciation	15,290
Net Book Value	$ 71,841
Harbor Court Hotel San Francisco | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Harbor Court Hotel San Francisco | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Viceroy Santa Monica Hotel
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	91,442
Initial Costs, Furniture, Fixtures and Equipment	5,257
Costs Capitalized Subsequent to Acquisition	19,194
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	105,213
Gross Amount at End of Year, Furniture, Fixtures and Equipment	10,680
Total	115,893
Accumulated Depreciation	22,252
Net Book Value	$ 93,641
Viceroy Santa Monica Hotel | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Viceroy Santa Monica Hotel | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Le Parc Suite Hotel
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	17,876
Initial Costs, Building and Improvements	65,515
Initial Costs, Furniture, Fixtures and Equipment	2,496
Costs Capitalized Subsequent to Acquisition	13,367
Gross Amount at End of Year, Land	17,902
Gross Amount at End of Year, Building and Improvements	74,999
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,353
Total	99,254
Accumulated Depreciation	15,744
Net Book Value	$ 83,510
Le Parc Suite Hotel | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Le Parc Suite Hotel | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Montrose West Hollywood
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	16,842
Initial Costs, Building and Improvements	58,729
Initial Costs, Furniture, Fixtures and Equipment	6,499
Costs Capitalized Subsequent to Acquisition	2,863
Gross Amount at End of Year, Land	16,842
Gross Amount at End of Year, Building and Improvements	60,104
Gross Amount at End of Year, Furniture, Fixtures and Equipment	7,987
Total	84,933
Accumulated Depreciation	13,304
Net Book Value	$ 71,629
Montrose West Hollywood | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Montrose West Hollywood | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Chamberlain West Hollywood Hotel
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	14,462
Initial Costs, Building and Improvements	43,157
Initial Costs, Furniture, Fixtures and Equipment	5,983
Costs Capitalized Subsequent to Acquisition	2,200
Gross Amount at End of Year, Land	14,481
Gross Amount at End of Year, Building and Improvements	44,519
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,802
Total	65,802
Accumulated Depreciation	10,601
Net Book Value	$ 55,201
Chamberlain West Hollywood Hotel | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Chamberlain West Hollywood Hotel | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Ziggy
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	12,440
Initial Costs, Building and Improvements	36,932
Initial Costs, Furniture, Fixtures and Equipment	3,951
Costs Capitalized Subsequent to Acquisition	7,264
Gross Amount at End of Year, Land	12,440
Gross Amount at End of Year, Building and Improvements	42,229
Gross Amount at End of Year, Furniture, Fixtures and Equipment	5,918
Total	60,587
Accumulated Depreciation	10,375
Net Book Value	$ 50,212
Hotel Ziggy | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Ziggy | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
The Westin Copley Place, Boston
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	291,754
Initial Costs, Furniture, Fixtures and Equipment	35,780
Costs Capitalized Subsequent to Acquisition	16,227
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	304,255
Gross Amount at End of Year, Furniture, Fixtures and Equipment	39,506
Total	343,761
Accumulated Depreciation	65,970
Net Book Value	$ 277,791
The Westin Copley Place, Boston | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
The Westin Copley Place, Boston | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
The Liberty, a Luxury Collection Hotel, Boston
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	195,797
Initial Costs, Furniture, Fixtures and Equipment	15,126
Costs Capitalized Subsequent to Acquisition	6,972
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	200,521
Gross Amount at End of Year, Furniture, Fixtures and Equipment	17,374
Total	217,895
Accumulated Depreciation	37,773
Net Book Value	$ 180,122
The Liberty, a Luxury Collection Hotel, Boston | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
The Liberty, a Luxury Collection Hotel, Boston | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hyatt Regency Boston Harbor
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	122,344
Initial Costs, Furniture, Fixtures and Equipment	6,862
Costs Capitalized Subsequent to Acquisition	9,355
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	130,282
Gross Amount at End of Year, Furniture, Fixtures and Equipment	8,279
Total	138,561
Accumulated Depreciation	24,857
Net Book Value	$ 113,704
Hyatt Regency Boston Harbor | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hyatt Regency Boston Harbor | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
George Hotel
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	15,373
Initial Costs, Building and Improvements	65,529
Initial Costs, Furniture, Fixtures and Equipment	4,489
Costs Capitalized Subsequent to Acquisition	1,058
Gross Amount at End of Year, Land	15,373
Gross Amount at End of Year, Building and Improvements	66,122
Gross Amount at End of Year, Furniture, Fixtures and Equipment	4,954
Total	86,449
Accumulated Depreciation	13,044
Net Book Value	$ 73,405
George Hotel | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
George Hotel | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Viceroy Washington DC
