株探米国株
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エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q 
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2025

OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                   to    
 
Commission File Number 001-35169

RLJ LODGING TRUST
(Exact Name of Registrant as Specified in Its Charter)

Maryland   27-4706509
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. 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)
  

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Trading Symbol Name of Exchange on Which Registered
Common Shares of beneficial interest, par value $0.01 per share RLJ New York Stock Exchange
$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share RLJ-A New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes  ☐ No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒ Yes  ☐ No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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Large accelerated filer   ☒   Accelerated filer   ☐
Non-accelerated filer   ☐   Smaller reporting company   ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes ☒ No 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 
As of August 1, 2025, 151,164,679 common shares of beneficial interest of the Registrant, $0.01 par value per share, were outstanding.


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TABLE OF CONTENTS
 
    Page
     
     
 
     
  Consolidated Financial Statements (unaudited)  
 
 
 
 
 
     
     
     
     
 
 

ii
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PART I. FINANCIAL INFORMATION
 
Item 1.         Financial Statements
RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(unaudited)
June 30, 2025 December 31, 2024
Assets    
Investment in hotel properties, net $ 4,214,058  $ 4,250,524 
Investment in unconsolidated joint ventures 7,450  7,457 
Cash and cash equivalents 373,896  409,809 
Restricted cash reserves 27,266  23,516 
Hotel and other receivables, net of allowance of $67 and $169, respectively
 27,730  25,494 
Lease right-of-use assets 125,765  128,111 
Prepaid expense and other assets 46,645  38,968 
Total assets $ 4,822,810  $ 4,883,879 
Liabilities and Equity    
Debt, net $ 2,220,768  $ 2,220,081 
Accounts payable and other liabilities 155,513  154,643 
Advance deposits and deferred revenue 36,662  40,242 
Lease liabilities 118,611  119,102 
Accrued interest 20,631  20,900 
Distributions payable 30,390  30,634 
Total liabilities 2,582,575  2,585,602 
Commitments and Contingencies (Note 11)
Equity  
Shareholders’ equity:  
Preferred shares of beneficial interest, $0.01 par value, 50,000,000 shares authorized
Series A Cumulative Convertible Preferred Shares, $0.01 par value, 12,950,000 shares authorized; 12,879,475 shares issued and outstanding, liquidation value of $328,266, at June 30, 2025 and December 31, 2024
 366,936  366,936 
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 151,243,564 and 153,295,577 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
 1,512  1,533 
Additional paid-in capital 2,969,884  2,992,487 
Distributions in excess of net earnings (1,116,703) (1,090,186)
Accumulated other comprehensive income 5,113  13,788 
Total shareholders’ equity 2,226,742  2,284,558 
Noncontrolling interests:    
Noncontrolling interest in the Operating Partnership 6,012  6,130 
Noncontrolling interest in consolidated joint ventures 7,481  7,589 
Total noncontrolling interests 13,493  13,719 
Total equity 2,240,235  2,298,277 
Total liabilities and equity $ 4,822,810  $ 4,883,879 

The accompanying notes are an integral part of these consolidated financial statements.
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RLJ Lodging Trust
Consolidated Statements of Operations and Comprehensive Income
(Amounts in thousands, except share and per share data)
(unaudited)
  For the three months ended June 30, For the six months ended June 30,
  2025 2024 2025 2024
Revenues
Operating revenues
Room revenue $ 296,101  $ 303,652  $ 563,755  $ 570,282 
Food and beverage revenue 41,934  40,843  79,447  76,532 
Other revenue 25,068  24,802  48,020  46,893 
Total revenues 363,103  369,297  691,222  693,707 
Expenses    
Operating expenses    
Room expense 74,565  73,941  145,416  143,327 
Food and beverage expense 30,375  30,304  59,664  58,931 
Management and franchise fee expense 28,393  29,789  53,595  55,444 
Other operating expenses 92,787  90,792  184,498  180,601 
Total property operating expenses 226,120  224,826  443,173  438,303 
Depreciation and amortization 46,363  44,474  92,151  89,153 
Property tax, insurance and other 26,490  28,753  53,693  56,587 
General and administrative 11,138  13,940  23,784  29,045 
Transaction costs 56  76  112  90 
Total operating expenses 310,167  312,069  612,913  613,178 
Other income, net 1,148  687  2,036  3,878 
Interest income 3,361  4,118  6,616  8,905 
Interest expense (27,876) (28,049) (55,428) (54,507)
(Loss) gain on sale of hotel properties, net (378) 3,546  943  3,546 
Loss on extinguishment of indebtedness, net (34) —  (34) — 
Income before equity in (loss) income from unconsolidated joint ventures 29,157  37,530  32,442  42,351 
Equity in (loss) income from unconsolidated joint ventures (187) 154  (6) 388 
Income before income tax expense 28,970  37,684  32,436  42,739 
Income tax expense (339) (393) (633) (702)
Net income 28,631  37,291  31,803  42,037 
Net (income) loss attributable to noncontrolling interests:    
Noncontrolling interest in the Operating Partnership (113) (169) (96) (167)
Noncontrolling interest in consolidated joint ventures (65) (16) 108  173 
Net income attributable to RLJ 28,453  37,106  31,815  42,043 
Preferred dividends (6,279) (6,279) (12,557) (12,557)
Net income attributable to common shareholders $ 22,174  $ 30,827  $ 19,258  $ 29,486 
Basic per common share data:
Net income per share attributable to common shareholders $ 0.15  $ 0.20  $ 0.12  $ 0.19 
Weighted-average number of common shares 149,532,971  153,641,065  150,217,440  153,305,640 
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Diluted per common share data:
Net income per share attributable to common shareholders $ 0.15  $ 0.20  $ 0.12  $ 0.19 
Weighted-average number of common shares 149,598,953  154,105,871  150,355,083  154,151,135 
Comprehensive income:
Net income $ 28,631  $ 37,291  $ 31,803  $ 42,037 
Unrealized loss on interest rate derivatives (3,379) (2,773) (8,675) (491)
Comprehensive income 25,252  34,518  23,128  41,546 
Comprehensive (income) loss attributable to noncontrolling interests:
Noncontrolling interest in the Operating Partnership (113) (169) (96) (167)
Noncontrolling interest in consolidated joint ventures (65) (16) 108  173 
Comprehensive income attributable to RLJ $ 25,074  $ 34,333  $ 23,140  $ 41,552 
 
The accompanying notes are an integral part of these consolidated financial statements.
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RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
(unaudited) 
  Shareholders’ Equity Noncontrolling Interest  
  Preferred Stock Common Stock      
  Shares Amount Shares Par 
Value		 Additional
Paid-in Capital		 Distributions in excess of net earnings Accumulated Other Comprehensive
Income		 Operating
Partnership		 Consolidated
Joint 
Ventures		 Total 
Equity
Balance at December 31, 2024 12,879,475  $ 366,936  153,295,577  $ 1,533  $ 2,992,487  $ (1,090,186) $ 13,788  $ 6,130  $ 7,589  $ 2,298,277 
Net income (loss) —  —  —  —  —  31,815  —  96  (108) 31,803 
Unrealized loss on interest rate derivatives —  —  —  —  —  —  (8,675) —  —  (8,675)
Issuance of restricted stock —  —  1,587,600  16  (16) —  —  —  —  — 
Amortization of share-based compensation —  —  —  —  8,124  —  —  —  —  8,124 
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock —  —  (394,485) (5) (3,551) —  —  —  —  (3,556)
Shares acquired as part of a share repurchase program —  —  (3,119,463) (31) (27,161) —  —  —  —  (27,192)
Forfeiture of restricted stock —  —  (125,665) (1) 1  —  —  —  —  — 
Distributions on preferred shares —  —  —  —  —  (12,557) —  —  —  (12,557)
Distributions on common shares and units —  —  —  —  —  (45,775) —  (214) —  (45,989)
Balance at June 30, 2025 12,879,475  $ 366,936  151,243,564  $ 1,512  $ 2,969,884  $ (1,116,703) $ 5,113  $ 6,012  $ 7,481  $ 2,240,235 
 
The accompanying notes are an integral part of these consolidated financial statements.

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RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
(unaudited)
  Shareholders’ Equity Noncontrolling Interest  
  Preferred Stock Common Stock      
  Shares Amount Shares Par 
Value		 Additional
Paid-in Capital		 Distributions in excess of net earnings Accumulated Other Comprehensive
Income		 Operating
Partnership		 Consolidated
Joint 
Ventures		 Total 
Equity
Balance at March 31, 2025 12,879,475  $ 366,936  151,926,642  $ 1,519  $ 2,973,288  $ (1,116,044) $ 8,492  $ 6,006  $ 7,416  $ 2,247,613 
Net income —  —  —  —  —  28,453  —  113  65  28,631 
Unrealized loss on interest rate derivatives —  —  —  —  —  —  (3,379) —  —  (3,379)
Issuance of restricted stock —  —  389,849  5  (5) —  —  —  —  — 
Amortization of share-based compensation —  —  —  —  3,394  —  —  —  —  3,394 
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock —  —  (60,848) (2) (426) —  —  —  —  (428)
Shares acquired as part of a share repurchase program —  —  (886,414) (9) (6,368) —  —  —  —  (6,377)
Forfeiture of restricted stock —  —  (125,665) (1) 1  —  —  —  —  — 
Distributions on preferred shares —  —  —  —  —  (6,279) —  —  —  (6,279)
Distributions on common shares and units —  —  —  —  —  (22,833) —  (107) —  (22,940)
Balance at June 30, 2025 12,879,475  $ 366,936  151,243,564  $ 1,512  $ 2,969,884  $ (1,116,703) $ 5,113  $ 6,012  $ 7,481  $ 2,240,235 

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

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RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
(unaudited)
  Shareholders’ Equity Noncontrolling Interest  
  Preferred Stock Common Stock      
  Shares Amount Shares Par 
Value		 Additional 
Paid-in
Capital		 Distributions in excess of net earnings Accumulated Other Comprehensive Income Operating
Partnership		 Consolidated
Joint
Ventures		 Total
Equity
Balance at December 31, 2023 12,879,475  $ 366,936  155,297,829  $ 1,553  $ 3,000,894  $ (1,055,183) $ 22,662  $ 6,294  $ 7,634  $ 2,350,790 
Net income (loss) —  —  —  —  —  42,043  —  167  (173) 42,037 
Unrealized loss on interest rate derivatives —  —  —  —  —  —  (491) —  —  (491)
Issuance of restricted stock —  —  1,178,779  11  (11) —  —  —  —  — 
Amortization of share-based compensation —  —  —  —  12,705  —  —  —  —  12,705 
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock —  —  (807,917) (8) (9,006) —  —  —  —  (9,014)
Shares acquired as part of a share repurchase program —  —  (407,857) (4) (4,188) —  —  —  —  (4,192)
Forfeiture of restricted stock —  —  (20,157) —  —  —  —  —  —  — 
Distributions on preferred shares —  —  —  —  —  (12,557) —  —  —  (12,557)
Distributions on common shares and units —  —  —  —  —  (31,364) —  (143) —  (31,507)
Balance at June 30, 2024 12,879,475  $ 366,936  155,240,677  $ 1,552  $ 3,000,394  $ (1,057,061) $ 22,171  $ 6,318  $ 7,461  $ 2,347,771 

