株探米国株
日本語 英語
エドガーで原本を確認する
false000151133700015113372025-11-052025-11-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 05, 2025
 
RLJ LODGING TRUST
(Exact name of registrant as specified in its charter)
 
Maryland   001-35169   27-4706509
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)
 
7373 Wisconsin Avenue, Suite 1500  
Bethesda, Maryland 20814
(Address of principal executive offices)   (Zip Code)
 
(301) 280-7777
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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

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






Item 2.02.       Results of Operations and Financial Condition.
 
On November 5, 2025, RLJ Lodging Trust (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.       Financial Statements and Exhibits.
 
(a)  Not applicable.
 
(b)  Not applicable.
 
(c)  Not applicable.
 
(d)  The following exhibits are filed as part of this report:
 
Exhibit
Number		   Description
99.1   
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  RLJ LODGING TRUST
   
Dated: November 5, 2025
 By: /s/ Leslie D. Hale
    Leslie D. Hale
    President and Chief Executive Officer

EXHIBIT LIST
 
Exhibit
Number		   Description
99.1   



EX-99.1 2 rljq32025exhibit991.htm EX-99.1 Document
rljlt_blacklogox2022a.jpg
Press Release                                        

RLJ Lodging Trust Reports Third Quarter 2025 Results

Net Loss per share attributable to common shareholders of $0.07
Adjusted FFO per diluted common share and unit of $0.27
Adjusted EBITDA of $72.6 million

Bethesda, MD, November 5, 2025 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today reported results for the three and nine months ended September 30, 2025.

Third Quarter Highlights
•Portfolio Comparable RevPAR of $138.51, a decrease of 5.1% over the prior year
•Total Revenues of $330.0 million
•Net Loss of $3.8 million and Net Loss per share of $0.07
•Comparable Hotel EBITDA of $80.8 million
•Adjusted EBITDA of $72.6 million
•Adjusted FFO per diluted common share and unit of $0.27
•Repurchased 0.2 million shares for approximately $1.3 million

“Our third quarter results were consistent with our expectations and reflect the resiliency of our portfolio and lean operating model amid a choppy backdrop. Despite the lower occupancy environment, we were pleased to achieve continued growth in out-of-room spend, highlighting the success of our ROI initiatives, which combined with our disciplined cost control efforts contributed to our solid bottom-line results. During the quarter, we continued to advance our conversion pipeline as well as our transformative renovations, further positioning our portfolio to unlock embedded value,” commented Leslie D. Hale, President and Chief Executive Officer. “While the recent government shutdown and ongoing macro uncertainty have moderated our near-term view and are reflected in our updated full-year outlook, we are encouraged by a number of building blocks that should support a more constructive backdrop as we look ahead to 2026. We believe these tailwinds, together with the continued ramp of our strategic investments, as well as our strong balance sheet, position us to capture outsized benefits as demand strengthens.”

The prefix “comparable” as defined by the Company, denotes operating results which include results for periods prior to its ownership and excludes sold hotels. Explanations of EBITDA, EBITDAre, Adjusted EBITDA, Hotel EBITDA, Hotel EBITDA Margin, FFO, and Adjusted FFO, as well as reconciliations of those measures to net income or loss, if applicable, are included within this release.
1
rljlt_blacklogox2022a.jpg
Financial and Operating Highlights
($ in thousands, except ADR, RevPAR, Change, and per share amounts)
(unaudited)
For the three months ended September 30, For the nine months ended September 30,
2025 2024 Change 2025 2024 Change
Operational Overview: (1)
Comparable ADR $189.74 $193.75 (2.1)% $199.70 $200.07 (0.2)%
Comparable Occupancy 73.0% 75.4% (3.1)% 72.6% 73.9% (1.8)%
Comparable RevPAR $138.51 $146.03 (5.1)% $144.93 $147.81 (1.9)%
Financial Overview:
Total Revenue $330,045 $345,744 (4.5)% $1,021,267 $1,039,451 (1.7)%
Comparable Hotel Revenue $330,027 $343,665 (4.0)% $1,020,111 $1,035,284 (1.5)%
Net (loss) income ($3,798) $20,643 (118.4)% $28,005 $62,680 (55.3)%
Comparable Hotel EBITDA $80,752 $100,666 (19.8)% $279,073 $306,978 (9.1)%
Comparable Hotel EBITDA Margin 24.5% 29.3% (480) bps 27.4% 29.7% (230) bps
Adjusted EBITDA $72,583 $91,927 (21.0)% $254,185 $280,494 (9.4)%
Adjusted FFO $41,103 $61,155 (32.8)% $160,684 $191,634 (16.2)%
Adjusted FFO Per Diluted Common Share and Unit $0.27 $0.40 (32.5)% $1.07 $1.24 (13.7)%
Note:
(1) Comparable statistics reflect the Company's 94 hotel portfolio owned as of September 30, 2025.

