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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2025
RLJ LODGING TRUST
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-35169 | 27-4706509 | ||
|
(State
or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
|
7373 Wisconsin Avenue, Suite
1500, Bethesda, Maryland |
20814 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(301) 280-7777
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name
of each exchange on which registered |
| Common Shares of beneficial interest, par value $0.01 per share | RLJ | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 14, 2025, Sean Mahoney, Executive Vice President and Chief Financial Officer of RLJ Lodging Trust (the “Company”), provided notice to the Board of Trustees of the Company of his intention to retire, effective at the end of the term of his employment agreement in May 2025. Mr. Mahoney’s decision to retire was not the result of any disagreement with the Company
Item 8.01. Other Events.
On March 20, 2025, the Company issued a press release announcing Mr. Mahoney’s retirement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 99.1 | Press release, dated March 20, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RLJ Lodging Trust | ||
| Date: March 20, 2025 | By: | /s/ Leslie D. Hale |
|
Leslie D. Hale President and Chief Executive Officer |
||
Exhibit 99.1
PRESS RELEASE
RLJ LODGING TRUST ANNOUNCES RETIREMENT OF
CHIEF FINANCIAL OFFICER
Bethesda, MD, March 20, 2025 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) announced today that following seven successful years at the Company, Sean M. Mahoney, the Company’s Executive Vice President and Chief Financial Officer will be retiring in May of this year after a dynamic career spanning over 30 years, including more than 20 years in the hospitality REIT industry.
“On behalf of the Board of Trustees and the entire RLJ team, I want to thank Sean for his invaluable contributions during his tenure,” said Leslie D. Hale, President and Chief Executive Officer of the Company. “Sean has been a great partner and valued member of our management team. He joined RLJ at a pivotal time as we were transforming and repositioning our portfolio and was instrumental to our success. Additionally, thanks to Sean’s leadership, our balance sheet is strong, we have a solid finance team, and we are well-positioned for the future. We wish Sean happiness in his much-deserved retirement.”
“It has been a great pleasure to be a part of the RLJ team for the last seven years and I am incredibly proud of all that we have accomplished together,” said Mr. Mahoney. “After many gratifying years in the hospitality REIT industry, I look forward to spending more time with my family and pursuing outside interests. I wish the Company and my colleagues the very best for the future and am confident that the Company is in good hands.”
To ensure a smooth transition, Mr. Mahoney will continue to serve as the Company’s Chief Financial Officer until his departure in May and will actively support the Company’s transition plan. Afterward, he will remain available as an advisor as needed. The Company has a succession process underway and will provide an update once it has concluded.
About RLJ
RLJ Lodging Trust ("RLJ") is a self-advised, publicly traded real estate investment trust that owns premium-branded, rooms-oriented, high-margin, urban-centric hotels located within the heart of demand locations. Our hotels are geographically diverse and concentrated in major urban markets that provide multiple demand generators from business, leisure, and other travelers.
Forward-Looking Statements
This press release contains certain statements, other than purely historical information, including estimates, projections, statements relating to the Company’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, that are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “will continue,” “intend,” “should,” “may,” or similar expressions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Company cautions investors not to place undue reliance on these forward-looking statements and urges investors to carefully review the disclosures the Company makes concerning risks and uncertainties in the sections entitled “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as risks, uncertainties and other factors discussed in other documents filed by the Company with the Securities and Exchange Commission.
For additional information
or to receive press releases via email, please visit our website:
https://www.rljlodgingtrust.com
Contact:
Leslie D. Hale, President and Chief Executive Officer – (301) 280-7777