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	18,686
Initial Costs, Building and Improvements	60,927
Initial Costs, Furniture, Fixtures and Equipment	2,838
Costs Capitalized Subsequent to Acquisition	(5,467)
Gross Amount at End of Year, Land	14,035
Gross Amount at End of Year, Building and Improvements	56,527
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,422
Total	76,984
Accumulated Depreciation	14,507
Net Book Value	$ 62,477
Viceroy Washington DC | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Viceroy Washington DC | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Zena Washington DC
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	19,035
Initial Costs, Building and Improvements	60,402
Initial Costs, Furniture, Fixtures and Equipment	2,066
Costs Capitalized Subsequent to Acquisition	28,947
Gross Amount at End of Year, Land	19,035
Gross Amount at End of Year, Building and Improvements	85,366
Gross Amount at End of Year, Furniture, Fixtures and Equipment	6,049
Total	110,450
Accumulated Depreciation	17,083
Net Book Value	$ 93,367
Hotel Zena Washington DC | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Zena Washington DC | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Paradise Point Resort & Spa
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	199,304
Initial Costs, Furniture, Fixtures and Equipment	22,032
Costs Capitalized Subsequent to Acquisition	16,194
Gross Amount at End of Year, Land	236
Gross Amount at End of Year, Building and Improvements	208,661
Gross Amount at End of Year, Furniture, Fixtures and Equipment	28,633
Total	237,530
Accumulated Depreciation	46,592
Net Book Value	$ 190,938
Paradise Point Resort & Spa | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Paradise Point Resort & Spa | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hilton San Diego Gaslamp Quarter
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	33,017
Initial Costs, Building and Improvements	131,926
Initial Costs, Furniture, Fixtures and Equipment	7,741
Costs Capitalized Subsequent to Acquisition	26,081
Gross Amount at End of Year, Land	33,017
Gross Amount at End of Year, Building and Improvements	152,059
Gross Amount at End of Year, Furniture, Fixtures and Equipment	13,689
Total	198,765
Accumulated Depreciation	27,789
Net Book Value	$ 170,976
Hilton San Diego Gaslamp Quarter | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hilton San Diego Gaslamp Quarter | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Margaritaville Hotel San Diego Gaslamp Quarter
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	74,768
Initial Costs, Furniture, Fixtures and Equipment	8,830
Costs Capitalized Subsequent to Acquisition	56,689
Gross Amount at End of Year, Land	23,472
Gross Amount at End of Year, Building and Improvements	97,702
Gross Amount at End of Year, Furniture, Fixtures and Equipment	19,113
Total	140,287
Accumulated Depreciation	22,903
Net Book Value	$ 117,384
Margaritaville Hotel San Diego Gaslamp Quarter | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Margaritaville Hotel San Diego Gaslamp Quarter | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
L'Auberge Del Mar
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	33,304
Initial Costs, Building and Improvements	92,297
Initial Costs, Furniture, Fixtures and Equipment	5,393
Costs Capitalized Subsequent to Acquisition	15,285
Gross Amount at End of Year, Land	33,316
Gross Amount at End of Year, Building and Improvements	103,565
Gross Amount at End of Year, Furniture, Fixtures and Equipment	9,398
Total	146,279
Accumulated Depreciation	19,899
Net Book Value	$ 126,380
L'Auberge Del Mar | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
L'Auberge Del Mar | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
San Diego Mission Bay Resort
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	80,733
Initial Costs, Furniture, Fixtures and Equipment	9,458
Costs Capitalized Subsequent to Acquisition	28,234
Gross Amount at End of Year, Land	95
Gross Amount at End of Year, Building and Improvements	100,399
Gross Amount at End of Year, Furniture, Fixtures and Equipment	17,931
Total	118,425
Accumulated Depreciation	29,141
Net Book Value	$ 89,284
San Diego Mission Bay Resort | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
San Diego Mission Bay Resort | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Southernmost Beach Resort
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	90,396
Initial Costs, Building and Improvements	253,954
Initial Costs, Furniture, Fixtures and Equipment	8,676
Costs Capitalized Subsequent to Acquisition	37,903
Gross Amount at End of Year, Land	91,859
Gross Amount at End of Year, Building and Improvements	280,837
Gross Amount at End of Year, Furniture, Fixtures and Equipment	18,233
Total	390,929
Accumulated Depreciation	46,767
Net Book Value	$ 344,162
Southernmost Beach Resort | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Southernmost Beach Resort | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
The Marker Key West Harbor Resort
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	25,463
Initial Costs, Building and Improvements	66,903
Initial Costs, Furniture, Fixtures and Equipment	2,486
Costs Capitalized Subsequent to Acquisition	1,633
Gross Amount at End of Year, Land	25,463
Gross Amount at End of Year, Building and Improvements	67,200
Gross Amount at End of Year, Furniture, Fixtures and Equipment	3,822
Total	96,485
Accumulated Depreciation	12,614
Net Book Value	$ 83,871
The Marker Key West Harbor Resort | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