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

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RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
(unaudited)
  Shareholders’ Equity Noncontrolling Interest  
  Preferred Stock Common Stock      
  Shares Amount Shares Par 
Value		 Additional 
Paid-in
Capital		 Distributions in excess of net earnings Accumulated Other Comprehensive Income Operating
Partnership		 Consolidated
Joint
Ventures		 Total
Equity
Balance at March 31, 2024 12,879,475  $ 366,936  155,819,434  $ 1,558  $ 3,002,588  $ (1,072,125) $ 24,944  $ 6,220  $ 7,445  $ 2,337,566 
Net income —  —  —  —  —  37,106  —  169  16  37,291 
Unrealized loss on interest rate derivatives —  —  —  —  —  —  (2,773) —  —  (2,773)
Issuance of restricted stock —  —  205,414  2  (2) —  —  —  —  — 
Amortization of share-based compensation —  —  —  —  5,724  —  —  —  —  5,724 
Shares acquired to satisfy minimum required federal and state tax withholding on vesting restricted stock —  —  (462,047) (5) (4,978) —  —  —  —  (4,983)
Shares acquired as part of a share repurchase program —  —  (302,346) (3) (2,938) —  —  —  —  (2,941)
Forfeiture of restricted stock —  —  (19,778) —  —  —  —  —  —  — 
Distributions on preferred shares —  —  —  —  —  (6,279) —  —  —  (6,279)
Distributions on common shares and units —  —  —  —  —  (15,763) —  (71) —  (15,834)
Balance at June 30, 2024 12,879,475  $ 366,936  155,240,677  $ 1,552  $ 3,000,394  $ (1,057,061) $ 22,171  $ 6,318  $ 7,461  $ 2,347,771 

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

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RLJ Lodging Trust
Consolidated Statements of Cash Flows
(Amounts in thousands)
(unaudited)
  For the six months ended June 30,
  2025 2024
Cash flows from operating activities    
Net income $ 31,803  $ 42,037 
Adjustments to reconcile net income to cash flow provided by operating activities:    
Gain on sale of hotel properties, net (943) (3,546)
Loss on extinguishment of indebtedness, net 34  — 
Depreciation and amortization 92,151  89,153 
Amortization of deferred financing costs 3,732  3,116 
Non-cash lease expense and other amortization 2,117  2,882 
Equity in loss (income) from unconsolidated joint ventures 6  (388)
Distribution of income from unconsolidated joint venture —  400 
Amortization of share-based compensation 7,237  11,708 
Changes in assets and liabilities:  
Hotel and other receivables, net (2,275) (4,771)
Prepaid expense and other assets (17,656) (11,794)
Accounts payable and other liabilities 5,237  4,972 
Advance deposits and deferred revenue (3,554) 1,130 
Accrued interest (269) (605)
Net cash flow provided by operating activities 117,620  134,294 
Cash flows from investing activities    
Acquisitions, net —  (158,345)
Proceeds from sales of hotel properties, net 23,782  7,679 
Improvements and additions to hotel properties and other assets (81,968) (72,372)
Purchase deposit —  (2,000)
Net cash flow used in investing activities (58,186) (225,038)
Cash flows from financing activities    
Borrowings under Revolver —  200,000 
Repayment of Revolver (100,000) — 
Borrowing on Term Loan 100,000  — 
Repayment of mortgage loan —  (200,000)
Repurchase of common shares under share repurchase programs (27,192) (4,192)
Repurchase of common shares to satisfy employee tax withholding requirements (3,556) (9,014)
Distributions on preferred shares (12,557) (12,557)
Distributions on common shares (46,018) (31,244)
Distributions on Operating Partnership units (214) (142)
Payments of deferred financing costs (2,060) (220)
Net cash flow used in financing activities (91,597) (57,369)
Net change in cash, cash equivalents, and restricted cash reserves (32,163) (148,113)
Cash, cash equivalents, and restricted cash reserves, beginning of period 433,325  555,327 
Cash, cash equivalents, and restricted cash reserves, end of period $ 401,162  $ 407,214 

The accompanying notes are an integral part of these consolidated financial statements.
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RLJ Lodging Trust
Notes to the Consolidated Financial Statements
(unaudited)

1.              General

Organization
 
RLJ Lodging Trust (the "Company") was formed as a Maryland real estate investment trust ("REIT") on January 31, 2011. The Company is a self-advised and self-administered REIT that owns primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. The Company elected to be taxed as a REIT, for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2011.
 
Substantially all of the Company’s assets and liabilities are held by, and all of its operations are conducted through, RLJ Lodging Trust, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. As of June 30, 2025, there were 152,015,395 units of limited partnership interest in the Operating Partnership ("OP units") outstanding and the Company owned, through a combination of direct and indirect interests, 99.5% of the outstanding OP units.

As of June 30, 2025, the Company owned 95 hotel properties with approximately 21,200 rooms, located in 23 states and the District of Columbia.  The Company, through wholly-owned subsidiaries, owned a 100% interest in 93 of its hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. The Company consolidates its real estate interests in the 94 hotel properties in which it holds a controlling interest, and the Company records the real estate interest in the one hotel property in which it holds an indirect 50% non-controlling interest using the equity method of accounting. The Company leases 94 of the 95 hotel properties to its taxable REIT subsidiaries ("TRSs"), of which the Company owns a controlling financial interest.
 
2.              Summary of Significant Accounting Policies
 
The Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on February 26, 2025 (the "Annual Report"), contains a discussion of the Company's significant accounting policies. Other than noted below, there have been no significant changes to the Company's significant accounting policies since December 31, 2024.

Basis of Presentation and Principles of Consolidation
 
The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments of a normal recurring nature that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations and comprehensive income, statements of changes in equity and statements of cash flows.

The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in the Annual Report.

The consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries, and joint ventures in which the Company has a majority voting interest and control. For the controlled subsidiaries that are not wholly-owned, the third-party ownership interest represents a noncontrolling interest, which is presented separately in the consolidated financial statements. The Company also records the real estate interest in one hotel property in which it holds a 50% non-controlling interest using the equity method of accounting. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates
 
The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and the amounts of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public entities are required to apply the guidance prospectively and may elect to apply it retrospectively. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements and related disclosures.
3.              Investment in Hotel Properties
 
Investment in hotel properties consisted of the following (in thousands):
June 30, 2025 December 31, 2024
Land and improvements $ 1,130,004  $ 1,130,005 
Buildings and improvements 4,229,409  4,210,515 
Furniture, fixtures and equipment 873,433  852,993 
6,232,846  6,193,513 
Accumulated depreciation (2,018,788) (1,942,989)
Investment in hotel properties, net $ 4,214,058  $ 4,250,524 
 
For the three and six months ended June 30, 2025, the Company recognized depreciation expense related to its investment in hotel properties of approximately $46.2 million and $91.9 million, respectively. For the three and six months ended June 30, 2024, the Company recognized depreciation expense related to its investment in hotel properties of approximately $44.4 million and $89.1 million, respectively.

4.              Acquisitions
 
On January 29, 2024, the Company acquired the fee simple interest in the Wyndham Boston Beacon Hill in Boston, Massachusetts, which was previously owned via a leasehold interest that was subject to a ground lease, for a purchase price of approximately $125.0 million. The acquisition was accounted for as an asset acquisition, whereby approximately $0.2 million of transaction costs were capitalized as part of the cost of the acquisition. The existing right-of-use asset of $1.3 million, lease liability of $0.1 million and $125.2 million cost of the acquisition were recorded as land in the accompanying consolidated balance sheets.

Also during the six months ended June 30, 2024, the Company acquired a 100% interest in the following property:

Property Location Acquisition Date Management Company Rooms Purchase Price (in thousands)
Hotel Teatro Denver, CO June 13, 2024 Sage Hospitality 110  $ 35,500 







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The acquisition of Hotel Teatro was accounted for as an asset acquisition, whereby approximately $0.6 million of transaction costs were capitalized as part of the cost of the acquisition. The allocation of the costs for the property acquired was as follows (in thousands):
June 30, 2024
Land and improvements $ 3,409 
Buildings and improvements 29,731 
Furniture, fixtures and equipment 2,976 
Total purchase price $ 36,116 

The value of the asset acquired was primarily based on a sales comparison approach (for land) and a depreciated replacement cost approach (for building and improvements and furniture, fixtures and equipment). The sales comparison approach used inputs of recent land sales in the hotel market. The depreciated replacement cost approach used inputs of both direct and indirect replacement costs using a nationally recognized authority on replacement cost information as well as the age, square footage and number of rooms of the asset.

5.            Sales of Hotel Properties 

In connection with the sales of hotel properties, the Company recorded a net loss of $0.4 million and a net gain of $0.9 million for the three and six months ended June 30, 2025, respectively, and a net gain of $3.5 million for the three and six months ended June 30, 2024.

On March 6, 2025, the Company sold the 181-room Courtyard Atlanta Buckhead hotel property in Atlanta, Georgia for a sales price of $24.3 million.

On May 21, 2024, the Company sold the 78-room Residence Inn Merrillville hotel property in Merrillville, Indiana
for a sales price of approximately $8.1 million.

6.          Revenue

The Company recognized revenue from the following geographic markets (in thousands):

For the three months ended June 30, 2025 For the three months ended June 30, 2024
Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue
Northern California $ 38,308  $ 3,499  $ 2,250  $ 44,057  $ 35,062  $ 3,417  $ 2,015  $ 40,494 
Southern California 34,290  4,466  4,288  43,044  35,839  5,022  4,013  44,874 
South Florida 27,982  5,217  2,943  36,142  27,288  5,410  2,864  35,562 
New York City 19,230  3,257  934  23,421  19,004  3,089  935  23,028 
Louisville 13,394  5,750  875  20,019  14,133  5,063  995  20,191 
Chicago 15,977  2,376  975  19,328  16,858  2,619  1,092  20,569 
Washington, DC 16,830  318  807  17,955  18,158  416  791  19,365 
Boston 15,124  1,449  616  17,189  15,749  1,250  423  17,422 
Charleston 12,481  3,443  1,000  16,924  12,240  3,196  962  16,398 
Houston 12,483  934  1,156  14,573  12,244  815  1,326  14,385 
Other 90,002  11,225  9,224  110,451  97,077  10,546  9,386  117,009 
Total $ 296,101  $ 41,934  $ 25,068  $ 363,103  $ 303,652  $ 40,843  $ 24,802  $ 369,297 
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For the six months ended June 30, 2025 For the six months ended June 30, 2024
Room Revenue Food and Beverage Revenue Other Revenue Total Revenue Room Revenue Food and Beverage Revenue Other Revenue Total Revenue
South Florida $ 68,570  $ 11,359  $ 5,978  $ 85,907  $ 67,638  $ 11,269  $ 5,988  $ 84,895 
Northern California 73,419  6,962  4,263  84,644  69,799  7,726  3,922  81,447 
Southern California 65,167  9,132  7,726  82,025  66,381  9,249  7,151  82,781 
New York City 31,520  4,906  1,730  38,156  30,680  4,451  1,621  36,752 
Louisville 22,415  10,330  1,790  34,535  22,403  9,180  1,812  33,395 
Washington, DC 29,539  483  1,598  31,620  30,549  553  1,340  32,442 
Chicago 24,677  4,251  1,603  30,531  26,219  4,735  1,769  32,723 
Houston 25,692  2,042  2,331  30,065  24,615  1,726  2,435  28,776 
Charleston 21,077  6,164  1,898  29,139  21,104  5,804  1,837  28,745 
Boston 22,598  2,440  1,075  26,113  23,589  2,206  742  26,537 
Other 179,081  21,378  18,028  218,487  187,305  19,633  18,276  225,214 
Total $ 563,755  $ 79,447  $ 48,020  $ 691,222  $ 570,282  $ 76,532  $ 46,893  $ 693,707 