Operational Update
Third quarter industry performance was impacted by the compounding effect of difficult prior year comparisons and softer citywide calendars in a number of markets. In addition to these headwinds, and as previously disclosed, the Company’s third quarter RevPAR was also impacted by three transformative renovations as well as the closure of the Austin Convention Center for expansion, which collectively had an approximately 200 basis point negative impact. As a result, the Company's Comparable RevPAR declined by 5.1%, though RevPAR trends improved sequentially each month of the quarter. Despite an occupancy decline of 3.1%, the Company also achieved out-of-room revenues growth of 1.3% during the third quarter, benefitting from the success of its Return on Investment (“ROI”) initiatives, which along with tight cost containment, contributed to bottom line results.

Share Repurchases
During the third quarter, the Company repurchased 0.2 million common shares for approximately $1.3 million at an average price of $7.29. Year-to-date, the Company has repurchased 3.3 million common shares for approximately $28.6 million. As of November 5, 2025, the Company's 2025 share repurchase program had a remaining capacity of $245.7 million.

Balance Sheet    
As of September 30, 2025, the Company had approximately $1.0 billion of total liquidity, comprised of approximately $375 million of unrestricted cash and $600 million available under its revolving credit facility (the "Revolver"), as well as $2.2 billion of debt outstanding.




2
rljlt_blacklogox2022a.jpg
Dividends
The Company’s Board of Trustees declared a quarterly cash dividend of $0.15 per common share of beneficial interest of the Company in the third quarter. The dividend was paid on October 15, 2025 to shareholders of record as of September 30, 2025.

The Company's Board of Trustees declared a third quarter cash dividend of $0.4875 on the Company’s Series A Preferred Shares. The dividend was paid on October 31, 2025 to shareholders of record as of September 30, 2025.

2025 Outlook
The Company is updating its full-year outlook to incorporate year-to-date performance as well as the anticipated impact from the ongoing government shutdown to overall travel and fourth quarter performance.

No future acquisitions, dispositions, financings, or share repurchases are incorporated into the Company's outlook and could result in a material change to the Company's outlook.

FY 2025
Comparable RevPAR Growth -2.6% to -1.9%
Comparable Hotel EBITDA $357.5M to $365.5M
Adjusted EBITDA $324.0M to $332.0M
Adjusted FFO per diluted share $1.31 to $1.37

Additionally, the Company's full year 2025 outlook includes:

•Net interest expense in the range of $98.5 million to $99.5 million
•Cash corporate G&A in the range of $32.5 million to $33.5 million
•Capital expenditures related to renovations in the range of $80 million to $100 million
•Diluted weighted average common shares and units of 150.9 million

Earnings Call
The Company will conduct its quarterly analyst and investor conference call on November 6, 2025 at 12:00 p.m. (Eastern Time). The conference call can be accessed by dialing (877) 407-3982 or (201) 493-6780 for international participants and requesting RLJ Lodging Trust’s third quarter earnings conference call. Additionally, a live webcast of the conference call will be available through the Company’s website at http://www.rljlodgingtrust.com. A replay of the conference call webcast will be archived and available through the Investor Relations section of the Company’s website for two weeks.

Supplemental Information
Please refer to the presentation of supplemental information for additional detail and comparable operating statistics, which will be available through the Investor Relations section of the Company's website.





3
rljlt_blacklogox2022a.jpg
About Us
RLJ Lodging Trust ("RLJ") is a self-advised, publicly traded real estate investment trust that owns 94 premium-branded, rooms-oriented, high-margin, urban-centric hotels located within the heart of demand locations. Our hotels are geographically diverse and concentrated in major urban markets that provide multiple demand generators from business, leisure, and other travelers.