The Marker Key West Harbor Resort | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Hotel Chicago Downtown, Autograph Collection
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	39,576
Initial Costs, Building and Improvements	114,014
Initial Costs, Furniture, Fixtures and Equipment	7,608
Costs Capitalized Subsequent to Acquisition	(55,897)
Gross Amount at End of Year, Land	25,181
Gross Amount at End of Year, Building and Improvements	71,541
Gross Amount at End of Year, Furniture, Fixtures and Equipment	8,579
Total	105,301
Accumulated Depreciation	17,347
Net Book Value	$ 87,954
Hotel Chicago Downtown, Autograph Collection | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Hotel Chicago Downtown, Autograph Collection | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
The Westin Michigan Avenue Chicago
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	44,983
Initial Costs, Building and Improvements	103,160
Initial Costs, Furniture, Fixtures and Equipment	23,744
Costs Capitalized Subsequent to Acquisition	(14,645)
Gross Amount at End of Year, Land	37,123
Gross Amount at End of Year, Building and Improvements	94,197
Gross Amount at End of Year, Furniture, Fixtures and Equipment	25,922
Total	157,242
Accumulated Depreciation	30,932
Net Book Value	$ 126,310
The Westin Michigan Avenue Chicago | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
The Westin Michigan Avenue Chicago | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Jekyll Island Club Resort
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	0
Initial Costs, Building and Improvements	88,912
Initial Costs, Furniture, Fixtures and Equipment	5,031
Costs Capitalized Subsequent to Acquisition	21,281
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	102,975
Gross Amount at End of Year, Furniture, Fixtures and Equipment	12,249
Total	115,224
Accumulated Depreciation	14,314
Net Book Value	$ 100,910
Jekyll Island Club Resort | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	2 years
Jekyll Island Club Resort | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Margaritaville Hollywood Beach Resort
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 140,000
Initial Costs, Land	0
Initial Costs, Building and Improvements	244,230
Initial Costs, Furniture, Fixtures and Equipment	22,288
Costs Capitalized Subsequent to Acquisition	7,899
Gross Amount at End of Year, Land	0
Gross Amount at End of Year, Building and Improvements	248,537
Gross Amount at End of Year, Furniture, Fixtures and Equipment	25,880
Total	274,417
Accumulated Depreciation	25,822
Net Book Value	248,595
Deferred financing costs	$ 2,100
Margaritaville Hollywood Beach Resort | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Margaritaville Hollywood Beach Resort | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Estancia La Jolla Hotel & Spa
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 57,497
Initial Costs, Land	0
Initial Costs, Building and Improvements	104,280
Initial Costs, Furniture, Fixtures and Equipment	3,646
Costs Capitalized Subsequent to Acquisition	22,826
Gross Amount at End of Year, Land	237
Gross Amount at End of Year, Building and Improvements	119,610
Gross Amount at End of Year, Furniture, Fixtures and Equipment	10,905
Total	130,752
Accumulated Depreciation	11,696
Net Book Value	119,056
Unamortized discount	$ 200
Estancia La Jolla Hotel & Spa | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	2 years
Estancia La Jolla Hotel & Spa | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Inn on Fifth
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	50,503
Initial Costs, Building and Improvements	95,826
Initial Costs, Furniture, Fixtures and Equipment	7,989
Costs Capitalized Subsequent to Acquisition	1,841
Gross Amount at End of Year, Land	50,503
Gross Amount at End of Year, Building and Improvements	96,937
Gross Amount at End of Year, Furniture, Fixtures and Equipment	8,719
Total	156,159
Accumulated Depreciation	6,885
Net Book Value	$ 149,274
Inn on Fifth | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Inn on Fifth | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years
Newport Harbor Island Resort
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 0
Initial Costs, Land	43,287
Initial Costs, Building and Improvements	118,227
Initial Costs, Furniture, Fixtures and Equipment	12,817
Costs Capitalized Subsequent to Acquisition	21,877
Gross Amount at End of Year, Land	43,288
Gross Amount at End of Year, Building and Improvements	126,342
Gross Amount at End of Year, Furniture, Fixtures and Equipment	26,578
Total	196,208
Accumulated Depreciation	16,580
Net Book Value	$ 179,628
Newport Harbor Island Resort | Minimum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	3 years
Newport Harbor Island Resort | Maximum
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Depreciation Life	40 years

XML

Schedule III - Real Estate and Accumulated Depreciation - Reconciliation of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Real Estate:
Beginning balance	$ 6,729,381	$ 6,766,803	$ 6,459,745
Acquisitions		331,249	488,447
Capital expenditures	188,520	105,626	86,936
Disposal of Assets	(400,705)	(359,083)	(253,469)
Other	(70,914)	(115,214)	(14,856)
Ending balance	6,446,282	6,729,381	6,766,803
Reconciliation of Accumulated Depreciation:
Beginning balance	1,180,434	1,066,409	898,287
Depreciation	239,422	238,278	223,225
Disposal of Assets	(103,589)	(124,253)	(55,103)
Ending balance	1,316,267	$ 1,180,434	$ 1,066,409
Aggregate cost of properties for federal income tax purposes	$ 6,000,000