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Stockholders' Equity
12 Months Ended
Dec. 31, 2025
Stockholders' Equity  
Stockholders' Equity

Note 8 - Stockholders’ Equity

Under the Company’s charter, the total number of shares of common stock authorized for issuance is 248,125,000, consisting of 55,500,000 K Shares, 55,500,000 K-I Shares, 116,000,000 K-T Shares, 21,000,000 A Shares, and 125,000 B Shares, with a par value of $0.01 per share.

The Company’s K Shares, K-I Shares and K-T Shares entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote and to receive distributions as authorized by the Company’s board of directors. Holders of K Shares, K-I Shares and K-T Shares will be entitled to receive cumulative cash distributions on each share at the rate of 7.0% per annum of each share’s distribution base. Prior to March 31, 2020, distributions accrued at the rate of 6.0% per annum of each share’s distribution base. The distribution base will initially be $10.00 per K Share, $10.00 per K-I Share and $10.00 per K-T Share and will be reduced for distributions that the board of directors declares and pays out of net sales proceeds from the sale or disposition of assets to the extent such distributions are not used to pay accumulated, accrued, and unpaid dividends on such K Shares, K-I Shares, and K-T Shares.

K Shares, K-I Shares and K-T Shares will rank, on a pro rata basis, senior to all other classes of stock with respect to distribution rights and rights upon the Company’s liquidation. In certain situations (other than upon liquidation), the Company may have excess cash available for distribution and the board of directors may authorize special distributions in which case the holders of K Shares, K-I Shares and K-T Shares would receive 50% of any such excess cash. Holders of K Shares, K-I Shares and K-T Shares would also generally be entitled to receive 50% of any remaining liquidation cash pro rata based on the number of K Shares, K-I Shares and K-T Shares outstanding.

A Shares entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote and to receive distributions and other distributions of excess cash as authorized by the Company’s board of directors. Following the payment of all accumulated, accrued and unpaid distributions on K Shares, K-I Shares and K-T Shares and payment of any accrued asset management fees (and any interest thereon), each A Share will be entitled to receive distributions at a rate not to exceed 7.0% of the stated value of $10.00 per share from income and cash flow from ordinary operations on a cumulative basis. In certain situations (other than upon liquidation), the Company may have excess cash available for distribution and the board of directors may authorize special distributions in which case the holders of A Shares will receive 37.5% of any such excess cash on a pro rata basis. A Shares would also generally be entitled to receive 37.5% of any remaining liquidation cash pro rata based on the number of A Shares outstanding.

B Shares will have no voting rights, other than the right to vote on and approve any further issuances of an increase of the authorized number of B Shares. In addition, if the Company were to list any shares of its common stock on a national securities exchange, the Company will repurchase its B Shares in accordance with its charter. Holders of B Shares are not entitled to distributions; however, in certain situations (other than upon liquidation) the Company may have excess cash available for distribution and the board of directors may authorize special distributions in which case the holders of B Shares would receive 12.5% of any such excess cash on a pro rata basis. Holders of B Shares would also generally be entitled to receive 12.5% of any remaining liquidation cash pro rata based on the number of B Shares outstanding.

At the termination of the Private Offering, the Company had issued 1,253,618 K Shares and 23,000 A Shares to unaffiliated investors, resulting in receipt of gross proceeds of $12,398,660 from K Share issuances and $230,000 from A Share issuances. A Shares sold to unaffiliated investors were issued as part of

a Unit. As of December 31, 2025, under the Public Offering, the Company had issued 2,787,944 K Shares, 1,287,644 K-I Shares, and 60,008 K-T Shares to unaffiliated investors, resulting in receipt of gross proceeds of $26,939,836 from K Share issuances, $11,274,927 from K-I Share issuances, and $585,400 from K-T Share issuances. As of December 31, 2025, the Company had issued 241,325 K Shares, 170,953 K-I Shares and 7,676 K-T Shares pursuant to the DRIP, resulting in gross proceeds pursuant to the DRIP of $2,354,795, $1,674,082 and $72,561 respectively. As of December 31, 2025, the Company had issued 1,750 restricted K Shares to each of the Company’s three independent directors for a total of 5,250 restricted K Shares in connection with the Company’s long-term incentive plan, as described below.