Forward-Looking Statements
This information contains certain statements, other than purely historical information, including estimates, projections, statements relating to the Company’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, that are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “will continue,” “intend,” “should,” “may,” or similar expressions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Company cautions investors not to place undue reliance on these forward-looking statements and urges investors to carefully review the disclosures the Company makes concerning risks and uncertainties in the sections entitled “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which will be filed on November 5, 2025, as well as risks, uncertainties and other factors discussed in other documents filed by the Company with the Securities and Exchange Commission.




###
 Additional Contacts:
Leslie D. Hale, President and Chief Executive Officer – (301) 280-7777
Nikhil Bhalla, Chief Financial Officer – (301) 280-7777

For additional information or to receive press releases via email, please visit our website:
 https://www.rljlodgingtrust.com



4
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Non-GAAP and Accounting Commentary
 
Non-Generally Accepted Accounting Principles (“Non-GAAP”) Financial Measures
The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) EBITDAre, (5) Adjusted EBITDA, (6) Hotel EBITDA, and (7) Hotel EBITDA Margin. These Non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of its operating performance. FFO, Adjusted FFO, EBITDA, EBITDAre, Adjusted EBITDA, Hotel EBITDA, and Hotel EBITDA Margin, as calculated by the Company, may not be comparable to other companies that do not define such terms exactly as the Company defines such terms.
 
Funds From Operations (“FFO”)
The Company calculates Funds from Operations (“FFO”) in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income or loss (calculated in accordance with GAAP), 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 have instead 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. The Company believes that the presentation of FFO provides useful information to investors regarding the Company’s operating performance and can facilitate comparisons of operating performance between periods and between real estate investment trusts (“REITs”), even though FFO does not represent an amount that accrues directly to common shareholders.
 
The Company’s 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 the Company to non-REITs. The Company presents FFO attributable to common shareholders, which includes unitholders of limited partnership interest (“OP units”) in RLJ Lodging Trust, L.P., the Company’s operating partnership, because the OP units may be redeemed for common shares of the Company. The Company believes it is meaningful for the investor to understand FFO attributable to all common shares and OP units.
 
EBITDA and EBITDAre
Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is defined as net income or loss excluding: (1) interest expense; (2) income tax expense; and (3) depreciation and amortization expense. The Company considers EBITDA useful to an investor in evaluating and facilitating comparisons of its operating performance between periods and between REITs by removing the impact of its capital structure (primarily interest expense) and asset base (primarily depreciation and amortization expense) from its operating results. In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions.

In addition to EBITDA, the Company presents EBITDAre in accordance with NAREIT guidelines, which defines EBITDAre as net income or loss (calculated in accordance with GAAP) 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.
5
rljlt_blacklogox2022a.jpg
The Company believes that the presentation of EBITDAre provides useful information to investors regarding the Company's operating performance and can facilitate comparisons of operating performance between periods and between REITs.

Adjustments to FFO and EBITDA
The Company adjusts FFO, EBITDA, and EBITDAre for certain items that the Company considers outside the normal course of operations. The Company believes that Adjusted FFO, Adjusted EBITDA, and Adjusted EBITDAre provide useful supplemental information to investors regarding its ongoing operating performance that, when considered with net income or loss, FFO, EBITDA, and EBITDAre, are beneficial to an investor’s understanding of the Company's operating performance. The Company adjusts FFO, EBITDA, and EBITDAre for the following items:

•Transaction Costs: The Company excludes transaction costs expensed during the period
•Pre-Opening Costs: The Company excludes certain costs related to pre-opening of hotels
•Non-Cash Expenses: The Company excludes the effect of certain non-cash items such as gains or losses on extinguishment of indebtedness, the amortization of share-based compensation, non-cash income tax expense or benefit, non-cash interest expense related to discontinued interest rate hedges, and derivative gains or losses in accumulated other comprehensive income reclassified to earnings.
•Other Non-Operational Expenses: The Company excludes the effect of certain non-operational expenses representing income and expenses outside the normal course of operations

Hotel EBITDA and Hotel EBITDA Margin
With respect to Consolidated Hotel EBITDA, the Company believes that excluding the effect of corporate-level expenses and certain non-cash items provides a more complete understanding of the operating results over which individual hotels and operators have direct control. The Company believes property-level results provide investors with supplemental information about the ongoing operational performance of the Company’s hotels and the effectiveness of third-party management companies.
 
Comparable Hotel EBITDA and Comparable Hotel EBITDA margin include prior ownership information provided by the sellers of the hotels for periods prior to our acquisition of the hotels and excludes results from sold hotels as applicable.