7.              Debt
 
The Company's debt consisted of the following (in thousands):
June 30, 2025 December 31, 2024
Senior Notes, net $ 995,219  $ 994,037 
Revolver Outstanding —  100,000 
Term Loans, net 1,018,484  918,707 
Mortgage loans, net 207,065  207,337 
Debt, net $ 2,220,768  $ 2,220,081 

Senior Notes

The Company's senior notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands):
Carrying Value at
Interest Rate Maturity Date June 30, 2025 December 31, 2024
2029 Senior Notes (1) 4.00% September 2029 $ 500,000  $ 500,000 
2026 Senior Notes (1) 3.75% July 2026 500,000  500,000 
1,000,000  1,000,000 
Deferred financing costs, net (4,781) (5,963)
Total senior notes, net $ 995,219  $ 994,037 
(1)Requires payment of interest only through maturity.


The indentures governing the Senior Notes contain customary covenants that limit the Operating Partnership’s ability and,
in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay
dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These
limitations are subject to a number of exceptions and qualifications set forth in the indentures.






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A summary of the various restrictive covenants for the Senior Notes are as follows:
Covenant
Compliance
June 30, 2025
Maintenance Covenant
Unencumbered Asset to Unencumbered Debt Ratio
> 150.0%
 Yes
Incurrence Covenants
Consolidated Indebtedness less than Adjusted Total Assets
< .65x
 Yes
Consolidated Secured Indebtedness less than Adjusted Total Assets
< .45x
 Yes
Interest Coverage Ratio
> 1.5x
 Yes

Revolver and Term Loans
 
The Company has the following unsecured credit agreements in place:

•$600.0 million revolving credit facility with a scheduled maturity date of May 10, 2027 and either a one-year extension option or up to two six-month extension options if certain conditions are satisfied (the "Revolver");
•$500.0 million term loan with a scheduled maturity date of September 24, 2027 and up to two one-year extension options if certain conditions are satisfied (the "$500 Million Term Loan Maturing 2027");
•$300.0 million term loan with a scheduled maturity date of April 3, 2028 and up to two one-year extension options if certain conditions are satisfied (the "$300 Million Term Loan Maturing 2028"); and
•$225.0 million term loan with a scheduled maturity date of May 10, 2026 and up to two one-year extension options if certain conditions are satisfied (the "$225 Million Term Loan Maturing 2026").
The $500 Million Term Loan Maturing 2027, the $300 Million Term Loan Maturing 2028, and the $225 Million Term Loan Maturing 2026 are collectively referred to as the "Term Loans."

The Company's unsecured credit agreements consisted of the following (dollars in thousands):
Carrying Value at
Interest Rate at June 30, 2025 (1) Maturity Date June 30, 2025 December 31, 2024
Revolver (2) —% May 2027 $ —  $ 100,000 
$500 Million Term Loan Maturing 2027
 4.51% September 2027 (3) 500,000  500,000 
$300 Million Term Loan Maturing 2028 (4)
 6.03% April 2028 (3) 300,000  200,000 
$225 Million Term Loan Maturing 2026
 5.33% May 2026 (3) 225,000  225,000 
1,025,000  1,025,000 
Deferred financing costs, net (5) (6,516) (6,293)
Total Revolver and Term Loans, net $ 1,018,484  $ 1,018,707 
 
(1)Interest rate at June 30, 2025 gives effect to interest rate hedges.
(2)At June 30, 2025 and December 31, 2024, there was $600.0 million and $500.0 million, respectively, of remaining capacity on the Revolver. The Company has the ability to extend the maturity date for an additional one-year period or up to two six-month periods ending May 2028 if certain conditions are satisfied.
(3)This term loan includes two one-year extension options at the Company's discretion, subject to certain conditions.
(4)In April 2025, the Company refinanced this term loan to increase the term loan to $300.0 million and extend the initial maturity to April 2028, with two additional one-year extension options at the Company's discretion, subject to certain conditions.
(5)Excludes $3.1 million and $3.9 million as of June 30, 2025 and December 31, 2024, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets.


In April 2025, the Company refinanced a $200.0 million term loan with a scheduled maturity date of January 31, 2026 (the "$200 Million Term Loan Maturing 2026") to upsize the term loan to $300.0 million and extend the initial maturity to April 2028, with two additional one-year extension options at the Company's discretion, subject to certain conditions. Borrowings under the term loan bear interest at a variable rate under the same pricing grid as the $200 Million Term Loan Maturing 2026. The Company paid approximately $1.9 million in lender fees and legal costs related to the financing. In April 2025, the Company utilized the incremental $100.0 million in proceeds to pay off the full outstanding balance on the Revolver.
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The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows:
Covenant
Compliance
June 30, 2025
Leverage ratio (1)
<= 7.25x
 Yes
Fixed charge coverage ratio (2)
>= 1.50x
 Yes
Secured indebtedness ratio
<= 45.0%
 Yes
Unencumbered indebtedness ratio
<= 60.0%
 Yes
Unencumbered debt service coverage ratio
>= 2.00x
 Yes

(1)Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements.
(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid.


Mortgage Loans 

The Company's mortgage loans consisted of the following (dollars in thousands):
Carrying Value at
Number of Assets Encumbered Interest Rate at June 30, 2025 Maturity Date June 30, 2025 December 31, 2024
Mortgage loan (1) 3 4.48% (3) April 2026 (4) $ 96,000  $ 96,000 
Mortgage loan (1) 4 4.93% (3) April 2026 (4) 85,000  85,000 
Mortgage loan (2) 1 5.06% January 2029 26,292  26,472 
8 207,292  207,472 
Deferred financing costs, net (227) (135)
Total mortgage loans, net $ 207,065  $ 207,337 

(1)The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity.
(2)Includes $1.3 million and $1.5 million at June 30, 2025 and December 31, 2024, respectively, related to a fair value adjustment on this mortgage loan from purchase price allocation at hotel property acquisition. This mortgage loan requires payments of interest only through maturity.
(3)Interest rate at June 30, 2025 gives effect to interest rate hedges.
(4)In April 2025, the Company exercised the final option to extend the maturity to April 2026.
 
Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. At June 30, 2025, all mortgage loans exceeded the minimum debt yield or DSCR thresholds.















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Interest Expense

The components of the Company's interest expense consisted of the following (in thousands):
For the three months ended June 30, For the six months ended June 30,
2025 2024 2025 2024
Senior Notes $ 9,688  $ 9,688  $ 19,375  $ 19,375 
Revolver and Term Loans 13,757  13,787  27,292  22,847 
Mortgage loans 2,386  2,612  4,741  8,269 
Amortization of deferred financing costs 1,901  1,544  3,732  3,116 
Non-cash interest expense related to interest rate hedges 144  418  288  900 
Total interest expense $ 27,876  $ 28,049  $ 55,428  $ 54,507 
 
8.              Derivatives and Hedging Activities
 
The following interest rate swaps have been designated as cash flow hedges (in thousands):
Notional value at Fair value at
Hedge type Swap
rate		 Effective Date Maturity Date June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024
Swap-cash flow-Daily SOFR 1.16% September 2021 September 2025 $ 150,000  $ 150,000  $ 1,206  $ 3,445 
Swap-cash flow-Daily SOFR 0.56% July 2021 January 2026 50,000  50,000  1,054  1,926 
Swap-cash flow-Daily SOFR 2.95% April 2024 April 2027 125,000  125,000  1,326  3,104 
Swap-cash flow-Daily SOFR 2.85% April 2024 April 2027 65,000  65,000  811  1,765 
Swap-cash flow-Daily SOFR 2.75% April 2024 April 2027 60,000  60,000  860  1,768 
Swap-cash flow-Daily SOFR 3.70% July 2024 July 2027 25,000  25,000  (112) 196 
Swap-cash flow-Daily SOFR 3.45% July 2024 July 2027 25,000  25,000  16  353 
Swap-cash flow-Daily SOFR 3.71% July 2024 July 2027 25,000  25,000  (116) 191 
Swap-cash flow-Daily SOFR 3.10% July 2025 July 2027 25,000  —  168  — 
Swap-cash flow-Daily SOFR 3.20% January 2025 January 2028 25,000  25,000  130  564 
Swap-cash flow-Daily SOFR 3.40% January 2025 January 2028 25,000  25,000  4  421 
Swap-cash flow-Daily SOFR 3.30% January 2025 January 2029 25,000  25,000  54  632 
$ 625,000  $ 600,000  $ 5,401  $ 14,365 
 
As of June 30, 2025 and December 31, 2024, the aggregate fair value of the interest rate swap assets of $5.6 million and $14.4 million, respectively, was included in prepaid expense and other assets in the accompanying consolidated balance sheets. As of June 30, 2025, the aggregate fair value of the interest rate swap liabilities of $0.2 million was included in accounts payable and other liabilities in the accompanying consolidated balance sheet.

As of June 30, 2025 and December 31, 2024, there was approximately $5.1 million and $13.8 million, respectively, of unrealized gains included in accumulated other comprehensive income related to interest rate swaps. There was no ineffectiveness recorded during the three or six month periods ended June 30, 2025 or 2024. For the three and six months ended June 30, 2025, gains of approximately $2.8 million and $5.5 million, respectively, included in accumulated other comprehensive income were reclassified into interest expense for the interest rate swaps. For the three and six months ended June 30, 2024, gains of approximately $4.8 million and $11.5 million, respectively, included in accumulated other comprehensive income were reclassified into interest expense for the interest rate swaps. Approximately $4.5 million of the unrealized gains included in accumulated other comprehensive income at June 30, 2025 is expected to be reclassified into earnings within the next 12 months.
 
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9.             Fair Value
 
Fair Value Measurement
 
Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market.  The fair value hierarchy has three levels of inputs, both observable and unobservable:
 
•Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.
 
•Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly.  Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

•Level 3 — Inputs are unobservable and corroborated by little or no market data.

Fair Value of Financial Instruments
 
The Company used the following market assumptions and/or estimation methods:
 
•Cash and cash equivalents, restricted cash reserves, hotel and other receivables, accounts payable and other liabilities — The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short term maturities. 

