RLJ Lodging Trust

2024
ANNUAL REPORT 

RLJ LODGING TRUST (“RLJ”) is a self-advised, publicly traded real estate investment trust that owns 
premium-branded, rooms-oriented, high-margin, urban-centric hotels located within the heart of demand 
locations. Our hotels are geographically diverse and concentrated in major urban markets that provide 
multiple demand generators from business, leisure and other travelers.
Based on TTM EBITDA as of December 31, 2024
Urban Markets
21.2K
Rooms
95 
Hotels
23 
States
High Quality Portfolio
Based on TTM EBITDA as of December 31, 2024
30%
Urban 
Gateway
12%
Urban 
Metro
17%
Resort
41%
Urban
Lifestyle
Brand
8%
Hyatt
14%
Independent/
Other
37%
Marriott
41%
Hilton
Segment

During 2024, RLJ achieved RevPAR growth of 2.0%, 
which outpaced the industry while increasing market 
share. Our top-quartile growth relative to our peers once 
again illustrates the consistent and positive momentum 
in our urban-centric portfolio. Additionally, we further 
enhanced our growth profile with thoughtful capital 
allocation, including increasing our mix of “Lifestyle” 
branded hotels by acquiring Hotel Teatro in Denver 
and adding another valuable conversion opportunity 
through our purchase of the fee-simple interest in the 
Wyndham Boston Beacon Hill. With respect to internal 
growth, we completed three high-quality conversions 
in Houston, New Orleans, and Pittsburgh. To date we 
have completed six conversions, which collectively 
delivered robust RevPAR growth of 10% in 2024, 
exemplifying the embedded value we are unlocking. 
On the balance sheet front, we addressed all of our 
2025 debt maturities, accretively recycled disposition 
proceeds into $22 million of share repurchases, and 
raised our quarterly dividend by 50%, reflecting our 
commitment to enhancing shareholder returns.   
We achieved all of these key objectives while 
continuing to reaffirm our corporate responsibility 
and commitment to best-in-class governance. Our 
corporate responsibility and governance practices 
are overseen by our dedicated Nominating and 
Corporate Governance Committee, which provides 
rigorous oversight and strategic direction. Our 
sustainability initiatives included implementation of 
energy efficiency improvements, reducing waste, and 
fostering community partnerships with the aim of 
minimizing our environmental impact and creating 
meaningful benefits for the communities we serve. 
We were also active in maintaining an open dialogue 
through frequent meetings with our shareholders.
Looking ahead to 2025, we expect the momentum in 
lodging fundamentals to continue and expect urban 
markets to once again outperform. Our portfolio will 
also have tailwinds from our favorable footprint in key 
markets that are poised to benefit from a robust events 
calendar. Overall, the resiliency of our urban-centric 
portfolio, along with the ongoing execution of our 
key objectives, gives us confidence that RLJ is well-
positioned for the year ahead.
As we move beyond 2025, we remain optimistic about 
the long-term outlook for lodging fundamentals given 
the secular shift of consumers prioritizing experiences 
such as travel and a favorable multi-year outlook for 
supply. Against this backdrop, our high-quality portfolio, 
robust conversion pipeline, and strong balance sheet 
position RLJ Lodging Trust to drive sustained growth 
and deliver value for our shareholders. I am proud of 
our dedicated team whose hard work continues to 
propel our success. Together, we look forward to 
executing on our strategic priorities and capitalizing 
on the opportunities ahead.
Robert L. Johnson
Executive Chairman
Leslie D. Hale
President & CEO
DEAR SHAREHOLDERS,
The lodging industry once again demonstrated its resiliency in 2024 by achieving positive 
RevPAR growth against a choppy backdrop, with urban markets outperforming. The strong 
growth in urban markets was led by the continued improvement in corporate travel, strong 
group demand from citywide events and small groups, as well as persistent urban leisure 
demand driven by sports, concerts, and other special events. Relative to this backdrop, RLJ 
demonstrated its favorable positioning within the lodging industry, while executing on each 
of its strategic objectives to position the Company for continued growth. 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2024
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
(State or Other Jurisdiction of
Incorporation or Organization)
27-4706509
(I.R.S. Employer
Identification No.)
7373 Wisconsin Avenue, Suite 1500
Bethesda, Maryland
(Address of Principal Executive Offices)
20814
(Zip Code)
(301) 280-7777
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the 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
$1.95 Series A Cumulative Convertible Preferred
Shares, par value $0.01 per share
RLJ-A
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒Yes ☐No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒Yes ☐No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒No
The aggregate market value of the 150,186,741 common shares of beneficial interest held by non-affiliates of the Registrant was approximately
$1,446,298,316 based on the closing price of $9.63 as reported on the New York Stock Exchange for such common shares of beneficial interest on June 30, 2024.
As of February 19, 2025, 151,961,728 common shares of beneficial interest of the Registrant, $0.01 par value per share, were outstanding.
Documents Incorporated by Reference
Portions of the Definitive Proxy Statement for our 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. We
expect to file our proxy statement within 120 days after December 31, 2024.

TABLE OF CONTENTS
Item No.
Form 10-K
Report Page
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
Item 1C.
Cybersecurity
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Item 3.
Legal Proceedings
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Item 6.
Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . .
45
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . .
46
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . .
47
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . .
48
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Item 13.
Certain Relationships and Related Transactions and Director Independence . . .
48
Item 14.
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
PART IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . .
49
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
1

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K, 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, 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,” “may” 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.
Factors that might cause actual outcomes to differ materially from our forward-looking statements
include the following: the current global economic uncertainty, increased direct and indirect competition,
changes in government regulations or accounting rules, changes in local, national and global real estate
conditions, declines in the lodging industry, seasonality of the lodging industry, risks related to natural
disasters, such as earthquakes and hurricanes, hostilities, including future terrorist attacks or fear of
hostilities that affect travel, epidemics and/or pandemics, our ability to obtain lines of credit or permanent
financing on satisfactory terms, inflation and changes in interest rates, access to capital through offerings of
our common and preferred shares of beneficial interest, or debt, our ability to identify suitable acquisitions,
our ability to close on identified acquisitions and integrate those businesses, and inaccuracies of our
accounting estimates. A discussion of these and other risks and uncertainties that could cause actual results
and events to differ materially from such forward-looking statements is included in “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” within this
Annual Report on Form 10-K. Given these uncertainties, undue reliance should not be placed on such
statements. 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. Except where the
context suggests otherwise, we define certain terms in this Annual Report on Form 10-K as follows:
• “our company,” “we,” “us” and “our” refer to RLJ Lodging Trust, a Maryland real estate investment
trust, together with its consolidated subsidiaries, including RLJ Lodging Trust, L.P., a Delaware
limited partnership, which we refer to as the “Operating Partnership”;
• “our hotel properties” refers to the 96 hotels owned by us as of December 31, 2024;
• a “compact full-service hotel” typically refers to any hotel with (1) less than 300 guestrooms and less
than 12,000 square feet of meeting space, or (2) more than 300 guestrooms where, unlike traditional
full-service hotels, the operations focus primarily on the rental of guestrooms such that a significant
majority of its total revenue is generated from room rentals rather than other sources, such as food
and beverage;
• a “focused-service hotel” typically refers to any hotel where the operations focus primarily on the
rental of guestrooms and that offers services and amenities to a lesser extent than a traditional full-
service or compact full-service hotel. For example, a focused-service hotel may have a restaurant, but,
unlike a restaurant in a traditional full-service or compact full-service hotel, it may not offer three
meals per day and may not offer room service. In addition, a focused-service hotel differs from a
compact full-service hotel in that it typically has less than 2,000 square feet of meeting space, if any at
all;
• “independent manager” refers to a hotel management company that is treated as an “independent
contractor” for purposes of the U.S. federal income tax rules applicable to real estate investment trusts
and that is otherwise engaged in the business of managing hotels, including hotels that we do not
own;
• “TRS” refers to each entity that is owned, directly or indirectly, by the Operating Partnership or by
any subsidiary REIT of the Operating Partnership that jointly elects to be treated as a “taxable REIT
subsidiary” (together with its subsidiaries that are disregarded as separate entities from such entity)
for U.S. federal income tax purposes;
2

• “Average Daily Rate” (“ADR”) represents the total hotel room revenues divided by the total number
of rooms sold in a given period;
• “Occupancy” represents the total number of hotel rooms sold in a given period divided by the total
number of rooms available; and
• “Revenue Per Available Room” (“RevPAR”) is the product of ADR and Occupancy.
For a more in depth discussion of ADR, Occupancy and RevPAR, please refer to the “Key Indicators
of Operating Performance” section.
3

PART I
Item 1.
Business
Our Company
We are a self-advised and self-administered Maryland real estate investment trust that owns primarily
premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels located
within heart of demand locations. We are one of the largest U.S. publicly-traded lodging REITs in terms of
both number of hotels and number of rooms. Our hotels are concentrated in markets that we believe
exhibit multiple demand generators and attractive long-term growth prospects. We believe premium-
branded, focused-service and compact full-service hotels with these characteristics generate high levels of
RevPAR, strong operating margins and attractive returns.
As of December 31, 2024, we owned 96 hotel properties with approximately 21,300 rooms, located in
23 states and the District of Columbia. We owned, through wholly-owned subsidiaries, a 100% interest in
94 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 95 hotel properties in
which we hold a controlling financial 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
95 of the 96 hotel properties to our TRSs, of which we own a controlling financial interest.
We elect to be taxed as a real estate investment trust for U.S. federal income tax purposes (a “REIT”).
Substantially all of our assets and liabilities are held by, and all of our operations are conducted through,
the Operating Partnership. We are the sole general partner of the Operating Partnership. As of December 31,
2024, we owned, through a combination of direct and indirect interests, 99.5% of the units of limited
partnership interest in the Operating Partnership (“OP units”).
The Lodging Industry
The lodging industry in the United States consists of public and private entities that operate in an
extremely diversified market under a variety of brand names. The key participants in the lodging industry
are as follows:
• Owners — own the hotel property and typically enter into a management agreement with an
independent third party to manage the hotel property. The hotel properties may be branded and
operated under the independent manager’s brand or branded under a separate franchise agreement.
• Franchisors — own a brand or brands and provide the franchised hotels with brand recognition,
marketing support and worldwide reservation systems.
• Independent Managers — responsible for the day-to-day operation of the hotel property, including
the employment of the hotel staff, the determination of room rates, the development of sales and
marketing plans, the preparation of operating and capital expenditure budgets and the preparation of
financial reports for the owner.
Our Investment and Business Strategies
Our objective is to generate strong returns for our shareholders by acquiring and owning primarily
premium-branded, focused-service and compact full-service hotels at prices where we believe we can
generate attractive returns on investment and long-term value appreciation through proactive asset
management. We also intend to selectively dispose of hotel properties when we believe the returns have been
maximized or the hotel properties no longer meet our strategy in order to have investment capacity for
other opportunities, which may include acquisitions. We intend to pursue this objective through the following
investment and business strategies:
Investment Strategies
• Targeted ownership of premium-branded, focused-service and compact full-service hotels.
We believe
that premium-branded, rooms-oriented, high-margin, focused-service and compact full-service hotels
4

located within heart of demand locations 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 generated by
traditional full-service hotels, while achieving higher profit margins due to their more efficient
operating model and less volatile cash flows.
• Use of premium hotel brands.
We believe in affiliating our hotels with premium brands owned by
leading international franchisors such as Marriott, Hilton and Hyatt. We believe that utilizing premium
brands provides significant advantages because of their guest loyalty programs, worldwide
reservation systems, effective product segmentation, global distribution and strong customer
awareness.
• Focus on high-growth markets.
We focus on owning and acquiring hotel properties in markets that
we believe exhibit multiple demand generators and attractive long-term growth prospects. As a result,
we believe that these hotel properties generate higher returns on investment.
Business Strategies
• Maximize returns from our hotel properties.
We believe that our hotel properties have the potential
to generate improvements in RevPAR and earnings before interest, taxes, depreciation and
amortization (“EBITDA”) as a result of our proactive asset management. We actively monitor and
advise our independent managers on most aspects of our hotels’ operations, including property
positioning, physical design, capital planning and investment, guest experience and overall strategic
direction. We regularly review opportunities to further invest in our hotel properties in an effort to
enhance quality and attractiveness, increase long-term value and generate attractive returns on
investment.
• Pursue a disciplined hotel acquisition strategy.
We seek to acquire additional hotel properties at
prices below replacement cost where we believe we can generate attractive returns on investment. We
intend to target newly or recently built hotel properties and we will also target acquisition
opportunities where we can enhance value by pursuing proactive investment strategies such as
renovation, repositioning or rebranding.
• Pursue opportunistic capital recycling.
We may opportunistically and selectively sell hotel properties
whose returns appear to have been maximized. To the extent that we sell our hotel properties,
except as may be required by our debt agreements, we intend to redeploy the capital into other
investment opportunities, including without limitation, acquisitions and internal value creation
opportunities.
• Maintain a flexible balance sheet.
We intend to continue to maintain a flexible capital structure that
allows us to execute our strategy. We believe that a strong balance sheet is a key competitive
advantage that affords us a lower cost of capital and positions us for growth. We structure our debt
profile to maintain financial flexibility and a balanced maturity schedule with access to different forms
of financing.
Our Hotels
Our hotel properties operate under strong, premium brands, with approximately 89.4% of our hotel
properties operating under existing relationships with Marriott, Hilton or Hyatt. The following table sets
forth the brand affiliations of our hotel properties as of December 31, 2024:
Brand Affiliations
Number of
hotels
Percentage of
total hotels
Number of
rooms
Percentage of
total rooms
Marriott
Courtyard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
13.5%
2,917
13.7%
Residence Inn . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
9.4%
1,366
6.4%
Marriott . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
4.2%
1,500
7.0%
Fairfield Inn & Suites . . . . . . . . . . . . . . . . . . . . . . . .
3
3.1%
418
2.0%
Renaissance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
3.1%
782
3.7%
5

Brand Affiliations
Number of
hotels
Percentage of
total hotels
Number of
rooms
Percentage of
total rooms
SpringHill Suites . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2.1%
273
1.3%
AC Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1.0%
205
1.0%
Moxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1.0%
170
0.8%
Tribute Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1.0%
132
0.6%
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
38.4%
7,763
36.5%
Hilton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Embassy Suites . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
19.8%
5,289
24.8%
Hilton Garden Inn . . . . . . . . . . . . . . . . . . . . . . . . . .
5
5.2%
1,125
5.3%
DoubleTree/DoubleTree Suites by Hilton . . . . . . . . . .
4
4.2%
937
4.4%
Hampton Inn/Hampton Inn & Suites . . . . . . . . . . . . .
3
3.1%
499
2.3%
Curio Collection . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2.1%
468
2.2%
Homewood Suites . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2.1%
345
1.6%
Hilton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
1.0%
231
1.1%
Tapestry Collection . . . . . . . . . . . . . . . . . . . . . . . . .
1
1.0%
124
0.6%
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
38.5%
9,018
42.3%
Hyatt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hyatt House . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
7.3%
1,204
5.6%
Hyatt Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
3.1%
466
2.2%
Hyatt Centric . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2.1%
266
1.2%
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
12.5%
1,936
9.0%
Wyndham . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wyndham . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
4.2%
1,642
7.7%
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
4.2%
1,642
7.7%
Other Brand Affiliation/Independent . . . . . . . . . . . . . . . .
6
6.4%
968
4.5%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
100.0%
21,327
100.0%
Asset Management
We have a dedicated team of asset management professionals that proactively work with our independent
managers to maximize profitability at each of our hotels to the extent permitted under the REIT rules. Our
asset management team monitors the performance of our hotels on a daily basis and holds frequent
ownership meetings with corporate operations executives and key personnel at the hotels. Our asset
management team works closely with our independent managers on key aspects of each hotel’s operation,
including, among others, revenue management, market positioning, cost structure, capital and operational
budgeting, as well as the identification and evaluation of return on investment initiatives and overall
business strategy. While we have limited ability (or in some cases, no ability) to impact our independent
managers’ decisions with respect to their employees, we do retain approval rights on key staffing positions
at many of our hotels, such as the hotel’s general manager and director of sales. We believe that our strong
asset management process helps to ensure that each hotel is being operated to our and our franchisors’
standards, that our hotel properties are being adequately maintained in order to preserve the value of the
asset and to ensure the safety of our customers, and that our management companies are maximizing revenues,
profits and operating margins.
Competition
The U.S. lodging industry is highly competitive. Our hotel properties compete with other participants
in the lodging industry for guests in each of their markets on the basis of several factors, including, among
others, location, quality of accommodations, convenience, brand affiliation, room rates, service levels,
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amenities and the availability of lodging and event space. Competition is often specific to the individual
markets in which our hotel properties are located and includes competition from existing and new hotels in
the focused-service and compact full-service hotel segments and non-traditional accommodations for travelers,
such as online services that market homes, apartments and condominiums as an alternative to hotel rooms.
We believe that hotels, such as our hotels, that are affiliated with leading national brands, such as the Marriott,
Hilton and Hyatt brands, will enjoy competitive advantages associated with operating under such brands.
We face competition for the acquisition of hotel properties from institutional pension funds, private
equity funds, REITs, hotel companies and other parties who are engaged in the acquisition of hotel properties.
Some of these competitors may have substantially greater financial and operational resources and access
to capital, a lower cost of capital and/or greater knowledge of the markets in which we seek to invest. This
competition may reduce the number of suitable investment opportunities offered to us and decrease the
attractiveness of the terms on which we may acquire our targeted hotel investments, including the cost
thereof.
Seasonality
The lodging industry is seasonal in nature, which can cause quarterly fluctuations in our revenues. For
example, our hotels in the northeastern metropolitan areas experience lower revenues and profits during the
winter months of December through March, while our hotels in Florida generally have higher revenues in
the months of January through April. This seasonality can be expected to cause periodic fluctuations in a
hotel’s room revenues, occupancy levels, room rates, operating expenses and cash flows.
Our Financing Strategy
Over time, we intend to finance our long-term growth with equity issuances and debt financing with
staggered maturities. Our strategy with respect to our debt profile is to primarily have unsecured debt and a
greater percentage of fixed rate and hedged floating rate debt as compared to unhedged floating rate
debt. Our debt is currently comprised of unsecured senior notes, unsecured credit agreements, and mortgage
loans secured by certain hotel properties. We have a mix of fixed and floating rate debt; however, the
majority of our debt currently either bears interest at fixed rates or effectively bears interest at fixed rates
due to interest rate swaps on the debt.
Organizational Structure
We conduct our business through a traditional umbrella partnership real estate investment trust
(“UPREIT”) structure in which our assets are owned and our business activities are undertaken by the
Operating Partnership and its subsidiaries. We are the sole general partner of the Operating Partnership
and, as of December 31, 2024, we owned 99.5% of the OP units in the Operating Partnership. In the future,
we may issue OP units from time to time in connection with acquiring hotel properties, financing,
compensation or other reasons.
Our hotel properties are indirectly owned by the Operating Partnership, through limited partnerships,
limited liability companies or subsidiary REITs (“hotel owners”). The hotel owners lease the hotels to our
TRSs, which engage independent managers to operate our hotel properties on market terms. The independent
managers operate the hotels, collect hotel operating revenue, pay operating expenses (including the
independent managers’ management fees) on behalf of the TRS pursuant to the relevant hotel management
agreement. Our TRSs are corporations for U.S. federal income tax purposes and, thus, are subject to U.S.
federal corporate income tax, as well as applicable state and local income tax, on their taxable income.
We treat the rent paid by our TRS lessees to our OP lessors as “rents from real property” for purposes of
our qualification as a REIT. In addition, we treat any distributions received from our TRSs out of after-tax
earnings as dividend income. As a REIT, we generally are not subject to U.S. federal income tax on our
income that we distribute to our shareholders as dividends and we are required to distribute 90% of our REIT
taxable income (excluding net capital gains) in order to maintain our qualification as a REIT.
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Regulation
General
Our hotel properties are subject to various U.S. federal, state and local laws, ordinances and regulations,
including regulations relating to common areas and fire and life safety requirements. We believe that each of
our hotel properties has the necessary permits and approvals to operate its business.
Americans with Disabilities Act
Our hotel properties must comply with the applicable provisions of the Americans with Disabilities Act
of 1990 and the Accessibility Guidelines promulgated thereunder (the “ADA”), to the extent that such hotels
are “public accommodations” as defined by the ADA. The ADA may require the removal of structural
barriers to access by persons with disabilities in certain public areas of our hotels where such removal is
readily achievable. We believe that our hotel properties are in substantial compliance with the ADA and that
we will not be required to make substantial capital expenditures to address the requirements of the ADA.
However, non-compliance with the ADA could result in the imposition of fines or an award of damages to
private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will
continue to assess our hotels and to make alterations as appropriate in this respect.
Environmental Matters
Under various federal, state and local laws, ordinances and regulations relating to the protection of the
environment, a current or previous owner or operator (including tenants) of real estate may be subject to
liability related to contamination resulting from the presence or discharge of hazardous or toxic substances
at that property and may be required to investigate and clean up such contamination at that property or
emanating from that property. These costs could be substantial and liability under these laws may attach
without regard to whether the owner or operator knew of, or was responsible for, the presence of the
contaminants, and the liability may be joint and several. The presence of contamination or the failure to
remediate contamination at our hotels may expose us to third-party liability for cleanup costs, property
damage or bodily injury, natural resource damages and costs or expenses related to liens or property use
restrictions and materially and adversely affect our ability to sell, lease or develop the real estate or to incur
debt using the real estate as collateral.
Our hotel properties are subject to various federal, state, and local environmental, health and safety
laws and regulations. Certain of our hotel properties may also be subject to various climate disclosure laws
and regulations. Our hotel properties incur costs to comply with these laws and regulations and could be
subject to fines and penalties for non-compliance. The costs of complying with environmental, health and
safety laws could increase as new laws are enacted and existing laws are modified.
Some of our hotel properties contain asbestos-containing building materials. We believe that the
asbestos is appropriately contained in accordance with current environmental regulations and that we have
no need for any immediate remediation or current plans to remove the asbestos.
We believe that our hotel properties are in compliance, in all material respects, with all federal, state
and local environmental ordinances and regulations regarding hazardous or toxic substances and other
environmental matters, the violation of which could have a material adverse effect on us. Although we have
not received written notice from any governmental authority of any material noncompliance, liability or claim
relating to hazardous or toxic substances or other environmental matters in connection with any of our
present properties, we can offer no assurance that a material environmental claim will not be asserted against
us in the future.
Insurance
We carry comprehensive general liability, fire, extended coverage, business interruption, rental loss of
income coverage and umbrella liability coverage on all of our hotels, including earthquake, wind, flood and
hurricane coverage on hotels in areas where we believe such coverages are warranted, in each case with
limits of liability that we deem adequate. Similarly, we are insured against the risk of direct physical damage
8