Comparable adjustments: Acquired hotel
For the three and nine months ended September 30, 2025 and 2024, Comparable adjustments included the following acquired hotel:
•Hotel Teatro acquired in June 2024

Comparable adjustments: Sold hotels
For the three and nine months ended September 30, 2025 and 2024, Comparable adjustments included the following sold hotels:
•Residence Inn Merrillville sold in May 2024
•Fairfield Inn & Suites Denver Cherry Creek sold in September 2024
•Courtyard Atlanta Buckhead sold in March 2025
6
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
(unaudited)
September 30, 2025 December 31, 2024
Assets    
Investment in hotel properties, net $ 4,191,220  $ 4,250,524 
Investment in unconsolidated joint ventures 7,144  7,457 
Cash and cash equivalents 374,827  409,809 
Restricted cash reserves 29,234  23,516 
Hotel and other receivables, net of allowance of $118 and $169, respectively
 30,386  25,494 
Lease right-of-use assets 124,640  128,111 
Prepaid expense and other assets 35,704  38,968 
Total assets $ 4,793,155  $ 4,883,879 
Liabilities and Equity    
Debt, net $ 2,222,111  $ 2,220,081 
Accounts payable and other liabilities 162,207  154,643 
Advance deposits and deferred revenue 40,856  40,242 
Lease liabilities 118,396  119,102 
Accrued interest 10,891  20,900 
Distributions payable 30,645  30,634 
Total liabilities 2,585,106  2,585,602 
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 September 30, 2025 and December 31, 2024
 366,936  366,936 
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares authorized; 151,048,741 and 153,295,577 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
 1,510  1,533 
Additional paid-in capital 2,973,044  2,992,487 
Distributions in excess of net earnings (1,149,658) (1,090,186)
Accumulated other comprehensive income 2,892  13,788 
Total shareholders’ equity 2,194,724  2,284,558 
Noncontrolling interests:    
Noncontrolling interest in the Operating Partnership 5,854  6,130 
Noncontrolling interest in consolidated joint ventures 7,471  7,589 
Total noncontrolling interest 13,325  13,719 
Total equity 2,208,049  2,298,277 
Total liabilities and equity $ 4,793,155  $ 4,883,879 
Note: The corresponding notes to the consolidated financial statements can be found in the Company’s Quarterly Report on Form 10-Q.

7
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(unaudited)
  For the three months ended September 30, For the nine months ended September 30,
  2025 2024 2025 2024
Revenues    
Operating revenues    
Room revenue $ 267,367  $ 283,614  $ 831,122  $ 853,896 
Food and beverage revenue 36,884  36,983  116,331  113,515 
Other revenue 25,794  25,147  73,814  72,040 
Total revenues 330,045  345,744  1,021,267  1,039,451 
Expenses    
Operating expenses    
Room expense 74,685  74,558  220,101  217,885 
Food and beverage expense 29,314  29,348  88,978  88,279 
Management and franchise fee expense 25,253  27,339  78,848  82,783 
Other operating expenses 94,112  92,350  278,610  272,951 
Total property operating expenses 223,364  223,595  666,537  661,898 
Depreciation and amortization 46,996  44,892  139,147  134,045 
Property tax, insurance and other 26,647  24,156  80,340  80,743 
General and administrative 11,782  12,781  35,566  41,826 
Transaction costs 128  209  240  299 
Total operating expenses 308,917  305,633  921,830  918,811 
Other income, net 670  791  2,706  4,669 
Interest income 3,502  4,286  10,118  13,191 
Interest expense (28,309) (28,643) (83,737) (83,150)
(Loss) gain on sale of hotel properties, net (141) 4,755  802  8,301 
Loss on extinguishment of indebtedness, net —  (129) (34) (129)
(Loss) income before equity in (loss) income from unconsolidated joint ventures (3,150) 21,171  29,292  63,522 
Equity in (loss) income from unconsolidated joint ventures (307) (149) (313) 239 
(Loss) income before income tax expense (3,457) 21,022  28,979  63,761 
Income tax expense (341) (379) (974) (1,081)
Net (loss) income (3,798) 20,643  28,005  62,680 
Net loss (income) attributable to noncontrolling interests:    
Noncontrolling interest in the Operating Partnership 52  (49) (44) (216)
Noncontrolling interest in consolidated joint ventures 10  8  118  181 
Net (loss) income attributable to RLJ (3,736) 20,602  28,079  62,645 
Preferred dividends (6,279) (6,279) (18,836) (18,836)
Net (loss) income attributable to common shareholders $ (10,015) $ 14,323  $ 9,243  $ 43,809 
Basic per common share data:
Net (loss) income per share attributable to common shareholders - basic $ (0.07) $ 0.09  $ 0.06  $ 0.28 
Weighted-average number of common shares 149,129,419  153,070,639  149,850,781  153,226,734 
Basic and diluted per common share data:
Net (loss) income per share attributable to common shareholders $ (0.07) $ 0.09  $ 0.06  $ 0.28 
Weighted-average number of common shares 149,129,419  153,240,169  149,987,216  153,830,754 
Note: The Statements of Comprehensive Income and corresponding notes to the consolidated financial statements can be found in the Company’s Quarterly Report on Form 10-Q.
8
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands, except per share data)
(unaudited)

Funds from Operations (FFO) Attributable to Common Shareholders and Unitholders
  For the three months ended September 30, For the nine months ended September 30,
  2025 2024 2025 2024
Net (loss) income $ (3,798) $ 20,643  $ 28,005  $ 62,680 
Preferred dividends (6,279) (6,279) (18,836) (18,836)
Depreciation and amortization 46,996  44,892  139,147  134,045 
Loss (gain) on sale of hotel properties, net 141  (4,755) (802) (8,301)
Noncontrolling interest in consolidated joint ventures 10  8  118  181 
Adjustments related to consolidated joint venture (1) (50) (47) (147) (139)
Adjustments related to unconsolidated joint venture (2) 225  227  706  685 
FFO 37,245  54,689  148,191  170,315 
Transaction costs 128  209  240  299 
Pre-opening costs (3) 69  888  520  1,088 
Loss on extinguishment of indebtedness, net —  129  34  129 
Amortization of share-based compensation 4,043  4,550  11,280  16,260 
Non-cash interest expense related to discontinued interest rate hedges 144  386  433  1,287 
Other (income) expenses (4) (526) 304  (14) 2,256 
Adjusted FFO $ 41,103  $ 61,155  $ 160,684  $ 191,634 
Adjusted FFO per common share and unit-basic $ 0.27  $ 0.40  $ 1.07  $ 1.24 
Adjusted FFO per common share and unit-diluted $ 0.27  $ 0.40  $ 1.07  $ 1.24 
Basic weighted-average common shares and units outstanding (5) 149,901  153,842  150,623  153,999 
Diluted weighted-average common shares and units outstanding (5) 150,117  154,012  150,759  154,603 
Notes:
(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 income and expenses outside of the normal course of operations.
(5)Includes 0.8 million weighted-average operating partnership units for the three and nine months ended September 30, 2025 and 2024.







9
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands)
(unaudited)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
  For the three months ended September 30, For the nine months ended September 30,
  2025 2024 2025 2024
Net (loss) income $ (3,798) $ 20,643  $ 28,005  $ 62,680 
Depreciation and amortization 46,996  44,892  139,147  134,045 
Interest expense, net of interest income 24,807  24,357  73,619  69,959 
Income tax expense 341  379  974  1,081 
Adjustments related to unconsolidated joint venture (1) 382  331  1,182  998 
EBITDA 68,728  90,602  242,927  268,763 
Loss (gain) on sale of hotel properties, net 141  (4,755) (802) (8,301)
EBITDAre
68,869  85,847  242,125  260,462 
Transaction costs 128  209  240  299 
Pre-opening costs (2) 69  888  520  1,088 
Loss on extinguishment of indebtedness, net —  129  34  129 
Amortization of share-based compensation 4,043  4,550  11,280  16,260 
Other (income) expenses (3) (526) 304  (14) 2,256 
Adjusted EBITDA 72,583  91,927  254,185  280,494 
General and administrative 7,739  8,231  24,286  25,566 
Other corporate adjustments 703  929  1,853  2,285 
Consolidated Hotel EBITDA 81,025  101,087  280,324  308,345 
Comparable adjustments - income from sold hotels (273) (421) (1,251) (1,892)
Comparable adjustments - income from acquired hotels —  —  —  525 
Comparable Hotel EBITDA $ 80,752  $ 100,666  $ 279,073  $ 306,978 
Notes:
(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 income and expenses outside of the normal course of operations.










10
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Reconciliation of Non-GAAP Measures
(Amounts in thousands except margin data)
(unaudited)
 
Comparable Hotel EBITDA Margin
  For the three months ended September 30, For the nine months ended September 30,
  2025 2024 2025 2024
Total revenue $ 330,045  $ 345,744  $ 1,021,267  $ 1,039,451 
Comparable adjustments - revenue from sold hotels —  (2,061) (1,103) (7,948)
Comparable adjustments - revenue from prior ownership of acquired hotels —  —  —  3,834 
Other corporate adjustments / non-hotel revenue (18) (18) (53) (53)
Comparable Hotel Revenue $ 330,027  $ 343,665  $ 1,020,111  $ 1,035,284 
Comparable Hotel EBITDA $ 80,752  $ 100,666  $ 279,073  $ 306,978 
Comparable Hotel EBITDA Margin 24.5  % 29.3  % 27.4  % 29.7  %
































11
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Reconciliation of Non-GAAP Measures - Full-Year Outlook
(Amounts in millions)
(unaudited)


Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
  For the year ended December 31, 2025
  Low End High End
Net income $ 21.4  $ 28.4 
Depreciation and amortization 186.0  186.0 
Interest expense, net of interest income 98.5  99.5 
Income tax expense 1.3  1.3 
Adjustments related to joint ventures 1.6  1.6 
EBITDA 308.8  316.8 
Gain on sale of hotel properties, net (0.8) (0.8)
EBITDAre
308.0  316.0 
Amortization of share-based compensation 15.3  15.3 
All other items, net 0.7  0.7 
Adjusted EBITDA 324.0  332.0 
General and administrative 32.5  33.5 
Other corporate adjustments 2.2  1.2 
Consolidated Hotel EBITDA 358.7  366.7 
Comparable adjustments - income from sold hotels (1.2) (1.2)
Consolidated Hotel EBITDA/Comparable Hotel EBITDA $ 357.5  $ 365.5 

Funds from Operations (FFO) Attributable to Common Shareholders and Unitholders
  For the year ended December 31, 2025
  Low End High End
Net income $ 21.4  $ 28.4 
Preferred dividends (25.1) (25.1)
Depreciation and amortization 186.0  186.0 
Gain on sale of hotel properties, net (0.8) (0.8)
Adjustments related to joint ventures 1.0  1.0 
FFO 182.5  189.5 
Amortization of share-based compensation 15.3  15.3 
All other items, net 0.6  1.6 
Adjusted FFO $ 198.4  $ 206.4 
Adjusted FFO per common share and unit-diluted $ 1.31  $ 1.37 
Diluted weighted-average common shares and units outstanding
 150.9  150.9 



12
rljlt_blacklogox2022a.jpg
RLJ Lodging Trust
Consolidated Debt Summary
(Amounts in thousands except interest data)
(unaudited)
Loan Base Term (Years) Maturity
(incl. extensions)		 Floating / Fixed (1) Interest Rate (2) Balance as of
September 30, 2025 (3)
Mortgage Debt
Mortgage loan - 1 hotel 10 Jan 2029 Fixed 5.06% $ 25,000 
Mortgage loan - 3 hotels 5 Apr 2026 Floating 5.83% 96,000 
Mortgage loan - 4 hotels 5 Apr 2026 Floating 5.83% 85,000 
Weighted Average / Mortgage Total 5.74% $ 206,000 
Corporate Debt
Revolver (4) 4 May 2028 Floating — $ — 
$225 Million Term Loan Maturing 2026 3 May 2028 Floating 5.16% 225,000 
$500 Million Term Loan Maturing 2027 3 September 2029 Floating 4.86% 500,000 
$500 Million Senior Notes due 2026 5 July 2026 Fixed 3.75% 500,000 
$500 Million Senior Notes due 2029 8 September 2029 Fixed 4.00% 500,000 
$300 Million Term Loan Maturing 2030 3 April 2030 Floating 5.83% 300,000 
Weighted Average / Corporate Total 4.55% $ 2,025,000 
Weighted Average / Total 4.66% $ 2,231,000 
Notes:
(1)The floating interest rate is hedged, or partially hedged, with an interest rate swap.
(2)Interest rates as of September 30, 2025, inclusive of the impact of interest rate hedges.
(3)Excludes the impact of fair value adjustments and deferred financing costs.
(4)As of September 30, 2025, there was $600.0 million of borrowing capacity on the Revolver, which is charged an unused commitment fee of 0.25% annually.

13