•Debt — The Company estimated the fair value of the Senior Notes by using publicly available trading prices, which are Level 1 inputs in the fair value hierarchy. The Company estimated the fair value of the Revolver and Term Loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms, which are Level 3 inputs in the fair value hierarchy. The Company estimated the fair value of the mortgage loans by using a discounted cash flow model and incorporating various inputs and assumptions for the effective borrowing rates for debt with similar terms and the loan to estimated fair value of the collateral, which are Level 3 inputs in the fair value hierarchy.

The fair value of the Company's debt was as follows (in thousands):
June 30, 2025 December 31, 2024
Carrying Value Fair Value Carrying Value Fair Value
Senior Notes, net $ 995,219  $ 964,530  $ 994,037  $ 938,750 
Revolver and Term Loans, net 1,018,484  1,025,000  1,018,707  1,025,000 
Mortgage loans, net 207,065  202,906  207,337  201,340 
Debt, net $ 2,220,768  $ 2,192,436  $ 2,220,081  $ 2,165,090 

Recurring Fair Value Measurements
 
The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 (in thousands):
Fair Value at June 30, 2025
Level 1 Level 2 Level 3 Total
Interest rate swap asset $ —  $ 5,629  $ —  $ 5,629 
Interest rate swap liability —  (228) —  (228)
Total $ —  $ 5,401  $ —  $ 5,401 
 
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The following table presents the Company’s fair value hierarchy for those financial assets measured at fair value on a recurring basis as of December 31, 2024 (in thousands):
Fair Value at December 31, 2024
Level 1 Level 2 Level 3 Total
Interest rate swap asset $ —  $ 14,365  $ —  $ 14,365 
Total $ —  $ 14,365  $ —  $ 14,365 

The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows for each derivative. The Company determined that the significant inputs, such as interest yield curves and discount rates, used to value its derivatives fall within Level 2 of the fair value hierarchy and that the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. As of June 30, 2025, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

10.              Income Taxes
 
The Company accounts for income taxes using the asset and liability method.  Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and for net operating loss ("NOL"), capital loss and tax credit carryforwards.  The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled.  The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. 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. The Company is still continuing to provide a full valuation allowance against the deferred tax assets related to the NOL carryforwards of RLJ Lodging Trust Master TRS, Inc., the Company's primary TRS.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the "OBBBA"). Among other changes, the OBBBA permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code (the “Code”). The OBBBA also increased the percentage limit under the REIT asset test applicable to TRSs (the permissible value of TRS securities that a REIT may hold) from 20% to 25% of the value of the REIT’s total assets for taxable years beginning after December 31, 2025, and increased the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024. The Company is currently evaluating this legislation to determine its future potential impact on the Company’s consolidated financial statements and related disclosures.

The Company had no accruals for tax uncertainties as of June 30, 2025 and December 31, 2024.

11.       Commitments and Contingencies
 
Restricted Cash Reserves
 
The Company may be obligated to maintain cash reserve funds for future capital expenditures, real estate taxes, insurance, and other items. The management agreements, franchise agreements and/or mortgage loan documents require the Company to reserve cash ranging typically from 3.0% to 5.0% of the individual hotel’s revenues for future capital expenditures (including the periodic replacement or refurbishment of FF&E). Any unexpended amounts will remain the property of the Company upon termination of the management agreements, franchise agreements or mortgage loan documents. As of June 30, 2025 and December 31, 2024, approximately $27.3 million and $23.5 million, respectively, was available in the restricted cash reserves for future capital expenditures.

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Litigation
 
Neither the Company nor any of its subsidiaries is currently involved in any regulatory or legal proceedings that management believes will have a material and adverse effect on the Company's financial position, results of operations or cash flows.

Management Agreements

As of June 30, 2025, 94 of the Company's consolidated hotel properties were operated pursuant to management agreements with initial terms ranging from three to 25 years. This number includes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. Each management company receives a base management fee between 1.5% and 3.5% of hotel revenues. Management agreements that include the benefits of a franchise agreement incur a base management fee between 1.0% and 7.0% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain 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.

Management fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three and six months ended June 30, 2025, the Company incurred management fee expense of approximately $10.9 million and $20.4 million, respectively. For the three and six months ended June 30, 2024, the Company incurred management fee expense of approximately $11.3 million and $21.2 million, respectively.

Franchise Agreements
 
As of June 30, 2025, 56 of the Company’s consolidated hotel properties were operated under franchise agreements with initial terms ranging from one to 30 years. This number excludes 35 consolidated hotel properties that receive the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott. In addition, three hotels are not operated with a hotel brand so they do not have franchise agreements. Franchise agreements allow the hotel properties to operate under the respective brands. Pursuant to the franchise agreements, the Company pays a royalty fee between 2.0% and 6.0% of room revenue, plus additional fees for marketing, central reservation systems and other franchisor costs between 1.0% and 4.3% of room revenue. Certain hotels are also charged a royalty fee between 1.5% and 3.0% of food and beverage revenues. 

Franchise fees are included in management and franchise fee expense in the accompanying consolidated statements of operations and comprehensive income. For the three and six months ended June 30, 2025, the Company incurred franchise fee expense of approximately $17.5 million and $33.2 million, respectively. For the three and six months ended June 30, 2024, the Company incurred franchise fee expense of approximately $18.5 million and $34.3 million, respectively.

12.       Equity

Common Shares of Beneficial Interest

During the six months ended June 30, 2025, the Company declared a cash dividend of $0.15 per common share in each of the first and second quarters of 2025. During the six months ended June 30, 2024, the Company declared a cash dividend of $0.10 per common share in each of the first and second quarters of 2024.

On April 25, 2025, the Company's board of trustees approved a new share repurchase program to acquire up to an
aggregate of $250.0 million of common and preferred shares from May 9, 2025 to May 8, 2026 (the "2025 Share Repurchase
Program"). During the six months ended June 30, 2025, the Company repurchased and retired approximately 3.1 million common shares for approximately $27.2 million, of which $24.3 million was repurchased under a share repurchase program authorized by the Company’s board of trustees in 2024, which expired May 8, 2025, and $2.9 million was repurchased under the 2025 Share Repurchase Program. Subsequent to June 30, 2025, the Company repurchased and retired approximately 0.1 million common shares for approximately $1.0 million. As of August 8, 2025, the 2025 Share Repurchase Program had a remaining capacity of $246.1 million.

During the six months ended June 30, 2024, the Company repurchased and retired approximately 0.4 million common shares for approximately $4.2 million.

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Series A Preferred Shares

During the six months ended June 30, 2025 and 2024, the Company declared a cash dividend of $0.4875 on each Series A Preferred Share in each of the first and second quarters of 2025 and 2024.

The Series A Preferred Shares are convertible, in whole or in part, at any time, at the option of the holders into common shares at a conversion rate of 0.2806 common shares for each Series A Preferred Share.

Noncontrolling Interest in Consolidated Joint Ventures

The Company consolidates the joint venture that owns The Knickerbocker hotel property, which has a third-party partner that owns a noncontrolling 5% ownership interest in the joint venture. The third-party ownership interest is included in the noncontrolling interest in consolidated joint ventures on the consolidated balance sheets.

Noncontrolling Interest in the Operating Partnership

The Company consolidates the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. The outstanding OP units held by the limited partners are redeemable for cash, or at the option of the Company, for a like number of common shares. As of June 30, 2025, 771,831 outstanding OP units were held by the limited partners. The noncontrolling interest is included in the noncontrolling interest in the Operating Partnership on the consolidated balance sheets.

13.       Equity Incentive Plan
 
The Company may issue share-based awards to officers, employees, non-employee trustees and other eligible persons under the RLJ Lodging Trust 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan provides for a maximum of 6,828,527 common shares to be issued in the form of share options, share appreciation rights, restricted share awards, unrestricted share awards, share units, dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards.
 
Share Awards
 
From time to time, the Company may award unvested restricted shares as compensation to officers, employees and non-employee trustees. The issued shares vest over a period of time as determined by the board of trustees at the date of grant. The Company recognizes compensation expense for time-based unvested restricted shares on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures.

Non-employee trustees may also elect to receive unrestricted shares as compensation that would otherwise be paid in cash for their services. The shares issued to non-employee trustees in lieu of cash compensation are unrestricted and include no vesting conditions. The Company recognizes compensation expense for the unrestricted shares issued in lieu of cash compensation on the date of issuance based upon the fair market value of the shares on that date.

A summary of the unvested restricted shares as of June 30, 2025 is as follows:
  2025
  Number of
Shares		 Weighted-Average
Grant Date
Fair Value
Unvested at January 1, 2025 1,589,289  $ 11.74 
Granted 1,347,725  8.41 
Vested (808,023) 12.01 
Forfeited (125,665) 10.49 
Unvested at June 30, 2025 2,003,326  $ 9.47 

For the three and six months ended June 30, 2025, the Company recognized approximately $2.2 million and $4.5 million, respectively, of share-based compensation expense related to restricted share awards. For the three and six months ended June 30, 2024, the Company recognized approximately $3.0 million and $7.1 million, respectively, of share-based compensation expense related to restricted share awards. As of June 30, 2025, there was $15.9 million of total unrecognized compensation costs related to unvested restricted share awards and these costs are expected to be recognized over a weighted-average period of 2.1 years.
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The total fair value of the shares vested (calculated as the number of shares multiplied by the vesting date share price) during the six months ended June 30, 2025 and 2024 was approximately $7.3 million and $17.4 million, respectively.

Performance Units
 
The Company aligns its executive officers with its long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year performance unit awards that use both absolute and relative total shareholder return as the primary metrics. The performance units vest at the end of a three year period (the “performance units measurement period”).
The performance units granted in 2024 and 2025 may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving a relative shareholder return over the measurement period at specified percentiles of the peer group, as defined by the awards. These performance units are subject to modification based on the Company's absolute total shareholder return performance as follows: (1) if at the end of the measurement period the relative total shareholder return performance exceeds target and absolute total shareholder return is less than zero, payouts will be reduced by 25%, but not below target and (2) if the absolute total shareholder return is down more than 15% during the entire measurement period, the maximum payout will be capped at 115% of target. The performance units granted prior to 2024 may convert into restricted shares at a range of 0% to 200% of the number of performance units granted contingent upon the Company achieving an absolute total shareholder return (25% of award) and a relative shareholder return (75% of award) over the measurement period at specified percentiles of the peer group, as defined by the awards.
At the end of the performance units measurement period, if the target criterion is met, 100% of the performance units that are earned will vest immediately. The fair value of the performance units was determined using a Monte Carlo simulation. The Company estimates the compensation expense for the performance units on a straight-line basis using a calculation that recognizes 100% of the grant date fair value over three years.
A summary of the performance unit awards is as follows:
Date of Award Number of
Units Granted
Grant Date Fair
Value		 Conversion Range Risk Free Interest Rate Volatility
February 2022 (1) 407,024 $21.96
0% to 200%
 1.70% 70.15%
February 2023 574,846 $16.90
0% to 200%
 4.33% 66.70%
February 2024 703,325 $15.13
0% to 200%
 4.43% 35.60%
March 2025 832,322 $11.45
0% to 200%
 4.01% 31.10%
(1) In February 2025, following the end of the measurement period, the Company met certain threshold criterion and the performance units converted into approximately 240,000 restricted shares, all of which vested immediately. The total fair value of the vested shares related to the conversion of the performance units (calculated as the number of vested shares multiplied by the vesting date share price) during the six months ended June 30, 2025 was approximately $2.1 million.