As of December 31, 2025, the Company had issued 428,410 A Shares to THR, an affiliate of PHA, for aggregate proceeds of $4,284,095, or $10.00 per share. In addition, the Company issued 130,000 additional A Shares to THR in exchange for notes receivable, payable to the Company upon demand. The note receivable from THR was reduced for amounts reimbursed to PHA by the Company for certain costs incurred on the Company’s behalf with no remaining receivable balance as of December 31, 2019. In addition, on September 29, 2016, the Company issued 125,000 B shares to S2K Servicing LLC.

During the year ended December 31, 2025 pursuant to the DRIP, the Company issued 46,686 K Shares at a price of $9.66 per K Share for aggregate gross proceeds of $450,988 and 38,353 K-I Shares at a price of $9.66 per K-I Share for aggregate gross proceeds of $370,492.

As of December 31, 2025, pursuant to Section 5.2.7 of the Company’s charter, 65,694 K-T shares converted to 66,225 K shares.

On February 27, 2020, as partial consideration for the Company’s acquisition of the Hilton Garden Inn Providence, the Operating Partnership issued 128,124 Class K OP Units valued at $10.00 per Class K OP Unit. Such issuance represents a total investment of $1,281,244 in Class K OP Units of the Operating Partnership. Individuals with direct or indirect interests in the sellers of the Hilton Garden Inn Providence who are direct or indirect owners of the Company’s Sponsor and PHA received only Class K OP Units and no cash as consideration.

In response to adverse effects of the COVID-19 pandemic, the Company’s board of directors unanimously approved the temporary suspension of (i) the sale of K Shares, K-I Shares and K-T Shares in the Public Offering, effective as of April 7, 2020 and (ii) the operation of the DRIP, effective as of April 17, 2020. On June 10, 2020, the Company’s board of directors unanimously approved the resumption of the acceptance of subscriptions and the resumption of the operation of the DRIP.

PHA was obligated to purchase sufficient A Shares to fund payment of O&O Costs associated with the Private Offering and the Public Offering and also to account for the difference between the applicable NAV per K-I Share and the applicable offering price per K-I Share and any amount equal to any discount to the applicable offering price of K Shares, K-I Shares and K-T Shares (excluding volume discounts). PHA’s obligation can be fulfilled by its affiliates, including the Sponsor or entities affiliated with the Sponsor.

The Company paid the Dealer Manager, as dealer manager of the Private Offering, selling commissions of up to 7% of the gross offering proceeds from the sale of K Shares and Units in the Private Offering. The Dealer Manager re-allowed all selling commissions to participating broker-dealers. The Company also paid the Dealer Manager a dealer manager fee of up to 3% of the gross offering proceeds from the sale of K Shares and Units. The Dealer Manager could re-allow a portion of its dealer manager fees to participating broker-

dealers. Selling commissions and dealer manager fees were paid with proceeds from the sale of A Shares to PHA or its affiliates. There were no selling commissions or dealer manager fees payable on account of shares of any class purchased by PHA, S2K Servicing LLC, or their affiliates. As of December 31, 2025, the Company recognized $1,058,501 of selling commissions and dealer manager fees in connection with the Private Offering.

The Company paid the Dealer Manager selling commissions of up to 7% of the gross offering proceeds from the sale of K Shares and selling commissions of up to 3% of the gross offering proceeds from the sale of K-T Shares in the primary portion of the Public Offering. No selling commissions were payable in connection with the sale of K-I Shares. The Dealer Manager was able to re-allow all selling commissions to participating broker-dealers. The Company also paid the Dealer Manager a dealer manager fee of up to 3% of the gross offering proceeds from the sale of K Shares, K-I Shares and K-T Shares sold in the primary portion of the Public Offering. The Dealer Manager allowed a portion of its dealer manager fees to participating broker-dealers. Selling commission and dealer manager fees were generally paid with proceeds from the sale of A Shares to PHA or its affiliates. There were no selling commissions or dealer manager fees payable on account of shares of any class purchased by PHA, S2K Servicing LLC, or any K Shares, K-I Shares and K-T Shares sold pursuant to the DRIP. The selling commissions and dealer manager fees may have been reduced or waived in connection with certain categories of sales. As of December 31, 2025, the Company recognized $2,986,465 of selling commissions and dealer manager fees in connection with the Public Offering. There have been no additional selling commissions and dealer manager fees in connection with the Public Offering since 2021.