in amounts we believe to be adequate to reimburse us, on a replacement cost basis, for the costs incurred to
repair or rebuild each hotel, including loss of income during the reconstruction period. We have selected
policy specifications and insured limits which we believe to be appropriate given the relative risk of loss,
the cost of the coverage and industry practice. Certain of our properties in our portfolio are located in areas
known to be subject to hurricanes and we believe that we have appropriate insurance for those risks,
although they are subject to higher deductibles for named windstorms than our other properties. We do not
carry insurance for generally uninsurable risks, including, but not limited to losses caused by communicable
or infectious diseases, war or governmental actions such as government seizures of property. In addition, we
do not carry cyber insurance.
Human Capital
As of December 31, 2024, we had 73 employees. We strive to maintain a workplace that is free from
discrimination or harassment on the basis of race, color, sex, religion, age, ethnicity, national origin, disability,
sexual orientation, gender identification or any other status protected by applicable laws. We conduct
annual trainings to prevent discrimination and harassment and monitor employee conduct year-round.
Our key human capital management objectives are to attract, recruit, hire, develop and promote a
deep and diverse bench of talent that translates into a strong and successful workforce. To support these
objectives, our human resources programs are designed to develop talent to prepare them for critical roles
and leadership positions for the future; reward and support employees through competitive pay, benefit
programs, and flexible work arrangements; enhance our culture through efforts to foster, promote, and
preserve a culture of diversity and inclusion; and evolve and invest in technology, tools, and resources to
enable employees at work.
Sustainability
We are committed to driving long-term value creation for our shareholders by upholding our corporate
responsibility and incorporating sustainability initiatives in all key aspects of our strategy and business.
In April 2024, we released our second annual Corporate Sustainability Report, which included the
Global Reporting Initiative (“GRI”) disclosures for our portfolio, the Sustainable Accounting Standards
Board (“SASB”) Real Estate disclosures and disclosures in accordance with the Task Force on Climate-
Related Financial Disclosures (“TCFD”). Going forward, we also expanded our sustainability frameworks to
include GRESB participation.
On the environmental front, we believe our investment strategy of owning primarily rooms-oriented,
focused-service and compact full-service hotels leads to lower operational intensity and higher efficiency
with respect to space usage than full-service hotels, resulting in an overall lower environmental impact across
our portfolio. We continue to disclose our environmental policy, which includes our environmental objectives
such as reducing energy, greenhouse gas, and water usage and making green building investments, as well
as addressing the physical impacts of climate change. Our capital expenditure priorities are focused heavily
on projects that, in addition to strengthening our market positioning, also enhance profitability by bringing
about energy and water usage reductions and savings. Since 2021, we have invested in over 300 efficiency
projects. Through these and our wider initiatives and support from our hotel operators, across our portfolio
since 2019, we were able to reduce our energy usage per square foot by 11% and our greenhouse gas
emissions per square foot by 22% as of 2023, bringing us closer to achieving our stated goal of reducing
carbon emissions by 35% by 2030.
With respect to social causes, we continue to show our commitment to making an impact in the
communities we serve. In 2024, we continued our support for Habitat for Humanity’s Maryland chapter,
sponsoring two volunteer days. Company associates helped to build housing at Habitat for Humanity’s
Maryland locations. We maintain our partnership with a number of other locally-based charitable
organizations including the N Street Village, Bridges from School to Work, and Don Bosco Cristo Rey.
Additionally, we continue to support small businesses in our community through a $5.0 million deposit at
Industrial Bank, a minority-owned financial institution which aims to empower under-banked businesses and
individuals locally.
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In connection with our adherence to the American Hotel Lodging Association (“AHLA”) Safe Stay®
initiative, we are committed to promoting the health and well-being of all members of our community — from
our customers and associates to the employees of our independent managers. To that end, we incorporate
all related AHLA Safe Stay policies and procedures into hotel operations so that all related parties benefit
from our support. We have committed to initiatives that support associate well-being, including the AHLA
5-Star Promise — a voluntary industry pledge to improve and promote workplace safety around sexual
violence, assault, and human trafficking. We are also committed to supporting our independent managers
with integrating the 5-Star Promise principles throughout their hotel operations. Our labor and human rights
policy outlines our approach to ensuring fair and equitable labor practices.
We continue to uphold high standards with respect to governance, which is reflected in our approach
to maintaining a highly diverse board and our overall approach to risk management. With respect to our
board, three trustees are women, five are ethnically diverse and seven are independent. Nearly 80% of our
board has deep expertise and experience in risk management. In addition, our board, via the Nominating and
Corporate Governance Committee (the “NCG Committee”) of the board, has the overall responsibility
for overseeing sustainability-related issues, policies and programs for our company. We have an internal
sustainability committee that reports sustainability matters directly through our CEO to the board’s NCG
Committee and meets several times a year. The NCG Committee, with critical support from management, is
leading the effort to formulate our strategy with respect to adapting and responding to the risks and
opportunities presented by sustainability-related matters.
We intend to continue to enhance our sustainability initiatives and our disclosures by striving to adhere
to the widely recognized frameworks in order to continue to provide transparency regarding our sustainability
initiatives. We also intend to enhance strategic decision making by identifying and addressing material
risks and opportunities that mitigate long-term environmental impacts to our hotel properties. We will
continue to seek ways to maximize the positive impact of our business in ways that foster long-term resiliency
for both the portfolio and our stakeholders.
Corporate Information
Our principal executive offices are located at 7373 Wisconsin Avenue, Suite 1500, Bethesda, Maryland
20814. Our telephone number is (301) 280-7777. Our website is located at www.rljlodgingtrust.com. The
information that is found on or accessible through our website is not incorporated into, and does not form a
part of, this Annual Report on Form 10-K or any other report or document that we file with or furnish to
the Securities and Exchange Commission (the “SEC”). We have included our website address in this Annual
Report on Form 10-K as an inactive textual reference and do not intend it to be an active link to our
website.
We make available on our website, free of charge, our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. We also make available on our website on the Corporate
Governance page under the Investor Relations section various documents related to our corporate governance
including our: Board Committee Charters; Corporate Governance Guidelines; Code of Business Conduct
and Ethics; Complaint Procedures for Financial and Auditing Matters; Declaration of Trust; and Bylaws.
This Annual Report on Form 10-K and other reports filed with the SEC are available on the SEC’s
website, which contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC. The SEC’s website address is www.sec.gov.
Item 1A.
Risk Factors
Set forth below are the risks that we believe are material to our shareholders. You should carefully
consider the following risks in evaluating our company and our business. The occurrence of any of the following
risks could materially and adversely impact our financial condition, results of operations, cash flows, the
market price of our common shares, and our ability to, among other things, satisfy our debt service obligations
and to make distributions to our shareholders, which in turn could cause our shareholders to lose all or a part of
their investment. Some statements in this report including statements in the following risk factors constitute
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forward-looking statements. Please refer to the section entitled “Special Note About Forward-Looking
Statements” at the beginning of our Annual Report on Form 10-K.
Risks Related to Our Business and Hotel Properties
Economic volatility and high rates of inflation could significantly impact and disrupt our business, financial
performance and condition, operating results and cash flows.
Our business strategy depends on achieving revenue and net income growth from demand for hotel
rooms as part of a strong U.S. and global economy. Any economic slowdown or recession or weaker-than-
anticipated growth could negatively impact demand for our hotel rooms, which in turn could materially and
adversely affect our business, financial performance and condition, operating results and cash flows. Even
if the U.S. and global economies remain stable or grow in 2025, we cannot provide any assurances that
demand for hotel rooms will increase from current levels. If demand does not increase in the near future, or if
demand weakens, our future results of operations and growth prospects could be materially and adversely
affected.
Price volatility, dislocations and liquidity disruptions in the U.S. financial markets may negatively
impact our ability to access additional financing for our capital needs, including growth, acquisition
activities and other business initiatives, on favorable terms or at all, which may negatively affect our business.
A prolonged downturn in the financial markets may cause us to seek alternative capital sources of potentially
less attractive financing and may require us to further adjust our business plan accordingly. These events
also may make it more difficult or costly for us to raise capital through the issuance of new equity or the
incurrence of additional secured or unsecured debt, which could materially and adversely affect us.
In addition to market volatility, any future increases in inflation would pose a risk to us due to the
possibility of increases in interest rates, which would adversely impact our outstanding variable rate debt
and may result in higher interest rates on any new fixed rate debt we may incur. We have entered into interest
rate swaps to limit our exposure to interest rate fluctuations related to a portion of our variable rate debt.
However, in a high interest rate environment, the fixed rates we can obtain with such replacement fixed rate
swap agreements, and the fixed rate on any new debt we may incur, will also continue to be high. Inflation
may also have an adverse effect on our operating expenses, including, but not limited to, labor, supplies,
repairs and maintenance, as these costs could increase at a rate higher than our revenues. Inflation could also
have an adverse effect on consumer spending, which could impact Occupancy levels at our hotel properties
and, in turn, our own results of operations.
We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate
cash depends on many factors beyond our control, and we may not be able to generate cash required to service our
debt.
Our ability to meet our debt service obligations or refinance our debt depends on our future operating
and financial performance and capacity to generate cash. Our performance and capacity to generate cash
will be affected by our ability to implement our business strategy successfully, but also certain general
economic, financial, competitive, regulatory and other factors beyond our control. If we cannot generate
sufficient cash to meet our debt service obligations or fund our other business needs, we may, among other
things, need to refinance all or a portion of our debt, obtain additional financing, or delay planned capital
expenditures. We cannot assure you that we will be able to generate sufficient cash through any of the
foregoing. If we are unable to refinance any of our debt or obtain additional financing on reasonable terms
or at all, we may not be able to satisfy our debt obligations.
We will continue to be significantly influenced by the economies and other conditions in the specific markets in
which we operate, particularly in the metropolitan areas where we have high concentrations of hotels.
Our hotels located in the Northern California, Southern California, South Florida, Chicago, Illinois,
and Houston, Texas metropolitan areas accounted for approximately 13.2%, 11.0%, 9.0%, 6.6% and 5.8%,
respectively, of our total number of rooms available for the fiscal year ended December 31, 2024. As a result,
we are particularly susceptible to adverse market conditions in these areas, including industry downturns,
relocation of businesses, constrained municipal budgets, any oversupply of hotel rooms, criminal activity,
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political and societal unrest, supply-chain issues and inflationary pressures, or a reduction in lodging
demand. Additionally, our hotels located in the Austin, Texas metropolitan area, which accounted for 3.0%
of our total number of rooms available for the fiscal year ended December 31, 2024, face the risk of the
anticipated closure of the Austin Convention Center in 2025, which could result in a decrease in lodging
demand in this market. Adverse economic developments in the markets in which we have a concentration of
hotels, or in any of the other markets in which we operate, or any increase in hotel supply or decrease in
lodging demand resulting from the local, regional or national business or political climate, could materially
and adversely affect us.
We are dependent on the performance of the independent managers that manage the operations of each of our
hotels and we could be materially and adversely affected if such third-party hotel managers do not manage our
hotels in our best interests or are financially unable or unwilling to perform their obligations.
We retain independent third-party hotel managers to operate our hotel properties pursuant to
management agreements. As of December 31, 2024, all of our hotel properties had individual management
agreements, 30 of which were with Aimbridge Hospitality (“Aimbridge”) and 21 of which were with Hilton.
The success of our hotel properties depends largely on our ability to establish and maintain good
relationships with the hotel managers. From time to time, disputes may arise between us and our third-party
managers regarding their performance or compliance with the terms of the management agreements,
which in turn could adversely affect our results of operations. We generally will attempt to resolve any such
disputes through discussions and negotiations; however, if we are unable to reach satisfactory results through
discussions and negotiations, we may choose to terminate our management agreement, litigate the dispute
or submit the matter to third-party dispute resolution, the outcome of which may be unfavorable to us.
In the event that any of our management agreements are terminated, we can provide no assurances
that we could find a replacement manager or that our franchisors will consent to a replacement manager in
a timely manner, or at all, or that any replacement manager will be successful in operating our hotels.
Furthermore, if Aimbridge and/or Hilton, as our largest providers of management services, are financially
unable or unwilling to perform their obligations pursuant to our management agreements, our ability to find
a replacement manager or managers for our Aimbridge- and/or Hilton-managed hotels could be
challenging, costly and time consuming. Any adverse developments in Aimbridge’s or Hilton’s business,
financial strength or ability to operate our hotel properties efficiently and effectively could have a material
adverse effect on our results of operations.
Costs associated with, or failure to maintain, franchisor operating standards may materially and adversely
affect us.
Under the terms of our franchise license agreements, we are required to meet specified operating
standards and other terms and conditions. We expect that our franchisors will periodically inspect our hotel
properties to ensure that we and the hotel management companies follow brand standards. Failure by us,
or any management company that we engage, to maintain these standards or other terms and conditions
could result in a franchise license being canceled or the franchisor requiring us to undertake a costly property
improvement program. If a franchise license is terminated due to our failure to make required improvements
or to otherwise comply with its terms, we also may be liable to the franchisor for a termination payment,
which will vary by franchisor and by hotel. If the funds required to maintain franchisor operating standards
are significant, we could be materially and adversely affected.
In addition, if we were to lose a franchise license, the underlying value of a particular hotel property
could decline significantly from the loss of the associated name recognition, marketing support, participation
in guest loyalty programs and the centralized reservation system provided by the franchisor, which could
require us to recognize an impairment charge on the hotel property. Furthermore, the loss of a franchise
license at a particular hotel property could harm our relationship with the franchisor, which could impede our
ability to operate other hotels under the same brand, limit our ability to obtain new franchise licenses from
the franchisor in the future on favorable terms, or at all, and cause us to incur significant costs to obtain a new
franchise license for the particular hotel.
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We bear the costs and other risks of employment of the independent managers’ hotel personnel pursuant to our
hotel management agreements.
The independent managers that we engage to operate our hotels employ all employees (and contract
with other independent contractors and service providers) who work at our hotels. Although we do not
employ, supervise, or manage the independent managers’ employees, we are responsible for the costs of the
independent managers’ employees at our hotels, as well as other risks generally associated with having and
maintaining a hotel labor force, which may be more pronounced at a hotel where the independent manager’s
employees are unionized. From time to time, hotel operations may be disrupted as a result of strikes, lockouts,
public demonstrations or other negative actions and publicity. The resolution of labor disputes or re-
negotiated labor contracts could lead to higher labor costs, either by increases in wages or benefits or by
changes in work rules that raise hotel operating costs. We have limited ability (or in some cases, no ability)
to control cost increases related to our independent managers’ employees.
Labor shortages could slow our growth or harm our business.
Our success depends in part upon our independent managers’ ability to attract, motivate and retain a
sufficient number of qualified employees. Qualified individuals needed to fill these positions are in short
supply in some areas. The inability to recruit and retain these individuals may adversely impact hotel operations
and guest satisfaction, which could harm our business. Additionally, competition for qualified employees
has required us to pay meaningfully higher wages to attract enough employees than has historically been the
case, and continued tightness in labor markets could result in continued escalation of labor costs. In
addition, we could face some challenges meeting workforce requirements resulting from changes in workforce
dynamics, such as higher standards and working remotely or more flexibility, which could result in increased
labor costs in the future.
Restrictive covenants in certain of our management and franchise agreements contain provisions limiting or
restricting the sale or financing of our hotels, which could have a material and adverse effect on us.
Our management and franchise agreements may contain restrictive covenants that limit or restrict our
ability to sell or refinance a hotel without the consent of the management company or franchisor. Some of
our franchise agreements provide the franchisor with a right of first offer in the event of certain sales or
transfers of a hotel and provide that the franchisor has the right to approve any change in the management
company engaged to manage the hotel. Generally, we may not agree to sell, lease or otherwise transfer
particular hotels unless the transferee is not a competitor of the management company or franchisor and
the transferee assumes the related management and/or franchise agreements. If the management company or
franchisor does not consent to the sale or financing of our hotels, we may still sell the hotels, but there
could be adverse consequences.
Our ownership of hotel properties with ground leases exposes us to the risks that we may be forced to sell such
hotel properties for a lower price, we may have difficulties financing such hotel properties, we may be unable to
renew a ground lease or we may lose such hotel properties upon breach of a ground lease.
As of December 31, 2024, 12 of our consolidated hotel properties, as well as one unconsolidated hotel
property, were on land subject to ground leases. Accordingly, we only owned a leasehold or similar interest
in 13 hotel properties. Our ground lease at Wyndham San Diego Bayside expires in 2029, and if this lease is
not extended, this hotel property would be turned over to the ground lessor. Our ground lease agreements
require the consent of the lessor or sub-lessor prior to transferring our interest in the ground lease. These
provisions may impact our ability to sell our hotel properties which, in turn, could adversely impact the price
realized from any such sale. In addition, at any given time, investors may be disinterested in buying hotel
properties subject to a ground lease and may pay a lower price for such hotel properties than for a comparable
hotel property with a fee simple interest or they may not purchase such hotel properties at any price.
Secured lenders may be unwilling to lend, or otherwise charge higher interest rates, for loans secured by a
leasehold mortgage as compared to loans secured by a fee simple mortgage. If we are found to be in breach
of a ground lease, we could lose the right to use the hotel property. In addition, unless we can purchase a
fee simple interest in the underlying land or extend the terms of these leases before their expiration, as to
which no assurance can be given, we will lose our right to own these hotel properties and our interest in the
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improvements upon expiration of the leases. If we were to lose the right to use a hotel property due to a
breach or non-renewal of the ground lease, we would be unable to derive income from such hotel property
and we would be required to purchase an interest in another hotel property in an attempt to replace that
income, which could materially and adversely affect us.
Most of our hotel properties operate under either Marriott, Hilton or Hyatt brands; therefore, we are subject
to the risks associated with concentrating our portfolio in just three brand families.
86 of the 96 hotel properties that we owned as of December 31, 2024 utilize brands owned by Marriott,
Hilton or Hyatt. As a result, our success is dependent in part on the continued success of Marriott, Hilton
and Hyatt and their respective brands. We believe that building brand value is critical to increasing demand
and building customer loyalty. Consequently, if market recognition or the positive perception of Marriott,
Hilton or Hyatt is reduced or compromised, the brand value associated with the Marriott-, Hilton-, or Hyatt-
branded hotels in our portfolio may be adversely affected. Furthermore, if our relationship with Marriott,
Hilton or Hyatt were to deteriorate or terminate as a result of disputes regarding the management of our
hotels or for other reasons, Marriott, Hilton or Hyatt could, under certain circumstances, terminate our
current franchise licenses with them or decline to provide franchise licenses for hotels that we may acquire
in the future. If any of the foregoing were to occur, it could have a material adverse effect on us.
The failure to make and integrate acquisitions of additional hotels could materially and adversely impede our
growth.
We can provide no assurances that we will be successful in identifying attractive hotel properties or
portfolios of hotel properties or that, once identified, we will be successful in consummating an acquisition
or integrating the acquired property or portfolio into our business. We face significant competition for
attractive investment opportunities from other investors, some of which have greater financial resources, a
lower cost of capital and greater access to debt and equity capital than we do. As a result, we may be unable
to acquire certain hotel properties or portfolios of hotel properties that we deem attractive or the purchase
price may be significantly elevated or other terms may be substantially more onerous. In addition, we expect
to finance future acquisitions through a combination of borrowings under our unsecured revolving credit
facility or other secured or unsecured borrowings, the use of retained cash flows, and offerings of equity and
debt securities, which may not be available on advantageous terms, or at all. Any delay or failure on our
part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could
materially and adversely impede our growth. Following an acquisition or expansion, we may incur acquisition-
related costs and assume potential unknown liabilities and unforeseen increased costs or expenses. The
integration of such acquisitions, especially acquisitions of portfolios of hotel properties, may cause disruptions
to our business, strain management time and resources and materially and adversely affect our operating
results and financial condition.
Any difficulties in obtaining the capital necessary to make required periodic capital expenditures and to
renovate our hotel properties could materially and adversely affect our financial condition and results of
operations.
Our hotel properties have an ongoing need for renovations and other capital improvements, including
the replacement of furniture, fixtures and equipment (“FF&E”), franchisor-required improvements, and
renovation or redevelopment of acquisitions. Our lenders also generally require that we set aside annual
amounts for capital improvements to our hotel properties. The costs of these capital improvements may
increase due to ongoing supply-chain disruptions and increased construction costs, and could materially and
adversely affect us. In addition, due to supply-chain constraints and disruptions, we could face difficulties
sourcing the goods and services in a timely manner, which could adversely affect us.
We may not be able to fund the capital improvements to our hotel properties or acquisitions solely
from the cash provided from our operating activities because we must distribute annually at least 90% of
our REIT taxable income to shareholders in order to maintain our qualification as a REIT. Consequently,
we expect to rely upon the availability of debt or equity capital to fund capital improvements and acquisitions.
If we are unable to obtain the capital necessary to make the required periodic capital expenditures and to
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renovate our hotel properties on favorable terms, or at all, our financial condition, liquidity and results of
operations could be materially and adversely affected.
Competition from other lodging industry participants in the markets in which we operate could adversely affect
Occupancy levels and/or ADRs, which could have a material and adverse effect on us.
We face significant competition from owners and operators of other hotels and other lodging industry
participants. In addition, we face competition from non-traditional accommodations for travelers, such as
online services that market homes, apartments and condominiums as an alternative to hotel rooms. Our
competitors may have an operating model that enables them to offer accommodations at lower rates than we
can, which could result in our competitors increasing their Occupancy at our expense and adversely
affecting our ADRs. Given the importance of Occupancy and ADR at focused-service and compact full-
service hotels, this competition could adversely affect our ability to attract prospective guests, which could
materially and adversely affect our business, financial condition and results of operations.
At December 31, 2024, we had approximately $2.2 billion of debt outstanding, which could materially and
adversely affect our operating performance and put us at a competitive disadvantage.
Required repayments of debt and related interest may materially and adversely affect our operating
performance. At December 31, 2024, we had approximately $2.2 billion of outstanding debt. In addition,
we may incur substantial additional debt, including secured debt, in the future. After taking into consideration
the effect of interest rate swaps, 69.5% of our payments are fixed or effectively fixed. Interest rates could
increase, and this would increase our interest expense on any future fixed and variable rate debt, as well as
existing variable rate debt, which could adversely affect our cash flows and our ability to pay distributions to
shareholders. We have entered into interest rate swaps to limit our exposure to interest rate fluctuations
related to a portion of our variable rate debt. However, if our interest rate swaps expire in a high interest
rate environment, the fixed rates we can obtain with new interest rate swap agreements would be higher than
the interest rates of the expired swaps.
Because we anticipate that our operating cash flow will be adequate to repay only a portion of our
debt at maturity, we expect that we will be required to repay debt through debt refinancings and/or offerings
of our securities. The amount of our outstanding debt may adversely affect our ability to refinance our
debt.
If we are unable to refinance our debt on acceptable terms, or at all, we may be forced to dispose of
one or more of our hotels on disadvantageous terms, which may result in losses to us and may adversely
affect the cash available for distributions to our shareholders. In addition, if the prevailing interest rates or
other factors at the time of refinancing result in higher interest rates upon refinancing, our interest expense
would increase, which would adversely affect our future operating results and liquidity.
Our outstanding debt, and any additional debt borrowed in the future, may subject us to many risks,
including the risk that:
• our cash flows from operations may be insufficient to make required payments of principal and
interest;
• we may be required to use a substantial portion of our cash flows to pay principal and interest,
which would reduce the cash available for distributions to our shareholders;
• we may be at a competitive disadvantage compared to our competitors that have less debt;
• we may be vulnerable to economic volatility, particularly if growth were to slow or stall and reduce
our flexibility to respond to difficult market, industry, or economic conditions;
• the terms of any refinancing may not be in the same amount or on terms as favorable as the terms of
the debt being refinanced; and
• the use of leverage could adversely affect our ability to borrow more money for operations and
capital improvements, to finance future acquisitions of hotel properties, to make distributions to our
shareholders, and to repurchase common shares, and it could adversely affect the market price of
our common shares.
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Our existing indebtedness contains covenants and our failure to comply with all covenants in our debt agreements
could materially and adversely affect us.
Our existing indebtedness contains customary and financial covenants that may limit our ability to
capitalize on business opportunities. These covenants place restrictions on, among other things, our ability
to incur additional indebtedness, incur liens on certain assets, engage in certain mergers, liquidations or
consolidations, sell certain assets, make restricted payments (including the payment of dividends and
other distributions), engage in certain transactions with affiliates, enter into sale and leaseback transactions,
make investments and capital expenditures, and acquire real estate assets.
In addition, our ability to borrow under our unsecured revolving credit facility is subject to compliance
with our financial and other covenants, including covenants relating to debt service coverage ratios and
leverage ratios. Our failure to comply with covenants in our existing or future indebtedness, as well as our
inability to make required principal and interest payments, could cause a default under the applicable debt
agreement, which could result in the acceleration of the debt and require us to repay such debt with capital
obtained from other sources, which may not be available to us or may be available only on unattractive
terms. Furthermore, if we default on secured debt, lenders can take possession of the hotel(s) securing such
debt. In addition, debt agreements may contain specific cross-default provisions with respect to specified
other indebtedness, giving the lenders the right to declare a default on their debt and to enforce remedies,
including accelerating the maturity of such debt upon the occurrence of a default under such other
indebtedness. If we default on several of our debt agreements or any significant debt agreement, we could
be materially and adversely affected.
U.S. federal income tax provisions applicable to REITs may restrict our business decisions regarding the
potential sale of a hotel property.
The provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to REITs
require that we hold our hotel properties for investment, rather than primarily for sale in the ordinary course
of business, which may cause us to forego or defer sales of hotel properties that otherwise would be in our
best interests. Therefore, we may not be able to vary our portfolio promptly in response to economic or other
conditions or on favorable terms, which may materially and adversely affect our cash flows, our ability to
make distributions to shareholders and the market price of our common shares.
The U.S. federal income tax provisions applicable to REITs provide that any gain realized by a REIT
on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary
course of business is treated as income from a “prohibited transaction” that is subject to a 100% excise tax.
We intend to hold our hotel properties for investment with a view of long-term appreciation, to engage in the
business of acquiring and owning hotel properties, and to make occasional sales of hotel properties
consistent with our investment objectives. There can be no assurance, however, that the Internal Revenue
Service (the “IRS”) might not contend that the income from one or more of these sales is subject to the 100%
excise tax. Moreover, the potential to incur this penalty tax could deter us from selling one or more hotel
properties even though it would be in the best interests of us and our shareholders for us to do so. There is a
statutory safe harbor available for a limited number of sales in a single taxable year of properties that have
been owned by a REIT for at least two years, but that safe harbor likely would not apply to all sale transactions
that we might otherwise consider.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our
reliance on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture
partners.
We own certain hotel properties through joint ventures. In the future, we may enter into additional
joint ventures to acquire, develop, improve or partially dispose of hotel properties, thereby reducing the
amount of capital required by us to make investments and diversifying our capital sources for growth. Such
joint venture investments involve risks not otherwise present in a wholly-owned hotel property or a
redevelopment project, including the following:
• we may not have exclusive control over the hotel property or the joint venture, which may prevent us
from taking actions that are in our best interest but opposed by our partners;
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• joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict
our ability to sell the interest when we desire, or on advantageous terms;
• joint venture agreements may contain provisions pursuant to which one partner may initiate
procedures requiring the other partner to choose between buying the other partner’s interest or
selling its interest to that partner;
• a partner may, at any time, have economic or business interests or goals that are, or that may
become, inconsistent with our business interests or goals;
• a partner may fail to fund its share of required capital contributions or may become bankrupt,
which would mean that we and any other remaining partners generally would remain liable for the
joint venture’s liabilities; or
• we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner
could adversely affect our ability to qualify as a REIT, even though we do not control the joint
venture.
Any of the above might subject a hotel property to liabilities in excess of those contemplated and
adversely affect the value of our current and future joint venture investments.
The future outbreak of highly infectious or contagious diseases could significantly impact and disrupt our
business, financial performance and condition, operating results and cash flows.
If we experience a pandemic or epidemic in the future, any increases in unemployment, decreased
capital spending, declines in consumer confidence, increases in inflation, supply-chain issues, or economic
slowdowns or recessions that may result therefrom could cause sustained negative consumer or business
sentiment and reduced demand for travel and lodging, which would materially and adversely affect our
business, financial performance and condition, operating results and cash flows.
Risks Related to the Lodging Industry
Our ability to make distributions to our shareholders may be adversely affected by various operating risks
common to the lodging industry, including competition, over-building and dependence on business travel and
tourism.
Our hotel properties have different economic characteristics than many other real estate assets. Unlike
other real estate assets, hotels generate revenue from guests that typically stay at the hotel property for only
a few nights, which causes the room rate and Occupancy levels at each of our hotels to change every day, and
results in earnings that can be highly volatile.
In addition, our hotel properties are subject to various operating risks common to the lodging industry,
many of which are beyond our control, including, among others, the following:
• seasonality of the lodging industry may cause quarterly fluctuations in our operating results;
• over-building of hotels in the markets in which we operate, which results in an increased supply of
hotels that will adversely affect Occupancy and revenues at our hotel properties;
• consolidation among companies in the lodging industry may increase the resulting companies’
negotiating power relative to ours, and decrease competition among those companies for management
and franchise agreements, which could result in higher management or franchise fees;
• increases in the number of brands owned by Marriott, Hilton and Hyatt, which could result in
increased competition for our hotels;
• competition from non-traditional accommodations for travelers, such as online services that market
homes, apartments and condominiums as an alternative to hotel rooms;
• dependence on business and leisure travelers;
• increases in energy costs and other expenses affecting travel, which may affect travel patterns and
reduce the number of business and leisure travelers;
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• increases in operating costs due to inflation and other factors that may not be offset by increased
room rates;
• changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related
costs of compliance with laws and regulations, fiscal policies and ordinances;
• adverse effects of international, national, regional and local economic and market conditions;
• adverse effects of worsening conditions in the lodging industry; and
• risks generally associated with the ownership of hotels and real estate, as we discuss in detail below.
The occurrence of any of the foregoing could materially and adversely affect us.
The cyclical nature of the lodging industry may cause fluctuations in our operating performance, which could
have a material and adverse effect on us.
The lodging industry historically has been highly cyclical in nature. Fluctuations in lodging demand
and, therefore, operating performance, are caused largely by general economic and local market conditions,
which subsequently affect levels of business and leisure travel. In addition to general economic conditions,
new hotel room supply is an important factor that can affect the lodging industry’s performance, and over-
building has the potential to further exacerbate the negative impact of an economic recession. Room rates
and Occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. We can
provide no assurances regarding whether, or the extent to which, lodging demand will rebound or whether
any such rebound will be sustained. An adverse change in lodging fundamentals could result in returns that
are substantially below our expectations or result in losses, which could have a material and adverse effect
on us.
Technology is used in our operations, and any material failure, inadequacy, interruption or security failure of
that technology could harm the business.
We, and our hotel managers and franchisors, rely on information technology networks and systems to
process, transmit and store electronic information, and to manage or support a variety of business processes.
These information technology networks and systems can be vulnerable to threats such as system, network
or internet failures; computer hacking or business disruption; cyber-terrorism; viruses, worms or other
malicious software programs; and employee error, negligence or fraud. Although we believe we and our hotel
managers and franchisors have taken commercially reasonable steps to protect the security of our systems,
there can be no assurance that such security measures will prevent failures, inadequacies or interruptions in
system services, or that system security will not be breached.
Any failure to maintain proper function, security and availability of information technology networks
and systems could interrupt our operations, our financial reporting and compliance, damage our reputation,
and subject us to liability claims or regulatory penalties, which could have a material and adverse effect on
our business, financial condition and results of operations.
Future terrorist attacks or changes in terror alert levels could materially and adversely affect us.
Historically, terrorist attacks and subsequent terrorist alerts have adversely affected the U.S. travel and
hospitality industries, often disproportionately to the effect on the overall economy. The extent of the impact
that actual or threatened terrorist attacks in the U.S. or elsewhere could have on domestic and international
travel and our business in particular cannot be determined, but any such attacks or the threat of such
attacks could have a material and adverse effect on travel and hotel demand and our ability to insure our
hotel properties, which could materially and adversely affect us.
We face possible risks associated with natural disasters, weather events, wildfires, and the physical effects of
climate change.
We are subject to the risks associated with natural disasters, weather events, wildfires, and the physical
effects of climate change, any of which could have a material adverse effect on our properties, operations
and business. Over time, our hotel properties located in coastal markets and other areas that may be impacted
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by climate change are expected to experience increases in storm intensity and rising sea-levels, causing
damage to our hotel properties. As a result, we could become subject to significant losses and/or repair costs
that may or may not be fully covered by insurance. Other markets may experience prolonged variations in
temperature or precipitation that may limit access to the water needed to operate our hotel properties or
significantly increase energy costs, which may subject those properties to additional regulatory burdens, such
as limitations on water usage or stricter energy efficiency standards. Natural disasters, weather events and
climate change may also affect our business by increasing the cost of (or making unavailable) property
insurance on terms we find acceptable in areas most vulnerable to such events, increasing operating costs at
our hotel properties, such as the cost of water or energy, and requiring us to expend funds as we seek to
repair and protect our hotel properties against such risks. There can be no assurance that natural disasters,
weather events, or climate change will not have a material adverse effect on our hotel properties, operations or
business.
Risks Related to Our Organization and Structure
The share ownership limits imposed by the Code for REITs and our declaration of trust may restrict share
transfers and/or business combination opportunities.
In order for us to maintain our qualification as a REIT under the Code, not more than 50% in value of
our outstanding shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the
Code to include certain entities) at any time during the last half of each taxable year following our first year
of taxation as a REIT. Our declaration of trust, with certain exceptions, authorizes our board of trustees
to take the necessary actions to preserve our qualification as a REIT. Unless exempted by our board of
trustees, no person or entity (other than a person or entity who has been granted an exception) may directly
or indirectly, beneficially or constructively, own more than 9.8% of the aggregate of our outstanding
common shares, by value or by number of shares, whichever is more restrictive, or 9.8% of the aggregate of
the outstanding preferred shares of any class or series, by value or by number of shares, whichever is more
restrictive.
Our board of trustees may, in its sole discretion, grant an exemption to the share ownership limits,
subject to certain conditions and the receipt by our board of trustees of certain representations and
undertakings. During the time that such waiver is effective, the excepted holders will be subject to an increased
ownership limit. As a condition to granting such limited exemptions, the excepted holders are required to
make representations and warranties to us, which are intended to ensure that we will continue to meet the
REIT ownership requirements. The excepted holders must inform us if any of these representations becomes
untrue or is violated, in which case such excepted holder will lose its limited exemption from the share
ownership limits.
It may be difficult or impractical to effect a change in control under circumstances that otherwise could provide
the holders of our common shares with the opportunity to realize a premium over the then-prevailing market
price of our common shares.
Certain advance notice provisions of our bylaws may inhibit a change in control. These advance notice
provisions may have the effect of delaying, deferring or preventing a transaction or a change in control of
our company that might involve a premium to the market price of our common shares or otherwise be in our
shareholders’ best interests.
Termination of the employment agreements with our executive officers could be costly and prevent a
change in control. The employment agreements that we entered into with each of our executive officers
provide that, if their employment with us terminates under certain circumstances (including upon a change
in control), we are required to pay them severance compensation, including accelerating the vesting of
their respective equity awards, thereby making it costly to terminate their employment without cause.
Furthermore, these provisions could delay or prevent a transaction or a change in control that might involve
a premium paid for our common shares or otherwise be in the best interests of our shareholders.
Our declaration of trust contains provisions that make the removal of our trustees difficult, which
could make it difficult for our shareholders to effect changes to our management. Our declaration of trust
provides that, subject to the rights of the holders of one or more classes or series of preferred shares to elect
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or remove one or more trustees, a trustee may be removed only for cause and only by the affirmative vote of
the holders of at least two-thirds of the votes entitled to be cast in the election of trustees and that our
board of trustees has the exclusive power to fill vacant trusteeships, even if the remaining trustees do not
constitute a quorum. These provisions make it more difficult to change our management by removing and
replacing trustees and it may delay or prevent a change in control that is in the best interests of our
shareholders.
Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which
could limit our shareholders’ recourse in the event of actions not in our shareholders’ best interests.
Under Maryland law, generally, a trustee is required to perform his or her duties in good faith, in a
manner he or she reasonably believes to be in our best interest and with the care that an ordinarily prudent
person in a like position would use under similar circumstances. Under Maryland law, trustees are presumed
to have acted with this standard of care. In addition, our declaration of trust limits the liability of our
trustees and officers to us and our shareholders for monetary damages, except for liability resulting from
the:
• actual receipt of an improper benefit or profit in money, property or services; or
• active and deliberate dishonesty by the trustee or officer that was established by a final judgment as
being material to the cause of action adjudicated.
Our declaration of trust and bylaws obligate us, to the fullest extent permitted by Maryland law in
effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of the final
disposition of a proceeding to any present or former trustee or officer who is made or threatened to be made
a party to the proceeding by reason of his or her service to us in that capacity. In addition, we may be
obligated to advance the defense costs incurred by our trustees and officers. As a result, we and our
shareholders may have more limited rights against our trustees and officers than might otherwise exist absent
the current provisions in our declaration of trust and bylaws or that might exist with other companies.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to
accurately report our financial results.
To monitor the accuracy and reliability of our financial reporting, we have established an internal audit
function that oversees our internal controls. In addition, we have developed policies and procedures with
respect to company-wide business processes and cycles in order to implement an effective system of internal
control over financial reporting. We have established, or caused our independent managers to establish,
controls and procedures designed to ensure that hotel revenues and expenses are properly recorded at our
hotels. We cannot be certain that we will be successful in maintaining effective internal control over financial
reporting and we may determine in the future that our existing internal controls need improvement. If we
fail to maintain an effective system of internal control, we could be materially harmed or we could fail to meet
our reporting obligations. In addition, the existence of a material weakness in our internal controls could
result in errors to our financial statements that could require a restatement, cause us to fail to meet our
reporting obligations, result in increased costs to remediate any deficiencies, attract regulatory scrutiny or
lawsuits and cause investors to lose confidence in our reported financial information, any of which could
lead to a substantial decline in the market price of our common shares.
Risks Related to the Real Estate Industry
The illiquid nature of real estate investments could significantly impede our ability to respond to changing
economic, financial, and investment conditions or changes in the operating performance of our hotel properties,
which could materially and adversely affect our cash flows and results of operations.
Real estate investments, including the hotels in our portfolio, are relatively illiquid. As a result, we may
not be able to sell a hotel or hotels quickly or on favorable terms in response to changing economic, financial
and investment conditions or changes in the hotel’s operating performance when it otherwise may be
prudent to do so. We cannot predict whether we will be able to sell any hotel property we desire to sell for
the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser
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would be acceptable to us. We may be required to expend funds to correct defects or to make improvements
before a hotel can be sold, and we cannot provide any assurances that we will have the funds available to
correct such defects or to make such improvements. Our inability to dispose of assets at opportune times or
on favorable terms could materially and adversely affect our cash flows and results of operations.
Uninsured and underinsured losses at our hotel properties could materially and adversely affect us.
We maintain comprehensive property insurance on all of our hotel properties and we intend to maintain
comprehensive property insurance on any hotels that we acquire in the future, including fire, terrorism, and
extended coverage. Our comprehensive property insurance program has a $250,000 deductible per claim.
In addition to the comprehensive property insurance, we maintain general liability insurance at all of our hotel
properties. Our general liability insurance program has no deductible. Certain types of catastrophic losses,
such as windstorms, earthquakes, floods, and losses from foreign and domestic terrorist activities may not be
insurable or may not be economically insurable. Even when insurable, these policies may have high
deductibles and/or high premiums. Certain of our coastal hotel properties each have a deductible of 5% of
total insured value for a named storm, and our hotels located in areas susceptible to earthquakes have
deductibles of up to 5% of total insured value. Our lenders may require such insurance and our failure to
obtain such insurance could constitute a default under the loan agreements, which could have a material and
adverse effect on us.
In the event of a substantial loss, our insurance coverage may not be sufficient to cover the full current
market value or replacement cost of our lost investment, which could have a material and adverse effect on
us. Should an uninsured loss or a loss in excess of insured limits occur, or should we be unsuccessful in
obtaining coverage from an insurance carrier, we could lose all or a portion of the capital we have invested
in a hotel property, as well as the anticipated future revenue from the hotel property. In that event, we might
nevertheless remain obligated for any mortgage debt or other financial obligations related to the hotel
property.
We could incur significant costs related to government regulation and litigation with respect to environmental
matters, which could have a material and adverse effect on us.
Our hotel properties are subject to various U.S. federal, state and local environmental, health and
safety laws and regulations that impose liability for contamination. Under these laws, governmental entities
have the authority to require us, as the current owner of a hotel property, to perform or pay for the
cleanup of contamination at, on, under or emanating from the hotel and to pay for natural resource damages
arising from such contamination. Because these laws also impose liability on persons who owned or
operated a property at the time it became contaminated, it is possible we could incur cleanup costs or other
environmental liabilities even after we sell or no longer operate the hotel properties.
The liabilities and the costs associated with environmental contamination at our hotel properties,
defending against the claims related to alleged or actual environmental issues, or complying with
environmental, health and safety laws could be material and could materially and adversely affect us. The
discovery of material environmental liabilities at our hotel properties could subject us to unanticipated costs,
which could significantly reduce or eliminate our profitability and the cash available for distribution to our
shareholders.
We may from time to time be subject to litigation that could expose us to uncertain or uninsured costs.
As owners of hotel properties, we may from time to time face potential claims, litigation and threatened
litigation from guests, visitors to our hotel properties, contractors, sub-contractors and others. These claims
and proceedings are inherently uncertain and their costs and outcomes cannot be predicted with certainty.
Some of these claims may result in defense costs, settlements, fines or judgments against us, and some of
which are not, or cannot be, covered by insurance. Payment of any such costs, settlements, fines or
judgments that are not insured could have a material and adverse impact on our financial position and
results of operations. In addition, certain litigation or the resolution of certain litigation may affect the
availability or cost of some of our insurance coverage, which could materially and adversely impact our results
of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely
impact our ability to attract officers and trustees.
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Risks Related to Our Status as a REIT
If we do not qualify as a REIT, or if we fail to remain qualified as a REIT, we will be subject to U.S. federal
income tax and potentially state and local taxes, which would reduce our earnings and the amount of cash
available for distribution to our shareholders.
If we were to fail to qualify as a REIT in any taxable year and any available relief provisions do not
apply, we would be subject to U.S. federal and state corporate income tax, and dividends paid to our
shareholders would not be deductible by us in computing our taxable income. Unless we were entitled to
statutory relief under certain Code provisions, we also would be disqualified from taxation as a REIT for the
four taxable years following the year in which we failed to qualify as a REIT.
Any determination that we do not qualify as a REIT would have a material adverse effect on our
results of operations and could materially reduce the value of our common shares. Our additional tax
liability could be substantial and would reduce our net earnings available for investment, debt service and/or
distributions to shareholders.
REIT distribution requirements could adversely affect our ability to execute our business plan or require us to
make distributions of our shares or other securities.
We generally must distribute to our shareholders annually at least 90% of our “REIT taxable income,”
subject to certain adjustments and excluding any net capital gain. From time to time, we may generate taxable
income greater than our cash flow. In addition, we may be subject to limitations on the ability to use our
net operating loss carryovers to offset taxable income that we do not distribute. If we do not have other funds
available in these situations, we could be required to (i) borrow funds on unfavorable terms, (ii) sell
investments at disadvantageous prices, (iii) distribute amounts that would otherwise be invested in future
acquisitions, or (iv) make a taxable distribution of our common shares as part of a distribution in which
shareholders may elect to receive our common shares or (subject to a limit measured as a percentage of the
total distribution) cash to make distributions sufficient to enable us to pay out enough of our REIT
taxable income to satisfy the REIT distribution requirements. These alternatives could increase our costs or
reduce our shareholders’ equity. Thus, compliance with the REIT distribution requirements may hinder
our ability to grow, which could adversely affect the value of our shares.
If our leases are not respected as true leases for U.S. federal income tax purposes, we would likely fail to
qualify as a REIT.
To qualify as a REIT, we must satisfy two gross income tests, pursuant to which specified percentages
of our gross income must be passive income, such as rent. For the rent paid pursuant to the hotel leases
with our TRSs, which we currently expect will continue to constitute substantially all of our gross income,
to qualify for purposes of the gross income tests, the leases must be respected as true leases for U.S. federal
income tax purposes and must not be treated as service contracts, joint ventures or some other type of
arrangement. We believe that the leases will be respected as true leases for U.S. federal income tax purposes.
There can be no assurance, however, that the IRS will agree with this characterization. If the leases were
not respected as true leases for U.S. federal income tax purposes, we would not be able to satisfy either of the
two gross income tests applicable to REITs and would likely lose our REIT status. Additionally, we could
be subject to a 100% excise tax for any adjustment to our leases.
To comply with the restrictions imposed on REITs, we may have to conduct certain activities and own certain
assets through TRSs, which will be subject to normal corporate income tax, and we could be subject to a 100%
penalty tax on certain income if those transactions are not conducted on arm’s-length terms.
A TRS is an entity (i) in which a REIT directly or indirectly holds stock, (ii) which has elected, with the
REIT, to be treated as a taxable REIT subsidiary of such REIT, and (iii) which is taxable as a regular
corporation, at regular corporate income tax rates. As a REIT, we cannot own certain assets or conduct
certain activities directly, without risking failing the income or asset tests that apply to REITs. We can,
however, hold these assets or undertake these activities through a TRS.
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As noted, the income earned through our TRSs will be subject to corporate income taxes. In addition,
a 100% excise tax will be imposed on certain transactions between us and our TRSs that are not conducted
on an arm’s length basis.
If our TRSs fail to qualify as “taxable REIT subsidiaries” under the Code, we would likely fail to qualify as a
REIT.
Rent paid by a lessee that is a “related party tenant” will not be qualifying income for purposes of the
gross income tests applicable to REITs. We currently lease and expect to continue to lease substantially all
of our hotels to our TRSs, which will not be treated as “related party tenants” so long as they qualify as
“taxable REIT subsidiaries” under the Code. To qualify as such, most significantly, a TRS cannot engage in
the direct or indirect operation or management of hotels. We believe that our TRSs qualify to be treated as
“taxable REIT subsidiaries” for U.S. federal income tax purposes. However, given recent scrutiny regarding
the operational structure of lodging REITs like us and their third-party management agreements, there
can be no assurance that the IRS will not challenge the status of a TRS for U.S. federal income tax purposes
or that a court would not sustain such a challenge. If the IRS were successful in disqualifying any of our
TRSs from treatment as a “taxable REIT subsidiary,” it is likely that we would fail to meet the asset tests
applicable to REITs and substantially all of our income would fail to qualify for the gross income tests. If we
failed to meet either the asset tests or the gross income tests, we would likely lose our REIT status.
If any management companies that we engage do not qualify as “eligible independent contractors,” or if our
hotel properties are not “qualified lodging facilities,” we would likely fail to qualify as a REIT.
Rent paid by a lessee that is a “related party tenant” of ours generally will not be qualifying income for
purposes of the gross income tests applicable to REITs. An exception is provided, however, for leases of
“qualified lodging facilities” to a TRS so long as the hotels are managed by an “eligible independent
contractor” and certain other requirements are satisfied. We currently lease and expect to continue to lease
all or substantially all of our hotels to TRS lessees and we currently engage and expect to continue to engage
management companies that are intended to qualify as “eligible independent contractors.” In addition, for
a management company to qualify as an eligible independent contractor, (i) the management company must
not own, directly or through its shareholders, more than 35% of our outstanding shares, and no person or
group of persons can own more than 35% of our outstanding shares and the shares (or ownership interest) of
the management company and (ii) such company or a related person must be actively engaged in the trade
or business of operating “qualified lodging facilities” (as defined below) for one or more persons not related
to the REIT or its TRSs at each time that such company enters into a management contract with a TRS
or its TRS lessee. Finally, each hotel with respect to which our TRS lessees pay rent must be a “qualified
lodging facility.” A “qualified lodging facility” is a hotel, motel, or other establishment in which more than
one-half of the dwelling units are used on a transient basis, including customary amenities and facilities,
provided that no wagering activities are conducted at or in connection with such facility by any person
who is engaged in the business of accepting wagers and who is legally authorized to engage in such business
at or in connection with such facility. As of the date hereof, we believe the management companies operate
qualified lodging facilities for certain persons who are not related to us or our TRSs. As of the date hereof, we
believe that all of the hotels leased to our TRS lessees will be qualified lodging facilities. Although we
intend to monitor future acquisitions and improvements of hotels, the REIT provisions of the Code provide
only limited guidance for making determinations under the requirements for qualified lodging facilities,
and there can be no assurance that these requirements will be satisfied in all cases.
Complying with REIT requirements may force us to forgo and/or liquidate otherwise attractive investment
opportunities.
To qualify as a REIT, we must ensure that we meet the gross income tests annually and that at the end
of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government
securities and qualified real estate assets. The remainder of our investment in securities (other than government
securities and qualified real estate assets) generally cannot include more than 10% of the outstanding
voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any
one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities
and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the
23