For the three and six months ended June 30, 2025, the Company recognized approximately $0.7 million and $2.7 million, respectively, of share-based compensation expense related to the performance unit awards. This included a benefit of $1.6 million as a result of the forfeitures of approximately 217,000 performance units related to the departure of Company executives during the three months ended June 30, 2025. For the three and six months ended June 30, 2024, the Company recognized approximately $2.3 million and $4.6 million, respectively, of share-based compensation expense related to the performance unit awards. As of June 30, 2025, there was $14.8 million of total unrecognized compensation costs related to the performance unit awards and these costs are expected to be recognized over a weighted-average period of 2.1 years.

 As of June 30, 2025, there were 776,857 common shares available for future grant under the 2021 Plan, which includes potential common shares that may convert from performance units if certain target criterion is met.

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14.       Earnings per Common Share
 
Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period excluding the weighted-average number of unvested restricted shares and unvested performance units outstanding during the period. Diluted earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period, plus any shares that could potentially be outstanding during the period. The potential shares consist of the unvested restricted share grants and unvested performance units, calculated using the treasury stock method, and convertible Series A Preferred Shares, calculated using the if-converted method. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. 

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating shares and are considered in the computation of earnings per share pursuant to the two-class method. If there were any undistributed earnings allocable to the participating shares, they would be deducted from net income attributable to common shareholders used in the basic and diluted earnings per share calculations.

The limited partners’ outstanding OP units (which may be redeemed for common shares under certain circumstances) have been excluded from the diluted earnings per share calculation as there was no effect on the amounts for the three and six months ended June 30, 2025 and 2024, since the limited partners’ share of income would also be added back to net income attributable to common shareholders.

The computation of basic and diluted earnings per common share is as follows (in thousands, except share and per share data):
  For the three months ended June 30, For the six months ended June 30,
  2025 2024 2025 2024
Numerator:
Net income attributable to RLJ $ 28,453  $ 37,106  $ 31,815  $ 42,043 
Less: Preferred dividends (6,279) (6,279) (12,557) (12,557)
Less: Dividends paid on unvested restricted shares (300) (164) (586) (414)
Less: Undistributed earnings attributable to unvested restricted shares —  (162) —  — 
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 21,874  $ 30,501  $ 18,672  $ 29,072 
Denominator:
Weighted-average number of common shares - basic 149,532,971  153,641,065  150,217,440  153,305,640 
Unvested restricted shares 55,741  385,801  133,859  774,210 
Unvested performance units 10,241  79,005  3,784  71,285 
Weighted-average number of common shares - diluted 149,598,953  154,105,871  150,355,083  154,151,135 
Net income per share attributable to common shareholders - basic $ 0.15  $ 0.20  $ 0.12  $ 0.19 
Net income per share attributable to common shareholders - diluted $ 0.15  $ 0.20  $ 0.12  $ 0.19 


15. Segment Information

The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer.

The CODM separately evaluates the performance of each of the Company’s hotel properties and each hotel property is an operating segment. However, because each of the hotels has similar economic characteristics, facilities, and services, the hotel properties have been aggregated into a single reportable segment.
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The hotel segment revenues are derived from the operation of hotel properties. The hotel segment generates room revenue by renting hotel rooms to customers at the Company’s hotel properties. The hotel segment generates food and beverage revenue from the sale of food and beverage to customers at the Company’s hotel properties. The hotel segment generates other revenue from parking fees, resort fees, gift shop sales and other guest service fees at the Company’s hotel properties.

The CODM assesses performance for the hotel segment and decides how to allocate resources based on Hotel EBITDA, which is a non-GAAP financial measure. Hotel EBITDA is defined as net income or loss excluding: (1) interest expense; (2) income tax expense; and (3) depreciation and amortization expense, adjusted for corporate-level expenses, certain non-cash items, and certain other items that the Company considers outside the normal course of operations.

The following table presents information about profit or loss for the hotel segment:
For the three months ended June 30, For the six months ended June 30,
2025 2024 2025 2024
Revenues        
Room revenue $ 296,101  $ 303,652  $ 563,755  $ 570,282 
Food and beverage revenue 41,934  40,843  79,447  76,532 
Other revenue 25,068  24,802  48,020  46,893 
Total revenues 363,103  369,297  691,222  693,707 
Operating expenses        
Room expense 74,565  73,941  145,416  143,327 
Food and beverage expense 30,375  30,304  59,664  58,931 
Management and franchise fee expense 28,393  29,789  53,595  55,444 
Other operating expenses 92,787  90,792  184,498  180,601 
Total operating expenses 226,120  224,826  443,173  438,303 
Property tax, insurance and other 26,490  28,753  53,693  56,587 
Other, net (1) (2,895) (2,609) (4,943) (8,441)
Hotel EBITDA $ 113,388  $ 118,327  $ 199,299  $ 207,258 

(1)    Includes miscellaneous hotel segment income, as well as adjustments for corporate-level expenses, certain non-cash items, and certain other items that the Company considers outside the normal course of operations.

The following table provides a reconciliation of the hotel segment profit and loss to the Company’s consolidated totals:
For the three months ended June 30, For the six months ended June 30,
2025 2024 2025 2024
Income before income tax expense $ 28,970  $ 37,684  $ 32,436  $ 42,739 
Depreciation and amortization 46,363  44,474  92,151  89,153 
Interest expense, net of interest income 24,515  23,931  48,812  45,602 
General and administrative 11,138  13,940  23,784  29,045 
Loss (gain) on sale of hotel properties, net 378  (3,546) (943) (3,546)
Other, net 2,024  1,844  3,059  4,265 
Hotel EBITDA $ 113,388  $ 118,327  $ 199,299  $ 207,258 

A measure of segment assets is not currently provided to the CODM and has therefore not been included herein.

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16.       Supplemental Information to Statements of Cash Flows (in thousands)
For the six months ended June 30,
2025 2024
Reconciliation of cash, cash equivalents, and restricted cash reserves
Cash and cash equivalents $ 373,896  $ 371,133 
Restricted cash reserves 27,266  36,081 
Cash, cash equivalents, and restricted cash reserves $ 401,162  $ 407,214 
Interest paid $ 51,780  $ 50,355 
Income taxes paid $ 871  $ 2,055 
Operating cash flow lease payments for operating leases $ 7,020  $ 7,821 
Right-of-use asset and lease liability adjustments due to remeasurement $ —  $ (1,221)
Right-of-use asset and lease liability reclassifications to land due to acquisition $ —  $ 1,187 
Supplemental investing and financing transactions
In connection with acquisitions, the Company recorded the following:
Purchase price $ —  $ 160,500 
Application of purchase deposit —  (2,400)
Transaction costs —  488 
Operating prorations —  (243)
Acquisitions, net $ —  $ 158,345 
In connection with the sales of hotel properties, the Company recorded the following:
Sales price $ 24,250  $ 8,078 
Transaction costs (446) (394)
Operating prorations (22) (5)
Proceeds from sales of hotel properties, net $ 23,782  $ 7,679 
Supplemental non-cash transactions
Accrued capital expenditures $ 22,698  $ 18,440 
 
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as the information contained in our Annual Report, which is accessible on the SEC’s website at www.sec.gov.

Statement Regarding Forward-Looking Information
 
The following information contains certain statements, other than purely historical information, including estimates, projections, statements relating to our 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 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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," or similar expressions. Although we believe 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.
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Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. We caution investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures we make concerning risks and uncertainties in the sections entitled "Special Note About Forward-Looking Statements," "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, as well as the risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q and identified in other documents filed by us with the SEC.


Overview
 
We are a self-advised and self-administered Maryland REIT that owns primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. We own a geographically diversified portfolio of hotels located in high-growth urban markets that exhibit multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of Revenue per Available Room ("RevPAR"), strong operating margins and attractive returns.

Our strategy is to own primarily premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located within heart of demand locations. Focused-service and compact full-service hotels typically generate most of their revenue from room rentals, have limited food and beverage outlets and meeting space, and require fewer employees than traditional full-service hotels. We believe these types of hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those achieved by traditional full-service hotels while achieving higher profit margins due to their more efficient operating model and less volatile cash flows.

As of June 30, 2025, we owned 95 hotel properties with approximately 21,200 rooms, located in 23 states and the District of Columbia.  We owned, through wholly-owned subsidiaries, a 100% interest in 93 of our hotel properties, a 95% controlling interest in one hotel property, and a 50% non-controlling interest in an entity owning one hotel property. We consolidate our real estate interests in the 94 hotel properties in which we hold a controlling interest, and we record the real estate interest in the one hotel property in which we hold an indirect 50% non-controlling interest using the equity method of accounting. We lease 94 of the 95 hotel properties to our TRSs, of which we own a controlling financial interest.

For U.S. federal income tax purposes, we elected to be taxed as a REIT commencing with our taxable year ended December 31, 2011. Substantially all of our assets and liabilities are held by, and all of our operations are conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of June 30, 2025, we owned, through a combination of direct and indirect interests, 99.5% of the units of limited partnership interest in the OP units.

2025 Significant Activities
 
Our significant activities reflect our commitment to creating long-term shareholder value through enhancing our hotel portfolio's quality, recycling capital and maintaining a prudent capital structure. The following significant activities have taken place in 2025:

•Sold one hotel property for a sales price of $24.3 million.

•Refinanced a term loan to increase the term loan to $300.0 million and extend the initial maturity to April 2028.

•Paid off the $100.0 million outstanding balance on our Revolver using the incremental $100.0 million in proceeds from the refinanced term loan.

•Exercised the final one-year extension options on $181.0 million in mortgage loans to extend the maturities to April 2026.

•Approved a new share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred shares from May 9, 2025 to May 8, 2026.

•Repurchased and retired approximately 3.3 million common shares for approximately $28.2 million.

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Our Customers
 
The majority of our hotels consist of premium-branded, focused-service and compact full-service hotels. As a result of this property profile, the majority of our customers are transient in nature. Transient business typically represents individual business or leisure travelers. The majority of our hotels are located in business districts within major metropolitan areas. Accordingly, business travelers represent the majority of the transient demand at our hotels. As a result, macroeconomic factors impacting business travel have a greater effect on our business than factors impacting leisure travel.

Group business is typically defined as a minimum of 10 guestrooms booked together as part of the same piece of business. Group business may or may not use the meeting space at any given hotel. Given the limited meeting space at the majority of our hotels, group business that utilizes meeting space represents a small component of our customer base. 

A number of our hotel properties are affiliated with brands marketed toward extended-stay customers. Extended-stay customers are generally defined as those staying five nights or longer.