The Company also pays the Dealer Manager with respect to each K-T Share sold in the primary portion of the Public Offering, a stockholder servicing fee equal to 1%, annualized, of the amount of the Company’s estimated NAV per K-T Share for each K-T Share purchased in the primary portion of the Public Offering, for providing services to a holder of K-T Shares. The stockholder servicing fee accrues daily and is payable monthly in arrears. The Dealer Manager will reallow all or a portion of the stockholder servicing fee to participating broker-dealers and servicing broker-dealers. The Company will cease paying the stockholder servicing fee with respect to K-T Shares sold in the primary portion of the Public Offering in accordance with the terms set forth in the prospectus portion of the Registration Statement. As of December 31, 2025, the Company recognized $17,631 of stockholder servicing fees with respect to K-T Shares sold in the primary portion of the Public Offering.

If the Company’s board of directors determines, in any year, that the Company has excess cash, the Company’s board of directors will declare a special distribution entitling (a) the holders of K Shares, K-I Shares, K-T Shares to share, pro rata in accordance with the number of K Shares, K-I Shares and K-T Shares, 50% of such excess cash (or 87.5% of such excess cash if the A Shares have been repurchased in connection with a Non-cause Advisory Agreement Termination); (b) the holders of B Shares to share, pro rata in accordance with the number of B Shares, 12.5% of excess cash; and (c) the holders of A Shares (including PHA or its affiliates) to shares, pro rata in accordance with the number of A Shares, 37.5% of such excess cash (unless all such A Shares previously have been repurchased in connection with a Non-cause Advisory Agreement Termination, in which case the excess cash otherwise apportioned to the A Shares would be distributed to the holders of the K Shares, K-I Shares and K-T Shares as noted above).

Upon a liquidation event, any remaining liquidation cash will be paid as a special distribution (a) to the holders of K Shares, K-I Shares and K-T Shares, pro rata in accordance with the number of K Shares, K-I Shares and K-T Shares, 50% of such excess cash (or 87.5% of such excess cash if the A Shares have been

repurchased in connection with a Non-cause Advisory Agreement Termination); (b) to the holders of B Shares, pro rata in accordance with the number of B Shares, 12.5% of excess cash; and (c) to the holders of A Shares (including PHA or its affiliates), pro rata in accordance with the number of A Shares, 37.5% of such excess cash (unless all such A Shares previously have been repurchased in connection with a Non-cause Advisory Agreement Termination, in which case the excess cash otherwise apportioned to the A Shares would be distributed to the holders of the K Shares, K-I Shares and K-T Shares as noted above).

The Company established a long-term incentive plan pursuant to which the Company’s board of directors (including independent directors), officer and employees, PHA and its affiliates and their respective employees, employees of entities that provide services to the Company, managers of the Company’s advisor or directors or managers of entities that provide services to the Company and their respective employees, certain of the Company’s consultants and certain consultants to PHA and its affiliates or entities that provide services to the Company and their respective employees may be granted incentive awards in the form of restricted stock, options, and other equity-based awards.

In accordance with the Company’s long-term incentive plan, each new independent director that joins the Company’s board of directors is awarded 250 restricted K Shares in connection to his or her initial election to the board of directors. In addition, in connection with an independent director’s re-election to the Company’s board of directors at each annual meeting of stockholders, he or she will receive an additional 250 restricted K Shares. Restricted K Shares issued to independent directors will vest in equal amounts annually over a four-year period on and following the first anniversary of the date of grant in increments of 25% per annum; provided, however, that the restricted K Shares will become fully vested on the earlier to occur of (1) the termination of the independent director’s service as a director due to his or her death or disability, or (2) a change in control of the Company. On February 11, 2019, the Company issued 500 restricted K Shares to each of the Company’s three independent directors for a total of 1,500 restricted K Shares. These awards were in relation to their initial election to the board of directors and their re-election. An additional 250 restricted K Shares were awarded to each independent director upon his or her re-election at the Company’s annual meetings of stockholders on July 11, 2019, November 17, 2020, November 10, 2021, December 22, 2022, December 22, 2023, January 17, 2025, and January 20, 2026, respectively.