value of our total assets can be represented by securities of one or more TRSs, and no more than 25% of
the value of our total assets may be represented by debt instruments issued by publicly offered REITs that
are “nonqualified” (i.e., not secured by real property or interests in real property). If we fail to comply with
these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the
end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT
qualification and suffering adverse tax consequences. As a result, we may be required to liquidate from our
portfolio, or contribute to a TRS, otherwise attractive investments in order to maintain our qualification as a
REIT. These actions could have the effect of reducing our income and amounts available for distribution
to our shareholders. In addition, we may be required to make distributions to shareholders at disadvantageous
times or when we do not have funds readily available for distribution, and may be unable to pursue
investments that would otherwise be advantageous to us. Thus, compliance with the REIT requirements
may hinder our ability to make, and, in certain cases, maintain ownership of, certain attractive investments.
In the event that we recognize a significant gain from cash settlement of a forward sale agreement under our
at-the-market equity offering program, the U.S. federal income tax treatment of the cash that we receive in
such instance is unclear and could impact our ability to meet the REIT qualification requirements.
We enter into forward sale agreements from time to time in connection with our at-the-market equity
offering program and, subject to certain conditions, we have the right to elect physical, cash or net share
settlement under these agreements at any time and from time to time, in part or in full. In the event that we
elect to settle a forward sale agreement for cash and the settlement price is below the forward sale price, we
would be entitled to receive a cash payment from the applicable forward purchaser(s). Under Section 1032
of the Code, generally, no gains and losses are recognized by a corporation in dealing in its own shares,
including pursuant to a “securities futures contract,” as defined in the Code by reference to the Exchange
Act. Although we believe that any amount received by us in exchange for our common shares would qualify
for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sale
agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash
settlement payment we receive is uncertain. In the event that we recognize a significant gain from the cash
settlement of a forward sale agreement, we might not be able to satisfy the gross income requirements
applicable to REITs under the Code. If we were to fail to satisfy one or both of the gross income tests for
any taxable year, we may nevertheless qualify as a REIT for such year if we were entitled to relief under certain
provisions of the Code. If these relief provisions were inapplicable, we would not qualify to be taxed as a
REIT.
There is a risk of changes in the tax laws which may adversely affect our taxation as a REIT and taxation of
our shareholders.
The IRS, the United States Treasury Department and Congress frequently review U.S. federal income
tax legislation, regulations and other guidance. In addition, according to publicly released statements, a top
legislative priority of the current administration and Congress may be significant reform of the Code,
including significant changes to taxation of business entities. We cannot predict whether, when or to what
extent new U.S. federal tax laws, regulations, interpretations or rulings will be adopted. Further, from time to
time, changes in state and local tax laws or regulations are enacted, which may result in an increase in our
tax liability. Any legislative action may prospectively or retroactively modify our tax treatment and, therefore,
may adversely affect our taxation or taxation of our shareholders.
Risks Related to Our Common Shares
Our cash available for distribution to shareholders may not be sufficient to pay distributions at expected or
required levels, and we may need to borrow funds or rely on other external sources in order to make such
distributions, or we may not be able to make such distributions at all, which could cause the market price of our
common shares to decline significantly.
We intend to continue to pay regular quarterly distributions to holders of our common shares. All
distributions will be made at the discretion of our board of trustees and will depend on our historical and
projected results of operations, EBITDA, funds from operations (“FFO”), liquidity and financial condition,
REIT qualification, debt service requirements, capital expenditures and operating expenses, prohibitions
24

and other restrictions under financing arrangements and applicable law and other factors as our board of
trustees may deem relevant from time to time. No assurance can be given that our projections will prove to be
accurate or that any level of distributions or particular yield will be made or sustained. We may not be able
to make distributions in the future or we may need to fund such distributions through borrowings or other
external financing sources, which may be available only at unattractive terms, if at all. Any of the foregoing
could cause the market price of our common shares to decline significantly.
Future issuances of debt securities, which would rank senior to our common shares upon our liquidation, and
future issuances of equity securities (including OP units), which would dilute the holdings of our existing
common shareholders and may be senior to our common shares for the purposes of making distributions,
periodically or upon liquidation, may negatively affect the market price of our common shares.
In the future, we may issue debt or equity securities or incur additional borrowings. Upon our
liquidation, holders of our debt securities and other loans and preferred shares will receive a distribution of
our available assets before common shareholders. If we incur debt in the future, our future interest costs
could increase, and adversely affect our liquidity, FFO and results of operations. We are not required to offer
any additional equity securities to existing common shareholders on a preemptive basis. Therefore,
additional common share issuances, directly or through convertible or exchangeable securities (including
OP units), warrants or options, will dilute the holdings of our existing common shareholders, and such
issuances or the perception of such issuances may reduce the market price of our common shares. Our
preferred shares, if issued, would likely have a preference on distribution payments, periodically or upon
liquidation, which could eliminate or otherwise limit our ability to make distributions to common
shareholders. Because our decision to issue debt or equity securities or incur additional borrowings in the
future will depend on market conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing, nature or success of any future capital raising efforts. Thus, the common shareholders
bear the risk that our future issuances of debt or equity securities or our incurrence of additional borrowings
will negatively affect the market price of our common shares.
We cannot guarantee that we will repurchase our common shares pursuant to our share repurchase program or
that our share repurchase program will enhance long-term shareholder value. Share repurchases could also
increase the volatility of the price of our common shares and could diminish our cash reserves.
Our board of trustees authorized a share repurchase program to repurchase up to an aggregate of
$250.0 million of common and preferred shares. Although our board of trustees authorized our share
repurchase program, our share repurchase program does not obligate us to repurchase any specific dollar
amount or to acquire any specific number of shares. Our share repurchase program may be limited, suspended,
or discontinued at any time without prior notice. In addition, repurchases of our common shares pursuant
to our share repurchase program could affect our share price and increase its volatility. The existence of our
share repurchase program could cause our share price to be higher than it would be in the absence of such
a program. Additionally, our share repurchase program could diminish our cash reserves, which may impact
our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions.
There can be no assurance that any share repurchases will enhance shareholder value because the market price
of our common shares may decline below the levels at which we repurchased the common shares.
25

Item 1B.
Unresolved Staff Comments
None.
Item 1C.
Cybersecurity
Risk Management and Strategy
We are committed to properly addressing the cybersecurity threats we face, and we have processes to
assess, identify, and manage material risks from cybersecurity threats. We apply a comprehensive approach
to the mitigation of cybersecurity risks. The risk of cybersecurity threats is integrated into our overall risk
management program, which includes an annual risk prioritization process to identify key enterprise-level
risks. The cybersecurity threat risk action plan is managed by a dedicated information technology (“IT”)
committee (the “IT Committee”), which oversees our cybersecurity program. The IT Committee comprises
senior company leaders as well as our outsourced IT services provider. To oversee and identify cybersecurity
threat risks on a day-to-day basis, we maintain a security operations center with round-the-clock monitoring.
We have established policies, including those related to privacy, information security and cybersecurity,
and we employ a broad and diversified set of mitigation strategies and techniques to reduce cybersecurity
risks, including continuous monitoring, early detection tools, proactive vulnerability management, and
remediation. Our information security policies are modeled against the National Institute of Standards and
Technology’s Cybersecurity Standards and incorporate concepts from the Zero Trust Framework.
Given the ever-changing cybersecurity landscape, our IT Committee regularly meets to identify
opportunities for incremental improvements, assess additional layers of security, and evaluate new
technologies for implementation. In addition, we engage, as necessary, cybersecurity experts to analyze our
IT policies, procedures, and infrastructure to assess their effectiveness and to identify opportunities for
improvement.
We conduct an annual information security compliance training for all employees to enable them to
detect and report malware, ransomware, and other malicious software and social engineering attempts that
may compromise our IT systems. Employees also are subject to spear-phishing training campaigns, which
allow us to assess the effectiveness of our training programs.
Our management companies are ultimately responsible for our guests’ information, and we monitor
these companies, as well as other third-party service providers, to ensure that they are complying with our
privacy, information security and cybersecurity policies. We also assess the cybersecurity proficiency of
potential third-party cloud suppliers before utilizing their services.
We work closely with our internal and external auditors to assess, identify and manage cybersecurity
risks. Our IT internal controls are audited by our external auditor as part of our Sarbanes-Oxley Act
compliance activities, and this process includes assessing the design and operating effectiveness of those
controls.
Any failure to maintain proper function, security and availability of our information technology
networks and systems could interrupt our operations, our financial reporting and compliance, damage our
reputation, and subject us to liability claims or regulatory penalties, which could have a material and adverse
effect on our business, financial condition and results of operations. Management has not identified
cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially
affected or are reasonably likely to materially affect us, including our business strategy, results of operations
or financial condition. See “Item 1A. Risk Factors” above for more information.
Governance
Our board of trustees is responsible for overseeing the assessment and management of enterprise-level
risks that may impact us, including cybersecurity. Two board members have information security expertise
from their professional experience. Nathaniel A. Davis has expertise in information technology and experience
reviewing and addressing cybersecurity risks. Patricia L. Gibson also has experience assessing and
addressing cybersecurity risks through her past professional experience.
26

Our Audit Committee has primary responsibility for the oversight of risks from cybersecurity threats.
Management, including members of the IT Committee, reports at least annually to the Audit Committee
regarding cybersecurity risks and mitigation strategies. We consider each member of our Audit Committee
to possess information security experience by way of their oversight responsibilities over this area.
In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyber
attack, we have established a cybersecurity incident response plan to effectively address any cybersecurity
threat that may occur despite these safeguards. We believe our cybersecurity incident response plan will help
ensure timely, consistent and compliant responses to actual or attempted data incidents impacting our
company. The cybersecurity incident response plan includes an escalation framework, including processes
for informing the board of trustees of material cybersecurity incidents.
Item 2.
Properties
Our Hotel Properties
The following table provides a comprehensive list of our hotel properties as of December 31, 2024:
State
Hotel Property Name
Rooms
Alabama
Embassy Suites Birmingham . . . . . . . . .
242
Arizona
Embassy Suites Phoenix – Biltmore . . . .
232
California
Courtyard San Francisco . . . . . . . . . . . .
166
Embassy Suites Irvine Orange
County . . . . . . . . . . . . . . . . . . . . . . . .
293
Embassy Suites Los Angeles Downey . . .
220
Embassy Suites Los Angeles –
International Airport South . . . . . . . . . .
349
Embassy Suites Milpitas Silicon
Valley
. . . . . . . . . . . . . . . . . . . . . . . . .
267
Embassy Suites San Francisco
Airport – South San Francisco . . . . . . . .
316
Embassy Suites San Francisco
Airport – Waterfront . . . . . . . . . . . . . . .
340
Hilton Garden Inn Los Angeles
Hollywood . . . . . . . . . . . . . . . . . . . . . .
160
Hilton Garden Inn San Francisco
Oakland Bay Bridge . . . . . . . . . . . . . . .
303
Hyatt House Cypress Anaheim . . . . . . . .
142
Hyatt House Emeryville San Francisco
Bay Area . . . . . . . . . . . . . . . . . . . . . . .
234
Hyatt House San Diego Sorrento
Mesa . . . . . . . . . . . . . . . . . . . . . . . . . .
193
Hyatt House San Jose Silicon Valley . . . .
180
Hyatt House San Ramon . . . . . . . . . . . .
142
Hyatt House Santa Clara . . . . . . . . . . . .
150
Hyatt Place Fremont Silicon Valley . . . . .
151
The Pierside Santa Monica . . . . . . . . . .
132
Residence Inn Palo Alto Los Altos . . . . .
156
San Francisco Marriott Union
Square . . . . . . . . . . . . . . . . . . . . . . . . .
401
Wyndham San Diego Bayside
. . . . . . . .
600
State
Hotel Property Name
Rooms
Zachari Dunes on Mandalay Beach,
Curio Collection by Hilton . . . . . . . . . .
250
Colorado
Hotel Teatro . . . . . . . . . . . . . . . . . . . . .
110
Marriott Denver South @ Park
Meadows . . . . . . . . . . . . . . . . . . . . . . .
279
Moxy Denver Cherry Creek . . . . . . . . . .
170
Renaissance Boulder Flatiron Hotel . . . .
232
District of Columbia
Fairfield Inn & Suites Washington DC
Downtown . . . . . . . . . . . . . . . . . . . . . .
198
Homewood Suites Washington DC
Downtown . . . . . . . . . . . . . . . . . . . . . .
175
Hyatt Place Washington DC Downtown
K Street . . . . . . . . . . . . . . . . . . . . . . . .
164
Florida
DoubleTree Grand Key Resort . . . . . . . .
216
DoubleTree Suites by Hilton
Orlando – Lake Buena Vista . . . . . . . . .
236
Embassy Suites Deerfield Beach –
Resort & Spa . . . . . . . . . . . . . . . . . . . .
244
Embassy Suites Fort Lauderdale 17th
Street . . . . . . . . . . . . . . . . . . . . . . . . . .
361
Embassy Suites Fort Myers Estero . . . . .
150
Embassy Suites Miami – International
Airport . . . . . . . . . . . . . . . . . . . . . . . .
318
Embassy Suites Orlando – International
Drive South/Convention Center . . . . . . .
244
Embassy Suites Tampa Downtown
Convention Center . . . . . . . . . . . . . . . .
360
Embassy Suites West Palm Beach
Central . . . . . . . . . . . . . . . . . . . . . . . . .
194
Fairfield Inn & Suites Key West . . . . . . .
106
Hilton Cabana Miami Beach . . . . . . . . .
231
Renaissance Fort Lauderdale West
Hotel . . . . . . . . . . . . . . . . . . . . . . . . . .
250
27

State
Hotel Property Name
Rooms
Georgia
Courtyard Atlanta Buckhead . . . . . . . . .
181
Embassy Suites Atlanta – Buckhead . . . .
326
Hampton Inn and Suites Atlanta
Midtown . . . . . . . . . . . . . . . . . . . . . . .
186
Hyatt Centric Midtown Atlanta . . . . . . .
194
Residence Inn Atlanta Midtown
Historic . . . . . . . . . . . . . . . . . . . . . . . .
90
Hawaii
Courtyard Waikiki Beach . . . . . . . . . . .
404
Illinois
Courtyard Chicago Downtown
Magnificent Mile . . . . . . . . . . . . . . . . .
306
Courtyard Midway Airport . . . . . . . . . .
174
Fairfield Inn & Suites Chicago Midway
Airport . . . . . . . . . . . . . . . . . . . . . . . .
114
Hampton Inn Chicago Midway
Airport . . . . . . . . . . . . . . . . . . . . . . . .
170
Hilton Garden Inn Chicago Midway
Airport . . . . . . . . . . . . . . . . . . . . . . . .
174
Holiday Inn Express & Suites Midway
Airport . . . . . . . . . . . . . . . . . . . . . . . .
104
Marriott Chicago Midway . . . . . . . . . . .
200
Sleep Inn Midway Airport . . . . . . . . . . .
121
Indiana
Courtyard Indianapolis @ The
Capitol
. . . . . . . . . . . . . . . . . . . . . . . .
124
Residence Inn Indianapolis Downtown
On The Canal . . . . . . . . . . . . . . . . . . . .
134
Kentucky
Marriott Louisville Downtown
. . . . . . .
620
Residence Inn Louisville Downtown . . . .
140
Louisiana
Chateau LeMoyne – French Quarter,
New Orleans(1) . . . . . . . . . . . . . . . . . . .
171
Hilton Garden Inn New Orleans
Convention Center . . . . . . . . . . . . . . . .
286
Hotel Tonnelle New Orleans, a Tribute
Portfolio Hotel . . . . . . . . . . . . . . . . . . .
132
Wyndham New Orleans – French
Quarter . . . . . . . . . . . . . . . . . . . . . . . .
374
Maryland
Residence Inn Bethesda Downtown . . . .
188
Residence Inn National Harbor
Washington DC . . . . . . . . . . . . . . . . . .
162
Massachusetts
AC Hotel Boston Downtown . . . . . . . . .
205
Embassy Suites Boston Waltham . . . . . .
275
Wyndham Boston Beacon Hill . . . . . . . .
304
Minnesota
Embassy Suites Minneapolis –
Airport . . . . . . . . . . . . . . . . . . . . . . . .
310
State
Hotel Property Name
Rooms
New York
Courtyard New York Manhattan Upper
East Side . . . . . . . . . . . . . . . . . . . . . . .
226
Hampton Inn Garden City
. . . . . . . . . .
143
The Knickerbocker New York(2) . . . . . . .
330
North Carolina
Hyatt House Charlotte Center City
. . . .
163
Oregon
Courtyard Portland City Center . . . . . . .
256
SpringHill Suites Portland Hillsboro . . . .
106
Pennsylvania
Hilton Garden Inn Pittsburgh University
Place . . . . . . . . . . . . . . . . . . . . . . . . . .
202
Renaissance Pittsburgh Hotel . . . . . . . . .
300
Wyndham Philadelphia Historic
District . . . . . . . . . . . . . . . . . . . . . . . .
364
Courtyard Pittsburgh University
Center . . . . . . . . . . . . . . . . . . . . . . . . .
253
South Carolina
Courtyard Charleston Historic
District . . . . . . . . . . . . . . . . . . . . . . . .
176
Mills House Charleston, Curio Collection
by Hilton . . . . . . . . . . . . . . . . . . . . . . .
218
Tennessee
The Bankers Alley Hotel, a Tapestry
Collection by Hilton . . . . . . . . . . . . . . .
124
Texas
Courtyard Austin Downtown Convention
Center . . . . . . . . . . . . . . . . . . . . . . . . .
270
Courtyard Houston By The Galleria . . . .
190
Courtyard Houston Downtown
Convention Center . . . . . . . . . . . . . . . .
191
DoubleTree by Hilton Houston Medical
Center Hotel & Suites . . . . . . . . . . . . . .
297
DoubleTree Suites by Hilton Austin . . . .
188
Embassy Suites Dallas – Love Field . . . .
248
Hyatt Centric The Woodlands . . . . . . . .
72
Residence Inn Austin Downtown
Convention Center . . . . . . . . . . . . . . . .
179
Residence Inn Houston By The
Galleria . . . . . . . . . . . . . . . . . . . . . . . .
146
Residence Inn Houston Downtown
Convention Center . . . . . . . . . . . . . . . .
171
SpringHill Suites Houston Downtown
Convention Center . . . . . . . . . . . . . . . .
167
Washington
Homewood Suites Seattle Lynnwood . . .
170
Wisconsin
Hyatt Place Madison Downtown . . . . . .
151
28