Our Revenues and Expenses
 
Our revenues are primarily derived from the operation of hotels, including the sale of rooms, food and beverage revenue and other revenue, which consists of parking fees, resort fees, gift shop sales and other guest service fees.
 
Our operating costs and expenses consist of the costs to provide hotel services, including room expense, food and beverage expense, management and franchise fees and other operating expenses. Room expense includes housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Food and beverage expense primarily includes the cost of food, the cost of beverages and the associated labor costs. Other operating expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and maintenance and utility costs. Our hotels that are subject to franchise agreements are charged a royalty fee, plus additional fees for marketing, central reservation systems and other franchisor costs, in order for the hotel properties to operate under the respective brands. Franchise fees are based on a percentage of room revenue and for certain hotels additional franchise fees are charged for food and beverage revenue. Our hotels are managed by independent, third-party management companies under long-term agreements pursuant to which the management companies typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel property. We generally receive a cash distribution from the management companies on a monthly basis, which reflects hotel-level sales less hotel-level operating expenses.

Key Indicators of Financial Performance
 
We use a variety of operating, financial and other information to evaluate the operating performance of our business. These key indicators include financial information that is prepared in accordance with GAAP as well as other financial measures that are non-GAAP measures. In addition, we use other information that may not be financial in nature, including industry standard statistical information and comparative data. We use this information to measure the operating performance of our individual hotels, groups of hotels and/or business as a whole. We also use these metrics to evaluate the hotels in our portfolio and potential acquisition opportunities to determine each hotel's contribution to cash flow and its potential to provide attractive long-term total returns. The key indicators include:

•Average Daily Rate ("ADR")
•Occupancy
•RevPAR
ADR, Occupancy and RevPAR are commonly used measures within the lodging industry to evaluate operating performance. RevPAR is an important statistic for monitoring operating performance at the individual hotel property level and across our entire business. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a regional and company-wide basis. ADR and RevPAR include only room revenue.

We also use non-GAAP measures such as FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA to evaluate the operating performance of our business. For a more in depth discussion of these non-GAAP measures, please refer to the "Non-GAAP Financial Measures" section. In addition, we use Hotel EBITDA, a non-GAAP financial measure, to assess operating performance.
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For a more in depth discussion of Hotel EBITDA, please refer to Note 15, Segment Information, to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates
 
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. It is possible that the actual amounts may differ significantly from these estimates and assumptions. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is available to us, our business and industry experience, and various other matters that we believe are reasonable and appropriate for consideration under the circumstances. Our Annual Report contains a discussion of our critical accounting policies and estimates. There have been no significant changes to our critical accounting policies and estimates since December 31, 2024. 

Results of Operations
 
At June 30, 2025 and 2024, we owned 95 and 97 hotel properties, respectively.  Based on when a hotel property is acquired or sold, the operating results for certain hotel properties are not comparable for the three and six months ended June 30, 2025 and 2024. The non-comparable properties include three hotel properties that were sold in 2025 and 2024 and one hotel property that was acquired in 2024.

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Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024
  For the three months ended June 30,  
  2025 2024 $ Change
  (amounts in thousands)
Revenues      
Operating revenues      
Room revenue $ 296,101  $ 303,652  $ (7,551)
Food and beverage revenue 41,934  40,843  1,091 
Other revenue 25,068  24,802  266 
Total revenues 363,103  369,297  (6,194)
Expenses      
Operating expenses      
Room expense 74,565  73,941  624 
Food and beverage expense 30,375  30,304  71 
Management and franchise fee expense 28,393  29,789  (1,396)
Other operating expenses 92,787  90,792  1,995 
Total property operating expenses 226,120  224,826  1,294 
Depreciation and amortization 46,363  44,474  1,889 
Property tax, insurance and other 26,490  28,753  (2,263)
General and administrative 11,138  13,940  (2,802)
Transaction costs 56  76  (20)
Total operating expenses 310,167  312,069  (1,902)
Other income, net 1,148  687  461 
Interest income 3,361  4,118  (757)
Interest expense (27,876) (28,049) 173 
(Loss) gain on sale of hotel properties, net (378) 3,546  (3,924)
Loss on extinguishment of indebtedness, net (34) —  (34)
Income before equity in (loss) income from unconsolidated joint ventures 29,157  37,530  (8,373)
Equity in (loss) income from unconsolidated joint ventures (187) 154  (341)
Income before income tax expense 28,970  37,684  (8,714)
Income tax expense (339) (393) 54 
Net income 28,631  37,291  (8,660)
Net income attributable to noncontrolling interests:      
Noncontrolling interest in the Operating Partnership (113) (169) 56 
Noncontrolling interest in consolidated joint ventures (65) (16) (49)
Net income attributable to RLJ 28,453  37,106  (8,653)
Preferred dividends (6,279) (6,279) — 
Net income attributable to common shareholders $ 22,174  $ 30,827  $ (8,653)

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Revenues
 
Total revenues decreased $6.2 million to $363.1 million for the three months ended June 30, 2025 from $369.3 million for the three months ended June 30, 2024. The decrease was the result of a $7.6 million decrease in room revenue, offset by a $1.1 million increase in food and beverage revenue and a $0.3 million increase in other revenue.

Room Revenue

Room revenue decreased $7.6 million to $296.1 million for the three months ended June 30, 2025 from $303.7 million for the three months ended June 30, 2024.  The decrease was the result of a $6.3 million decrease in room revenue attributable to the comparable properties and a $1.2 million decrease in room revenue attributable to the non-comparable properties. The decrease in room revenue from the comparable properties was primarily due to a decrease in government, corporate and group travel.

The following are the quarter-to-date key hotel operating statistics for the comparable properties:
For the three months ended June 30,
2025 2024
Occupancy 75.5  % 76.8  %
ADR $ 205.03  $ 206.10 
RevPAR $ 154.90  $ 158.27 
 
Food and Beverage Revenue
 
Food and beverage revenue increased $1.1 million to $41.9 million for the three months ended June 30, 2025 from $40.8 million for the three months ended June 30, 2024. The increase in food and beverage revenue was primarily due to increases in outlet revenue and the ramping up of our recently converted and renovated hotels.

Other Revenue
 
Other revenue increased $0.3 million to $25.1 million for the three months ended June 30, 2025 from $24.8 million for the three months ended June 30, 2024. 

Property Operating Expenses
 
Property operating expenses increased $1.3 million to $226.1 million for the three months ended June 30, 2025 from $224.8 million for the three months ended June 30, 2024. The increase was due to a $2.1 million increase in property operating expenses from the comparable properties offset by a $0.8 million decrease in property operating expenses from the non-comparable properties.

The components of our property operating expenses for the comparable properties were as follows (in thousands):
For the three months ended June 30,
2025 2024 $ Change
Room expense $ 74,155  $ 73,114  $ 1,041 
Food and beverage expense 29,995  30,165  (170)
Management and franchise fee expense 28,323  29,426  (1,103)
Other operating expenses 92,020  89,714  2,306 
Total property operating expenses $ 224,493  $ 222,419  $ 2,074 

The increase in property operating expenses from the comparable properties was primarily due to increases in wages and benefits, as well as increases in room expenses and increases in other operating expenses, primarily due to increases in utilities and general liability insurance coverage. This was offset by a decrease in management and franchise fee expense, which was due to lower revenues as well as recently amended management and franchise agreements.



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Depreciation and Amortization

Depreciation and amortization expense increased $1.9 million to $46.4 million for the three months ended June 30, 2025 from $44.5 million for the three months ended June 30, 2024. The increase in depreciation and amortization expense was primarily related to recently renovated hotels.

Property Tax, Insurance and Other
 
Property tax, insurance and other expense decreased $2.3 million to $26.5 million for the three months ended June 30, 2025 from $28.8 million for the three months ended June 30, 2024. The decrease was primarily attributable to the beneficial impact of successful real estate tax appeals in the current quarter and a decrease in property insurance premiums. 

General and Administrative
 
General and administrative expense decreased $2.8 million to $11.1 million for the three months ended June 30, 2025 from $13.9 million for the three months ended June 30, 2024. The decrease was primarily attributable to a decrease in non-cash compensation expense, including the impact of a $1.6 million benefit as a result of the performance unit forfeitures related to the departure of Company executives during the three months ended June 30, 2025.

Other Income, net

Other income, net increased $0.5 million to $1.1 million for the three months ended June 30, 2025 from $0.7 million for the three months ended June 30, 2024.

Interest Income

Interest income decreased $0.8 million to $3.4 million for the three months ended June 30, 2025 from $4.1 million for the three months ended June 30, 2024. The decrease was attributable to the combination of lower interest rates and the Company holding less cash in 2025.

Interest Expense
 
Interest expense decreased $0.2 million to $27.9 million for the three months ended June 30, 2025 from $28.0 million for the three months ended June 30, 2024. The components of our interest expense for the three months ended June 30, 2025 and 2024 were as follows (in thousands):
For the three months ended June 30,
2025 2024 $ Change
Senior Notes $ 9,688  $ 9,688  $ — 
Revolver and Term Loans 13,757  13,787  (30)
Mortgage loans 2,386  2,612  (226)
Amortization of deferred financing costs 1,901  1,544  357 
Non-cash interest expense related to interest rate hedges 144  418  (274)
Total interest expense $ 27,876  $ 28,049  $ (173)

(Loss) Gain on Sale of Hotel Properties, net

During the three months ended June 30, 2024, we sold one hotel property for a sales price of approximately $8.1 million and recorded a net gain on the sale of approximately $3.5 million. There were no hotels sold during the three months ended June 30, 2025.
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Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024
  For the six months ended June 30,  
  2025 2024 $ Change
  (amounts in thousands)
Revenues      
Operating revenues      
Room revenue $ 563,755  $ 570,282  $ (6,527)
Food and beverage revenue 79,447  76,532  2,915 
Other revenue 48,020  46,893  1,127 
Total revenues 691,222  693,707  (2,485)
Expenses      
Operating expenses      
Room expense 145,416  143,327  2,089 
Food and beverage expense 59,664  58,931  733 
Management and franchise fee expense 53,595  55,444  (1,849)
Other operating expenses 184,498  180,601  3,897 
Total property operating expenses 443,173  438,303  4,870 
Depreciation and amortization 92,151  89,153  2,998 
Property tax, insurance and other 53,693  56,587  (2,894)
General and administrative 23,784  29,045  (5,261)
Transaction costs 112  90  22 
Total operating expenses 612,913  613,178  (265)
Other income, net 2,036  3,878  (1,842)
Interest income 6,616  8,905  (2,289)
Interest expense (55,428) (54,507) (921)
Gain on sale of hotel properties, net 943  3,546  (2,603)
Loss on extinguishment of indebtedness, net (34) —  (34)
Income before equity in (loss) income from unconsolidated joint ventures 32,442  42,351  (9,909)
Equity in (loss) income from unconsolidated joint ventures (6) 388  (394)
Income before income tax expense 32,436  42,739  (10,303)
Income tax expense (633) (702) 69 
Net income 31,803  42,037  (10,234)
Net (income) loss attributable to noncontrolling interests:      
Noncontrolling interest in the Operating Partnership (96) (167) 71 
Noncontrolling interest in consolidated joint ventures 108  173  (65)
Net income attributable to RLJ 31,815  42,043  (10,228)
Preferred dividends (12,557) (12,557) — 
Net income attributable to common shareholders $ 19,258  $ 29,486  $ (10,228)
 










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Revenues
 
Total revenues decreased $2.5 million to $691.2 million for the six months ended June 30, 2025 from $693.7 million for the six months ended June 30, 2024. The decrease was the result of a $6.5 million decrease in room revenue, offset by a $2.9 million increase in food and beverage revenue and a $1.1 million increase in other revenue.