Share Repurchase Program and Redeemable Common Stock

The Company’s share repurchase program may provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to the Company, subject to restrictions and applicable law. The Company is not required to repurchase shares. The share repurchase program is only intended to provide interim liquidity to stockholders until a liquidity event occurs, such as the commencement of execution on a plan of liquidation, the listing of the K Shares, K-I Shares or K-T Shares (or successor security) on a national securities exchange, or the Company’s merger with a listed company. The Company cannot guarantee that a liquidity event will occur.

On October 26, 2018, the Company’s board of directors approved and adopted the Amended and Restated Share Repurchase Program (the “A&R SRP”). The A&R SRP provides that the Company will not repurchase in excess of 5.0% of the weighted average number of K Shares, K-I Shares and K-T Shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which repurchases are being paid (provided, however, that while shares subject to a repurchase requested upon the death of a stockholder will be included in calculating the maximum number of shares that may be repurchased, shares subject to a

repurchase requested upon the death of a stockholder will not be subject to the percentage cap). The A&R SRP also provides that the Company will limit repurchases to the net proceeds received pursuant to the DRIP. Additionally, in the event that any stockholder fails to maintain a minimum balance of $2,000 of K Shares, K-I Shares or K-T Shares, the Company may repurchase all of the shares held by that stockholder at the per share repurchase price in effect on the date the Company determines that the stockholder has failed to meet the minimum balance, less any applicable repurchase discount. Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in the Company’s estimated NAV per share.

In addition, the Company’s repurchase of any shares will be limited to the extent that the Company does not have, as determined in the Company’s board of directors’ discretion, sufficient funds available to fund any such repurchase. Most of the Company’s assets will consist of properties which cannot be readily liquidated without affecting the Company’s ability to realize full value upon their disposition. Therefore, the Company may not have sufficient liquid resources to satisfy all repurchase requests. In addition, the Company’s board of directors may amend, suspend (in whole or in part) or terminate the A&R SRP at any time upon 30 days’ notice to stockholders. Further, the Company’s board of directors reserves the right, in its sole discretion, to reject any requests for repurchases.

In the event the Company cannot repurchase all shares presented for repurchase in any fiscal quarter, based upon insufficient cash available and/or the limit on the number of shares it may repurchase, the Company would give first priority to the repurchase of deceased stockholders’ shares. The Company would next give priority to (i) requests of stockholders with “qualifying disabilities” (as defined in the A&R SRP), and in the discretion of the Company’s board of directors, stockholders with another involuntary exigent circumstance, such as bankruptcy, and (ii) next, to requests for full repurchases of accounts with a balance of 100 or less shares at the time the Company receives the request, in order to reduce the expense of maintaining small accounts. Thereafter, the Company will honor the remaining quarterly repurchase requests on a pro-rata basis. Unfulfilled requests will be carried over automatically to subsequent repurchase periods unless a stockholder withdraws a request pursuant to the terms of the A&R SRP.

Repurchases of K Shares, K-I Shares and K-T Shares will be made quarterly upon written request to the Company at least 15 days prior to the end of the applicable quarter. Valid repurchase requests will be honored approximately 45 days following the end of the applicable quarter (the “Repurchase Date”). Stockholders may withdraw their repurchase request at any time up to five business days prior to the Repurchase Date.

No shares can be repurchased under the Company’s A&R SRP until after the first anniversary of the date of purchase of such shares; provided, however, that this holding period shall not apply to repurchases requested within two years after the death or disability of a stockholder. Additionally, any shares purchased pursuant to the Company’s DRIP will be excluded from the one-year holding requirement. For stockholders that have made more than one purchase of K Shares, K-I Shares or K-T Shares in the Public Offering and/or Private Offering, the one-year holding period will be calculated separately with respect to each such purchase. Repurchases of K Shares, K-I Shares and K-T Shares, when requested, are at the Company’s sole discretion and generally will be made quarterly. Shares repurchased under the A&R SRP program will become unissued shares and will not be resold unless such sales are made pursuant to transactions that are registered or exempt

from registration under applicable securities laws. The Company will not pay its Sponsor, board of directors, PHA or their affiliates any fees to complete transactions under the A&R SRP.

The per share repurchase price will depend on the length of time the stockholder has held such shares as follows:

Share Purchase Anniversary

  ​ ​ ​

Repurchase Price on Repurchase Date

Less than 1 year

 

No Repurchase Allowed

1 year

 

92.5% of most recent estimated per share NAV

2 years

 

95.0% of most recent estimated per share NAV

3 years

 

97.5% of most recent estimated per share NAV

4 years

 

100.0% of most recent estimated per share NAV

In the event of a stockholder’s death or disability

 

100.0% of most recent estimated per share NAV

Notwithstanding the foregoing, pursuant to securities laws and regulations, at any time the Company is engaged in an offering, the repurchase amount shall never be more than the current offering price of such shares. Shares repurchased in connection with a stockholder’s bankruptcy or other exigent circumstance, in the sole discretion of the Company’s board of directors, within one year from the purchase date will be repurchased at a price per share equal to the price per share the Company would pay had the stockholder held the shares for one year from the purchase date.

The purchase price for repurchased shares will be adjusted for any stock dividends, combinations, splits, recapitalizations, or similar corporate actions with respect to the Company’s common stock. If the Company has sold any properties and have made one or more special distributions to stockholders of all or a portion of the net proceeds from such sales, the per share repurchase price will be reduced by the net sale proceeds per share distributed to stockholders prior to the Repurchase Date to the extent such distributions are not used to pay accumulated, accrued and unpaid distributions on such K Shares, K-I Shares and K-T Shares. The Company’s board of directors will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While the Company’s board of directors does not have specific criteria for determining a special distribution, the Company expects that a special distribution will occur only upon the sale of a property and the subsequent distribution of net sale proceeds.

During the year ended December 31, 2025, the Company fulfilled repurchase requests and repurchased K Shares, K-I Shares and K-T Shares pursuant to the share repurchase program as follows:

  ​ ​ ​

Total Number of

  ​ ​ ​

  ​ ​ ​

Shares Requested to

Total Number of

Average Price Paid

For the Quarter Ended

be Repurchased

Shares Repurchased

per Share

March 31, 2025

 

25,042

 

20,144

$

10.17

June 30, 2025

 

32,542

 

20,149

$

10.17

September 30, 2025

 

49,097

 

19,895

$

10.17

December 31, 2025

 

78,596

 

20,499

$

10.17

 

185,277

 

80,687

During the year ended December 31, 2025, the Company repurchased approximately $791,779 of K Shares and $28,475 of K-I Shares. As of December 31, 2025, there were 97 outstanding and unfulfilled

repurchase requests for 365,274 K Shares and 32,295 K-I Shares. The following table reflects repurchase activity for the twelve months ended December 31, 2025.

Requests

Received

Number

Repurchase

During

of Share

$ Amount

Average

Requests

Share

3 Months

Repurchases

Date

Shares

of Shares

$ Amount

Requests

Outstanding at

Class

Ended

Requested

Repurchased

Repurchased

Repurchased

per share

Withdrawn

December 31, 2025

K

6/30/2023

59,587

(1)

8/23/2023

16,090

$

184,422

$

11.46

-

-

12/7/2023

13,110

$

149,824

$

11.43

-

-

3/7/2024

4,654

$

53,189

$

11.43

-

-

5/8/2024

2,531

$

29,078

$

11.49

-

-

5/21/2025

559

$

5,678

$

10.17

-

-

9/2/2025

535

$

5,438

$

10.17

671

-

12/8/2025

989

$

10,062

$

10.17

-

20,448

K

9/30/2023

10,274

(1)

12/7/2023

3,097

$

35,704

$

11.53

-

-

3/7/2024

1,099

$

12,675

$

11.53

-

-

5/8/2024

596

$

6,868

$

11.53

-

-

5/21/2025

132

$

1,341

$

10.17

-

-

9/2/2025

130

$

1,324

$

10.17

-

-

12/8/2025

241

$

2,451

$

10.17

-

4,979

K

12/31/2023

52,823

(1)

3/7/2024

10,801

$

124,535

$

11.53

-

-

5/8/2024

4,118

$

47,486

$

11.53

-

-

5/21/2025

912

$

9,276

$

10.17

-

-

9/2/2025

900

$

9,155

$

10.17

-

-

12/8/2025

1,665

$

16,942

$

10.17

-

34,427

K

3/31/2024

56,794

(1)

5/8/2024

9,864

$

113,731

$

11.53

-

-

5/21/2025

1,129

$

11,485

$

10.17

-

-

9/2/2025

891

$

9,062

$

10.17

9,183

12/8/2025

1,649

$

16,770

$

10.17

1,366

32,712

K

6/30/2024

142,529

(1)

8/22/2024

19,615

$

199,490

$

10.17

-

-

11/5/2024

19,258

$

195,853

$

10.17

-

-

2/13/2025

19,879

$

202,170

$

10.17

2,457

-

5/21/2025

8,921

$

90,730

$

10.17

-

-

9/2/2025

1,762

$

17,919

$

10.17

-

-

12/8/2025

3,260

$

33,157

$

10.17

-

67,377

K

9/30/2024

40,088

(1)

11/5/2024

230

$

2,338

$

10.17

-

-

2/13/2025

265

$

2,694

$

10.17

-

-

5/21/2025

1,946

$

19,786

$

10.17

-

-

9/2/2025

916

$

9,318

$

10.17

-

12/8/2025

1,695

$

17,241

$

10.17

-

35,036

K

12/31/2024

42,948

(1)

5/21/2025

1,037

$

10,511

$

10.17

-

-

9/2/2025

1,020

$

10,373

$

10.17

4,896

-

12/8/2025

1,662

$

16,896

$

10.17

-

34,333

K

3/31/2025

20,042

(1)

5/21/2025

4,842

$

49,241

$

10.17

-

-

9/2/2025

370

$

3,762

$

10.17

-

-

12/8/2025

685

$

6,961

$

10.17

-

14,145

K

6/30/2025

32,542

(1)

9/2/2025

12,746

$

129,628

$

10.17

9,757

-

12/8/2025

463

$

4,712

$

10.17

-

9,576

K

9/30/2025

40,889

(1)

12/8/2025

6,656

$

67,696

$

10.17

-

34,233

K

12/31/2025

78,008

(1)

TBD

-

$

-

$

-

-

78,008

Total K Share repurchase requests outstanding

365,274

Received

Number

Repurchase

During

of Share

$ Amount

Average

Requests

Share

3 Months

Repurchases

Date

Shares

of Shares

$ Amount

Requests

Outstanding at

Class

Ended

Requested

Repurchased

Repurchased

Repurchased

per share

Withdrawn

December 31, 2025

K-I

6/30/2023

5,591

(1)

8/23/2023

1,101

$

12,625

$

11.47

1,036

-

12/7/2023

1,041

$

12,003

$

11.53

-

-

3/7/2024

370

$

4,261

$

11.52

-

-

5/8/2024

200

$

2,309

$

11.55

-

-

5/21/2025

44

$

451

$

10.17

-

-

9/2/2025

44

$

445

$

10.17

-

-

12/8/2025

81

$

824

$

10.17

-

1,674

K-I

12/31/2023

1,595

(1)

3/7/2024

244

$

2,675

$

10.96

-

-

5/8/2024

140

$

1,526

$

10.90

-

-

5/21/2025

30

$

296

$

9.92

-

-

9/2/2025

29

$

292

$

10.17

-

-

12/8/2025

53

$

541

$

10.17

-

1,099

K-I

3/31/2024

1,613

(1)

5/8/2024

158

$

1,823

$

11.53

-

-

5/21/2025

35

$

356

$

10.17

-

-

9/2/2025

-

$

-

$

-

1,420

-

K-I

12/31/2024

18,240

(1)

5/21/2025

439

$

4,464

$

10.17

-

-

9/2/2025

433

$

4,406

$

10.17

-

12/8/2025

801

$

8,152

$

10.17

-

16,567

K-I

3/31/2025

5,000

(1)

5/21/2025

123

$

1,224

$

9.92

-

-

9/2/2025

119

$

1,207

$

10.17

-

-

12/8/2025

220

$

2,234

$

10.17

-

4,538

K-I

9/30/2025

8,208

(1)

12/8/2025

379

$

3,853

$

10.17

-

7,829

K-I

12/8/2025

588

(1)

TBD

-

$

-

$

-

-

588

Total K-I Share repurchase requests outstanding

32,295


(1)Our board of directors determined that the funding limitation under the A&R SRP was reached during the referenced quarter with respect to share repurchase requests as there were insufficient net proceeds from the DRIP to fund all share repurchase requests.

Distributions

During the year ended December 31, 2025, the Company’s board of directors authorized the payment of K Share, K-I Share and OP Unit distributions as follows:

Shares

Amount

Date

Outstanding

Date

Record

Per Share

Distributions

Paid

Date

Authorized

Date

Per Day

K Share

K-I Share

K-T Share

OP Unit

Total

1/17/2025

12/31/2024

1/14/2025

1/16/2025

$0.001912568

$

684,394

$

245,671

$

$

22,544

$

952,609

5/1/2025

3/31/2025

4/25/2025

4/30/2025

$0.001917808

670,151

242,972

22,115

935,238

8/5/2025

06/30/2025

7/31/2025

8/4/2025

$0.001917808

676,112

247,029

22,360

945,501

11/6/2025

9/30/2025

10/29/2025

11/5/2025

$0.001917808

682,533

251,272

22,606

956,411

$

2,713,190

$

986,944

$

$

89,625

$

3,789,759

During the year ended December 31, 2024, the Company’s board of directors authorized the payment of K Share, K-I Share, K-T Share and OP Unit distributions as follows:

Shares

Amount

Date

Outstanding

Date

Record

Per Share

Distributions

Paid

Date

Authorized

Date

Per Day

K Share

K-I Share

K-T Share

OP Unit

Total

2/8/2024

12/31/2023

2/5/2024

2/7/2024

$0.001917808

$

690,557

$

240,782

$

862

$

22,606

$

954,807

5/3/2024

3/31/2024

4/30/2024

5/1/2024

$0.001912568

680,560

238,600

521

22,299

941,980

8/7/2024

06/30/2024

8/2/2024

8/6/2024

$0.001912568

678,795

239,941

366

22,299

941,401

11/5/2024

09/30/2024

10/30/2024

11/4/2024

$0.001912568

685,746

243,995

1

22,544

952,286

$

2,735,658

$

963,318

$

1,750

$

89,748

$

3,790,474

On March 3, 2020, the Company’s stockholders approved to amend the Company’s charter (1) to increase the rate at which cash distributions on K Shares, K-I Shares and K-T Shares automatically accrue under the Company’s charter from 6% to 7% per annum of the K Share, K-I Share, and K-T Share Distribution Base, respectively, and (2) to increase the maximum rate at which distributions on A Shares may be authorized by the Company’s board of directors and declared by the Company from 6% to 7% of the stated value of an A Share ($10.00) from income and cash flow from ordinary operations on a cumulative basis. The changes pursuant to the Articles of Amendment to the Company’s charter are effective beginning with distributions that accrued on March 31, 2020.

On July 25, 2025, the Company’s board of directors authorized the payment of A Share distributions accrued through June 30 2024. The cumulative amount of distributions that had accrued on a daily basis with respect to each such A Share for the period from (i) September 29, 2016 through March 30, 2020, was $683,680, which reflects an accrual rate of six percent per annum of the “A Share Distribution Base” under the Company’s charter, and (ii) April 1, 2020 through June 30, 2024, was $1,704,392, which reflects an accrual rate of seven percent per annum of the “A Share Distribution Base” under the Company’s charter. On July 31, 2025, the Company paid $2,388,072 of accrued distributions to A Share stockholders partially sourced from additional proceeds from the refinance of the Hilton Garden Inn Providence. Our board of directors will make determinations as to the payment of future distributions on a quarter-by-quarter basis; however, distributions will continue to accumulate pursuant to our charter.

The Company paid quarterly K Share, K-I Share, K-T Share and OP Unit distributions with respect to all 2024 and 2025 quarters with operating cash flow from its hotel properties, consistent with prior distributions. The Company’s board of directors will make determinations as to the payment of future distributions on a quarter-by-quarter basis; however, distributions will continue to accumulate pursuant to the Company’s charter.