(1)
We own an indirect 50% ownership interest in this hotel property and we account for the ownership
interest using the equity method of accounting. This hotel property is operated without a lease.
(2)
We own a 95.0% controlling ownership interest in this hotel property.
Management Agreements
In order to qualify as a REIT, we cannot directly or indirectly operate any of our hotel properties. We
lease all but one of our hotel properties to TRS lessees, which in turn engage hotel property management
companies to manage our hotel properties. All of our hotel properties are operated pursuant to a management
agreement with one of 16 independent management companies. 36 of our hotel properties receive the
benefits of a franchise agreement pursuant to a management agreement with Hilton, Hyatt, Marriott, or
other management companies.
As of December 31, 2024, Aimbridge and Hilton were the management companies for 30 and 21 of
our hotel properties, respectively. Our remaining 45 hotel properties were managed by 14 other management
companies, including Hyatt and Marriott.
The management agreements have initial terms that range from three to 25 years, and some provide for
one or two automatic extension periods ranging from one to 10 years each.
Each management company receives a base management fee between 1.5% and 3.5% of hotel revenues.
The 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 upon the
achievement of certain financial thresholds as set forth in each applicable management agreement. The
incentive management fee is generally calculated as a percentage of hotel net operating income after we have
received a priority return on our investment in the hotel.
Each management agreement provides that the applicable independent manager controls the operations
of the applicable hotel property. Our ability to participate in decisions regarding the hotel property is limited
under the management agreement to typical owner rights with respect to hotel operations.
Each of the management agreements provides us with a right to terminate such management agreement
if the management company fails to reach certain performance targets (as provided in the applicable
management agreement). Certain management agreements also provide us with a right to terminate the
management agreement in our sole and absolute discretion. In addition, certain management agreements
give us the right to terminate the management agreement upon the sale of the hotel property or for any reason
upon payment of a stipulated termination fee. Subject to certain qualifications and applicable cure periods,
the management agreements are generally terminable by either party upon material casualty, or
condemnation of the hotel property, or the occurrence of certain customary events of default. Certain
management agreements also stipulate that in the event that a management company elects to terminate a
management agreement due to an event of default by us, the management company may elect to recover a
termination fee, as liquidated damages, equal to 2.5 times the actual base management fee and incentive
management fee earned by the management company under that management agreement in the fiscal year
immediately preceding the fiscal year in which such termination occurred.
Many of our Aimbridge, White Lodging Services (“WLS”), and Hersha Hospitality Management
(“HHM”) management agreements state that we cannot sell the applicable hotel property to any unrelated
third party or engage in certain change of control actions (1) if we are in default under the management
agreement, or (2) with or to a person or entity that is known in the community as being of bad moral
character or has been convicted of a felony or is in control of or controlled by persons convicted of a felony
or would be in violation of any franchise agreement requirements applicable to us. In addition, those
Aimbridge, WLS, and HHM management agreements further require that any future owner of the applicable
hotel property, at the option of the management company, assume the management agreement or enter
into a new management agreement for such hotel property.
29

Franchise Agreements
As of December 31, 2024, 57 of our hotels operated under franchise agreements with Marriott, Hilton,
Hyatt or other hotel brands. This excludes 36 hotel properties that receive the benefits of a franchise
agreement pursuant to management agreements with Hilton, Hyatt, Marriott, or other management
companies. In addition, three of our hotels are not operated with a hotel brand so they do not have franchise
agreements.
The franchisors provide a variety of benefits to the franchisees, including centralized reservation
systems, national advertising, marketing programs and publicity designed to increase brand awareness,
personnel training and operational quality at the hotels across the brand system. The franchise agreements
generally specify management, operational, record-keeping, accounting, reporting and marketing standards
and procedures, all of which our TRS lessees, as the franchisees, must follow. The franchise agreements
require our TRS lessees to comply with the franchisors’ standards and requirements, including the training
of operational personnel, safety, maintaining specified insurance, the types of services and products ancillary
to guest room services that may be provided by the TRS lessee, the display of signage and the type, quality
and age of furniture, fixtures and equipment included in the guest rooms and the nature of the lobbies and
other common areas. The franchise agreements have initial terms ranging from one to 30 years. Each of
our franchise agreements require that we pay 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.
The franchise agreements also provide for termination at the applicable franchisor’s option upon the
occurrence of certain events, including the failure to pay royalties and fees, the failure to perform our
obligations under the franchise license, bankruptcy and the abandonment of the franchise, or a change in
control. The TRS lessee is responsible for making all payments under the applicable franchise agreement to
the franchisor; however, we are required to guarantee the obligations under each of the franchise agreements.
In addition, many of our existing franchise agreements provide the franchisor with a right of first offer in
the event of certain sales or transfers of a hotel and provide the franchisor the right to approve a change in
the management company who manages the hotel.
TRS Leases
In order for us to qualify as a REIT, neither our company nor any of our subsidiaries may directly or
indirectly operate any of our hotels. The subsidiaries of the Operating Partnership, as the lessors, lease our
hotels to our TRS lessees, which, in turn, are the parties to the existing management agreements with the
independent managers at each of our hotels. The independent managers control the daily operations of
our hotel properties, and our ability to participate in operating decisions regarding our hotel properties is
limited to typical owner rights with respect to hotel operations. The TRS leases contain the provisions that
are described below. For the hotels that are acquired in the future, we intend for the leases to contain
substantially similar provisions as those described below; however, we may, in our discretion, alter any of
these provisions with respect to any particular lease.
Lease Terms
Our TRS leases have initial terms of generally three years and a majority of the leases can be renewed
by our TRS lessees for three or four successive three-year renewal terms unless the lessee is in default at the
expiration of the then-current term. In addition, our TRS leases are subject to early termination by us in the
event that we sell the hotel to an unaffiliated party, a change in control occurs or the applicable provisions
of the Code are amended to permit us to operate our hotels. Our TRS leases are also subject to early
termination upon the occurrence of certain events of default and/or other contingencies described in the
lease.
Amounts Payable under the Leases
During the term of each TRS lease, our TRS lessees are obligated to pay us a fixed annual base rent
plus a percentage rent and certain other additional charges that our TRS lessees agree to pay under the
30

terms of the respective TRS lease. The percentage rent is generally calculated based on the revenues
generated from the rental of guest rooms. Certain TRS lessees also pay percentage rent on food and beverage
sales and certain other sources, including meeting room rentals.
The TRS leases require our TRS lessees to pay rent, management fees, franchise fees, personal property
taxes where applicable, certain insurance policies, and all other costs and expenses, including utility and other
charges, incurred in the operation of the hotels. The leases also provide for rent reductions and abatements
in the event of damage to, destruction, or a partial taking of, any hotel. Any intercompany transactions
involving rent payments, reductions, or abatements eliminate in consolidation.
Maintenance and Modifications
Under each TRS lease, the TRS lessee may, at its expense, make additions, modifications or
improvements to the hotel that it deems desirable, and that we approve. In addition, our TRS lessees are
required, at their expense, to maintain the hotels in good order and repair, except for ordinary wear and tear,
and to make repairs that may be necessary and appropriate to keep the hotel in good order and repair.
Under the TRS lease, we are responsible for maintaining, at our cost, any underground utilities or structural
elements, including the exterior walls and the roof of the hotel (excluding, among other things, windows
and mechanical, electrical and plumbing systems). Each TRS lessee, when and as required to meet the
standards of the applicable management agreement, any applicable hotel franchise agreement, or to satisfy
the requirements of any lender, must establish an FF&E reserve in an amount equal to up to 5% of gross
revenue for the purpose of periodically repairing, replacing or refurbishing the furnishings and equipment.
Events of Default
The events of default under each of the leases include, among others: the failure by a TRS lessee to pay
rent when due; the breach by a TRS lessee of a covenant, condition or term under the lease, subject to the
applicable cure period; the bankruptcy or insolvency of a TRS lessee; cessation of operations by a TRS lessee
of the leased hotel for more than 30 days, except as a result of damage, destruction, or a partial or complete
condemnation; or the default by a TRS lessee under a franchise agreement subject to any applicable cure
period.
Termination of Leases on Disposition of the Hotels or Change of Control
In the event that we sell a hotel to a non-affiliate or a change of control occurs, we generally have the
right to terminate the lease by paying the applicable TRS lessee a termination fee to be governed by the
terms and conditions of the lease.
Ground Leases
As of December 31, 2024, 12 of our consolidated hotel properties and one unconsolidated hotel
property were subject to ground lease agreements that cover the land under the respective hotel properties.
Additional information on the ground leases can be found in Note 10 to our accompanying consolidated
financial statements.
Item 3.
Legal Proceedings
The nature of the operations of our hotels exposes our hotel properties, us and the Operating Partnership
to the risk of claims and litigation in the normal course of business. Other than routine litigation arising out
of the ordinary course of business, we are not presently subject to any material litigation nor, to our
knowledge, is any material litigation threatened against us.
Item 4.
Mine Safety Disclosures
Not applicable.
31

PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
Our common shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “RLJ.”
During the year ended December 31, 2024, we paid a cash dividend of $0.10 per common share in each of
the first and second quarters of 2024 and a cash dividend of $0.15 per common share in each of the third and
fourth quarters of 2024. During the year ended December 31, 2023, we paid a cash dividend of $0.08 per
common share in each of the first and second quarters of 2023 and a cash dividend of $0.10 per common
share in each of the third and fourth quarters of 2023.
On December 31, 2024 and February 19, 2025, the closing price of our common shares as reported on
the NYSE was $10.21 and $9.60, respectively.
Share Return Performance
The graph and the table set forth below assume $100.00 was invested on December 31, 2019 in RLJ
Lodging Trust’s common shares. The graph and the table compare the total shareholder return of our
common shares against the cumulative total returns of the Standard & Poor’s 500 Index (“S&P 500 Index”)
and the Dow Jones U.S. Select Real Estate Hotels Index (“Dow Jones US REIT Hotels Index”) between
December 31, 2019 and December 31, 2024. The graph assumes an initial investment of $100.00 in our
common shares and in each of the indices, and it also assumes the reinvestment of dividends.
$260.00
$240.00
$220.00
$120.00
$140.00
$160.00
$180.00
$200.00
$100.00
$80.00
$40.00
$60.00
12/31/2019
12/31/2021
12/31/2024
12/31/2022
12/31/2023
12/31/2020
RLJ Lodging Trust
S&P 500 Index
Dow Jones US REIT Hotels Index
Name
Initial
Investment at
December 31,
2019
Value of
Initial
Investment at
December 31,
2020
Value of
Initial
Investment at
December 31,
2021
Value of
Initial
Investment at
December 31,
2022
Value of
Initial
Investment at
December 31,
2023
Value of
Initial
Investment at
December 31,
2024
RLJ Lodging Trust . . . .
$100.00
$ 80.19
$ 79.15
$ 60.86
$ 69.69
$ 63.80
S&P 500 Index
. . . . . . .
$100.00
$118.40
$152.39
$124.79
$157.59
$197.02
Dow Jones US REIT
Hotels Index . . . . . . .
$100.00
$ 74.09
$ 85.25
$ 72.15
$ 89.79
$ 85.80
This performance graph shall not be deemed to be “filed” for the purposes of Section 18 of the
Exchange Act, or incorporated by reference into any filing by us under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
32

Shareholder Information
At February 19, 2025, we had 170 holders of record of our common shares. However, because many of
our common shares are held by brokers and other institutions on behalf of shareholders, we believe there
are substantially more beneficial holders of our common shares than holders of record. At February 19, 2025,
there were 12 holders (other than our company) of our OP units. Our OP units are redeemable for cash or,
at our election, for our common shares.
In order to comply with certain requirements related to our qualification as a REIT, our declaration of
trust provides that, subject to certain exceptions, no person or entity (other than a person or entity who has
been granted an exception) may directly or indirectly, beneficially or constructively, own more than 9.8%
of the aggregate of our outstanding common shares, by value or by number of shares, whichever is more
restrictive, or 9.8% of the aggregate of the outstanding preferred shares of any class or series, by value or by
number of shares, whichever is more restrictive.
Distribution Information
We intend, over time, to make quarterly distributions to our common shareholders. In order to qualify
and maintain our qualification for taxation as a REIT, we intend to make annual distributions to our
shareholders of at least 90% of our REIT taxable income, determined without regard to the deduction for
dividends paid and excluding any net capital gain.
The credit agreements governing our $600.0 million unsecured revolving credit facility (the “Revolver”)
and our unsecured term loans (the “Term Loans”) limit our ability to pay dividends under certain
circumstances. If an event of default exists, we may only pay cash dividends in an aggregate amount with
respect to any fiscal year not to exceed the greater of (a) the minimum amount required for us to maintain our
status as a REIT under Sections 856 through 860 of the Code, or (b) the amount necessary to avoid
income or excise tax under the Code. However, if the event of default is a payment default or bankruptcy
related, we may not make any cash dividend payments. So long as no event of default exists, the credit
agreements do not restrict our ability to pay cash dividends.
The terms of our outstanding preferred stock prohibit us from paying dividends on our common
shares unless all accrued preferred dividends then payable have been paid.
Any future distributions will be at the sole discretion of our board of trustees, and their form, timing
and amount, if any, will depend upon a number of factors, including our actual and projected financial
condition, liquidity, EBITDA, FFO and results of operations, the revenue we actually receive from our
properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and
other limitations under our financing arrangements, as described above, our REIT taxable income, the
annual REIT distribution requirements, applicable law and such other factors as our board of trustees deems
relevant. To the extent that our cash available for distribution is less than 90% of our REIT taxable
income, we may consider various means to cover any such shortfall, including borrowing under the Revolver
or other loans, selling certain of our assets, or using a portion of the net proceeds we receive from offerings
of equity, equity-related or debt securities or declaring taxable share dividends.
Unregistered Sales of Equity Securities
The Company did not sell any securities during the fiscal year ended December 31, 2024 that were not
registered under the Securities Act.
33

Issuer Purchases of Equity Securities
The following table summarizes all of the share repurchases during the quarter ended December 31,
2024:
Period
Total number
of shares
purchased
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(1)
October 1, 2024 through October 31, 2024
. .
327,697
$9.16
327,697
25,904,232
November 1, 2024 through November 30,
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
$ —
—
22,453,717
December 1, 2024 through December 31,
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
$ —
—
22,453,717
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
327,697
327,697
(1)
A share repurchase program to acquire up to an aggregate of $250.0 million of common and preferred
shares was approved in April 2024 and is set to expire on May 8, 2025 (the “2024 Share Repurchase
Program”). The maximum number of shares that may yet be repurchased under the 2024 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 6.
Reserved
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our accompanying
consolidated financial statements, the related notes included thereto, and Item 1A., “Risk Factors”, all of
which appear elsewhere in this Annual Report on Form 10-K.
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. Our hotels are concentrated in markets that we believe exhibit multiple demand generators and
attractive long-term growth prospects. We believe premium-branded, focused-service and compact full-
service hotels with these characteristics generate high levels of RevPAR, strong operating margins and
attractive returns. 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.
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
34

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.
Key Indicators of Operating 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
accounting principles generally accepted in the United States of America (“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 represents the total hotel room revenues divided by the total number of
rooms sold in a given period. ADR measures the average room price attained by a hotel and ADR
trends provide useful information concerning the pricing environment and the nature of the
customer base at a hotel or group of hotels. We use ADR to assess the pricing levels that we are able
to generate, as changes in rates have a greater impact on operating margins and profitability than
changes in Occupancy.
• Occupancy — Occupancy represents the total number of hotel rooms sold in a given period divided
by the total number of rooms available. Occupancy measures the utilization of our hotels’ available
capacity. We use Occupancy to measure demand at a specific hotel or group of hotels in a given
period. Additionally, Occupancy levels help us determine the achievable ADR levels.
• Revenue Per Available Room — RevPAR is the product of ADR and Occupancy. RevPAR does not
include non-room revenues, such as food and beverage revenue or other revenue. We use RevPAR to
identify trend information with respect to room revenues from comparable hotel properties and to
evaluate hotel performance on a regional basis.
RevPAR changes that are primarily driven by changes in Occupancy have different implications for
overall revenues and profitability than the changes that are driven primarily by changes in ADR. For
example, an increase in Occupancy at a hotel would lead to additional variable operating costs (including
housekeeping services, utilities and room supplies) and could also result in an increase in other revenue and
other operating expense. Changes in ADR typically have a greater impact on operating margins and
profitability as they only have a limited effect on variable operating costs.
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. Room revenue comprised
approximately 81.9% of our total revenues for the year ended December 31, 2024, and it is dictated by
demand (as measured by Occupancy), pricing (as measured by ADR) and our available supply of hotel rooms.
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. 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 Annual Report on Form 10-K.
Principal Factors Affecting Our Results of Operations
The principal factors affecting our operating results include the overall demand for lodging compared
to the supply of available hotel rooms and other lodging options, and the ability of our independent managers
to increase or maintain revenues while controlling expenses.
35

• Demand — The demand for lodging, especially business travel, generally fluctuates with the overall
economy. Historically, periods of declining demand are followed by extended periods of relatively
strong demand, which typically occurs during the growth phase of the lodging cycle.
• Supply — The development of new hotels is driven largely by construction costs, the availability of
financing, the expected performance of existing hotels and other lodging options.
We expect that our ADR, Occupancy and RevPAR performance will be impacted by macroeconomic
factors such as regional and local employment growth, government spending, personal income and corporate
earnings, office vacancy rates, business relocation decisions, airport activity, business and leisure travel
demand, new hotel construction and the pricing strategies of our competitors. In addition, our ADR,
Occupancy and RevPAR performance are dependent on the continued success of the Marriott, Hilton and
Hyatt hotel brands.
• Revenues — Substantially all of our revenues are derived from the operation of hotels. Specifically,
our revenues are comprised of:
• Room revenue — Occupancy and ADR are the major drivers of room revenue. Room revenue
accounts for the majority of our total revenues.
• Food and beverage revenue — Occupancy, the nature of the hotel property and the type of
customer staying at the hotel are the major drivers of food and beverage revenue (i.e., group
business typically generates more food and beverage revenue through catering functions as
compared to transient business, which may or may not utilize the hotel’s food and beverage
outlets).
• Other revenue — Occupancy and the nature of the hotel property are the main drivers of other
ancillary revenue, such as parking fees, resort fees, gift shop sales and other guest service fees.
Some hotels, due to the limited focus of the services offered and size or space limitations at the
hotel, may not have the type of facilities that generate other revenue.
• Property Operating Expenses — The components of our property operating expenses are as follows:
• Room expense — These expenses include housekeeping and front office wages and payroll taxes,
reservation systems, room supplies, laundry services and other room-related costs. Like room
revenue, Occupancy is the major driver of room expense. These costs can increase based on an
increase in salaries and wages, as well as the level of service and amenities that are provided at the
hotel property.
• Food and beverage expense — These expenses primarily include food, beverage and labor costs.
Occupancy and the type of customer staying at the hotel (i.e., catered functions are generally more
profitable than restaurant, bar, and other food and beverage outlets that are located on the
hotel property) are the major drivers of food and beverage expense, which correlates closely with
food and beverage revenue.
• Management and franchise fee expense — A base management fee is computed as a percentage
of gross hotel revenues. An incentive management fee is typically paid when the hotel’s operating
income exceeds certain thresholds, and it is generally calculated as a percentage of hotel
operating income after we have received a priority return on our investment in the hotel. A
franchise fee is computed as a percentage of room revenue, plus an additional percentage of room
revenue for marketing, central reservation systems and other franchisor costs. Certain hotels
will also pay an additional franchise fee which is computed as a percentage of food and beverage
revenue. For a more in depth discussion of the management and franchise fees, please refer to
the “Our Hotel Properties — Management Agreements”and “Our Hotel Properties — Franchise
Agreements” sections.
• Other operating expenses — These expenses include labor and other costs associated with the
sources of our other revenue, as well as the labor and other costs associated with the administrative
departments, sales and marketing, repairs and maintenance, and utility costs at the hotel
properties.
36

Most categories of variable operating expenses, including labor costs, fluctuate with changes in
Occupancy. Increases in Occupancy are accompanied by increases in most categories of variable operating
expenses, while increases in ADR typically only result in increases in certain categories of operating costs and
expenses, such as management fees, franchise fees, travel agency commissions, and credit card processing
fees, all of which are based on hotel revenues. Therefore, changes in ADR have a more significant impact on
operating margins than changes in Occupancy.
Inflation
We rely on the performance of our hotel properties to increase revenues to keep pace with inflation.
Generally, our hotel management companies possess the ability to adjust room rates daily, except for group
or corporate rates contractually committed to in advance, although competitive pressures may limit the ability
of our operators to raise rates faster than the rate of inflation or even at the same rate. High inflation may
also have an adverse effect on our operating expenses, including, but not limited to, labor, supplies, repairs and
maintenance, as these costs could increase at a faster rate than any increase in our revenues. Inflation
could also have an adverse effect on consumer spending, which could impact Occupancy levels at our hotel
properties and, in turn, our own results of operations.
2024 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.
During the year ended December 31, 2024, the following significant activities took place:
• Acquired a fee simple interest in the land at our Wyndham Boston Beacon Hill hotel property for
approximately $125.0 million.
• Exercised one-year extension options on $181.0 million in mortgage loans to extend the maturities to
April 2025.
• Fully repaid a $200.0 million maturing mortgage loan with a $200.0 million draw on our Revolver.
• Approved the 2024 Share Repurchase Program to acquire up to an aggregate of $250.0 million of
common and preferred shares from May 9, 2024 to May 8, 2025.
• Sold two hotel properties for a combined sales price of approximately $20.8 million.
• Acquired the 110-room Hotel Teatro in Denver, Colorado for $35.5 million.
• Entered into a new $500.0 million Term Loan, the proceeds of which were used to repay our
$400.0 million Term Loan maturing in 2025 and $100.0 million of borrowings under our Revolver.
• Repurchased and retired approximately 2.3 million common shares for approximately $22.0 million.
Results of Operations
At December 31, 2024 and 2023, we owned 96 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 years ended December 31, 2024 and 2023. The non-comparable properties include two hotel properties
that were sold and one hotel property that was acquired in 2024.
For similar operating and financial data and discussion of our results for the year ended December 31,
2023 compared to our results for the year ended December 31, 2022, refer to Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual
report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27,
2024 and is incorporated herein by reference.
37

Comparison of the year ended December 31, 2024 to the year ended December 31, 2023
For the year ended December 31,
2024
2023
$ Change
(amounts in thousands)
Revenues
Operating revenues
Room revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,121,586
$1,095,028
$ 26,558
Food and beverage revenue . . . . . . . . . . . . . . . . . . . . . . . . .
153,108
141,625
11,483
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94,746
88,924
5,822
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,369,440
1,325,577
43,863
Expenses
Operating expenses
Room expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
288,567
277,058
11,509
Food and beverage expense . . . . . . . . . . . . . . . . . . . . . . . . .
117,766
109,707
8,059
Management and franchise fee expense . . . . . . . . . . . . . . . . .
107,978
107,417
561
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
363,631
340,485
23,146
Total property operating expenses . . . . . . . . . . . . . . . . . . .
877,942
834,667
43,275
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .
179,431
179,103
328
Property tax, insurance and other . . . . . . . . . . . . . . . . . . . . . .
107,043
100,229
6,814
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,804
58,998
(4,194)
Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320
223
97
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
1,219,540
1,173,220
46,320
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,342
4,364
978
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,314
19,743
(2,429)
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(111,358)
(98,807)
(12,551)
Gain (loss) on sale of hotel properties, net . . . . . . . . . . . . . . . .
8,262
(34)
8,296
Loss on extinguishment of indebtedness, net . . . . . . . . . . . . . . .
(129)
(169)
40
Income before equity in income from unconsolidated joint
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69,331
77,454
(8,123)
Equity in income from unconsolidated joint ventures . . . . . . . . . .
459
419
40
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . .
69,790
77,873
(8,083)
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,599)
(1,256)
(343)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,191
76,617
(8,426)
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interest in consolidated joint ventures . . . . . . . .
45
35
10
Noncontrolling interest in the Operating Partnership . . . . . . . . .
(215)
(247)
32
Net income attributable to RLJ . . . . . . . . . . . . . . . . . . . . . . . . .
68,021
76,405
(8,384)
Preferred dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(25,115)
(25,115)
—
Net income attributable to common shareholders . . . . . . . . . . . . .
$
42,906
$
51,290
$ (8,384)
Revenues
Total revenues increased $43.9 million to $1.4 billion for the year ended December 31, 2024, from
$1.3 billion for the year ended December 31, 2023. The increase was a result of a $26.6 million increase in
room revenue, an $11.5 million increase in food and beverage revenue, and a $5.8 million increase in other
revenue.
38

Room Revenue
Room revenue increased $26.6 million to $1.1 billion for the year ended December 31, 2024, from
$1.1 billion for the year ended December 31, 2023. The increase was the result of a $25.6 million increase in
room revenue attributable to the comparable properties and was primarily due to an increase in corporate
and group travel.
The following are the key hotel operating statistics for the comparable properties:
For the year ended December 31,
2024
2023
Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72.6%
71.8%
ADR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$199.22
$197.48
RevPAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$144.66
$141.83
Food and Beverage Revenue
Food and beverage revenue increased $11.5 million to $153.1 million for the year ended December 31,
2024, from $141.6 million for the year ended December 31, 2023. The increase in food and beverage revenue
was primarily due to increases in outlet revenue and banquet and catering revenue.
Other Revenue
Other revenue, which includes revenue derived from ancillary sources such as parking fees, resort fees,
gift shop sales and other guest service fees, increased $5.8 million to $94.7 million for the year ended
December 31, 2024, from $88.9 million for the year ended December 31, 2023. The increase in other revenue
was primarily due to an increase in parking and resort fees.
Property Operating Expenses
Property operating expenses increased $43.3 million to $877.9 million for the year ended December 31,
2024, from $834.7 million for the year ended December 31, 2023. The increase was due to a $41.0 million
increase in property operating expenses attributable to the comparable properties and a $2.3 million increase
in property operating expenses attributable to the non-comparable properties.
The components of our property operating expenses for the comparable properties were as follows (in
thousands):
For the year ended December 31,
2024
2023
$ Change
Room expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$286,586
$275,308
$11,278
Food and beverage expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116,840
109,707
7,133
Management and franchise fee expense
. . . . . . . . . . . . . . . . . . . .
107,332
106,585
747
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
360,250
338,420
21,830
Total property operating expenses . . . . . . . . . . . . . . . . . . . . . . . .
$871,008
$830,020
$40,988
The increase in property operating expenses attributable to the comparable properties was primarily
due to increases in wages and benefits, as well as increases in room and food and beverage expenses, and
increases in other operating expenses, primarily due to increases in sales and marketing, utilities, and
administrative expenses.
Property Tax, Insurance and Other
Property tax, insurance and other expense increased $6.8 million to $107.0 million for the year ended
December 31, 2024, from $100.2 million for the year ended December 31, 2023. The increase was primarily
attributable to increases in property tax assessments and property insurance premiums.
39

General and Administrative
General and administrative expense decreased $4.2 million to $54.8 million for the year ended
December 31, 2024, from $59.0 million for the year ended December 31, 2023. The decrease was primarily
attributable to a decrease in non-cash compensation expense related to certain share-based awards granted
during 2021 that became fully vested during the second quarter of 2024.
Other Income, net
Other income, net increased $1.0 million to $5.3 million for the year ended December 31, 2024, from
$4.4 million for the year ended December 31, 2023. The increase was primarily attributable to an increase in
COVID-19 relief awards during the year ended December 31, 2024.
Interest Income
Interest income decreased $2.4 million to $17.3 million for the year ended December 31, 2024, from
$19.7 million for the year ended December 31, 2023. The decrease was attributable to lower average cash
balances, partially offset by higher interest rates.
Interest Expense
Interest expense increased $12.6 million to $111.4 million for the year ended December 31, 2024, from
$98.8 million for the year ended December 31, 2023. The increase was attributable to higher base interest
rates on our unhedged variable rate debt combined with an increase in the amount of our debt that was
unhedged. The components of our interest expense for the years ended December 31, 2024 and 2023 were as
follows (in thousands):
For the year ended December 31,
2024
2023
$ Change
Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 38,764
$38,764
$
—
Revolver and Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50,928
31,000
19,928
Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,451
21,014
(7,563)
Amortization of deferred financing costs . . . . . . . . . . . . . . . . . . .
6,623
6,100
523
Non-cash interest expense related to interest rate hedges . . . . . . . . .
1,592
1,929
(337)
Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$111,358
$98,807
$12,551
Gain (Loss) on Sale of Hotel Properties, net
During the year ended December 31, 2024, we sold two hotel properties for a combined sales price of
approximately $20.8 million and recorded a net gain on the sales of approximately $8.3 million. There were
no hotels sold during the year ended December 31, 2023.
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 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 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
40

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, amortization of
share-based compensation, non-cash income tax expense or benefit, 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.
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 years ended December 31, 2024 and 2023 (in thousands):
For the year ended December 31,
2024
2023
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 68,191
$ 76,617
Preferred dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(25,115)
(25,115)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179,431
179,103
(Gain) loss on sale of hotel properties, net . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,262)
34
Noncontrolling interest in consolidated joint ventures . . . . . . . . . . . . . . . . . .
45
35
Adjustments related to consolidated joint venture(1) . . . . . . . . . . . . . . . . . . .
(187)
(175)
Adjustments related to unconsolidated joint venture(2) . . . . . . . . . . . . . . . . .
912
941
FFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
215,015
231,440
Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320
223
Pre-opening costs(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,335
1,351
Loss on extinguishment of indebtedness, net . . . . . . . . . . . . . . . . . . . . . . . .
129
169
Amortization of share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . .
20,804
24,285
Non-cash income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
(5)
Non-cash interest expense related to discontinued interest rate hedges . . . . . . .
1,592
1,929
Other expenses(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,641
996
Adjusted FFO
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$241,846
$260,388
(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.
41

(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) provision for income taxes,
including income taxes applicable to sales of assets; 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 benefit or 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.
The following table is a reconciliation of our GAAP net income to EBITDA, EBITDAre and Adjusted
EBITDA for the years ended December 31, 2024 and 2023 (in thousands):
For the year ended December 31,
2024
2023
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 68,191
$ 76,617
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179,431
179,103
Interest expense, net of interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94,044
79,064
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,599
1,256
Adjustments related to unconsolidated joint venture(1) . . . . . . . . . . . . . . . . .
1,390
1,374
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
344,655
337,414
(Gain) loss on sale of hotel properties, net . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,262)
34
EBITDAre . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336,393
337,448
Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320
223
Pre-opening costs(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,335
1,351
Loss on extinguishment of indebtedness, net . . . . . . . . . . . . . . . . . . . . . . . .
129
169
Amortization of share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . .
20,804
24,285
Other expenses(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,641
996
Adjusted EBITDA
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$361,622
$364,472
(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.
42

Liquidity and Capital Resources
As of December 31, 2024, we had $433.3 million of cash, cash equivalents, and restricted cash reserves
as compared to $555.3 million at December 31, 2023. In addition, we had $500.0 million available on our
Revolver at December 31, 2024.
Our principal uses of capital for the year ended December 31, 2024 were our acquisition of a fee simple
interest in our Wyndham Boston Beacon Hill hotel property, the purchase of a hotel property, capital
improvements and additions to hotel properties, repayment of a portion of our Revolver, repayments of a
Term Loan and a mortgage loan, the repurchase of common shares under our share repurchase programs,
and distributions on common and preferred shares. Our principal sources of capital for the year ended
December 31, 2024 were cash generated from operations, the sales of two hotel properties, and borrowings
under our Revolver and on a new Term Loan.
Material Cash Requirements
Our expected material cash requirements for the twelve months ending 2025 and thereafter are
comprised of (i) contractually obligated expenditures; and (ii) other essential cash requirements as follows:
Contractually Obligated Expenditures
We are party to various contractual obligations involving commitments to make payments to third
parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Our
material short and long-term cash commitments primarily consist of debt obligations and ground lease
payments related to certain of our hotel properties.
As of December 31, 2024, we had approximately $2.2 billion in debt outstanding with a weighted
average interest rate of 4.58%, of which $181.0 million is scheduled to become due in the succeeding
12 months, excluding extension options. As of December 31, 2024, our total future minimum lease payments
were $580.1 million, of which $9.7 million is scheduled to become due in the succeeding 12 months. For
details regarding our indebtedness and lease obligations, refer to Note 7, Debt, and Note 10, Commitments
and Contingencies, to the consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.
Other Essential Cash Requirements
Our other short-term cash requirements consist primarily of the funds necessary to pay for operating
expenses and other expenditures directly associated with our hotel properties, including:
• recurring maintenance and capital expenditures necessary to maintain our hotel properties in
accordance with brand standards and capital expenditures required for hotel brand conversions;
• distributions, including those necessary to qualify for taxation as a REIT; and
• corporate and other general and administrative expenses.
We expect to meet our short-term cash requirements generally through the net cash provided by
operations, existing cash balances, short-term borrowings under our Revolver, proceeds from the sale of
hotel properties, proceeds from financings, and proceeds from public offerings of common shares.
Our other long-term cash requirements consist primarily of the funds necessary to pay for costs of
acquiring additional hotel properties, renovations and other capital expenditures that need to be made
periodically with respect to our hotel properties, and any other value enhancing projects.
Sources and Uses of Cash
Cash flows from Operating Activities
The net cash flow provided by operating activities totaled $285.4 million and $315.1 million for
the years ended December 31, 2024 and 2023, respectively. The cash flows provided by operating activities
43

generally consist of the net cash generated by our hotel operations, 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 years ended December 31, 2024 and 2023.
Cash flows from Investing Activities
The net cash flow used in investing activities totaled $275.7 million for the year ended December 31,
2024 primarily due to a $122.8 million acquisition of a fee simple interest in our Wyndham Boston Beacon
Hill hotel property, a $35.9 million acquisition of a hotel property, and $136.5 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 $19.5 million in proceeds from the sales of two hotel properties.
The net cash flow used in investing activities totaled $134.7 million for the year ended December 31,
2023 primarily due to $132.3 million in capital improvements and additions to our hotel properties and
other assets and a purchase deposit of $2.4 million.
Cash flows from Financing Activities
The net cash flow used in financing activities totaled $131.7 million for the year ended December 31,
2024. The sources of cash included $500.0 million in borrowings on a Term Loan and $200.0 million in
borrowings on our Revolver. The uses of cash included $400.0 million in repayment of a Term Loan,
$200.0 million in repayment of a maturing mortgage loan, $100.0 million in repayment of our Revolver,
$22.0 million paid to repurchase common shares under our share repurchase programs, $95.3 million in
distributions to shareholders and unitholders, $9.0 million paid to repurchase common shares to satisfy
employee tax withholding requirements, and $5.4 million in deferred financing cost payments.
The net cash flow used in financing activities totaled $161.5 million for the year ended December 31,
2023 primarily due to $76.0 million paid to repurchase common shares under our share repurchase programs,
$74.5 million in distributions to shareholders and unitholders, $4.4 million paid to repurchase common
shares to satisfy employee tax withholding requirements, and $7.9 million in deferred financing cost payments.
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 December 31, 2024, approximately $23.5 million was
held in FF&E reserve accounts for future capital expenditures.
44

Critical Accounting 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. We consider
our accounting policies over impairment and purchase price allocation to be our critical accounting estimates.
See Note 2 to our consolidated financial statements for further descriptions of such accounting policies.
We have set forth below the accounting policies that we believe require material subjective or complex
judgments and have the most significant impact on our financial condition and results of operations. 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.
Impairment
We assess the carrying value of our investments in hotel properties whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable. Hotel property recoverability is
measured by comparing the carrying amount to the projected undiscounted future cash flows expected to be
generated from the operation and the eventual disposition of the hotel properties over the estimated hold
period, which take into account current market conditions and our intent with respect to holding or disposing
of the hotel properties. If our analysis indicates that the carrying value is not recoverable on a projected
undiscounted cash flow basis, we will recognize an impairment loss for the amount by which the carrying
value exceeds the fair value. The determination of fair value is subjective and is based in part on assumptions
and estimates that could differ materially from actual results in future periods. The fair value is determined
through various valuation techniques, including internally developed discounted cash flow models, comparable
market transactions, third-party appraisals, the net sales proceeds from pending offers, or the net sales
proceeds from transactions that closed subsequent to the end of the reporting period. The use of projected
future cash flows is based on assumptions that are consistent with a market participant’s future expectations
for the travel industry and the economy in general, including discount rates, sales proceeds in the reversion
year, average daily rates, Occupancy rates, operating expenses and capital expenditures, and our intent with
respect to holding or disposing of the underlying hotel properties. Fair value may also be based on
assumptions including, but not limited to, room revenue multiples and comparable sales adjusted for capital
expenditures, if necessary.
Purchase Price Allocation
Our acquisitions generally consist of land, land improvements, buildings, building improvements,
furniture, fixtures and equipment, inventory, and assumed debt. We allocate the purchase price among the
assets acquired and the liabilities assumed based on their respective fair values at the date of acquisition. We
estimate the fair values of the assets acquired and the liabilities assumed by using a combination of the
market, cost and income approaches. We determine the fair value by using market data and independent
appraisals available to us and making numerous estimates and assumptions, such as estimates of future
income growth, replacement cost per unit, value per acre or buildable square foot, capitalization rates, discount
rates, borrowing rates, market rental rates, capital expenditures and cash flow projections at the respective
hotel properties. The determination of fair value is subjective and is based in part on assumptions and
estimates that could differ materially from actual results in future periods.
Item 7A. 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 December 31, 2024, 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
5.15% per annum.
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
45

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.
After taking into consideration the effect of interest rate swaps, 69.5% of our total indebtedness was fixed
or effectively fixed. As of December 31, 2024, 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 $6.8 million annually, taking into account our existing contractual
hedging arrangements.
The following table provides information about our financial instruments that are sensitive to changes
in interest rates. For debt obligations outstanding as of December 31, 2024, the following table presents the
principal repayments and related weighted-average interest rates by contractual maturity dates, excluding
extension options (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) . . . . .
$181,000
$425,000
$600,000
$
—
$
—
$
—
$1,206,000
Weighted-average
interest rate(3) . . . . . .
4.70%
5.66%
4.92%
—%
—%
—%
5.15%
Total . . . . . . . . . . . . . . .
$181,000
$925,000
$600,000
$
—
$525,000
$
—
$2,231,000
(1)
Excludes $6.0 million, $6.3 million and $0.1 million of net deferred financing costs on the senior notes,
Term Loans and mortgage loans, respectively.
(2)
Excludes a $1.5 million 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 December 31, 2024, the estimated
fair value of our fixed rate debt was $962.2 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 $26.8 million.
Item 8.
Financial Statements and Supplementary Data
Refer to the Index to Financial Statements on page F-1.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, under the supervision and with the participation of the Company’s
Chief Executive Officer and the Chief 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) under the Exchange Act), as
required by paragraph (b) of Rules 13a-15 and 15d-15 of the Exchange Act. Based on this evaluation, the
Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of December 31,
46

2024, the Company’s disclosure controls and procedures were effective to ensure that the information we are
required to disclose in reports filed or submitted with the Securities and Exchange Commission (i) is
recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). The Company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of its internal control over financial reporting
as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated
Framework (2013). Based on this assessment, management has concluded that, as of December 31, 2024,
our internal control over financial reporting is effective based on those criteria.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024
has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report which appears on page F-2 of this Annual Report on Form 10-K.
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 December 31, 2024 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other information
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, 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.”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
47

PART III
Item 10. Directors, Executive Officers and Corporate Governance
We have adopted insider trading policies and procedures governing the purchase, sale, and/or other
dispositions of our securities by trustees, officers, and employees that are reasonably designed to promote
compliance with insider trading laws, rules and regulations and any applicable listing standards. In addition,
it is our policy to comply with applicable securities and state laws, including insider trading laws, when
engaging in transactions of our securities. A copy of our insider trading policy is filed as Exhibit 19.1 to
this Annual Report on Form 10-K.
The other information called for by this Item is contained in our definitive Proxy Statement for our
2025 Annual Meeting of Shareholders, and is incorporated herein by reference.
Item 11. Executive Compensation
The information called for by this Item is contained in our definitive Proxy Statement for our 2025
Annual Meeting of Shareholders, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The information called for by this Item is contained in our definitive Proxy Statement for our 2025
Annual Meeting of Shareholders, or in Item 5 of this Annual Report on Form 10-K for the year ended
December 31, 2024, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information called for by this Item is contained in our definitive Proxy Statement for our 2025
Annual Meeting of Shareholders, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information called for by this Item is contained in our definitive Proxy Statement for our 2025
Annual Meeting of Shareholders, and is incorporated herein by reference.
48

PART IV
Item 15. Exhibits and Financial Statement Schedules
The following is a list of documents filed as a part of this report:
(1)
Financial Statements — Refer to the Index to Financial Statements on page F-1
(2)
Financial Statement Schedules — The following financial statement schedule is included herein on
pages F-40 through F-44:
Schedule III — Real Estate and Accumulated Depreciation for RLJ Lodging Trust
All other schedules for which a provision is made in Regulation S-X are either not required to be
included herein under the related instructions, are inapplicable, or the related information is included
in the footnotes to the applicable financial statement and, therefore, have been omitted.
(3)
Exhibits — The exhibits required to be filed by Item 601 of Regulation S-K are noted below:
49

Exhibit Index
Exhibit
Number
Description of Exhibit
3.1
Articles of Amendment and Restatement of Declaration of Trust of RLJ Lodging Trust
(incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registrant’s Registration
Statement on Form S-11 (File No. 333-172011) filed on May 5, 2011)
3.2
Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of
RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report
on Form 8-K filed on May 7, 2015)
3.3
Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of
RLJ Lodging Trust (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report
on Form 8-K filed on May 5, 2016)
3.4
Articles Supplementary to Articles of Amendment and Restatement of Declaration of Trust
(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed
on February 26, 2015)
3.5
Articles Supplementary designating RLJ Lodging Trust’s $1.95 Series A Cumulative Convertible
Preferred Shares, par value $0.01 per share (incorporated by reference to Exhibit 3.5 to the
Registrant’s Form 8-A filed on August 30, 2017)
3.6
Third Amended and Restated Bylaws of RLJ Lodging Trust (incorporated by reference to
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 5, 2016)
4.1
Form of Specimen Common Share Certificate (incorporated by reference to Exhibit 4.1 to the
Registrant’s Registration Statement on Form S-11/A (File. No. 333-172011) filed on April 29,
2011)
4.2
Form of stock certificate evidencing the $1.95 Series A Cumulative Convertible Preferred
Shares, par value $0.01 per share (incorporated by reference to Exhibit 4.2 to the Registrant’s
Form 8-A filed on August 30, 2017)
4.3
Registration Rights Agreement, dated May 16, 2011, by and among RLJ Lodging Trust and the
persons listed on Schedule I thereto (incorporated by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K filed on May 19, 2011)
4.4
Registration Rights Agreement, dated May 16, 2011, by and among RLJ Lodging Trust and the
persons listed on Schedule I thereto (incorporated by reference to Exhibit 10.3 to the
Registrant’s Current Report on Form 8-K filed on May 19, 2011)
4.5
Indenture, dated as of June 17, 2021, among RLJ Lodging Trust, RLJ Lodging Trust, L.P., the
subsidiary guarantors party thereto and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed
on June 17, 2021)
4.6
Indenture, dated as of September 13, 2021, among RLJ Lodging Trust, RLJ Lodging Trust,
L.P., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed
on September 16, 2021)
4.7
Description of Registered Securities
10.1
Amended and Restated Agreement of Limited Partnership, dated May 13, 2011 (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 19,
2011)
10.2
Amendment No. 1 to Amended and Restated Agreement of Limited Partnership, dated
August 31, 2017 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report
on Form 8-K filed on September 1, 2017)
50

Exhibit
Number
Description of Exhibit
10.3*
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Evan Bayh
(incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed
on May 19, 2011)
10.4*
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Nathaniel
Davis (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on
Form 8-K filed on May 19, 2011)
10.5*
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Leslie D.
Hale (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K
filed on May 19, 2011)
10.6*
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Robert L.
Johnson (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on
Form 8-K filed on May 19, 2011)
10.7*
Indemnification Agreement, dated May 16, 2011, between RLJ Lodging Trust and Robert M.
La Forgia (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on
Form 8-K filed on May 19, 2011)
10.8
RLJ Lodging Trust 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the
Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2021)
10.9*
Form of Restricted Share Agreement (incorporated by reference to Exhibit 10.4 to the
Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2021)
10.10*
Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.5 to the
Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2021)
10.11*
Amended and Restated Employment Agreement, dated as of February 18, 2025, by and among
RLJ Lodging Trust, RLJ Lodging Trust, L.P. and Robert L. Johnson (incorporated by reference
to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 19, 2025)
10.12*
Employment Agreement, dated as of March 29, 2023, by and among RLJ Lodging Trust, RLJ
Lodging Trust, L.P. and Leslie D. Hale (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on April 4, 2023)
10.13*
Second Amended and Restated Employment Agreement, dated as of November 1, 2024, by and
among RLJ Lodging Trust, RLJ Lodging Trust, L.P. and Sean M. Mahoney (incorporated by
reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on
November 7, 2024)
10.14*
Second Amended and Restated Employment Agreement, dated as of December 20, 2024, by
and among RLJ Lodging Trust, RLJ Lodging Trust, L.P. and Thomas Bardenett (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
December 23, 2024)
10.15*
Employment Agreement, dated as of April 27, 2023, by and among RLJ Lodging Trust, RLJ
Lodging Trust, L.P. and Chad Perry (incorporated by reference to Exhibit 10.15 to the
Registrant’s Annual Report on Form 10-K filed on February 27, 2024)
10.16†
Fifth Amended and Restated Credit Agreement, dated as of September 24, 2024, by and among
RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank National Association, as
Administrative Agent and a lender, and the other agents and lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on
September 30, 2024)
10.17
Fifth Amended and Restated Guaranty, dated as of September 24, 2024, by and among RLJ
Lodging Trust, certain subsidiaries of RLJ Lodging Trust party thereto and Wells Fargo Bank
National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K filed on September 30, 2024)
51

Exhibit
Number
Description of Exhibit
19.1**
RLJ Lodging Trust Second Amended and Restated Policy on Inside Information and Insider
Trading
21.1**
List of subsidiaries of RLJ Lodging Trust
23.1**
Consent of PricewaterhouseCoopers LLP
31.1**
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2**
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
RLJ Lodging Trust Amended and Restated Executive Compensation Clawback Policy
(incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed
on February 27, 2024)
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)
*
This exhibit is a management contract or compensatory plan contract or arrangement.
†
RLJ Lodging Trust has omitted certain schedules and exhibits pursuant to Item 601(a) of Regulation S-K
and shall furnish supplementally to the SEC copies of any of the omitted schedules and exhibits upon
request by the SEC.
**
Filed herewith
Item 16. Form 10-K Summary
Not applicable.
52

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto
duly authorized on February 26, 2025.
RLJ LODGING TRUST
By:
/s/ LESLIE D. HALE
Leslie D. Hale
President and Chief Executive Officer and Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ ROBERT L. JOHNSON
Robert L. Johnson
Executive Chairman and Trustee
February 26, 2025
/s/ LESLIE D. HALE
Leslie D. Hale
President and Chief Executive Officer
and Trustee (Principal Executive
Officer)
February 26, 2025
/s/ SEAN M. MAHONEY
Sean M. Mahoney
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)
February 26, 2025
/s/ CHRISTOPHER A. GORMSEN
Christopher A. Gormsen
Senior Vice President and Chief
Accounting Officer (Principal
Accounting Officer)
February 26, 2025
/s/ EVAN BAYH
Evan Bayh
Trustee
February 26, 2025
/s/ ARTHUR R. COLLINS
Arthur R. Collins
Trustee
February 26, 2025
/s/ NATHANIEL A. DAVIS
Nathaniel A. Davis
Trustee
February 26, 2025
/s/ PATRICIA L. GIBSON
Patricia L. Gibson
Trustee
February 26, 2025
/s/ ROBERT M. LA FORGIA
Robert M. La Forgia
Trustee
February 26, 2025
53

Signature
Title
Date
/s/ ROBERT J. MCCARTHY
Robert J. McCarthy
Trustee
February 26, 2025
/s/ ROBIN M. ZEIGLER
Robin M. Zeigler
Trustee
February 26, 2025
54

Item 8.
Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
RLJ Lodging Trust:
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-2
PCAOB ID: 238
Consolidated Financial Statements
Balance Sheets as of December 31, 2024 and 2023
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-4
Statements of Operations and Comprehensive Income for the years ended December 31, 2024,
2023, and 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-5
Statements of Changes in Equity for the years ended December 31, 2024, 2023, and 2022 . . . . . .
F-6
Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 . . . . . . . . . . .
F-9
Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-10
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2024 . . . . . . . . . . . .
F-40
F-1

Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of RLJ Lodging Trust
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of RLJ Lodging Trust and its
subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements
of operations and comprehensive income, of changes in equity and of cash flows for each of the three years
in the period ended December 31, 2024, including the related notes and financial statement schedule listed
in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have
audited the Company’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued
by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal control
over financial reporting, included in Management’s Annual Report on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated
financial statements and on the Company’s internal control over financial reporting based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
F-2

preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit
committee and that (i) relates to accounts or disclosures that are material to the consolidated financial
statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment Assessment of Investment in Hotel Properties
As described in Note 3 to the consolidated financial statements, as of December 31, 2024, investment
in hotel properties totaled $4.25 billion and there were no impairment losses recorded during the year ended
December 31, 2024. As described in Note 2 to the consolidated financial statements, management assesses
the carrying value of its investments in hotel properties whenever events or changes in circumstances indicate
that the carrying amounts may not be recoverable. The recoverability is measured by comparing the
carrying amount to the projected undiscounted future cash flows expected to be generated from the operation
and the eventual disposition of the hotel properties over the estimated hold period, which takes into
account current market conditions and management’s intent with respect to holding or disposing of the
hotel properties. If management’s analysis indicates that the carrying value is not recoverable on a projected
undiscounted cash flow basis, the Company will recognize an impairment loss for the amount by which
the carrying value exceeds the fair value.
The principal considerations for our determination that performing procedures relating to the
impairment assessment of investment in hotel properties is a critical audit matter are (i) the significant
judgment by management to identify events or changes in circumstances indicating that the carrying amounts
may not be recoverable and (ii) a high degree of auditor judgment, subjectivity, and effort in performing
procedures related to management’s identification of events or changes in circumstances indicating that the
carrying amounts may not be recoverable.
Addressing the matter involved performing procedures and evaluating audit evidence in connection
with forming our overall opinion on the consolidated financial statements. These procedures included
testing the effectiveness of controls relating to the impairment assessment of investment in hotel properties,
including controls over management’s identification of events or changes in circumstances indicating that
the carrying amounts may not be recoverable. These procedures also included, among others, (i) testing
management’s process for identifying investment in hotel properties to be evaluated for impairment,
(ii) evaluating events or changes in circumstances that indicate that the carrying amounts may not be
recoverable, including, among others, performance of the hotel properties and indicators of changes in hold
period for hotel properties, (iii) testing the completeness and accuracy of underlying data used in the
evaluation, and (iv) considering whether the information used in the evaluation was consistent with evidence
obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
Washington, District of Columbia
February 26, 2025
We have served as the Company’s auditor since 2001.
F-3

RLJ Lodging Trust
Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
December 31,
2024
2023
Assets
Investment in hotel properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,250,524
$ 4,136,216
Investment in unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . . . . . .
7,457
7,398
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
409,809
516,675
Restricted cash reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,516
38,652
Hotel and other receivables, net of allowance of $169 and $265, respectively . .
25,494
26,163
Lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128,111
136,140
Prepaid expense and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,968
58,051
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,883,879
$ 4,919,295
Liabilities and Equity
Debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,220,081
$ 2,220,778
Accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154,643
147,819
Advance deposits and deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40,242
32,281
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119,102
122,588
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,900
22,539
Distributions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,634
22,500
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,585,602
2,568,505
Commitments and Contingencies (Note 10)
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 December 31, 2024 and
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
366,936
366,936
Common shares of beneficial interest, $0.01 par value, 450,000,000 shares
authorized; 153,295,577 and 155,297,829 shares issued and outstanding at
December 31, 2024 and 2023, respectively . . . . . . . . . . . . . . . . . . . . . . .
1,533
1,553
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,992,487
3,000,894
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . .
13,788
22,662
Distributions in excess of net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,090,186)
(1,055,183)
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,284,558
2,336,862
Noncontrolling interest:
Noncontrolling interest in consolidated joint ventures . . . . . . . . . . . . . . . .
7,589
7,634
Noncontrolling interest in the Operating Partnership . . . . . . . . . . . . . . . . .
6,130
6,294
Total noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,719
13,928
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,298,277
2,350,790
Total liabilities and equity
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,883,879
$ 4,919,295
The accompanying notes are an integral part of these consolidated financial statements.
F-4

RLJ Lodging Trust
Consolidated Statements of Operations and Comprehensive Income
(Amounts in thousands, except share and per share data)
For the year ended December 31,
2024
2023
2022
Revenues
Operating revenues
Room revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,121,586
$
1,095,028
$
1,002,454
Food and beverage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153,108
141,625
117,027
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94,746
88,924
74,181
Total revenues
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,369,440
1,325,577
1,193,662
Expenses
Operating expenses
Room expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
288,567
277,058
253,441
Food and beverage expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117,766
109,707
87,402
Management and franchise fee expense . . . . . . . . . . . . . . . . . . . . . . .
107,978
107,417
95,565
Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
363,631
340,485
308,000
Total property operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
877,942
834,667
744,408
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179,431
179,103
184,875
Property tax, insurance and other
. . . . . . . . . . . . . . . . . . . . . . . . . . .
107,043
100,229
86,996
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,804
58,998
56,330
Transaction costs
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320
223
(345)
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,219,540
1,173,220
1,072,264
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,342
4,364
9,496
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,314
19,743
4,559
Interest expense
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(111,358)
(98,807)
(93,155)
Gain (loss) on sale of hotel properties, net . . . . . . . . . . . . . . . . . . . . . . .
8,262
(34)
1,017
Loss on extinguishment of indebtedness, net
. . . . . . . . . . . . . . . . . . . . .
(129)
(169)
(39)
Income before equity in income from unconsolidated joint ventures . . . . . . . . . .
69,331
77,454
43,276
Equity in income from unconsolidated joint ventures . . . . . . . . . . . . . . . . . .
459
419
457
Income before income tax expense
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
69,790
77,873
43,733
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,599)
(1,256)
(1,518)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,191
76,617
42,215
Net loss (income) attributable to noncontrolling interests:
Noncontrolling interest in consolidated joint ventures . . . . . . . . . . . . . . . .
45
35
(210)
Noncontrolling interest in the Operating Partnership . . . . . . . . . . . . . . . . .
(215)
(247)
(80)
Net income attributable to RLJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68,021
76,405
41,925
Preferred dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(25,115)
(25,115)
(25,115)
Net income attributable to common shareholders . . . . . . . . . . . . . . . . . . . .
$
42,906
$
51,290
$
16,810
Basic per common share data:
Net income per share attributable to common shareholders
. . . . . . . . . . . . . .
$
0.27
$
0.32
$
0.10
Weighted-average number of common shares . . . . . . . . . . . . . . . . . . . . . .
152,856,036
155,928,663
161,947,807
Diluted per common share data:
Net income per share attributable to common shareholders
. . . . . . . . . . . . . .
$
0.27
$
0.32
$
0.10
Weighted-average number of common shares . . . . . . . . . . . . . . . . . . . . . .
153,475,921
156,556,414
162,292,865
Comprehensive income:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
68,191
$
76,617
$
42,215
Unrealized (loss) gain on interest rate derivatives
. . . . . . . . . . . . . . . . . . . .
(8,874)
(17,929)
63,570
Reclassification of unrealized gains on discontinued cash flow hedges to other
income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(5,866)
Comprehensive income
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59,317
58,688
99,919
Comprehensive loss (income) attributable to noncontrolling interests:
Noncontrolling interest in consolidated joint ventures . . . . . . . . . . . . . . . .
45
35
(210)
Noncontrolling interest in the Operating Partnership . . . . . . . . . . . . . . . . .
(215)
(247)
(80)
Comprehensive income attributable to RLJ
. . . . . . . . . . . . . . . . . . . . . . .
$
59,147
$
58,476
$
99,629
The accompanying notes are an integral part of these consolidated financial statements.
F-5

RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
Shareholders’ Equity
Common Stock
Distributions
in Excess
of Net
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling Interest
Total
Equity
Preferred Stock
Par
Value
Additional
Paid-in
Capital
Operating
Partnership
Consolidated
Joint
Ventures
Shares
Amount
Shares
Balance at December 31, 2021 . . . . . . . . . . . . . . 12,879,475 $366,936 166,503,062 $1,665 $3,092,883
$(1,046,739)
$(17,113)
$6,316
$ 9,919
$2,413,867
Net income . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
41,925
—
80
210
42,215
Unrealized gain on interest rate derivatives
. . . . . .
—
—
—
—
—
—
63,570
—
—
63,570
Reclassification of unrealized gains on discontinued
cash flow hedges to other income, net . . . . . . . .
—
—
—
—
—
—
(5,866)
—
—
(5,866)
Issuance of restricted stock . . . . . . . . . . . . . .
—
—
702,993
7
(7)
—
—
—
—
—
Amortization of share-based compensation . . . . . .
—
—
—
—
23,267
—
—
—
—
23,267
Shares acquired to satisfy minimum required federal
and state tax withholding on vesting restricted
stock
. . . . . . . . . . . . . . . . . . . . . . .
—
—
(260,841)
(3)
(3,595)
—
—
—
—
(3,598)
Shares acquired as part of a share repurchase
program . . . . . . . . . . . . . . . . . . . . . .
—
—
(4,907,094)
(49)
(57,590)
—
—
—
—
(57,639)
Forfeiture of restricted stock . . . . . . . . . . . . .
—
—
(34,587)
—
—
—
—
—
—
—
Contributions from consolidated joint venture
partners . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
—
—
—
154
154
Distribution to consolidated joint venture partners
. .
—
—
—
—
—
—
—
—
(2,614)
(2,614)
Distributions on preferred shares . . . . . . . . . . .
—
—
—
—
—
(25,115)
—
—
—
(25,115)
Distributions on common shares and units
. . . . . .
—
—
—
—
—
(19,512)
—
(83)
—
(19,595)
Balance at December 31, 2022 . . . . . . . . . . . . . . 12,879,475 $366,936 162,003,533 $1,620 $3,054,958
$(1,049,441)
$ 40,591
$6,313
$ 7,669
$2,428,646
The accompanying notes are an integral part of these consolidated financial statements.
F-6

RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
Shareholders’ Equity
Common Stock
Distributions
in Excess
of Net
Earnings
Accumulated
Other
Comprehensive
Income
Noncontrolling Interest
Total
Equity
Preferred Stock
Par
Value
Additional
Paid-in
Capital
Operating
Partnership
Consolidated
Joint
Ventures
Shares
Amount
Shares
Balance at December 31, 2022 . . . . . . . . . . . . . . 12,879,475 $366,936 162,003,533 $1,620 $3,054,958
$(1,049,441)
$ 40,591
$6,313
$7,669
$2,428,646
Net income (loss) . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
76,405
—
247
(35)
76,617
Unrealized loss on interest rate derivatives . . . . . . .
—
—
—
—
—
—
(17,929)
—
—
(17,929)
Issuance of restricted stock . . . . . . . . . . . . . .
—
—
1,190,961
12
(12)
—
—
—
—
—
Amortization of share-based compensation . . . . . .
—
—
—
—
26,243
—
—
—
—
26,243
Shares acquired to satisfy minimum required federal
and state tax withholding on vesting restricted
stock
. . . . . . . . . . . . . . . . . . . . . . .
—
—
(407,205)
(4)
(4,394)
—
—
—
—
(4,398)
Shares acquired as part of a share repurchase
program . . . . . . . . . . . . . . . . . . . . . .
—
—
(7,463,632)
(75)
(75,901)
—
—
—
—
(75,976)
Forfeiture of restricted stock . . . . . . . . . . . . .
—
—
(25,828)
—
—
—
—
—
—
—
Distributions on preferred shares . . . . . . . . . . .
—
—
—
—
—
(25,115)
—
—
—
(25,115)
Distributions on common shares and units
. . . . . .
—
—
—
—
—
(57,032)
—
(266)
—
(57,298)
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
The accompanying notes are an integral part of these consolidated financial statements.
F-7

RLJ Lodging Trust
Consolidated Statements of Changes in Equity
(Amounts in thousands, except share data)
Shareholders’ Equity
Common Stock
Distributions
in Excess
of Net
Earnings
Accumulated
Other
Comprehensive
Income
Noncontrolling Interest
Total
Equity
Preferred Stock
Par
Value
Additional
Paid-in
Capital
Operating
Partnership
Consolidated
Joint
Ventures
Shares
Amount
Shares
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) . . . . . . . . . . . . . . . . . . .
—
—
—
—
—
68,021
—
215
(45)
68,191
Unrealized loss on interest rate derivatives . . . . . . .
—
—
—
—
—
—
(8,874)
—
—
(8,874)
Issuance of restricted stock . . . . . . . . . . . . . .
—
—
1,178,779
11
(11)
—
—
—
—
—
Amortization of share-based compensation . . . . . .
—
—
—
—
22,585
—
—
—
—
22,585
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 . . . . . . . . . . . . . . . . . . . . . .
—
—
(2,342,190)
(23)
(21,975)
—
—
—
—
(21,998)
Forfeiture of restricted stock . . . . . . . . . . . . .
—
—
(30,924)
—
—
—
—
—
—
—
Distributions on preferred shares . . . . . . . . . . .
—
—
—
—
—
(25,115)
—
—
—
(25,115)
Distributions on common shares and units
. . . . . .
—
—
—
—
—
(77,909)
—
(379)
—
(78,288)
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
The accompanying notes are an integral part of these consolidated financial statements.
F-8

RLJ Lodging Trust
Consolidated Statements of Cash Flows
(Amounts in thousands)
For the year ended December 31,
2024
2023
2022
Cash flows from operating activities
Net income
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
68,191
$
76,617
$
42,215
Adjustments to reconcile net income to cash flow provided by operating activities:
(Gain) loss on sale of hotel properties, net . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,262)
34
(1,017)
Loss on extinguishment of indebtedness, net
. . . . . . . . . . . . . . . . . . . . . . . .
129
169
39
Depreciation and amortization
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179,431
179,103
184,875
Amortization of deferred financing costs
. . . . . . . . . . . . . . . . . . . . . . . . . .
6,623
6,100
5,967
Non-cash lease expense and other amortization . . . . . . . . . . . . . . . . . . . . . . .
5,507
4,960
3,265
Reclassification of unrealized gains on discontinued cash flow hedges to other
income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
(5,866)
Equity in income from unconsolidated joint ventures . . . . . . . . . . . . . . . . . . .
(459)
(419)
(457)
Distributions of income from unconsolidated joint ventures . . . . . . . . . . . . . . .
400
—
—
Amortization of share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . .
20,804
24,285
21,664
Changes in assets and liabilities:
Hotel and other receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
651
12,365
(7,563)
Prepaid expense and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,240
12,648
(4,665)
Accounts payable and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,906
(11,064)
13,146
Advance deposits and deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
7,897
8,512
3,319
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,639)
1,832
1,597
Net cash flow provided by operating activities
. . . . . . . . . . . . . . . . . . . . . . . .
285,419
315,142
256,519
Cash flows from investing activities
Acquisitions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(158,749)
—
(59,308)
Proceeds from sales of hotel properties, net . . . . . . . . . . . . . . . . . . . . . . . . .
19,503
—
48,075
Purchase deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(2,400)
—
Improvements and additions to hotel properties and other assets
. . . . . . . . . . . .
(136,484)
(132,349)
(124,282)
Net cash flow used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(275,730)
(134,749)
(135,515)
Cash flows from financing activities
Borrowings under Revolver
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200,000
—
—
Repayments of Revolver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(100,000)
—
(200,000)
Borrowings on Term Loans
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500,000
320,000
5,000
Repayments of Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(400,000)
(318,662)
—
Repayment of mortgage loan
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(200,000)
—
—
Repurchase of common shares under share repurchase programs . . . . . . . . . . . .
(21,998)
(75,976)
(57,639)
Repurchase of common shares to satisfy employee tax withholding requirements . . .
(9,014)
(4,398)
(3,598)
Distributions on preferred shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(25,115)
(25,115)
(25,115)
Distributions on common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(69,814)
(49,194)
(13,288)
Distributions on Operating Partnership units . . . . . . . . . . . . . . . . . . . . . . . .
(340)
(225)
(54)
Payments of deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,410)
(7,882)
(1,333)
Contributions from consolidated joint venture partners . . . . . . . . . . . . . . . . . .
—
—
154
Distributions to consolidated joint venture partners . . . . . . . . . . . . . . . . . . . .
—
—
(2,614)
Net cash flow used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
(131,691)
(161,452)
(298,487)
Net change in cash, cash equivalents, and restricted cash reserves . . . . . . . . . . . . . .
(122,002)
18,941
(177,483)
Cash, cash equivalents, and restricted cash reserves, beginning of year . . . . . . . . . . . .
555,327
536,386
713,869
Cash, cash equivalents, and restricted cash reserves, end of year
. . . . . . . . . . . . . . .
$ 433,325
$ 555,327
$ 536,386
The accompanying notes are an integral part of these consolidated financial statements.
F-9

RLJ Lodging Trust
Notes to the Consolidated Financial Statements
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 December 31, 2024, there were 154,067,408 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 December 31, 2024, the Company owned 96 hotel properties with approximately 21,300 rooms,
located in 23 states and the District of Columbia. The Company, through wholly-owned subsidiaries, owned
a 100% interest in 94 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 95 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 95 of the 96 hotel properties to its taxable REIT
subsidiaries (“TRSs”), of which the Company owns a controlling financial interest.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The 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”).
The consolidated financial statements include the accounts of the Company, the Operating Partnership
and its wholly-owned subsidiaries (including the Company’s taxable REIT 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 interests in one
joint venture in which it holds an indirect 50% 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.
Reclassifications
Certain prior year amounts in these financial statements have been reclassified to conform to the
current year presentation with no impact to net income and comprehensive income, shareholders’ equity or
cash flows.
F-10

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Revenue
Substantially all of the Company’s revenues are derived from the operation of hotel properties. The
Company generates room revenue by renting hotel rooms to customers at its hotel properties. The Company
generates food and beverage revenue from the sale of food and beverage to customers at its hotel properties.
The Company generates other revenue from parking fees, resort fees, gift shop sales and other guest service
fees at its hotel properties.
A performance obligation is a promise in a contract to transfer a distinct good or service to the
customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized
as revenue when the performance obligation is satisfied. The Company’s contracts generally have a single
performance obligation, such as renting a hotel room to a customer, or providing food and beverage to a
customer, or providing a hotel property-related good or service to a customer. The Company’s performance
obligations are generally satisfied at a point in time.
The Company allocates revenue to the performance obligation based on its relative standalone selling
price. The Company determines the standalone selling price based on the price it charges each customer for
the use or consumption of the promised good or service.
The Company’s revenue is recognized when control of the promised good or service is transferred to
the customer, in an amount that reflects the consideration the Company expects to receive in exchange for
the promised good or service. The revenue is recorded net of any sales and occupancy taxes collected from the
customer. All rebates or discounts are recorded as a reduction to revenue, and there are no material
contingent obligations with respect to rebates and discounts offered by the hotel properties.
The timing of revenue recognition, billings, and cash collections results in the Company recognizing
hotel and other receivables and advance deposits and deferred revenue on the consolidated balance sheet.
Hotel and other receivables are recognized on the consolidated balance sheets when the Company has provided
a good or service to the customer and is waiting for the customer to submit consideration to the Company.
Advance deposits and deferred revenue are recognized on the consolidated balance sheets when cash payments
are received in advance of the Company satisfying its performance obligation. Advance deposits and
deferred revenue consist of amounts that are refundable and non-refundable to the customer. The advance
deposits and deferred revenue are recognized as revenue in the consolidated statements of operations and
comprehensive income when the Company satisfies its performance obligation to the customer.
For the majority of its goods or services and customers, the Company requires payment at the time the
respective good or service is provided to the customer. The Company’s payment terms vary by the type of
customer and the goods or services offered to the customer. The Company applied a practical expedient to not
disclose the value of unsatisfied performance obligations for contracts that have an original expected
length of one year or less. Any contracts that have an original expected length of greater than one year are
insignificant.
The Company records an allowance for doubtful accounts based on its best estimate of the amount of
probable credit losses in the existing accounts receivable portfolio. The Company recognizes increases to the
allowance for doubtful accounts as bad debt expense. The allowance for doubtful accounts is calculated as
a percentage of the aged accounts receivable based on the Company’s historical collection activity and its
understanding of the circumstances related to a specific receivable.
Investment in Hotel Properties
The Company’s acquisitions generally consist of land, land improvements, buildings, building
improvements, furniture, fixtures and equipment (“FF&E”), inventory, and assumed debt. The Company
may also acquire intangible assets or liabilities related to in-place leases, management agreements, franchise
F-11

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
agreements, and advanced bookings. The Company allocates the purchase price among the assets acquired
and the liabilities assumed based on their respective fair values at the date of acquisition. The Company
estimates the fair values of the assets acquired and the liabilities assumed by using a combination of the
market, cost and income approaches. The Company determines the fair value by using market data and
independent appraisals available to the Company and making numerous estimates and assumptions, such as
estimates of future income growth, replacement cost per unit, value per acre or buildable square foot,
capitalization rates, discount rates, borrowing rates, market rental rates, capital expenditures and cash flow
projections at the respective hotel properties.
The Company’s investments in hotel properties are carried at cost and are depreciated using the straight-
line method over the estimated useful lives of 15 years for land improvements, 15 years for building
improvements, 40 years for buildings, and three to five years for FF&E. Maintenance and repairs are
expensed and major renewals or improvements to the hotel properties are capitalized. Indirect project costs,
including interest, salaries and benefits, travel and other related costs that are directly attributable to the
development, are also capitalized. Upon the sale or disposition of a hotel property, the asset and related
accumulated depreciation accounts are removed and the related gain or loss is included in the gain or loss on
sale of hotel properties in the consolidated statements of operations and comprehensive income. A sale or
disposition of a hotel property that represents a strategic shift that has or will have a major effect on the
Company’s operations and financial results is presented as discontinued operations in the consolidated
statements of operations and comprehensive income.
In accordance with the guidance on impairment or disposal of long-lived assets, the Company does not
consider the “held for sale” classification on the consolidated balance sheet until it is expected to qualify for
recognition as a completed sale within one year and the other requisite criteria for such classification have
been met. The Company does not depreciate assets so long as they are classified as held for sale. Upon
designation as held for sale and quarterly thereafter, the Company reviews the realizability of the carrying
value, less costs to sell, in accordance with the guidance. Any such adjustment to the carrying value is
recorded as an impairment loss.
The Company assesses the carrying value of its investments in hotel properties whenever events or
changes in circumstances indicate that the carrying amounts may not be recoverable. The recoverability is
measured by comparing the carrying amount to the projected undiscounted future cash flows expected to be
generated from the operation and the eventual disposition of the hotel properties over the estimated hold
period, which take into account current market conditions and the Company’s intent with respect to holding
or disposing of the hotel properties. If the Company’s analysis indicates that the carrying value is not
recoverable on a projected undiscounted cash flow basis, the Company will recognize an impairment loss
for the amount by which the carrying value exceeds the fair value. The fair value is determined through various
valuation techniques, including internally developed discounted cash flow models, comparable market
transactions, third-party appraisals, the net sales proceeds from pending offers, or the net sales proceeds
from transactions that closed subsequent to the end of the reporting period. The use of projected future cash
flows is based on assumptions that are consistent with a market participant’s future expectations for the
travel industry and the economy in general, including discount rates, sales proceeds in the reversion year,
average daily rates, occupancy rates, operating expenses and capital expenditures, and the Company’s intent
with respect to holding or disposing of the underlying hotel properties. Fair value may also be based on
assumptions including, but not limited to, room revenue multiples and comparable sales adjusted for capital
expenditures, if necessary.
Investment in Unconsolidated Joint Ventures
If the Company determines that it does not have a controlling financial interest in a joint venture,
either through a controlling financial interest in a variable interest entity or through the Company’s voting
interest in a voting interest entity, but the Company exercises significant influence over the operating and
F-12

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
financial policies of the joint venture, the Company accounts for the joint venture using the equity method
of accounting. Under the equity method of accounting, the Company’s investment is adjusted each reporting
period to recognize the Company’s share of the net earnings or losses of the joint venture, plus any
contributions to the joint venture, less any distributions received from the joint venture and any adjustment
for impairment. In addition, the Company’s share of the net earnings or losses of the joint venture is
adjusted for the straight-line depreciation of the difference between the Company’s basis in the investment
in the unconsolidated joint venture as compared to the historical basis of the underlying net assets in the joint
venture at the date of acquisition.
The Company assesses the carrying value of its investment in unconsolidated joint ventures whenever
events or changes in circumstances may indicate that the carrying value of the investment exceeds its fair
value on an other-than-temporary basis. When an impairment indicator is present, the Company will estimate
the fair value of the investment, which will be determined by using internally developed discounted cash
flow models, comparable market transactions, third-party appraisals, the net sales proceeds from pending
offers, or the net sales proceeds from transactions that closed subsequent to the end of the reporting period.
If the estimated fair value is less than the carrying value, and management determines that the decline in
value is considered to be other-than-temporary, the Company will recognize an impairment loss on its
investment in the joint venture.
The Company evaluates the nature of the distributions from each of its unconsolidated joint ventures
in order to classify the distributions as either operating activities or investing activities in the consolidated
statements of cash flows. Any cash distribution that is considered to be a distribution of the earnings of the
unconsolidated joint venture is presented as an operating activity in the consolidated statements of cash
flows. Any cash distribution that is considered to be a return of capital from the unconsolidated joint venture
is presented as an investing activity in the consolidated statements of cash flows.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and highly liquid investments that mature three months or
less when they are purchased. The Company maintains its cash at domestic banks, which, at times, may
exceed the limits of the amounts insured by the Federal Deposit Insurance Corporation.
Restricted Cash Reserves
Restricted cash reserves consist of all cash that is required to be maintained in a reserve escrow account
by a management agreement, franchise agreement, and/or a mortgage loan agreement for future capital
expenditures (including the periodic replacement or refurbishment of FF&E) and the funding of real estate
taxes and insurance.
Hotel Receivables
Hotel receivables consist mainly of receivables due from hotel guests and meeting and banquet room
rentals. The Company typically does not require collateral as ongoing credit evaluations are performed. An
allowance for doubtful accounts is established against any receivable that is estimated to be uncollectible.
Deferred Financing Costs
Deferred financing costs are the costs incurred to obtain long-term financing. The deferred financing
costs are recorded at cost and are amortized using the straight-line method, which approximates the effective
interest method, over the respective term of the financing agreement and are included as a component of
interest expense in the consolidated statements of operations and comprehensive income. The Company
expenses unamortized deferred financing costs when the associated financing agreement is refinanced or
repaid before the maturity date, unless certain criteria are met that would allow for the carryover of such
F-13

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
costs to the refinanced agreement. The Company presents the deferred financing costs for its Senior Notes
and Term Loans (as defined in Note 7) and mortgage loans on the balance sheet as a direct deduction from the
carrying amount of the respective debt liability, which is included in debt, net, in the accompanying
consolidated balance sheets. The Company presents the deferred financing costs for its Revolver (as defined
in Note 7) on the balance sheet as an asset, which is included in prepaid expense and other assets in the
accompanying consolidated balance sheets.
For the years ended December 31, 2024, 2023 and 2022, approximately $6.6 million, $6.1 million and
$6.0 million, respectively, of amortization expense was recorded as a component of interest expense in the
consolidated statements of operations and comprehensive income.
Transaction Costs
The Company incurs costs during the review of potential hotel property acquisitions and dispositions,
including legal fees and other professional service fees. In addition, if the Company completes a hotel property
acquisition, the Company may incur transfer taxes and integration costs, including professional fees and
employee-related costs. If the Company completes a hotel property acquisition that is considered to be an
asset acquisition, the transaction costs are capitalized on the consolidated balance sheets. If the Company
completes a hotel property acquisition that is considered to be a business combination, the transaction costs
are expensed as incurred in the consolidated statements of operations and comprehensive income.
Transaction costs related to successful dispositions are included in gain (loss) on sale of hotel properties,
net, in the consolidated statements of operations and comprehensive income. All transaction costs incurred
in connection with unsuccessful transactions are expensed.
Derivative Financial Instruments
In the normal course of business, the Company is exposed to the effects of interest rate changes. The
Company utilizes a variety of borrowing vehicles, including the Revolver and medium and long-term
financings. The Company reduces its risk to interest rate changes by following its established risk management
policies and procedures, including the use of derivative financial instruments to manage, or hedge, interest
rate risk. To mitigate the Company’s exposure to interest rate changes, the Company uses interest rate
derivative instruments, typically interest rate swaps, to convert a portion of its variable rate debt to fixed
rate debt. The Company attempts to require the hedging derivative instruments to be effective in reducing
the interest rate risk exposure that they are designated to hedge. This effectiveness is essential in order to
qualify for hedge accounting. Derivative instruments that meet the hedging criteria are formally designated as
cash flow hedges at the inception of the derivative contract. The Company does not use derivative
instruments for trading or speculative purposes.
Interest rate swap agreements contain a credit risk that the counterparties may be unable to fulfill the
terms of the agreement. The Company has minimized the credit risk by evaluating the creditworthiness of
its counterparties, who are limited to major banks and financial institutions, and it does not anticipate
nonperformance by these counterparties.
The estimated fair values of the derivatives are determined by using available market information and
appropriate valuation methods. Considerable judgment is required in interpreting market data to develop
the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the
amounts that the Company could realize in a current market exchange.
The Company recognizes all derivatives as assets or liabilities on its consolidated balance sheets at fair
value. The gains and losses on the derivatives that have been determined to be effective cash flow hedges are
reported in other comprehensive (loss) income and are reclassified to interest expense in the period in
which the interest expense is recognized on the underlying hedged item. The ineffective portion of the change
in fair value of the derivatives is recognized in earnings immediately.
F-14

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
When the terms of an underlying transaction are modified, or when the underlying hedged item ceases
to exist, and the interest rate derivative no longer qualifies for hedge accounting, all changes in the fair value
of the derivative instrument are marked-to-market with the changes in fair value recognized in earnings
each period until the derivative instrument matures.
Leases
As a lessee in a lease contract, the Company recognizes a lease right-of-use asset and a lease liability on
the consolidated balance sheets. The Company is a lessee in a variety of lease contracts, such as ground leases,
parking leases, office leases and equipment leases. The Company classifies its leases as either an operating
lease or a finance lease based on the principle of whether or not the lease is effectively a financed purchase of
the leased asset. For operating leases, the Company recognizes lease expense on a straight-line basis over
the term of the lease. For finance leases, the Company recognizes lease expense on the effective interest
method, which results in the interest component of each lease payment being recognized as interest expense
and the lease right-of-use asset being amortized into amortization expense using the straight-line method
over the term of the lease. For leases with an initial term of 12 months or less, the Company will not recognize
a lease right-of-use asset and a lease liability on the consolidated balance sheets and lease expense will be
recognized on a straight-line basis over the lease term.
At the lease commencement date, the Company determines the lease term by incorporating the fixed, non-
cancelable lease term plus any lease extension option terms that are reasonably certain of being exercised.
The ability to extend the lease term is at the Company’s sole discretion. The Company calculates the present
value of the future lease payments over the lease term in order to determine the lease liability and the
related lease right-of-use asset that is recognized on the consolidated balance sheets.
Certain lease contracts may include an option to purchase the leased property, which is at the Company’s
sole discretion. The Company’s lease contracts do not contain any material residual value guarantees or
material restrictive covenants.
The Company’s leases include a base lease payment, which is recognized as lease expense on a straight-
line basis over the lease term. In addition, certain of the Company’s leases may include an additional lease
payment that is based on either (i) a percentage of the respective hotel property’s financial results, or
(ii) changes in an index such as the consumer price index; all of which are recognized as variable lease expense,
when incurred, in the consolidated statements of operations and comprehensive income.
The Company will use the implicit rate in a lease contract in order to determine the present value of
the future lease payments over the lease term. If the implicit rate in the lease contract is not available, then
the Company will use its incremental borrowing rate at the lease commencement date. The Company
determined its incremental borrowing rate for each lease contract by using the U.S. Treasury interest rates
yield curve, and then making adjustments for the lease term, the Company’s credit spread, the Company’s
ability to borrow on a secured basis, the quality and condition of the leased asset and the current economic
environment.
As a lessor in a lease contract, the Company classifies its leases as either an operating lease, direct
financing lease, or a sales-type lease. The Company leases space at its hotel properties to third parties, who
use the space for their restaurants or retail locations. The Company classifies these lease contracts as operating
leases, so the Company will continue to recognize the underlying leased asset as an investment in hotel
properties on the consolidated balance sheets. Lease revenue is recognized on a straight-line basis over the
lease term. Variable lease revenue is recognized over the lease term when it is earned and becomes receivable
from the lessee, according to the provisions of the respective lease contract. The Company only capitalizes
the incremental direct costs of leasing, so any indirect costs of leasing will be expensed as incurred.
F-15

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
Noncontrolling Interests
The consolidated financial statements include all subsidiaries controlled by the Company. 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.
As of December 31, 2024 and 2023, the Company consolidated the Operating Partnership, which has a
0.5% third-party ownership interest. The third-party ownership interest is included in the noncontrolling
interest in the Operating Partnership in the equity section of the consolidated balance sheets. The portion of
the income and losses associated with the third-party ownership interest are included in the noncontrolling
interest in the Operating Partnership in the consolidated statements of operations and comprehensive income.
As of December 31, 2024 and 2023, the Company consolidated the joint venture that owns The
Knickerbocker hotel property; this joint venture has a 5% third-party ownership interest in the joint
venture. The third-party ownership interest is included in the noncontrolling interest in consolidated joint
ventures in the equity section of the consolidated balance sheets. The income and losses associated with the
third-party ownership interest are included in the noncontrolling interest in consolidated joint ventures in
the consolidated statements of operations and comprehensive income.
Income Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended. To qualify as a REIT, the Company must meet a number of
organizational and operational requirements, including a requirement that it distribute at least 90% of its
REIT taxable income, subject to certain adjustments and excluding any net capital gain, to shareholders. The
Company’s intention is to adhere to the REIT qualification requirements and to maintain its qualification
for taxation as a REIT.
As a REIT, the Company is generally not subject to U.S. federal corporate income tax on the portion
of taxable income that is distributed to shareholders. If the Company fails to qualify for taxation as a REIT
in any taxable year, the Company will be subject to U.S. federal income taxes at regular corporate rates
(including any applicable alternative minimum tax) and it may not be able to qualify as a REIT for four
subsequent taxable years. As a REIT, the Company may be subject to certain state and local taxes on its
income and property, and to U.S. federal income and excise taxes on undistributed taxable income. Taxable
income from non-REIT activities of the Company’s TRSs is subject to U.S. federal, state, and local
income taxes at the applicable rates.
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, 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 performs an annual review for any uncertain tax positions and, if necessary, will record
the expected future tax consequences of uncertain tax positions in the consolidated financial statements.
F-16

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
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 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 common share calculation.
Share-based Compensation
The Company may issue share-based awards as compensation to officers, employees, non-employee
trustees and other eligible persons under the RLJ Lodging Trust 2021 Equity Incentive Plan (the “2021
Plan”). The vesting of the awards issued to the officers and employees is based on either the continued
employment (time-based) or the absolute and relative total shareholder returns of the Company and continued
employment (performance-based), as determined by the board of trustees at the date of grant. For
time-based awards, the Company recognizes compensation expense for the 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 grant,
adjusted for forfeitures. For performance-based awards, the Company recognizes compensation expense
over the requisite service period for each award, based on the fair market value of the shares on the date of
grant, as determined using a Monte Carlo simulation, adjusted for forfeitures.
Non-employee trustees may elect to receive unrestricted shares under the 2021 Plan as compensation
that would otherwise be paid in cash for their services. The shares issued to the 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 based upon the fair
market value of the shares on the date of issuance.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Update (“ASU”) 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures, which is
intended to improve reportable segment disclosures. The ASU expands public entities’ segment disclosures by
requiring disclosure of significant segment expenses that are regularly provided to the chief operating
decision maker and included within each reported measure of segment profit or loss. It also requires
disclosure of the amount and description of the composition of other segment items, as well as interim
disclosures of a reportable segment’s profit or loss and assets. The ASU also applies to entities with a single
reportable segment. The new standard is effective for fiscal years beginning after December 15, 2023, and
interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The
Company adopted this standard for its fiscal year beginning January 1, 2024. The adoption of the new
standard did not have an impact on the Company’s financial position, results of operations or cash flows.
Please refer to Note 15, Segment Information, for the related disclosures.
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 the Company beginning January 1, 2025, 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.
F-17

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
2. Summary of Significant Accounting Policies (continued)
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):
December 31, 2024
December 31, 2023
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,130,005
$
998,417
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . .
4,210,515
4,117,210
Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . . . .
852,993
798,410
6,193,513
5,914,037
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . .
(1,942,989)
(1,777,821)
Investment in hotel properties, net . . . . . . . . . . . . . . . . . . . .
$ 4,250,524
$ 4,136,216
For the years ended December 31, 2024, 2023 and 2022, the Company recognized depreciation expense
related to its investment in hotel properties of approximately $179.3 million, $179.1 million and $184.4 million,
respectively.
There were no impairment losses recorded during any of the years ended December 31, 2024, 2023, or
2022.
4. Acquisitions
On January 29, 2024, the Company acquired the fee simple interest in its Wyndham Boston Beacon
Hill hotel property 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
sheet.
Also during the year ended December 31, 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
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):
F-18

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
4. Acquisitions (continued)
December 31, 2024
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 3,433
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,718
Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,996
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$36,147
During the year ended December 31, 2022, the Company acquired a 100% interest in the following
property:
Property(1)
Location
Acquisition Date
Management Company(1)
Rooms
Purchase Price
(in thousands)
21c Hotel Nashville . . . . . . . . . . Nashville, TN
July 29, 2022
Accor Hotels
124
$59,000
(1)
During the year ended December 31, 2023, the Company converted this hotel to The Bankers Alley
Hotel, a Tapestry Collection by Hilton, and transitioned management to an affiliate of Hilton.
The acquisition of the 21c Hotel Nashville was accounted for as an asset acquisition, whereby
approximately $1.1 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):
December 31, 2022
Land and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$19,807
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,223
Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,081
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$60,111
In connection with the acquisitions of Hotel Teatro and the 21c Hotel Nashville, the value of the assets
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 respective hotel markets. 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 respective
assets.
5. Sales of Hotel Properties
In connection with the sales of hotel properties for the years ended December 31, 2024 and 2022, the
Company recorded net gains of $8.3 million and $1.0 million, respectively.
During the year ended December 31, 2024, the Company sold the following hotel properties in two
separate transactions for a combined sales price of approximately $20.8 million:
Hotel Property Name
Location
Sale Date
Rooms
Residence Inn Merrillville . . . . . . . . . . . . . . . . . . . . . . . .
Merrillville, IN
May 21, 2024
78
Fairfield Inn & Suites Denver Cherry Creek . . . . . . . . . . .
Denver, CO
September 9, 2024
134
Total
212
F-19

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
5. Sales of Hotel Properties (continued)
During the year ended December 31, 2022, the Company sold the following hotel properties in two
separate transactions for a combined sales price of approximately $49.9 million:
Hotel Property Name
Location
Sale Date
Rooms
Marriott Denver Airport @ Gateway Park . . . . . . . . . . . . . .
Aurora, CO
March 8, 2022
238
SpringHill Suites Denver North Westminster . . . . . . . . . . . .
Westminster, CO
April 19, 2022
164
Total
402
6.
Revenue
The Company recognized revenue from the following geographic markets (in thousands):
For the year ended December 31, 2024
Room Revenue
Food and Beverage
Revenue
Other Revenue
Total Revenue
Southern California . . . . . . . . . . . . . . . . . . .
$ 137,811
$ 19,623
$15,538
$ 172,972
Northern California . . . . . . . . . . . . . . . . . . .
137,030
13,458
8,013
158,501
South Florida . . . . . . . . . . . . . . . . . . . . . . .
115,762
20,970
11,571
148,303
New York City
. . . . . . . . . . . . . . . . . . . . . .
72,571
10,716
3,599
86,886
Chicago . . . . . . . . . . . . . . . . . . . . . . . . . . .
57,871
9,403
3,345
70,619
Louisville . . . . . . . . . . . . . . . . . . . . . . . . . .
40,237
18,923
3,678
62,838
Washington, DC . . . . . . . . . . . . . . . . . . . . .
58,096
1,156
2,787
62,039
Boston . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,756
4,667
1,960
58,383
Houston . . . . . . . . . . . . . . . . . . . . . . . . . . .
46,372
3,511
4,577
54,460
Charleston . . . . . . . . . . . . . . . . . . . . . . . . .
39,516
11,029
3,723
54,268
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
364,564
39,652
35,955
440,171
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,121,586
$153,108
$94,746
$1,369,440
For the year ended December 31, 2023
Room Revenue
Food and Beverage
Revenue
Other Revenue
Total Revenue
Northern California . . . . . . . . . . . . . . . . . . .
$ 140,866
$ 14,013
$ 8,014
$ 162,893
Southern California . . . . . . . . . . . . . . . . . . .
128,273
16,216
14,009
158,498
South Florida . . . . . . . . . . . . . . . . . . . . . . .
113,579
19,641
10,046
143,266
New York City
. . . . . . . . . . . . . . . . . . . . . .
67,886
9,235
3,562
80,683
Chicago . . . . . . . . . . . . . . . . . . . . . . . . . . .
57,863
9,629
3,189
70,681
Washington, DC . . . . . . . . . . . . . . . . . . . . .
57,731
1,409
2,402
61,542
Louisville . . . . . . . . . . . . . . . . . . . . . . . . . .
37,329
16,190
3,643
57,162
Boston . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,010
4,202
1,482
54,694
Houston . . . . . . . . . . . . . . . . . . . . . . . . . . .
43,134
3,148
4,496
50,778
Charleston . . . . . . . . . . . . . . . . . . . . . . . . .
36,851
8,581
4,077
49,509
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
362,506
39,361
34,004
435,871
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,095,028
$141,625
$88,924
$1,325,577
F-20

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
6.
Revenue (continued)
For the year ended December 31, 2022
Room Revenue
Food and Beverage
Revenue
Other Revenue
Total Revenue
Northern California . . . . . . . . . . . . . . . . . . .
$ 128,652
$ 10,968
$ 6,684
$ 146,304
South Florida . . . . . . . . . . . . . . . . . . . . . . .
113,194
18,392
8,510
140,096
Southern California . . . . . . . . . . . . . . . . . . .
113,726
10,214
10,260
134,200
New York City
. . . . . . . . . . . . . . . . . . . . . .
60,634
8,737
2,899
72,270
Chicago . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,611
8,965
2,972
67,548
Washington, DC . . . . . . . . . . . . . . . . . . . . .
48,875
1,259
2,488
52,622
Louisville . . . . . . . . . . . . . . . . . . . . . . . . . .
31,074
13,279
3,449
47,802
Boston . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41,785
3,458
1,433
46,676
Austin
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,325
3,269
3,190
44,784
Houston . . . . . . . . . . . . . . . . . . . . . . . . . . .
37,775
2,942
4,034
44,751
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
332,803
35,544
28,262
396,609
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,002,454
$117,027
$74,181
$1,193,662
7. Debt
The Company’s debt consisted of the following (in thousands):
December 31, 2024
December 31, 2023
Senior Notes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 994,037
$ 991,672
Revolver Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100,000
—
Term Loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
918,707
821,443
Mortgage loans, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
207,337
407,663
Debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,220,081
$2,220,778
Senior Notes
The Company’s senior notes (collectively, the “Senior Notes”) consisted of the following (dollars in
thousands):
Interest Rate at
December 31, 2024
Maturity Date
Carrying Value at
December 31, 2024
December 31, 2023
2029 Senior Notes(1)(2) . . . . . . . . .
4.00%
September 2029
$ 500,000
$ 500,000
2026 Senior Notes(1)(3) . . . . . . . . .
3.75%
July 2026
500,000
500,000
1,000,000
1,000,000
Deferred financing costs, net . . . .
(5,963)
(8,328)
Total senior notes, net . . . . . . . . .
$ 994,037
$ 991,672
(1)
Requires payments of interest only through maturity.
(2)
The Company has the option to redeem its 4.00% senior notes due 2029 (the “2029 Senior Notes”) at a
redemption price of (i) 102.0% of the principal amount should such redemption occur before
September 15, 2025, (ii) 101.0% of the principal amount should such redemption occur before
F-21

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
7. Debt (continued)
September 15, 2026 and (iii) 100.0% of the principal amount thereafter, in each case plus accrued and
unpaid interest, if any.
(3)
The Company has the option to redeem its 3.75% senior notes due 2026 (the “2026 Senior Notes”) at a
redemption price of (i) 100.938% of the principal amount should such redemption occur before
July 1, 2025 and (ii) 100.0% of the principal amount thereafter, in each case plus accrued and unpaid
interest, if any.
The Senior Notes are each fully and unconditionally guaranteed, jointly and severally, by the Company
and certain of the Operating Partnership’s subsidiaries that incur and guarantee indebtedness under the
Company’s credit facilities and certain other indebtedness. 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.
A summary of the various restrictive covenants for the Senior Notes are as follows:
Covenant
Compliance
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
As of December 31, 2024 and 2023, the Company was in compliance with all covenants associated
with the Senior Notes.
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”);
• $200.0 million term loan with a scheduled maturity date of January 31, 2026 and up to two one-year
extension options if certain conditions are satisfied (the “$200 Million Term Loan Maturing
2026”); 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 $200 Million Term Loan Maturing 2026, and the $225
Million Term Loan Maturing 2026 are collectively referred to as the “Term Loans.” The credit agreements
contain certain financial covenants relating to the Company’s maximum leverage ratio, minimum fixed charge
coverage ratio, maximum secured indebtedness ratio, maximum unencumbered leverage ratio and minimum
unencumbered debt service coverage ratio. If an event of default exists, the Company is not permitted to
make distributions to shareholders, other than those required to qualify for and maintain REIT status.
F-22

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
7. Debt (continued)
The borrowings under the Revolver and Term Loans bear interest at variable rates equal to (i) the
Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of ten basis points (“Adjusted
SOFR”) and a margin ranging from 1.35% to 2.20% or (ii) a base rate plus a margin ranging from 0.35%
to 1.20%. In all cases, the actual margin used is determined based on the Company’s leverage ratio, as
calculated under the terms of each facility. The Company incurs an unused facility fee on the Revolver of
between 0.20% and 0.25%, based on the amount by which the maximum borrowing amount exceeds the
total principal balance of the outstanding borrowings.
In September 2024, the Company entered into the $500 Million Term Loan Maturing 2027, the
proceeds of which were used to repay an existing $400.0 million term loan with a scheduled maturity date
of May 18, 2025 (the “$400 Million Term Loan Maturing 2025”) and $100.0 million of outstanding
borrowings under the Revolver. The $500 Million Term Loan Maturing 2027 matures on September 24,
2027, with up to two one-year extension options if certain conditions are satisfied. Borrowings under the $500
Million Term Loan Maturing 2027 bear interest at a variable rate with the same terms as the $400 Million
Term Loan Maturing 2025. The Company paid approximately $5.1 million in lender fees and legal costs
related to the refinancing.
The Company’s unsecured credit agreements consisted of the following (in thousands):
Interest Rate at
December 31,
2024(1)
Maturity Date
Carrying Value at
December 31,
2024
December 31,
2023
Revolver(2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.08%
May 2027
$ 100,000
$
—
$500 Million Term Loan Maturing 2027 . . . . . .
4.69%
September 2027(4)
500,000
—
$400 Million Term Loan Maturing 2025(3) . . . . .
N/A
N/A
—
400,000
$200 Million Term Loan Maturing 2026 . . . . . .
6.03%
January 2026(4)
200,000
200,000
$225 Million Term Loan Maturing 2026 . . . . . .
5.33%
May 2026(4)
225,000
225,000
1,025,000
825,000
Deferred financing costs, net(5) . . . . . . . . . . . . .
(6,293)
(3,557)
Total Revolver and Term Loans, net . . . . . . . . .
$1,018,707
$821,443
(1)
Interest rate at December 31, 2024 gives effect to interest rate hedges.
(2)
At December 31, 2024 and 2023, there was $500.0 million and $600.0 million, respectively, of borrowing
capacity on the Revolver. The Company has the ability to further increase the total capacity on the
Revolver to $750.0 million, subject to certain lender requirements. The Company also 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. In April 2024, the Company borrowed $200.0 million under
the Revolver and utilized the proceeds to repay a $200.0 million maturing mortgage loan. In
September 2024, the Company utilized a portion of the $500 Million Term Loan Maturing 2027
proceeds to repay $100.0 million of outstanding borrowings under the Revolver.
(3)
In September 2024, the Company utilized a portion of the $500 Million Term Loan Maturing 2027
proceeds to pay off this term loan.
(4)
This Term Loan includes two one-year extension options at the Company’s discretion, subject to
certain conditions.
(5)
Excludes $3.9 million and $5.6 million as of December 31, 2024 and 2023, respectively, related to
deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the
accompanying consolidated balance sheets.
F-23

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
7. Debt (continued)
The Revolver and Term Loans are subject to various financial covenants. A summary of the most
restrictive covenants is as follows:
Covenant
Compliance
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 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 (in thousands):
Number of
Assets
Encumbered
Interest Rate at
December 31,
2024
Maturity Date
Carrying Value at
December 31,
2024
December 31,
2023
Mortgage loan(1) . . . . . . . . . . . . . . .
N/A
N/A
N/A
$
—
$200,000
Mortgage loan(2) . . . . . . . . . . . . . . .
3
4.49%(4)
April 2025(5)
96,000
96,000
Mortgage loan(2) . . . . . . . . . . . . . . .
4
4.93%(4)
April 2025(5)
85,000
85,000
Mortgage loan(3) . . . . . . . . . . . . . . .
1
5.06%
January 2029
26,472
26,833
8
207,472
407,833
Deferred financing costs, net . . . . . . .
(135)
(170)
Total mortgage loans, net . . . . . . . . .
$207,337
$407,663
(1)
In April 2024, the Company repaid this mortgage loan using a $200.0 million draw under its Revolver.
(2)
The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest
only through maturity.
(3)
Includes $1.5 million and $1.8 million at December 31, 2024 and 2023, 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.
(4)
Interest rate at December 31, 2024 gives effect to interest rate hedges.
(5)
This mortgage loan provides for a one-year extension option to April 2026, subject to certain conditions.
In December 2024, the Company sent a one-year extension notice on this mortgage loan. The extension
notice is subject to leverage and debt service coverage ratio (“DSCR”) tests and is currently under
review by the lender.
Certain mortgage agreements are subject to various maintenance covenants requiring the Company to
maintain a minimum debt yield or DSCR. Failure to meet the debt yield or DSCR thresholds is not an event
F-24

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
7. Debt (continued)
of default, but instead triggers a cash trap event. At December 31, 2024, all mortgage loans exceeded the
minimum debt yield or DSCR thresholds.
Interest Expense
The components of the Company’s interest expense consisted of the following (in thousands):
For the year ended December 31,
2024
2023
2022
Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 38,764
$38,764
$38,820
Revolver and Term Loans
. . . . . . . . . . . . . . . . . . . . . . . . . . .
50,928
31,000
34,126
Mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,451
21,014
13,563
Amortization of deferred financing costs . . . . . . . . . . . . . . . . .
6,623
6,100
5,967
Non-cash interest expense related to interest rate
hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,592
1,929
679
Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$111,358
$98,807
$93,155
Future Minimum Principal Payments
As of December 31, 2024, excluding extension options, the future minimum principal payments were as
follows (in thousands):
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 181,000
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
925,000
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
600,000
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
525,000
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$2,231,000
(1)
Excludes a $1.5 million fair value adjustment on debt.
F-25

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
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
December 31,
2024
December 31,
2023
December 31,
2024
December 31,
2023
Swap-cash flow-Daily SOFR . . . . . . .
2.44%
January 2021
December 2023
$
—
$
75,000
$
—
$
—
Swap-cash flow-Daily SOFR . . . . . . .
2.31%
January 2021
December 2023
—
75,000
—
—
Swap-cash flow-Daily SOFR . . . . . . .
1.08%
April 2021
April 2024
—
50,000
—
827
Swap-cash flow-Daily SOFR . . . . . . .
1.13%
April 2021
April 2024
—
50,000
—
819
Swap-cash flow-Daily SOFR . . . . . . .
1.08%
April 2021
April 2024
—
50,000
—
829
Swap-cash flow-Daily SOFR . . . . . . .
0.97%
April 2021
April 2024
—
50,000
—
849
Swap-cash flow-Daily SOFR . . . . . . .
0.85%
April 2021
April 2024
—
25,000
—
436
Swap-cash flow-Daily SOFR . . . . . . .
0.88%
April 2021
April 2024
—
25,000
—
434
Swap-cash flow-Daily SOFR . . . . . . .
0.86%
April 2021
April 2024
—
25,000
—
436
Swap-cash flow-Daily SOFR . . . . . . .
0.83%
April 2021
April 2024
—
25,000
—
439
Swap-cash flow-Term SOFR . . . . . . .
4.37%
April 2023
April 2024
—
200,000
—
673
Swap-cash flow-Daily SOFR . . . . . . .
0.77%
June 2020
December 2024
—
50,000
—
2,011
Swap-cash flow-Daily SOFR . . . . . . .
0.63%
June 2020
December 2024
—
50,000
—
2,081
Swap-cash flow-Daily SOFR . . . . . . .
1.16%
September 2021 September 2025
150,000
150,000
3,445
7,969
Swap-cash flow-Daily SOFR . . . . . . .
0.56%
July 2021
January 2026
50,000
50,000
1,926
3,556
Swap-cash flow-Daily SOFR . . . . . . .
2.95%
April 2024
April 2027
125,000
125,000
3,104
1,769
Swap-cash flow-Daily SOFR . . . . . . .
2.85%
April 2024
April 2027
65,000
65,000
1,765
1,103
Swap-cash flow-Daily SOFR . . . . . . .
2.75%
April 2024
April 2027
60,000
60,000
1,768
1,188
Swap-cash flow-Daily SOFR . . . . . . .
3.70%
July 2024
July 2027
25,000
25,000
196
(254)
Swap-cash flow-Daily SOFR . . . . . . .
3.45%
July 2024
July 2027
25,000
25,000
353
(77)
Swap-cash flow-Daily SOFR . . . . . . .
3.71%
July 2024
July 2027
25,000
25,000
191
(259)
Swap-cash flow-Daily SOFR . . . . . . .
3.20%
January 2025
January 2028
25,000
—
564
—
Swap-cash flow-Daily SOFR . . . . . . .
3.40%
January 2025
January 2028
25,000
—
421
—
Swap-cash flow-Daily SOFR . . . . . . .
3.30%
January 2025
January 2029
25,000
—
632
—
$600,000
$1,275,000
$14,365
$24,829
As of December 31, 2024 and 2023, the aggregate fair value of the interest rate swap assets of
$14.4 million and $25.4 million, respectively, was included in prepaid expense and other assets in the
accompanying consolidated balance sheets. As of December 31, 2023, the aggregate fair value of the interest
rate swap liabilities of $0.6 million was included in accounts payable and other liabilities in the
accompanying consolidated balance sheets.
As of December 31, 2024 and 2023, there was approximately $13.8 million and $22.7 million,
respectively, of unrealized gains included in accumulated other comprehensive income related to interest
rate swaps. There was no ineffectiveness recorded during the years ended December 31, 2024 and 2023. For
the year ended December 31, 2024, approximately $20.0 million of gains included in accumulated other
comprehensive income were reclassified into interest expense for the interest rate swaps. For the year ended
December 31, 2023, approximately $29.8 million of gains included in accumulated other comprehensive
income were reclassified into interest expense for the interest rate swaps. Approximately $8.2 million of the
unrealized gains included in accumulated other comprehensive income at December 31, 2024 is expected to be
reclassified into earnings within the next 12 months.
F-26

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
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 2 and 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):
December 31, 2024
December 31, 2023
Carrying Value
Fair Value
Carrying Value
Fair Value
Senior Notes, net . . . . . . . . . . . . . . . . .
$ 994,037
$ 938,750
$ 991,672
$ 928,750
Revolver and Term Loans, net . . . . . . . .
1,018,707
1,025,000
821,443
817,960
Mortgage loans, net . . . . . . . . . . . . . . .
207,337
201,340
407,663
394,458
Debt, net . . . . . . . . . . . . . . . . . . . . . .
$2,220,081
$2,165,090
$2,220,778
$2,141,168
Recurring Fair Value Measurements
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
F-27

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
9. Fair Value (continued)
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 December 31, 2023 (in thousands):
Fair Value at December 31, 2023
Level 1
Level 2
Level 3
Total
Interest rate swap asset . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$25,419
$
—
$25,419
Interest rate swap liability . . . . . . . . . . . . . . . . . . . . . . . .
—
(590)
—
(590)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$24,829
$
—
$24,829
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
December 31, 2024, 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. Commitments and Contingencies
Operating Leases
As of December 31, 2024, 12 of Company’s hotel properties were subject to ground lease agreements
that cover the land underlying the respective hotels. The ground leases are classified as operating leases. The
total ground lease expense was $16.3 million for the year ended December 31, 2024, which consisted of
$11.7 million of fixed lease expense and $4.6 million of variable lease expense. The total ground lease expense
was $16.7 million for the year ended December 31, 2023, which consisted of $11.9 million of fixed lease
expense and $4.8 million of variable lease expense. The total ground lease expense was $15.9 million for the
year ended December 31, 2022, which consisted of $11.9 million of fixed lease expense and $4.0 million
of variable lease expense. The total ground lease expense is included in property tax, insurance and other in
the accompanying consolidated statements of operations and comprehensive income.
The Company’s ground leases consisted of the following (in thousands):
Term
Expiration(1)
Ground Lease Expense
For the year ended December 31,
Hotel Property Name
2024
2023
2022
Wyndham Boston Beacon Hill(2) . . . . . . . . . . . . . . . . . . . . .
N/A
$
49
$
929
$
803
Wyndham San Diego Bayside . . . . . . . . . . . . . . . . . . . . . . .
2029
5,525
5,315
5,009
DoubleTree Suites by Hilton Orlando – Lake Buena Vista
. . .
2057
956
815
1,005
Residence Inn Palo Alto Los Altos(3) . . . . . . . . . . . . . . . . . .
2033
86
86
86
Courtyard Pittsburgh University Center . . . . . . . . . . . . . . . .
2083
726
726
726
Marriott Louisville Downtown . . . . . . . . . . . . . . . . . . . . . .
2153(4)
—
—
—
Embassy Suites San Francisco Airport – Waterfront
. . . . . . .
2059
1,882
1,850
1,646
Wyndham New Orleans – French Quarter . . . . . . . . . . . . . . .
2065
487
487
487
Courtyard Charleston Historic District . . . . . . . . . . . . . . . . .
2096
1,062
1,052
1,044
F-28

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
10. Commitments and Contingencies (continued)
Term
Expiration(1)
Ground Lease Expense
For the year ended December 31,
Hotel Property Name
2024
2023
2022
Courtyard Austin Downtown Convention Center and
Residence Inn Austin Downtown Convention Center . . . . .
2100
906
1,025
922
Courtyard Waikiki Beach . . . . . . . . . . . . . . . . . . . . . . . . . .
2112
4,295
4,121
3,922
Moxy Denver Cherry Creek
. . . . . . . . . . . . . . . . . . . . . . . .
2115
280
272
258
$16,254
$16,678
$15,908
(1)
Assumes the exercise of any remaining extension options.
(2)
In January 2024, the Company acquired a fee simple interest in this hotel property, which was previously
owned via a leasehold interest that was subject to a ground lease, for approximately $125.0 million.
(3)
The ground lease underlying a portion of this hotel property is part of a municipal utility district’s
water pipeline right-of-way.
(4)
The lease may be extended for up to four twenty-five year terms at the Company’s option.
The future lease payments for the Company’s operating leases are as follows (in thousands):
December 31, 2024
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
9,678
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,247
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,023
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,075
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,638
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
527,456
Total future lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
580,117
Imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(461,015)
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 119,102
The following table presents certain information related to the Company’s operating leases as of
December 31, 2024:
Weighted average remaining lease term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63 years
Weighted average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.30%
Restricted Cash Reserves
The Company is obligated to maintain cash reserve funds for future capital expenditures, real estate
taxes, insurance, and debt obligations where lenders hold restricted cash due to cash trap events. 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 December 31, 2024 and 2023, approximately $23.5 million
and $38.7 million, respectively, was available in the restricted cash reserves for future capital expenditures and
real estate taxes.
F-29

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
10. Commitments and Contingencies (continued)
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 December 31, 2024, 95 of the Company’s consolidated hotel properties were operated pursuant
to management agreements with initial terms ranging from three to 25 years, with 15 different management
companies as noted in the table below. This number includes 35 consolidated hotel properties that receive
the benefits of a franchise agreement pursuant to management agreements with Hilton, Hyatt, or Marriott.
Management Company
Number of
Hotel Properties
Aimbridge Hospitality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Colwen Management, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Concord Hospitality Enterprises Company
. . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Crestline Hotels and Resorts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Davidson Hotels and Resorts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Hilton Management and affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
HEI Hotels and Resorts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Hersha Hospitality Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Highgate Hotels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Hyatt Corporation and affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
InnVentures(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Marriott International, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Pyramid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Sage Hospitality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
White Lodging Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
95
(1)
InnVentures is a subsidiary of Highgate Hotels.
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 years ended December 31, 2024,
2023 and 2022, the Company incurred management fee expense of approximately $41.0 million,
$41.7 million and $34.7 million, respectively.
F-30

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
10. Commitments and Contingencies (continued)
Franchise Agreements
As of December 31, 2024, 57 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 years ended December 31, 2024, 2023 and 2022,
the Company incurred franchise fee expense of approximately $67.0 million, $65.7 million and $60.9 million,
respectively.
11. Equity
Common Shares of Beneficial Interest
Under the declaration of trust for the Company, there are 450,000,000 common shares authorized for
issuance.
On April 26, 2024, 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, 2024 to May 8,
2025 (the “2024 Share Repurchase Program”). During the year ended December 31, 2024, the Company
repurchased and retired 2.3 million common shares for approximately $22.0 million, of which $1.3 million
was repurchased under a share repurchase program authorized by the Company’s board of trustees in 2023,
which expired May 8, 2024, and $20.7 million was repurchased under the 2024 Share Repurchase Program.
Subsequent to December 31, 2024, the Company repurchased and retired 1.2 million common shares for
approximately $12.0 million. As of February 26, 2025, the 2024 Share Repurchase Program had a remaining
capacity of $217.3 million.
During the year ended December 31, 2023, the Company repurchased and retired 7.5 million common
shares for approximately $76.0 million.
During the year ended December 31, 2022, the Company repurchased and retired 4.9 million common
shares for approximately $57.6 million.
During the years ended December 31, 2024, 2023, and 2022, the Company declared a cash dividend of
$0.50, $0.36, and $0.12, respectively, on each common share.
Series A Preferred Shares
Under the declaration of trust for the Company, there are 50,000,000 preferred shares authorized for
issuance. 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.
During each of the years ended December 31, 2024, 2023 and 2022, the Company declared a cash
dividend of $1.95 per Series A Preferred Share.
F-31

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
11. Equity (continued)
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. As of December 31, 2024, the Operating Partnership had 154,067,408
OP units outstanding, of which 99.5% of the outstanding OP units were owned by the Company and its
subsidiaries, and the noncontrolling 0.5% ownership interest was owned by other limited partners.
As of December 31, 2024, the limited partners owned 771,831 OP units. 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. The noncontrolling interest is included in the noncontrolling interest in the Operating
Partnership on the consolidated balance sheets.
12. Equity Incentive Plan
Pursuant to the terms of the 2021 Plan, the Company may issue share-based awards to officers,
employees, non-employee trustees and other eligible persons under 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 under the 2021 Plan 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 under the 2021 Plan 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 is as follows:
2024
2023
2022
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Unvested at January 1, . . . . . . . .
2,305,303
$13.52
2,267,870
$15.32
2,380,283
$15.43
Granted . . . . . . . . . . . . . . . . . .
925,731
11.57
991,453
10.84
569,600
15.10
Vested . . . . . . . . . . . . . . . . . . .
(1,610,821)
14.20
(928,192)
15.07
(647,426)
15.65
Forfeited . . . . . . . . . . . . . . . . .
(30,924)
11.00
(25,828)
13.13
(34,587)
13.15
Unvested at December 31, . . . . .
1,589,289
$11.74
2,305,303
$13.52
2,267,870
$15.32
F-32

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
12. Equity Incentive Plan (continued)
For the years ended December 31, 2024, 2023 and 2022, the Company recognized approximately
$11.7 million, $15.4 million and $14.4 million, respectively, of share-based compensation expense related to
restricted share awards.
As of December 31, 2024, there was $10.9 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 1.7 years. The total fair value of the shares vested (calculated as the number of shares multiplied by the
vesting date share price) during the years ended December 31, 2024, 2023 and 2022 was approximately
$17.8 million, $9.9 million and $9.0 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 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 2021(1) . . . . . . . . . . . . . . .
431,151
$20.90
0% to 200%
0.23%
69.47%
February 2022 . . . . . . . . . . . . . . . .
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%
(1)
In February 2024, following the end of the measurement period, the Company met certain threshold
criterion and the performance units converted into approximately 253,000 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 year ended December 31, 2024 was approximately $3.0 million.
F-33

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
12. Equity Incentive Plan (continued)
For the years ended December 31, 2024, 2023 and 2022, the Company recognized approximately
$9.1 million, $8.9 million and $7.3 million, respectively, of share-based compensation expense related to the
performance unit awards.
As of December 31, 2024, there was $11.6 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 1.7 years.
As of December 31, 2024, there were 2,052,589 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.
13. 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 years ended December 31, 2024, 2023 and 2022, since the limited partners’ share of
income or loss 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 year ended December 31,
2024
2023
2022
Numerator:
Net income attributable to RLJ . . . . . . . . . . . . . . . . . . . .
$
68,021
$
76,405
$
41,925
Less: Preferred dividends . . . . . . . . . . . . . . . . . . . . . . . .
(25,115)
(25,115)
(25,115)
Less: Dividends paid on unvested restricted shares . . . . . . .
(895)
(882)
(284)
Less: Undistributed earnings attributable to unvested
restricted shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Net income attributable to common shareholders excluding
amounts attributable to unvested restricted shares . . . . .
$
42,011
$
50,408
$
16,526
Denominator:
Weighted-average number of common shares – basic . . . . .
152,856,036
155,928,663
161,947,807
F-34

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
13. Earnings per Common Share (continued)
For the year ended December 31,
2024
2023
2022
Unvested restricted shares . . . . . . . . . . . . . . . . . . . . . . . .
481,666
538,023
345,058
Unvested performance units . . . . . . . . . . . . . . . . . . . . . .
138,219
89,728
—
Weighted-average number of common shares – diluted
. . .
153,475,921
156,556,414
162,292,865
Net income per share attributable to common
shareholders – basic . . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.27
$
0.32
$
0.10
Net income per share attributable to common
shareholders – diluted . . . . . . . . . . . . . . . . . . . . . . . . .
$
0.27
$
0.32
$
0.10
14. Income Taxes
Current income tax expense represents the amounts expected to be reported on the Company’s income
tax returns, and deferred tax expense or benefit represents the change in the net deferred tax assets and
liabilities. The deferred tax assets and liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect
when these differences reverse.
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, 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.
For federal income tax purposes, the cash distributions to shareholders are characterized as follows:
For the Years Ended December 31,
2024
2023
2022
Common distributions:
Ordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96.2%
90.0%
72.0%
Return of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
28.0%
Capital gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.8%
—
—
Qualified dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
10.0%
—
100.0%
100.0%
100.0%
Preferred distributions:
Ordinary income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96.2%
90.0%
100.0%
Return of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Capital gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.8%
—
—
Qualified dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
10.0%
—
100.0%
100.0%
100.0%
F-35

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
14. Income Taxes (continued)
The components of the income tax provision are as follows (in thousands):
For the Years Ended December 31,
2024
2023
2022
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (181)
$ (200)
$ (162)
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,408)
(1,061)
(1,374)
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)
4
15
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2)
1
3
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,599)
$(1,256)
$(1,518)
The provision for income taxes is different from the amount of income tax expense that is determined
by applying the applicable U.S. statutory federal income tax rate to pretax income as a result of the following
differences (in thousands):
For the Years Ended December 31,
2024
2023
2022
Expected U.S. federal tax expense at statutory rate . . . . . . . . . . . . . . . .
$(14,656)
$(16,353)
$ (9,184)
Tax impact of REIT election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,295
15,443
(1,659)
Expected tax benefit (expense) at TRS . . . . . . . . . . . . . . . . . . . . . . . . .
4,639
(910)
(10,843)
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,522)
(120)
11,945
State income tax expense, net of federal benefit
. . . . . . . . . . . . . . . . . .
(83)
(1,006)
(2,861)
Other items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
367
780
241
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (1,599)
$ (1,256)
$ (1,518)
Deferred income taxes represent the tax effect from continuing operations of the differences between
the book and tax basis of the assets and liabilities. The deferred tax assets (liabilities) include the following
(in thousands):
December 31, 2024
December 31, 2023
Deferred tax liabilities:
Partnership basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (2,569)
$ (2,315)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,376)
(813)
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (3,945)
$ (3,128)
Deferred tax assets:
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,872
$
6,940
Incentive and vacation accrual . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,964
3,719
Deferred revenue – key money . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,285
1,767
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . .
45
70
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
971
892
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . .
70,855
64,275
Federal historic tax credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
824
824
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(81,858)
(75,336)
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,958
$
3,151
F-36

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
14. Income Taxes (continued)
Deferred tax assets are recognized only to the extent that it is more likely than not that they will be
realized based on the 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 would record a valuation allowance
to reduce its deferred tax assets to the amount that is most likely to be utilized in future periods to offset
taxable income. Based upon the available objective evidence at December 31, 2024, the Company determined
it was more likely than not that the deferred tax assets related to the net operating loss (“NOL”)
carryforwards of RLJ Lodging Trust Master TRS, Inc., the Company’s primary TRS, would not be utilized
in future periods. The Company considered all available evidence, both positive and negative, including
cumulative losses in recent years and its current forecast of future income in its analysis. As of December 31,
2024 and 2023, the Company had a valuation allowance of approximately $81.9 million and $75.3 million,
respectively, related to NOL carryforwards, historic tax credits, and other deferred tax assets of its TRSs.
The Company’s NOLs will begin to expire in 2024 for federal tax purposes and 2024 to 2040 for state
tax purposes. The Company’s historic tax credits begin to expire in 2035. The annual utilization of these
NOLs and tax credits is limited pursuant to federal and state tax laws.
The Company is subject to examination by U.S. federal and various state and local jurisdictions. The
tax years subject to examination vary by jurisdiction. With few exceptions, as of December 31, 2024, the
Company is no longer subject to U.S. federal or state and local tax examinations by tax authorities for the
tax years of 2020 and before.
The Company had no accruals for tax uncertainties as of December 31, 2024 and 2023.
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.
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.
F-37

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
15. Segment Information (continued)
The following table presents information about profit or loss for the hotel segment:
For the Years Ended December 31,
2024
2023
2022
Revenues
Room revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,121,586
$1,095,028
$1,002,454
Food and beverage revenue . . . . . . . . . . . . . . . . . . . . . . . . . .
153,108
141,625
117,027
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
94,746
88,924
74,181
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,369,440
1,325,577
1,193,662
Operating expenses
Room expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
288,567
277,058
253,441
Food and beverage expense . . . . . . . . . . . . . . . . . . . . . . . . . .
117,766
109,707
87,402
Management and franchise fee expense . . . . . . . . . . . . . . . . . .
107,978
107,417
95,565
Other operating expenses
. . . . . . . . . . . . . . . . . . . . . . . . . . .
363,631
340,485
308,000
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
877,942
834,667
744,408
Property tax, insurance and other . . . . . . . . . . . . . . . . . . . . . .
107,043
100,229
86,996
Other, net(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14,300)
(11,535)
(8,470)
Hotel EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 398,755
$ 402,216
$ 370,728
(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 Years Ended December 31,
2024
2023
2022
Income before income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 69,790
$ 77,873
$ 43,733
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179,431
179,103
184,875
Interest expense, net of interest income . . . . . . . . . . . . . . . . . . . . . . .
94,044
79,064
88,596
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54,804
58,998
56,330
(Gain) loss on sale of hotel properties, net . . . . . . . . . . . . . . . . . . . . .
(8,262)
34
(1,017)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,948
7,144
(1,789)
Hotel EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$398,755
$402,216
$370,728
A measure of segment assets is not currently provided to the CODM and has therefore not been
included herein.
F-38

RLJ Lodging Trust
Notes to the Consolidated Financial Statements (Continued)
16. Supplemental Information to Statements of Cash Flows (in thousands)
For the year ended December 31,
2024
2023
2022
Reconciliation of cash, cash equivalents, and restricted cash reserves
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $409,809 $516,675 $481,316
Restricted cash reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,516
38,652
55,070
Cash, cash equivalents, and restricted cash reserves . . . . . . . . . . . . . . . . . . $433,325 $555,327 $536,386
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $103,711 $ 89,827 $ 87,180
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,220 $
2,538 $
1,255
Operating cash flow lease payments for operating leases . . . . . . . . . . . . . . . $ 15,226 $ 16,899 $ 15,742
Right-of-use asset obtained in exchange for lease obligation . . . . . . . . . . . . $
— $
5,016 $
—
Right-of-use asset and lease liability adjustments due to remeasurement . . . $ (1,165) $
— $ (2,473)
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 prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $160,500 $
— $ 59,000
Application of purchase deposit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,400)
—
—
Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
892
—
1,110
Operating prorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(243)
—
(802)
Acquisitions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $158,749 $
— $ 59,308
In connection with the sales of hotel properties, the Company recorded the
following:
Sales prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,778 $
— $ 49,900
Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,116)
—
(834)
Operating prorations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(159)
—
(991)
Proceeds from sales of hotel properties, net . . . . . . . . . . . . . . . . . . . . $ 19,503 $
— $ 48,075
Supplemental non-cash transactions
Change in fair market value of designated interest rate swaps . . . . . . . . . $ (8,874) $ (17,929) $ 63,570
Accrued capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,172 $ 22,144 $ 17,645
Distributions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,634 $ 22,500 $ 14,622
17. Subsequent Events
Subsequent to December 31, 2024, the Company repurchased and retired approximately 1.2 million
common shares for approximately $12.0 million.
F-39

RLJ Lodging Trust
Schedule III — Real Estate and Accumulated Depreciation
December 31, 2024
(amounts in thousands)
Initial Costs
Costs
Capitalized
Subsequent to
Acquisition
Gross Amount at December 31, 2024
Description
Debt
Land &
Improvements
Building &
Improvements
Land,
Building &
Improvements
Land &
Improvements
Buildings &
Improvements
Total(1)
Accumulated
Depreciation
Date
Acquired
Depreciation
Life
Marriott Denver South @ Park Meadows
. . . . . . . . . . . . . . . $
—
$
5,385
$
39,488
$
4,641
$
5,393
$
44,121
$
49,514
$
20,740
2006
15 – 40 years
Marriott Louisville Downtown
. . . . . . . . . . . . . . . . . . . . .
—
—
89,541
25,423
147
114,817
114,964
50,900
2006
15 – 40 years
Marriott Chicago Midway . . . . . . . . . . . . . . . . . . . . . . . .
—
4,464
32,736
3,628
4,496
36,332
40,828
16,803
2006
15 – 40 years
Renaissance Boulder Flatiron Hotel . . . . . . . . . . . . . . . . . . .
—
4,440
32,557
10,256
4,847
42,406
47,253
17,463
2006
15 – 40 years
Renaissance Fort Lauderdale West Hotel . . . . . . . . . . . . . . . .
—
4,842
35,517
9,919
4,940
45,338
50,278
19,080
2006
15 – 40 years
Courtyard Chicago Downtown Magnificent Mile . . . . . . . . . . .
—
8,140
59,696
10,239
8,148
69,927
78,075
32,174
2006
15 – 40 years
Courtyard Indianapolis @ The Capitol . . . . . . . . . . . . . . . . .
—
2,482
18,207
4,300
2,647
22,342
24,989
9,841
2006
15 – 40 years
Courtyard Midway Airport
. . . . . . . . . . . . . . . . . . . . . . .
—
2,172
15,927
3,736
2,211
19,624
21,835
9,526
2006
15 – 40 years
Courtyard Austin Downtown Convention Center . . . . . . . . . . .
—
6,049
44,361
6,309
6,058
50,661
56,719
21,012
2007
15 – 40 years
Residence Inn Houston By The Galleria
. . . . . . . . . . . . . . . .
—
2,665
19,549
3,645
2,686
23,173
25,859
11,112
2006
15 – 40 years
Residence Inn Indianapolis Downtown On The Canal . . . . . . . . .
—
2,670
19,588
5,329
2,679
24,908
27,587
10,771
2006
15 – 40 years
Residence Inn Louisville Downtown
. . . . . . . . . . . . . . . . . .
—
1,815
13,308
3,479
1,822
16,780
18,602
6,949
2007
15 – 40 years
Residence Inn Austin Downtown Convention Center . . . . . . . . .
—
3,767
27,626
4,842
3,804
32,431
36,235
13,207
2007
15 – 40 years
Fairfield Inn & Suites Key West . . . . . . . . . . . . . . . . . . . . .
—
1,803
19,325
4,243
1,890
23,481
25,371
11,200
2006
15 – 40 years
Fairfield Inn & Suites Chicago Midway Airport . . . . . . . . . . . .
—
1,425
10,449
2,117
1,447
12,544
13,991
6,034
2006
15 – 40 years
Hampton Inn Chicago Midway Airport . . . . . . . . . . . . . . . . .
—
2,747
20,143
3,608
2,793
23,705
26,498
11,107
2006
15 – 40 years
Hilton Garden Inn Chicago Midway Airport . . . . . . . . . . . . . .
—
2,978
21,842
1,779
3,006
23,593
26,599
11,117
2006
15 – 40 years
Sleep Inn Midway Airport . . . . . . . . . . . . . . . . . . . . . . . .
—
1,189
8,718
1,955
1,225
10,637
11,862
5,389
2006
15 – 40 years
Holiday Inn Express & Suites Midway Airport . . . . . . . . . . . . .
—
1,874
13,742
3,222
1,927
16,911
18,838
7,825
2006
15 – 40 years
TGI Friday’s Chicago Midway . . . . . . . . . . . . . . . . . . . . . .
—
829
6,139
1,085
860
7,193
8,053
3,287
2006
15 – 40 years
Hampton Inn Garden City . . . . . . . . . . . . . . . . . . . . . . . .
—
5,691
22,764
3,962
5,742
26,675
32,417
11,314
2007
15 – 40 years
Courtyard Houston By The Galleria
. . . . . . . . . . . . . . . . . .
19,000
3,069
22,508
2,780
3,090
25,267
28,357
10,842
2007
15 – 40 years
F-40

Initial Costs
Costs
Capitalized
Subsequent to
Acquisition
Gross Amount at December 31, 2024
Description
Debt
Land &
Improvements
Building &
Improvements
Land,
Building &
Improvements
Land &
Improvements
Buildings &
Improvements
Total(1)
Accumulated
Depreciation
Date
Acquired
Depreciation
Life
Embassy Suites Los Angeles Downey . . . . . . . . . . . . . . . . . .
31,000
4,857
29,943
12,325
5,037
42,088
47,125
17,781
2008
15 – 40 years
Embassy Suites Tampa Downtown Convention Center . . . . . . . .
—
2,161
71,017
16,498
2,444
87,232
89,676
32,195
2010
15 – 40 years
Fairfield Inn & Suites Washington DC Downtown . . . . . . . . . . .
—
16,214
22,265
7,935
16,447
29,967
46,414
13,133
2010
15 – 40 years
Embassy Suites Fort Myers Estero
. . . . . . . . . . . . . . . . . . .
—
2,816
7,862
4,356
2,976
12,058
15,034
4,634
2010
15 – 40 years
Homewood Suites Washington DC Downtown
. . . . . . . . . . . .
—
23,139
34,188
8,648
23,758
42,217
65,975
15,367
2010
15 – 40 years
Hotel Tonnelle New Orleans, a Tribute Portfolio Hotel
. . . . . . . .
—
1,901
2,793
16,704
2,155
19,243
21,398
11,060
2010
15 – 40 years
Residence Inn National Harbor Washington DC . . . . . . . . . . . .
—
7,457
37,046
2,666
7,505
39,664
47,169
14,462
2010
15 – 40 years
Hilton Garden Inn New Orleans Convention Center
. . . . . . . . .
—
3,405
20,750
10,512
3,509
31,158
34,667
12,555
2010
15 – 40 years
Hilton Garden Inn Los Angeles Hollywood
. . . . . . . . . . . . . .
—
5,303
19,136
11,137
5,702
29,874
35,576
13,210
2010
15 – 40 years
Renaissance Pittsburgh Hotel
. . . . . . . . . . . . . . . . . . . . . .
—
3,274
39,934
12,003
3,397
51,814
55,211
19,360
2011
15 – 40 years
Courtyard Atlanta Buckhead
. . . . . . . . . . . . . . . . . . . . . .
—
2,860
21,668
6,660
2,978
28,210
31,188
10,090
2011
15 – 40 years
Embassy Suites West Palm Beach Central . . . . . . . . . . . . . . . .
—
3,656
9,614
10,623
3,923
19,970
23,893
9,348
2011
15 – 40 years
Hilton Garden Inn Pittsburgh University Place
. . . . . . . . . . . .
—
1,975
18,490
9,484
2,382
27,567
29,949
13,092
2011
15 – 40 years
Courtyard Charleston Historic District . . . . . . . . . . . . . . . . .
—
2,714
35,828
5,493
3,613
40,422
44,035
13,990
2011
15 – 40 years
Residence Inn Bethesda Downtown . . . . . . . . . . . . . . . . . . .
—
8,154
52,749
11,652
8,991
63,564
72,555
20,898
2012
15 – 40 years
Courtyard New York Manhattan Upper East Side . . . . . . . . . . .
—
20,655
60,222
9,181
21,282
68,776
90,058
23,766
2012
15 – 40 years
Hilton Garden Inn San Francisco Oakland Bay Bridge . . . . . . . .
—
11,903
22,757
18,116
12,534
40,242
52,776
12,850
2012
15 – 40 years
Embassy Suites Boston Waltham
. . . . . . . . . . . . . . . . . . . .
—
6,268
56,024
5,900
6,386
61,806
68,192
20,570
2012
15 – 40 years
Courtyard Houston Downtown Convention Center . . . . . . . . . .
—
5,799
28,953
6,068
6,106
34,714
40,820
11,322
2013
15 – 40 years
Residence Inn Houston Downtown Convention Center . . . . . . . .
—
4,674
24,913
5,204
4,882
29,909
34,791
9,713
2013
15 – 40 years
SpringHill Suites Houston Downtown Convention Center . . . . . .
—
2,382
12,756
12,539
2,574
25,103
27,677
11,434
2013
15 – 40 years
Courtyard Waikiki Beach
. . . . . . . . . . . . . . . . . . . . . . . .
—
557
79,033
17,360
855
96,095
96,950
29,925
2013
15 – 40 years
Courtyard San Francisco . . . . . . . . . . . . . . . . . . . . . . . . .
—
11,277
18,198
31,022
11,291
49,206
60,497
19,816
2013
15 – 40 years
Residence Inn Atlanta Midtown Historic . . . . . . . . . . . . . . . .
—
2,812
6,044
8,507
2,982
14,381
17,363
5,229
2013
15 – 40 years
SpringHill Suites Portland Hillsboro
. . . . . . . . . . . . . . . . . .
—
3,488
18,283
1,864
3,544
20,091
23,635
6,178
2013
15 – 40 years
Hilton Cabana Miami Beach . . . . . . . . . . . . . . . . . . . . . . .
—
25,083
40,707
13,390
25,629
53,551
79,180
14,073
2014
15 – 40 years
Hyatt House Charlotte Center City . . . . . . . . . . . . . . . . . . .
—
3,029
26,193
2,395
3,054
28,563
31,617
8,048
2014
15 – 40 years
F-41

Initial Costs
Costs
Capitalized
Subsequent to
Acquisition
Gross Amount at December 31, 2024
Description
Debt
Land &
Improvements
Building &
Improvements
Land,
Building &
Improvements
Land &
Improvements
Buildings &
Improvements
Total(1)
Accumulated
Depreciation
Date
Acquired
Depreciation
Life
Hyatt House Cypress Anaheim
. . . . . . . . . . . . . . . . . . . . .
16,000
3,995
9,164
4,067
4,378
12,848
17,226
5,161
2014
15 – 40 years
Hyatt House Emeryville San Francisco Bay Area
. . . . . . . . . . .
—
7,425
29,137
8,537
7,517
37,582
45,099
12,110
2014
15 – 40 years
Hyatt House San Diego Sorrento Mesa . . . . . . . . . . . . . . . . .
—
10,420
21,288
4,421
10,752
25,377
36,129
7,278
2014
15 – 40 years
Hyatt House San Jose Silicon Valley . . . . . . . . . . . . . . . . . . .
—
6,820
31,682
3,352
6,982
34,872
41,854
9,584
2014
15 – 40 years
Hyatt House San Ramon . . . . . . . . . . . . . . . . . . . . . . . . .
—
5,712
11,852
3,036
5,768
14,832
20,600
5,153
2014
15 – 40 years
Hyatt House Santa Clara . . . . . . . . . . . . . . . . . . . . . . . . .
—
8,044
27,703
3,576
8,052
31,271
39,323
9,337
2014
15 – 40 years
Hyatt Centric The Woodlands . . . . . . . . . . . . . . . . . . . . . .
—
5,950
16,882
2,984
5,979
19,837
25,816
5,377
2014
15 – 40 years
Hyatt Place Fremont Silicon Valley . . . . . . . . . . . . . . . . . . .
—
6,209
13,730
1,851
6,297
15,493
21,790
4,918
2014
15 – 40 years
Hyatt Place Madison Downtown
. . . . . . . . . . . . . . . . . . . .
—
6,701
25,478
1,677
6,753
27,103
33,856
7,396
2014
15 – 40 years
Embassy Suites Irvine Orange County
. . . . . . . . . . . . . . . . .
—
15,062
33,048
9,463
15,247
42,326
57,573
13,716
2014
15 – 40 years
Courtyard Portland City Center . . . . . . . . . . . . . . . . . . . . .
—
8,019
53,024
1,714
8,021
54,736
62,757
14,957
2014
15 – 40 years
Hyatt Atlanta Midtown
. . . . . . . . . . . . . . . . . . . . . . . . .
—
3,737
41,731
4,414
3,740
46,142
49,882
11,765
2014
15 – 40 years
DoubleTree Grand Key Resort
. . . . . . . . . . . . . . . . . . . . .
—
48,192
27,770
10,101
48,451
37,612
86,063
11,989
2014
15 – 40 years
Hyatt Place Washington DC Downtown K Street . . . . . . . . . . .
—
10,763
55,225
2,200
10,763
57,425
68,188
13,986
2015
15 – 40 years
Homewood Suites Seattle Lynnwood . . . . . . . . . . . . . . . . . .
19,000
3,933
30,949
1,806
4,018
32,670
36,688
7,750
2015
15 – 40 years
Residence Inn Palo Alto Los Altos
. . . . . . . . . . . . . . . . . . .
—
16,996
45,786
3,006
17,222
48,566
65,788
11,891
2015
15 – 40 years
DoubleTree Suites by Hilton Austin . . . . . . . . . . . . . . . . . . .
—
7,072
50,827
6,275
7,522
56,652
64,174
10,220
2017
15 – 40 years
DoubleTree Suites by Hilton Orlando – Lake Buena Vista
. . . . . .
—
896
44,508
9,125
1,202
53,327
54,529
9,700
2017
15 – 40 years
Embassy Suites Atlanta – Buckhead
. . . . . . . . . . . . . . . . . .
—
31,279
46,015
18,631
31,544
64,381
95,925
13,264
2017
15 – 40 years
Embassy Suites Birmingham . . . . . . . . . . . . . . . . . . . . . . .
—
10,495
33,568
2,366
10,512
35,917
46,429
6,801
2017
15 – 40 years
Embassy Suites Dallas – Love Field . . . . . . . . . . . . . . . . . . .
25,000
6,408
34,694
2,885
6,418
37,569
43,987
7,070
2017
15 – 40 years
Embassy Suites Deerfield Beach – Resort & Spa . . . . . . . . . . . .
—
7,527
56,128
20,196
8,028
75,823
83,851
13,279
2017
15 – 40 years
Embassy Suites Fort Lauderdale 17th Street . . . . . . . . . . . . . .
—
30,933
54,592
17,338
31,347
71,516
102,863
12,274
2017
15 – 40 years
Embassy Suites Los Angeles – International Airport South . . . . . .
50,000
13,110
94,733
15,853
14,225
109,471
123,696
19,406
2017
15 – 40 years
Embassy Suites Miami – International Airport . . . . . . . . . . . . .
—
14,765
18,099
9,646
15,277
27,233
42,510
5,542
2017
15 – 40 years
Embassy Suites Milpitas Silicon Valley . . . . . . . . . . . . . . . . .
—
43,157
26,399
13,727
43,370
39,913
83,283
9,777
2017
15 – 40 years
Embassy Suites Minneapolis – Airport . . . . . . . . . . . . . . . . .
—
7,248
41,202
18,243
9,787
56,906
66,693
14,553
2017
15 – 40 years
F-42

Initial Costs
Costs
Capitalized
Subsequent to
Acquisition
Gross Amount at December 31, 2024
Description
Debt
Land &
Improvements
Building &
Improvements
Land,
Building &
Improvements
Land &
Improvements
Buildings &
Improvements
Total(1)
Accumulated
Depreciation
Date
Acquired
Depreciation
Life
Embassy Suites Orlando – International Drive South/Convention
Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
4,743
37,687
2,424
5,035
39,819
44,854
7,764
2017
15 – 40 years
Embassy Suites Phoenix – Biltmore . . . . . . . . . . . . . . . . . . .
21,000
24,680
24,487
13,761
24,790
38,138
62,928
6,673
2017
15 – 40 years
Embassy Suites San Francisco Airport – South San Francisco . . . .
—
39,616
55,163
16,754
39,798
71,735
111,533
15,404
2017
15 – 40 years
Embassy Suites San Francisco Airport – Waterfront . . . . . . . . . .
—
3,698
85,270
5,279
4,485
89,762
94,247
18,729
2017
15 – 40 years
Zachari Dunes on Mandalay Beach, Curio Collection by Hilton . . .
—
35,769
53,280
31,811
37,081
83,779
120,860
16,190
2017
15 – 40 years
DoubleTree by Hilton Houston Medical Center Hotel & Suites . . . .
—
7,776
43,475
11,438
8,257
54,432
62,689
9,034
2017
15 – 40 years
Mills House Charleston, Curio Collection by Hilton
. . . . . . . . .
—
9,599
68,932
12,545
10,745
80,331
91,076
14,693
2017
15 – 40 years
San Francisco Marriott Union Square
. . . . . . . . . . . . . . . . .
—
46,773
107,841
13,672
46,882
121,404
168,286
24,652
2017
15 – 40 years
The Knickerbocker New York . . . . . . . . . . . . . . . . . . . . . .
—
113,613
119,453
5,781
114,950
123,897
238,847
22,682
2017
15 – 40 years
The Pierside Santa Monica . . . . . . . . . . . . . . . . . . . . . . . .
—
27,054
45,866
16,583
27,722
61,781
89,503
10,570
2017
15 – 40 years
Wyndham Boston Beacon Hill . . . . . . . . . . . . . . . . . . . . . .
—
126,606
51,934
2,736
126,610
54,666
181,276
31,854
2017
15 – 40 years
Wyndham New Orleans – French Quarter . . . . . . . . . . . . . . .
—
300
72,686
2,837
300
75,523
75,823
13,936
2017
15 – 40 years
Wyndham Philadelphia Historic District . . . . . . . . . . . . . . . .
—
8,367
51,914
1,417
8,630
53,068
61,698
9,935
2017
15 – 40 years
Courtyard Pittsburgh University Center
. . . . . . . . . . . . . . . .
—
154
31,625
7,497
498
38,778
39,276
6,256
2017
15 – 40 years
Wyndham San Diego Bayside . . . . . . . . . . . . . . . . . . . . . .
—
989
29,440
7,410
1,374
36,465
37,839
20,734
2017
6 years
AC Hotel Boston Downtown
. . . . . . . . . . . . . . . . . . . . . .
—
26,560
53,354
235
26,560
53,589
80,149
4,533
2021
15 – 40 years
Hampton Inn and Suites Atlanta Midtown . . . . . . . . . . . . . . .
—
5,990
48,321
56
5,993
48,374
54,367
4,144
2021
15 – 40 years
Moxy Denver Cherry Creek . . . . . . . . . . . . . . . . . . . . . . .
26,472
—
48,725
171
68
48,828
48,896
3,767
2021
15 – 40 years
The Bankers Alley Hotel, a Tapestry Collection by Hilton
. . . . . .
—
19,807
36,223
2,420
19,828
38,622
58,450
2,347
2022
15 – 40 years
Hotel Teatro – Denver
. . . . . . . . . . . . . . . . . . . . . . . . . .
—
3,433
29,718
55
3,433
29,773
33,206
432
2024
15 – 40 years
$207,472
$1,104,704
$3,481,705
$754,111
$1,130,005
$4,210,515
$5,340,520
$1,230,375
(1) The aggregate cost of real estate for federal income tax purposes was approximately $5.2 billion at December 31, 2024.
F-43

The change in the total cost of the hotel properties is as follows:
2024
2023
2022
Reconciliation of Land and Buildings and Improvements
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . .
$5,115,627
$5,033,114
$4,977,563
Add: Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159,493
—
56,030
Add: Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,903
82,513
68,012
Less: Sale of hotel properties . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18,503)
—
(68,491)
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,340,520
$5,115,627
$5,033,114
The change in the accumulated depreciation of the real estate assets is as follows:
2024
2023
2022
Reconciliation of Accumulated Depreciation
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,105,184)
$ (975,029)
$(870,741)
Add: Depreciation for the period . . . . . . . . . . . . . . . . . . . . . . .
(132,718)
(130,155)
(125,203)
Less: Sale of hotel properties . . . . . . . . . . . . . . . . . . . . . . . . . .
7,527
—
20,915
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,230,375)
$(1,105,184)
$(975,029)
F-44


EXECUTIVE OFFICERS
©2025 RLJ Lodging Trust  Design: FCI Creative  Bethesda, MD  www.fcicreative.com
ROBERT L. JOHNSON
Executive Chairman of the Board
RLJ Lodging Trust
LESLIE D. HALE
President and 
Chief Executive Officer 
RLJ Lodging Trust
SENATOR EVAN BAYH
Senior Advisor 
Apollo Global Management
Former U.S. Senator and Governor
State of Indiana
ARTHUR R. COLLINS
Managing Partner
theGROUP
NATHANIEL A. DAVIS
Former Executive Chairman
Stride, Inc. 
PATRICIA L. GIBSON
Co-Founder and 
Chief Executive Officer
Banner Oak Capital Partners
ROBERT M. LA FORGIA
Founder, Principal
and Chief Executive Officer
Apertor Hospitality, LLC
ROBERT J. MCCARTHY
Chairman
Hotel Development Partners
Chairman
McCarthy Investments, LLC
ROBIN ZEIGLER 
Chief Executive Officer 
and Co-Founder
MURAL Real Estate Partners, Inc.
Corporate Address
RLJ Lodging Trust
7373 Wisconsin Avenue
Suite 1500
Bethesda, MD 20814
(301) 280-7777
(301) 280-7750 (fax)
Visit our website at:
www.rljlodgingtrust.com
Independent Auditors
PricewaterhouseCoopers, LLP
Washington, DC
Legal Counsel
Hogan Lovells US LLP
Washington, DC
Transfer Agent
EQ Shareowner Services
1110 Centre Pointe Curve
Suite 101
Mendota Heights, MN 55120
(800) 468-9716 or for outside 
the U.S. (651) 450-4064
SEC Form 10-K and 
Other Information
Requests for additional copies 
of the Company’s 2024 Annual 
Report on Form 10-K, charters of 
the board committees, code of 
ethics and corporate governance 
guidelines are made available on 
our website or in print (which will 
be provided free of charge) by 
sending requests to:
RLJ Lodging Trust 
Investor Relations Department
7373 Wisconsin Avenue, Suite 1500
Bethesda, MD 20814
Annual Meeting 
of Shareholders
The Annual Meeting of 
Shareholders will be held on 
Friday, April 25th, 2025 at 1:00 pm 
Eastern Time in a virtual format 
through a live webcast 
Stock Listing
RLJ Lodging Trust is traded on 
the New York Stock Exchange 
under the symbol RLJ
ROBERT L. JOHNSON
Executive Chairman
LESLIE D. HALE
President and 
Chief Executive Officer
SEAN M. MAHONEY
Executive Vice President and 
Chief Financial Officer
THOMAS BARDENETT
Executive Vice President and 
Chief Operating Officer
CHAD D. PERRY
Executive Vice President, 
General Counsel and 
Corporate Secretary
BOARD OF TRUSTEES
COMPANY INFORMATION

7373 Wisconsin Avenue, Suite 1500, Bethesda, MD 20814
rljlodgingtrust.com