Room Revenue
 
Room revenue decreased $6.5 million to $563.8 million for the six months ended June 30, 2025 from $570.3 million for the six months ended June 30, 2024.  The decrease was the result of a $4.8 million decrease in room revenue attributable to the comparable properties and a $1.8 million decrease in room revenue attributable to the non-comparable properties. The decrease in room revenue from the comparable properties was primarily due to a decrease in government, corporate, group and leisure travel.

The following are the year-to-date key hotel operating statistics for the comparable properties:
For the six months ended June 30,
2025 2024
Occupancy 72.4  % 73.2  %
ADR $ 204.72  $ 203.28 
RevPAR $ 148.18  $ 148.70 
 
Food and Beverage Revenue
 
Food and beverage revenue increased $2.9 million to $79.4 million for the six months ended June 30, 2025 from $76.5 million for the six months ended June 30, 2024. The increase in food and beverage revenue was primarily due to increases in outlet revenue and the ramping up of our recently converted and renovated hotels.

Other Revenue
 
Other revenue increased $1.1 million to $48.0 million for the six months ended June 30, 2025 from $46.9 million for the six months ended June 30, 2024.  The increase in other revenue was primarily due to an increase in parking and resort fees.

Property Operating Expenses
 
Property operating expenses increased $4.9 million to $443.2 million for the six months ended June 30, 2025 from $438.3 million for the six months ended June 30, 2024. The increase was due to a $6.0 million increase in property operating expenses from the comparable properties offset by a $1.1 million decrease in property operating expenses from the non-comparable properties.

The components of our property operating expenses for the comparable properties were as follows (in thousands):
For the six months ended June 30,
2025 2024 $ Change
Room expense $ 144,424  $ 141,774  $ 2,650 
Food and beverage expense 58,841  58,703  138 
Management and franchise fee expense 53,352  54,747  (1,395)
Other operating expenses 183,014  178,418  4,596 
Total property operating expenses $ 439,631  $ 433,642  $ 5,989 

The increase in property operating expenses from the comparable properties was primarily due to increases in wages and benefits, as well as increases in room expenses and increases in other operating expenses, primarily due to increases in utilities and general liability insurance coverage. This was offset by a decrease in management and franchise fee expense, which was due to lower revenues as well as recently amended management and franchise agreements.



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Depreciation and Amortization

Depreciation and amortization expense increased $3.0 million to $92.2 million for the six months ended June 30, 2025 from $89.2 million for the six months ended June 30, 2024. The increase in depreciation and amortization expense was primarily related to our recently renovated hotels.

Property Tax, Insurance and Other
 
Property tax, insurance and other expense decreased $2.9 million to $53.7 million for the six months ended June 30, 2025 from $56.6 million for the six months ended June 30, 2024.  The decrease was primarily attributable to the impact of successful real estate tax appeals in the current period and a decrease in property insurance premiums. 

General and Administrative
 
General and administrative expense decreased $5.3 million to $23.8 million for the six months ended June 30, 2025 from $29.0 million for the six months ended June 30, 2024. The decrease was primarily attributable to a decrease in non-cash compensation expense, including the impact of a $1.6 million benefit as a result of the performance unit forfeitures related to the departure of Company executives during the six months ended June 30, 2025.

Other Income, net

Other income, net decreased $1.8 million to $2.0 million for the six months ended June 30, 2025 from $3.9 million for the six months ended June 30, 2024. The decrease was primarily attributable to the receipt of certain one-time COVID-19 relief awards during the six months ended June 30, 2024.

Interest Income

Interest income decreased $2.3 million to $6.6 million for the six months ended June 30, 2025 from $8.9 million for the six months ended June 30, 2024. The decrease was attributable to the combination of lower interest rates and the Company holding less cash in 2025.

Interest Expense
 
Interest expense increased $0.9 million to $55.4 million for the six months ended June 30, 2025 from $54.5 million for the six months ended June 30, 2024. The increase was attributable to an increase in the amount of our debt that was unhedged combined with the expiration of certain interest rate swaps. The components of our interest expense for the six months ended June 30, 2025 and 2024 were as follows (in thousands):
For the six months ended June 30,
2025 2024 $ Change
Senior Notes $ 19,375  $ 19,375  $ — 
Revolver and Term Loans 27,292  22,847  4,445 
Mortgage loans 4,741  8,269  (3,528)
Amortization of deferred financing costs 3,732  3,116  616 
Non-cash interest expense related to interest rate hedges 288  900  (612)
Total interest expense $ 55,428  $ 54,507  $ 921 

Gain on Sale of Hotel Properties, net

During the six months ended June 30, 2025, we sold one hotel property for a sales price of $24.3 million and recorded a net gain on the sale of $0.9 million. During the six months ended June 30, 2024, we sold one hotel property for a sales price of approximately $8.1 million and recorded a net gain on the sale of approximately $3.5 million.

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Non-GAAP Financial Measures
 
We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre and (5) Adjusted EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of our operating performance. FFO, Adjusted FFO, EBITDA, EBITDAre, and Adjusted EBITDA, as calculated by us, may not be comparable to FFO, Adjusted FFO, EBITDA, EBITDAre and Adjusted EBITDA as reported by other companies that do not define such terms exactly as we define such terms.

Funds From Operations
 
We calculate funds from operations ("FFO") in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which defines FFO as net income or loss, excluding gains or losses from sales of real estate, impairment, the cumulative effect of changes in accounting principles, plus depreciation and amortization, 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 real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. We believe that the presentation of FFO provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs, even though FFO does not represent an amount that accrues directly to common shareholders. Our calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing us to non-REITs. We present FFO attributable to common shareholders, which includes our OP units, because our OP units may be redeemed for common shares. We believe it is meaningful for the investor to understand FFO attributable to all common shares and OP units.
 
We further adjust FFO for certain additional items that are not in NAREIT’s definition of FFO, such as transaction costs, pre-opening costs, gains or losses on extinguishment of indebtedness, non-cash income tax expense or benefit, amortization of share-based compensation, non-cash interest expense related to discontinued interest rate hedges, derivative gains or losses in accumulated other comprehensive income reclassified to earnings, and certain other income or expenses that we consider outside the normal course of operations. We believe that Adjusted FFO provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income and FFO, is beneficial to an investor’s understanding of our operating performance. 

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The following table is a reconciliation of our GAAP net income to FFO attributable to common shareholders and unitholders and Adjusted FFO attributable to common shareholders and unitholders for the three and six months ended June 30, 2025 and 2024 (in thousands):

  For the three months ended June 30, For the six months ended June 30,
  2025 2024 2025 2024
Net income $ 28,631  $ 37,291  $ 31,803  $ 42,037 
Preferred dividends (6,279) (6,279) (12,557) (12,557)
Depreciation and amortization 46,363  44,474  92,151  89,153 
Loss (gain) on sale of hotel properties, net 378  (3,546) (943) (3,546)
Noncontrolling interest in consolidated joint ventures (65) (16) 108  173 
Adjustments related to consolidated joint venture (1) (49) (47) (98) (92)
Adjustments related to unconsolidated joint venture (2) 237  228  481  457 
FFO 69,216  72,105  110,945  115,625 
Transaction costs 56  76  112  90 
Pre-opening costs (3) 52  125  451  199 
Loss on extinguishment of indebtedness, net 34  —  34  — 
Amortization of share-based compensation 2,888  5,275  7,237  11,708 
Non-cash interest expense related to discontinued interest rate hedges 144  418  288  900 
Other expenses (4) 268  620  512  1,951 
Adjusted FFO $ 72,658  $ 78,619  $ 119,579  $ 130,473 
 
(1)Includes depreciation and amortization expense allocated to the noncontrolling interest in the consolidated joint venture.
(2)Includes our ownership interest in the depreciation and amortization expense of the unconsolidated joint venture.
(3)Represents expenses related to the brand conversions of certain hotel properties prior to opening.
(4)Represents expenses and income outside of the normal course of operations.

EBITDA and EBITDAre
 
EBITDA is defined as net income or loss excluding: (1) interest expense; (2) income tax expense; and (3) depreciation and amortization expense. We consider EBITDA useful to an investor in evaluating and facilitating comparisons of our operating performance between periods and between REITs by removing the impact of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization expense) from our operating results.  In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and disposals.
 
In addition to EBITDA, we present EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss excluding interest expense, income tax expense, depreciation and amortization expense, gains or losses from sales of real estate, impairment, and adjustments for unconsolidated joint ventures. We believe that the presentation of EBITDAre provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs.

We also present Adjusted EBITDA, which includes additional adjustments for items such as transaction costs, pre-opening costs, gains or losses on extinguishment of indebtedness, amortization of share-based compensation, derivative gains or losses in accumulated other comprehensive income reclassified to earnings, and certain other income or expenses that we consider outside the normal course of operations. We believe that Adjusted EBITDA provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income, EBITDA, and EBITDAre, is beneficial to an investor’s understanding of our operating performance.
 
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The following table is a reconciliation of our GAAP net income to EBITDA, EBITDAre and Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 (in thousands):
  For the three months ended June 30, For the six months ended June 30,
  2025 2024 2025 2024
Net income $ 28,631  $ 37,291  $ 31,803  $ 42,037 
Depreciation and amortization 46,363  44,474  92,151  89,153 
Interest expense, net of interest income 24,515  23,931  48,812  45,602 
Income tax expense 339  393  633  702 
Adjustments related to unconsolidated joint venture (1) 484  332  800  667 
EBITDA 100,332  106,421  174,199  178,161 
Loss (gain) on sale of hotel properties, net 378  (3,546) (943) (3,546)
EBITDAre
 100,710  102,875  173,256  174,615 
Transaction costs 56  76  112  90 
Pre-opening costs (2) 52  125  451  199 
Loss on extinguishment of indebtedness, net 34  —  34  — 
Amortization of share-based compensation 2,888  5,275  7,237  11,708 
Other expenses (3) 268  620  512  1,951 
Adjusted EBITDA $ 104,008  $ 108,971  $ 181,602  $ 188,563 

(1)Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint venture.
(2)Represents expenses related to the brand conversions of certain hotel properties prior to opening.
(3)Represents expenses and income outside of the normal course of operations.

Liquidity and Capital Resources
 
Our liquidity requirements consist primarily of the funds necessary to pay for operating expenses and other expenditures directly associated with our hotel properties, including:

•funds necessary to pay for the costs of acquiring hotel properties;

•redevelopments, conversions, renovations and other capital expenditures that need to be made periodically to our hotel properties;
 
•recurring maintenance and capital expenditures necessary to maintain our hotel properties in accordance with brand standards;
 
•interest expense and scheduled principal payments on outstanding indebtedness;
 
•distributions on common and preferred shares;

•share repurchases under our share repurchase programs; and

•corporate and other general and administrative expenses.
 
As of June 30, 2025, we had $401.2 million of cash, cash equivalents, and restricted cash reserves as compared to $433.3 million at December 31, 2024.

Sources and Uses of Cash
 
Cash flows from Operating Activities
 
The net cash flow provided by operating activities totaled $117.6 million and $134.3 million for the six months ended June 30, 2025 and 2024, respectively. Our cash flows provided by operating activities generally consist of the net cash generated by our hotel operations, the cash paid for corporate expenses and other working capital changes. Refer to the "Results of Operations" section for further discussion of our operating results for the six months ended June 30, 2025 and 2024.

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Cash flows from Investing Activities
 
The net cash flow used in investing activities totaled $58.2 million for the six months ended June 30, 2025 primarily due to $82.0 million in capital improvements and additions to our hotel properties and other assets. The net cash flow used in investing activities was partially offset by $23.8 million in proceeds from the sale of a hotel property.

The net cash flow used in investing activities totaled $225.0 million for the six months ended June 30, 2024 primarily due to a $122.7 million acquisition of a fee simple interest in our Wyndham Boston Beacon Hill hotel property, a $35.7 million acquisition of a hotel property, $72.4 million in capital improvements and additions to our hotel properties and other assets, and a purchase deposit of $2.0 million. The net cash flow used in investing activities was partially offset by $7.7 million in proceeds from the sale of a hotel property.

Cash flows from Financing Activities
 
The net cash flow used in financing activities totaled $91.6 million for the six months ended June 30, 2025 primarily due to $100.0 million in repayment of our Revolver, $27.2 million paid to repurchase common shares under our share repurchase programs, $58.8 million in distributions to shareholders and unitholders, $3.6 million paid to repurchase common shares to satisfy employee tax withholding requirements, and $2.1 million in deferred financing cost payments. The net cash flow used in financing activities was partially offset by $100.0 million in borrowings on a term loan.

The net cash flow used in financing activities totaled $57.4 million for the six months ended June 30, 2024 primarily due to $200.0 million in repayment of a maturing mortgage loan, $4.2 million paid to repurchase common shares under our share repurchase programs, $43.9 million in distributions to shareholders and unitholders, and $9.0 million paid to repurchase common shares to satisfy employee tax withholding requirements. The net cash flow used in financing activities was partially offset by $200.0 million in borrowings on our Revolver.

Capital Expenditures and Reserve Funds
 
We maintain each of our hotel properties in good repair and condition and in conformity with applicable laws and regulations, franchise agreements and management agreements. The cost of routine improvements and alterations are paid out of FF&E reserves, which are funded by a portion of each hotel property’s gross revenues. Routine capital expenditures may be administered by the property management companies. However, we have approval rights over the capital expenditures as part of the annual budget process for each of our hotel properties.

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 guestrooms, public space, meeting space, and/or restaurants, in order to better compete with other hotels and alternative lodging options in our markets. In addition, upon acquisition of a hotel property we often are required to complete a property improvement plan in order to bring the hotel up to the respective franchisor’s standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the FF&E reserves. To the extent that the FF&E reserves are not available or sufficient to cover the cost of the renovation, we will fund all or the remaining portion of the renovation with cash and cash equivalents on hand, our Revolver and/or other sources of available liquidity.

With respect to some of our hotels that are operated under franchise agreements with major national hotel brands and for some of our hotels subject to first mortgage liens, we are obligated to maintain FF&E reserve accounts for future capital expenditures at these hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 3.0% and 5.0% of the respective hotel’s total gross revenue. As of June 30, 2025, approximately $27.3 million was held in FF&E reserve accounts for future capital expenditures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
Market risk includes the risks that arise from changes in interest rates, equity prices and other market changes that affect market sensitive instruments. Our primary market risk exposure is to changes in interest rates on our variable rate debt. As of June 30, 2025, we had approximately $1.2 billion of total variable rate debt outstanding (or 54.1% of total indebtedness) with a weighted-average interest rate of 5.07% per annum. After taking into consideration the effect of interest rate swaps, 72.8% of our total indebtedness was fixed or effectively fixed. As of June 30, 2025, if market interest rates on our variable rate debt not subject to interest rate swaps were to increase by 1.00%, or 100 basis points, interest expense would decrease future earnings and cash flows by approximately $6.1 million annually, taking into account our existing contractual hedging arrangements.
 
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Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. We have entered into derivative financial instruments such as interest rate swaps to mitigate our interest rate risk or to effectively lock the interest rate on a portion of our variable rate debt. We do not enter into derivative or interest rate transactions for speculative purposes.
 
The following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations outstanding as of June 30, 2025, the following table presents the principal repayments and related weighted-average interest rates by contractual maturity dates (in thousands):
  2025 2026 2027 2028 2029 Thereafter Total
Fixed rate debt (1)(2) $ —  $ 500,000  $ —  $ — $ 525,000  $ — $ 1,025,000 
Weighted-average interest rate —  % 3.75  % —  % —  % 4.05  % —  % 3.90  %
Variable rate debt (1) $ — $ 406,000  $ 500,000  $ 300,000 $ — $ —  $ 1,206,000 
Weighted-average interest rate (3) —  % 5.04  % 4.51  % 6.03  % —  % —  % 5.07  %
Total $ — $ 906,000  $ 500,000  $ 300,000 $ 525,000 $ — $ 2,231,000 

(1)Excludes $6.5 million, $0.2 million and $4.8 million of net deferred financing costs on the Term Loans, mortgage loans and Senior Notes, respectively.
(2)Excludes $1.3 million related to a fair value adjustment on debt.
(3)The weighted-average interest rate gives effect to interest rate swaps, as applicable.
 
Our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, prevailing interest rates and our hedging strategies at that time.
 
Changes in market interest rates on our fixed rate debt impact the fair value of our debt, but such changes have no impact on our consolidated financial statements. As of June 30, 2025, the estimated fair value of our fixed rate debt was $988.3 million, which was based on having the same debt service requirements that could have been borrowed at the date presented, at prevailing current market interest rates. If interest rates were to rise by 1.00%, or 100 basis points, and our fixed rate debt balance remained constant, we expect the fair value of our debt would decrease by approximately $23.8 million.

Item 4.            Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, under the supervision and participation of the Company's principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting
 
There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15 and 15d-15 of the Exchange Act) during the period ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.        Legal Proceedings
 
The nature of the operations of our hotels exposes our hotel properties, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. Other than routine litigation arising out of the ordinary course of business, 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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Item 1A.            Risk Factors
 
For a discussion of our potential risks and uncertainties, please refer to the "Risk Factors" section in our Annual Report, which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in our Annual Report.

Item 2.                     Unregistered Sales of Equity Securities and Use of Proceeds
 
Unregistered Sales of Equity Securities
 
The Company did not sell any securities during the quarter ended June 30, 2025 that were not registered under the Securities Act.

Issuer Purchases of Equity Securities

The following table summarizes all of the share repurchases during the three months ended June 30, 2025:
Period Total number
of shares
purchased (1)		 Average price
paid per share		 Total number of
shares purchased as
part of publicly
announced plans or
programs		 Maximum number
of shares that may
yet be purchased
under the plans or
programs (2)
April 1, 2025 through April 30, 2025 556,869  $ 7.06  496,021  29,234,321 
May 1, 2025 through May 31, 2025 209,646  $ 7.39  209,646  34,034,223 
June 1, 2025 through June 30, 2025 180,747  $ 7.31  180,747  33,946,147 
Total 947,262    886,414   

(1)Includes surrendered common shares owned by certain employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under the 2021 Plan.
(2)The 2025 Share Repurchase Program to acquire up to an aggregate of $250.0 million of common and preferred shares was approved on April 25, 2025 and is set to expire on May 8, 2026. The prior share repurchase program expired on May 8, 2025. The maximum number of shares that may yet be repurchased under a share repurchase program is calculated by dividing the total dollar amount available to repurchase shares by the closing price of our common shares on the last business day of the respective month.

Item 3.                     Defaults Upon Senior Securities
 
None.
 
Item 4.                     Mine Safety Disclosures
 
Not applicable.


Item 5.                     Other Information

Rule 10b5-1 Trading Plans
    
During the three months ended June 30, 2025, none of the Company’s trustees or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement."

Appointment of New Interim Principal Financial Officer

On August 4, 2025, the Board of Trustees of the Company appointed Leslie D. Hale, the President and Chief Executive Officer of the Company, to serve as the Company’s interim principal financial officer while the Company conducts its search for a new Chief Financial Officer.

The information required by Items 401(b), (d), and (e) and Item 404(a) of Regulation S-K regarding Ms. Hale was previously reported in the Company’s Definitive Proxy Statement filed with the SEC on March 24, 2025, and is incorporated herein by reference.
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There is no arrangement or understanding with any person pursuant to which Ms. Hale was appointed to assume these duties. There are no family relationships between Ms. Hale and any director or executive officer of the Company, and Ms. Hale is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

No new compensatory arrangements have been entered into in connection with Ms. Hale’s assumption of the principal financial officer role.

Item 6.                     Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are noted below:

Exhibit Index
Exhibit
Number		   Description of Exhibit
   
3.1
3.2
3.3
3.4
3.5
3.6
31.1*  
32.1*  
101.INS   Inline XBRL Instance Document   Submitted electronically with this report
101.SCH   Inline XBRL Taxonomy Extension Schema Document   Submitted electronically with this report
101.CAL   Inline XBRL Taxonomy Calculation Linkbase Document   Submitted electronically with this report
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document   Submitted electronically with this report
101.LAB   Inline XBRL Taxonomy Label Linkbase Document   Submitted electronically with this report
101.PRE   Inline XBRL Taxonomy Presentation Linkbase Document   Submitted electronically with this report
104 Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) Submitted electronically with this report
*Filed herewith


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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
   
Dated: August 8, 2025 /s/ LESLIE D. HALE
  Leslie D. Hale
  President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)
Dated: August 8, 2025 /s/ CHRISTOPHER A. GORMSEN
  Christopher A. Gormsen
  Senior Vice President and Chief Accounting Officer
  (Principal Accounting Officer)
40
EX-31.1 2 exhibit311-6302025.htm EX-31.1 Document
EXHIBIT 31.1


 
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Leslie D. Hale, certify that:
 
1.                   I have reviewed this Quarterly Report on Form 10-Q of RLJ Lodging 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.
 
   
Dated: August 8, 2025 /s/ LESLIE D. HALE
  Leslie D. Hale
  President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)

EX-32.1 3 exhibit321-6302025.htm EX-32.1 Document
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 Quarterly Report of RLJ Lodging Trust (the “Company”) on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leslie D. Hale, President and Chief Executive Officer of the Company, certify, to my knowledge, 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, and
 
(2)                       the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
   
Dated: August 8, 2025 /s/ LESLIE D. HALE
  Leslie D. Hale
  President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer)