Core Points - Summit Hotel Properties, Inc. has declared a cash dividend of $0.08 per share for the third quarter ended September 30, 2025, representing an annualized dividend yield of 6.1% based on the closing price on October 30, 2025 [1] - The Board has also declared cash dividends for its preferred stock, including $0.390625 per share for the 6.25% Series E Cumulative Redeemable Preferred Stock and $0.3671875 per share for the 5.875% Series F Cumulative Redeemable Preferred Stock, both for the period ending November 30, 2025 [2] - Additionally, a cash distribution of $0.328125 per unit has been authorized for the operating partnership's unregistered 5.25% Series Z Cumulative Perpetual Preferred Units for the distribution period ending November 30, 2025 [3] Company Overview - Summit Hotel Properties, Inc. is a publicly-traded real estate investment trust focused on owning premium-branded lodging properties primarily in the Upscale segment of the lodging industry [4] - As of September 30, 2025, the company's portfolio consists of 97 assets, including 53 wholly owned properties, with a total of 14,577 guestrooms located across 25 states [4]

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Group 1 - The company, Summit Hotel Properties, Inc., will report its financial results for Q3 2025 on November 4, 2025, after market close [1] - A quarterly conference call is scheduled for November 5, 2025, at 9:00 AM ET [1][6] - As of September 23, 2025, the company's portfolio includes 97 assets, with 53 wholly owned properties and a total of 14,577 guestrooms across 25 states [2]

Core Points - Ashford Hospitality Trust has signed a definitive agreement to sell the Residence Inn San Diego Sorrento Mesa for $42.0 million, equating to $280,000 per room, with the sale expected to close in October 2025 [1][3] - The sale price reflects a capitalization rate of 5.7% on net operating income when adjusted for anticipated capital expenditures of $16.0 million, or a multiple of 15.3 times Hotel EBITDA for the twelve months ending July 31, 2025 [2] - Excluding anticipated capital expenditures, the sale price represents a 7.9% capitalization rate on net operating income or a multiple of 11.1 times Hotel EBITDA for the same period [2] - The transaction aligns with the company's strategy to deleverage its portfolio and enhance shareholder value, providing increased financial flexibility [3]

Financial Data and Key Metrics Changes - Same store RevPAR declined 3.6%, driven by a 3.3% decline in average daily rate [5][9] - Second quarter occupancy was 78%, representing the second highest nominal occupancy in the past five years [6] - Year-to-date operating expenses increased 1.5% on relatively flat occupancy, limiting EBITDA margin contraction to 160 basis points year over year [11][27] - Second quarter adjusted EBITDA was $50.9 million, and adjusted FFO was $32.7 million or $0.27 per share [27][33] Business Line Data and Key Metrics Changes - RevPAR index grew by nearly 150 basis points to 115%, with the NCI portfolio achieving a 114% index, reflecting successful revenue strategies [10] - Food and beverage revenues increased 93% due to re-concepting efforts and new fee implementations [24] - Contract labor costs declined by 13% on both a nominal and per occupied room basis compared to the previous year [26] Market Data and Key Metrics Changes - San Francisco and Chicago saw RevPAR increases of 18% and 10% respectively, driven by resilient group and business transient demand [19] - Orlando's RevPAR increased by 9%, supported by leisure demand following the opening of a new theme park [20] - Government-related demand declined over 20% year over year, impacting overall performance [8] Company Strategy and Development Direction - The company plans to continue share repurchase activities funded by asset sales, with two hotels under contract for sale [12][74] - Emphasis on managing expenses aggressively to mitigate the effects of lost revenue on per share metrics [15][65] - The company is optimistic about future demand stabilization and pricing environment due to limited new hotel supply growth [17][51] Management's Comments on Operating Environment and Future Outlook - Management expects operating trends to improve in the fourth quarter, driven by demand stabilization and a stronger convention calendar [15][63] - Current forecasts for the third quarter reflect a RevPAR decline of approximately 3%, with expectations for improvements in August and September [14][33] - Management remains confident in the long-term outlook for the industry despite near-term macroeconomic uncertainties [33] Other Important Information - The company has reduced its full-year capital expenditure guidance to $60 million to $65 million on a pro-rata basis [33] - The Board of Directors declared a quarterly common dividend of $0.08 per share, representing a dividend yield of over 6% [32] Q&A Session Summary Question: Inquiry about buybacks in the quarter - Management indicated that the timing of buybacks was influenced by cash flow management and market conditions, with a focus on opportunistic usage going forward [38][39] Question: Transition of management and its impact - Management confirmed that the economics remain similar post-transition, primarily aimed at focusing operations [40] Question: Changes in demand segmentation - Management noted pressure in higher-rated segments, with a shift towards advanced purchase business to build demand [45][46] Question: Stability of government demand - Management observed stabilization in government demand after a rapid contraction, expecting it to remain stable at lower levels [79] Question: Lower CapEx guidance - Management explained that the reduction is related to timing and the decision to sell assets needing significant renovations rather than renovating them [80] Question: Future pricing power and demand trends - Management emphasized that overall better demand trends across all segments are necessary for improved pricing power [82][83]

Core Viewpoint - Summit Hotel Properties reported quarterly funds from operations (FFO) of $0.27 per share, exceeding the Zacks Consensus Estimate of $0.26 per share, but down from $0.29 per share a year ago [1][2] Financial Performance - The FFO surprise for the quarter was +3.85%, and the company has surpassed consensus FFO estimates in all four of the last quarters [2] - Revenues for the quarter were $192.92 million, missing the Zacks Consensus Estimate by 1.68%, compared to $193.9 million in the same quarter last year [3] - The company has topped consensus revenue estimates two times over the last four quarters [3] Stock Performance - Summit Hotel Properties shares have declined approximately 26.1% year-to-date, while the S&P 500 has gained 7.6% [4] - The stock currently holds a Zacks Rank 5 (Strong Sell), indicating expectations of underperformance in the near future [7] Future Outlook - The current consensus FFO estimate for the upcoming quarter is $0.22 on revenues of $183.58 million, and for the current fiscal year, it is $0.89 on revenues of $744.69 million [8] - The estimate revisions trend prior to the earnings release was unfavorable, which may impact future stock movements [6][7] Industry Context - The REIT and Equity Trust - Other industry is currently in the top 40% of over 250 Zacks industries, suggesting a favorable outlook compared to the bottom 50% [9]

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, changes in equity, and cash flows, along with detailed explanatory notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%E2%80%94%20June%2030%2C%202025%20(Unaudited)%20and%20December%2031%2C%202024) Condensed Consolidated Balance Sheets Data | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :--------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | | Total assets | $2,868,170 | $2,896,230 | $(28,060) | | Total liabilities | $1,538,989 | $1,511,184 | $27,805 | | Total equity | $1,278,962 | $1,334,827 | $(55,865) | | Investments in lodging property, net | $2,722,459 | $2,746,765 | $(24,306) | | Debt, net of debt issuance costs | $1,425,799 | $1,396,710 | $29,089 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)%20%E2%80%94%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Condensed Consolidated Statements of Operations Data | Metric (in thousands, except per share) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (3 Months) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (6 Months) | | :-------------------------------------- | :--------------------------- | :--------------------------- | :---------------- | :--------------------------- | :--------------------------- | :---------------- | | Total revenues | $192,917 | $193,903 | $(986) | $377,395 | $382,045 | $(4,650) | | Total expenses | $170,153 | $166,036 | $4,117 | $334,805 | $330,764 | $4,041 | | Operating income | $22,684 | $56,209 | $(33,525) | $42,511 | $79,698 | $(37,187) | | Net (loss) income attributable to common stockholders | $(1,612) | $30,849 | $(32,461) | $(6,296) | $28,733 | $(35,029) | | Basic (loss) income per common share | $(0.02) | $0.29 | $(0.31) | $(0.06) | $0.27 | $(0.33) | [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20(Unaudited)%20%E2%80%94%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Condensed Consolidated Statements of Comprehensive (Loss) Income Data | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (3 Months) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (6 Months) | | :-------------------------------------- | :--------------------------- | :--------------------------- | :---------------- | :--------------------------- | :--------------------------- | :---------------- | | Net income | $2,037 | $38,698 | $(36,661) | $2,660 | $41,531 | $(38,871) | | Changes in fair value of derivative financial instruments | $(2,418) | $(563) | $(1,855) | $(6,085) | $5,133 | $(11,218) | | Comprehensive (loss) income attributable to common stockholders | $(3,665) | $30,312 | $(33,977) | $(11,328) | $32,198 | $(43,526) | [Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity%20and%20Redeemable%20Non-controlling%20Interests%20(Unaudited)%20%E2%80%94%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Condensed Consolidated Statements of Changes in Equity and Redeemable Non-controlling Interests Data | Metric (in thousands) | Balance at Dec 31, 2024 | Balance at Jun 30, 2025 | Change | | :-------------------------------------- | :---------------------- | :---------------------- | :----- | | Total Stockholders' Equity | $909,545 | $895,146 | $(14,399) | | Non-controlling interests | $425,282 | $383,816 | $(41,466) | | Total Equity | $1,334,827 | $1,278,962 | $(55,865) | - Repurchased **3,585,179 common shares** for an aggregate purchase price of **$15.4 million** during the six months ended June 30, 2025[19](index=19&type=chunk) - Common stock outstanding increased from **108,435,663 shares** at December 31, 2024, to **108,811,508 shares** at June 30, 2025, primarily due to Common Unit redemptions and equity-based compensation grants, partially offset by repurchases[19](index=19&type=chunk)[119](index=119&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)%20%E2%80%94%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Condensed Consolidated Statements of Cash Flows Data | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :-------------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash provided by operating activities | $74,686 | $78,475 | $(3,789) | | Net cash (used in) provided by investing activities | $(39,102) | $50,658 | $(89,760) | | Net cash used in financing activities | $(35,718) | $(124,262) | $88,544 | | Net change in cash, cash equivalents and restricted cash | $(134) | $4,871 | $(5,005) | [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) [NOTE 1 - DESCRIPTION OF BUSINESS](index=13&type=section&id=NOTE%201%20-%20DESCRIPTION%20OF%20BUSINESS) The company operates as a self-managed lodging property investment REIT, with a portfolio of 97 properties across 25 states, primarily under premium franchise brands - The company operates as a **self-managed lodging property investment company** and has elected to be taxed as a **REIT**[23](index=23&type=chunk)[26](index=26&type=chunk) - As of June 30, 2025, the portfolio includes **97 lodging properties** with **14,577 guestrooms** located in **25 states**[24](index=24&type=chunk) - **86% of guestrooms** are located in the top 50 metropolitan statistical areas (MSAs), and **over 99%** operate under premium franchise brands (Marriott, Hilton, Hyatt, IHG)[25](index=25&type=chunk) [NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=NOTE%202%20-%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Financial statements are prepared under U.S. GAAP, requiring estimates and assumptions, with consolidation of controlled entities and a change to the discrete effective tax rate method for interim periods - Financial statements are prepared under **U.S. GAAP** for interim information, requiring estimates and assumptions that affect reported amounts[27](index=27&type=chunk)[30](index=30&type=chunk) - The company consolidates entities where it has a **controlling financial interest**, including joint ventures where it exercises primary control and owns a majority of equity interests[28](index=28&type=chunk)[29](index=29&type=chunk) - For the three and six months ended June 30, 2025, the company utilized the **discrete effective tax rate method** for interim income tax provision, a change from the historical annual effective tax rate method due to potential significant changes in estimated ordinary income (loss)[44](index=44&type=chunk)[153](index=153&type=chunk) [NOTE 3 - INVESTMENTS IN LODGING PROPERTY, NET](index=17&type=section&id=NOTE%203%20-%20INVESTMENTS%20IN%20LODGING%20PROPERTY%2C%20NET) This note details the composition of lodging property investments, including buildings, land, equipment, and intangible assets, net of depreciation and amortization Investments in Lodging Property, Net Details | Asset Category (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Lodging buildings and improvements | $2,898,939 | $2,867,256 | | Land | $416,200 | $415,574 | | Furniture, fixtures and equipment | $302,061 | $296,476 | | Construction in progress | $43,328 | $35,294 | | Intangible assets | $32,267 | $32,267 | | Real estate development loan | $4,576 | $4,576 | | Less accumulated depreciation and amortization | $(974,912) | $(904,678) | | **Total Investments in lodging property, net** | **$2,722,459** | **$2,746,765** | - Sold an undeveloped land parcel in San Antonio, TX for **$1.3 million** in February 2025, approximating its carrying amount[49](index=49&type=chunk) - Completed the sale of two New Orleans lodging properties in April 2024 for **$73 million**, resulting in a gain of approximately **$28.3 million**[50](index=50&type=chunk) [NOTE 4 - INVESTMENT IN REAL ESTATE LOANS](index=19&type=section&id=NOTE%204%20-%20INVESTMENT%20IN%20REAL%20ESTATE%20LOANS) This note describes the company's mezzanine financing loan to Onera for a glamping property development and its associated purchase option - Provided a **$4.6 million mezzanine financing loan** to Onera for a glamping property development, fully funded as of June 30, 2025, with the loan extended for an additional 12 months[55](index=55&type=chunk) - Holds an option to purchase **90% of the equity** of the Onera property, which became exercisable in September 2024, with an estimated fair value of **$0.9 million**[57](index=57&type=chunk)[58](index=58&type=chunk) [NOTE 5 - DEBT](index=19&type=section&id=NOTE%205%20-%20DEBT) This note details the company's debt structure, including revolving debt, term loans, convertible notes, and mortgage loans, along with recent refinancing activities Debt Composition | Debt Category (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Revolving debt | $150,000 | $135,000 | | Term loans | $921,037 | $921,037 | | Convertible notes | $287,500 | $287,500 | | Mortgage loans | $76,166 | $64,470 | | **Total Debt, net of debt issuance costs** | **$1,425,799** | **$1,396,710** | - The weighted-average interest rate, after giving effect to interest rate derivatives, was **5.03%** at June 30, 2025, up from **5.01%** at December 31, 2024[61](index=61&type=chunk) - Closed a **$275 million delayed draw term loan** in March 2025 to refinance a significant portion of outstanding convertible notes maturing in February 2026; no amounts were drawn as of June 30, 2025[60](index=60&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - In July 2025, a new **$400 million senior unsecured term loan** refinanced and replaced the GIC Joint Venture Term Loan, extending its initial maturity to July 2028 (fully extended to July 2030)[100](index=100&type=chunk)[101](index=101&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) [NOTE 6 - LEASES](index=26&type=section&id=NOTE%206%20-%20LEASES) This note outlines the company's operating lease terms and costs, including the weighted-average lease term and incremental borrowing rate - Operating leases have remaining terms of **one year to 73 years**, with a weighted-average operating lease term of approximately **31.4 years** at June 30, 2025[107](index=107&type=chunk) - The weighted-average incremental borrowing rate for leases was **4.8%** at June 30, 2025[107](index=107&type=chunk) Operating Lease Costs and Cash Payments | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total operating lease cost | $1,100 | $1,100 | $2,300 | $2,300 | | Cash payments on operating leases | $1,100 | $1,000 | $2,100 | $2,000 | [NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING](index=27&type=section&id=NOTE%207%20-%20DERIVATIVE%20FINANCIAL%20INSTRUMENTS%20AND%20HEDGING) This note details the company's use of interest rate swaps to manage market risk, converting variable-rate debt to fixed rates Derivative Financial Instruments Summary | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Notional Amount of Interest Rate Swaps | $683,000 | $625,000 | | Fair Value of Interest Rate Swaps (Asset) | $5,488 | $11,573 | | Fair Value of Interest Rate Swaps (Liability) | $347 | — | - At June 30, 2025, approximately **75% of total pro rata indebtedness** had fixed interest rates when taking into consideration interest rate swaps[112](index=112&type=chunk)[241](index=241&type=chunk) - An estimated **$4.3 million** will be reclassified from Accumulated other comprehensive income and recorded as a decrease to Interest expense in the next 12 months[116](index=116&type=chunk) [NOTE 8 - EQUITY](index=28&type=section&id=NOTE%208%20-%20EQUITY) This note provides details on common stock activity, including outstanding shares, redemptions, repurchases, and equity plan grants Common Stock Activity | Common Stock Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | | Beginning shares outstanding | 108,435,663 | 107,593,373 | | Common Unit redemptions | 2,923,797 | 310 | | Repurchases of Common Stock | (3,585,179) | — | | Grants under Equity Plan | 1,269,495 | 1,055,544 | | Shares acquired for employee withholding | (239,383) | (144,654) | | **Ending shares outstanding** | **108,811,508** | **108,276,243** | - The Board of Directors authorized a **$50 million share repurchase program** in April 2025; **$15.4 million** was used to repurchase **3,585,179 shares** by June 30, 2025, leaving approximately **$34.6 million** available[123](index=123&type=chunk)[124](index=124&type=chunk) [NOTE 9 - NON-CONTROLLING INTERESTS AND REDEEMABLE NON-CONTROLLING INTERESTS](index=29&type=section&id=NOTE%209%20-%20NON-CONTROLLING%20INTERESTS%20AND%20REDEEMABLE%20NON-CONTROLLING%20INTERESTS) This note describes the ownership of Common Units by unaffiliated third parties, the GIC Joint Venture, and Series Z Preferred Units - Unaffiliated third parties collectively owned **13,009,276 Common Units** at June 30, 2025, representing approximately **11%** of the outstanding Common Units[126](index=126&type=chunk) - The GIC Joint Venture, in which the company holds a **51% controlling interest**, owns **41 lodging properties** containing **5,732 guestrooms**[129](index=129&type=chunk) - Redeemable non-controlling interests include **2,000,000 Series Z Preferred Units** issued in connection with the NCI Transaction, recorded as temporary equity[134](index=134&type=chunk) [NOTE 10 - FAIR VALUE MEASUREMENT](index=31&type=section&id=NOTE%2010%20-%20FAIR%20VALUE%20MEASUREMENT) This note provides fair value measurements for financial instruments, including interest rate swaps and the Onera Purchase Option, categorized by hierarchy level Fair Value Measurements of Financial Instruments | Financial Instrument (in thousands) | Fair Value at June 30, 2025 | Fair Value at December 31, 2024 | Fair Value Hierarchy Level | | :---------------------------------- | :-------------------------- | :------------------------------ | :------------------------- | | Interest rate swaps (Assets) | $5,835 | $11,573 | Level 2 | | Onera Purchase Option (Assets) | $931 | $931 | Level 3 | | Interest rate swaps (Liabilities) | $347 | — | Level 2 | - The Onera Purchase Option's fair value is estimated using the **Black-Scholes model**, with key inputs including an exercise price of **$8,206 thousand**, expected volatility of **52.20%**, and a risk-free rate of **4.15%**[136](index=136&type=chunk) [NOTE 11 - COMMITMENTS AND CONTINGENCIES](index=31&type=section&id=NOTE%2011%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines franchise agreement fee structures, management fees, and confirms no material adverse legal actions are pending - Franchise agreements typically require fees ranging from **3% to 6% of room revenue**, plus marketing fees up to **4%**[137](index=137&type=chunk) Franchise and Management Fees | Expense Category (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Franchise fees | $15,000 | $14,200 | $28,800 | $27,600 | | Management fees | $4,400 | $4,400 | $8,900 | $9,300 | - There are currently no pending legal actions that the company believes would have a material adverse effect on its consolidated financial position or results of operations[139](index=139&type=chunk)[249](index=249&type=chunk) [NOTE 12 - EQUITY-BASED COMPENSATION](index=32&type=section&id=NOTE%2012%20-%20EQUITY-BASED%20COMPENSATION) This note details the vesting schedules for time-based and performance-based restricted stock awards and the total equity-based compensation expense - Time-based restricted stock awards generally vest over a **three-year period** (**25%** on the first and second anniversary, **50%** on the third anniversary)[142](index=142&type=chunk)[143](index=143&type=chunk) - Performance-based restricted stock awards generally vest over a **three-year period** based on total shareholder return relative to the Dow Jones U.S. Hotels Index[146](index=146&type=chunk) Equity-Based Compensation Expense | Expense Category (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Time-based restricted stock | $982 | $618 | $1,909 | $1,488 | | Performance-based restricted stock | $1,031 | $1,250 | $2,020 | $2,228 | | Director stock | $776 | $767 | $776 | $767 | | **Total Equity-Based Compensation Expense** | **$2,789** | **$2,635** | **$4,705** | **$4,483** | - Unrecognized equity-based compensation expense for all non-vested awards was **$14.4 million** at June 30, 2025, to be recorded through 2028[151](index=151&type=chunk) [NOTE 13 - INCOME TAXES](index=34&type=section&id=NOTE%2013%20-%20INCOME%20TAXES) This note explains the company's REIT tax status, the taxability of its Taxable REIT Subsidiaries, and the valuation allowance recorded against deferred tax assets - As a **REIT**, the company is generally not subject to corporate-level income taxes on taxable income distributed to stockholders[152](index=152&type=chunk) - Income related to **Taxable REIT Subsidiaries (TRSs)** is subject to federal, state, and local taxes at applicable corporate tax rates[153](index=153&type=chunk) - A valuation allowance of **$2.2 million** was recorded against a portion of deferred tax assets at June 30, 2025, due to uncertainty of their realizability[154](index=154&type=chunk) [NOTE 14 - EARNINGS PER SHARE](index=35&type=section&id=NOTE%2014%20-%20EARNINGS%20PER%20SHARE) This note presents basic and diluted earnings per share and explains the exclusion of anti-dilutive securities from diluted EPS calculations Earnings Per Share Data | EPS Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Basic (loss) income per common share | $(0.02) | $0.29 | $(0.06) | $0.27 | | Diluted (loss) income per common share | $(0.02) | $0.23 | $(0.06) | $0.21 | - Potentially dilutive securities (equity-based compensation awards, convertible debt, Operating Partnership units) were excluded from diluted EPS calculation for the three and six months ended June 30, 2025, as their inclusion would have been anti-dilutive[157](index=157&type=chunk) [NOTE 15 - SUPPLEMENTAL CASH FLOW INFORMATION](index=36&type=section&id=NOTE%2015%20-%20SUPPLEMENTAL%20CASH%20FLOW%20INFORMATION) This note provides additional cash flow details, including cash payments for interest, accrued improvements, and income taxes Supplemental Cash Flow Information | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | | Cash payments for interest | $37,908 | $42,619 | | Accrued improvements to lodging properties | $8,101 | $10,054 | | Cash payments for income taxes, net of refunds | $1,099 | $1,377 | [NOTE 16 - SEGMENT INFORMATION](index=36&type=section&id=NOTE%2016%20-%20SEGMENT%20INFORMATION) The company operates as a single reportable segment focused on lodging property investments, with performance assessed by Hotel EBITDA, revenue, and RevPAR - The company has determined it has **one reportable segment** for activities related to investing in lodging properties, as all properties have similar economic characteristics, facilities, and services[160](index=160&type=chunk) - Segment performance is assessed primarily based on **Hotel EBITDA**, total revenue, revenue per available room (**RevPAR**), average daily rate (**ADR**), and occupancy[161](index=161&type=chunk) Segment Performance Metrics | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $192,917 | $193,903 | $377,395 | $382,045 | | Total lodging property expenses | $124,614 | $120,874 | $243,465 | $240,492 | | **Hotel EBITDA** | **$68,303** | **$73,029** | **$133,930** | **$141,553** | [NOTE 17 - SUBSEQUENT EVENTS](index=37&type=section&id=NOTE%2017%20-%20SUBSEQUENT%20EVENTS) This note reports on quarterly cash dividends declared and the refinancing of the GIC Joint Venture Term Loan in July 2025 - On August 1, 2025, the Board of Directors declared quarterly cash dividends and distributions of **$0.08 per share** on common stock and common units, payable August 29, 2025[163](index=163&type=chunk) - In July 2025, the company closed a new **$400 million senior unsecured term loan** that refinanced and replaced the GIC Joint Venture Term Loan, extending its initial maturity to July 2028 (fully extended to July 2030)[164](index=164&type=chunk)[165](index=165&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, covering business strategy, industry trends, portfolio activity, operating results, non-GAAP measures, liquidity, critical accounting policies, and cybersecurity risk management [Overview](index=40&type=section&id=Overview) Summit Hotel Properties, Inc. is a self-managed REIT focused on lodging property investments, holding controlling interests in three joint ventures and having an active share repurchase program - Summit Hotel Properties, Inc. is a **self-managed lodging property investment company (REIT)** focused on efficient operating models, with **97 properties (14,577 guestrooms)** in **25 states**, primarily under premium franchise brands[172](index=172&type=chunk)[174](index=174&type=chunk) - As of June 30, 2025, the company owned approximately **89% of the Operating Partnership's common units** and held controlling interests in three joint ventures (GIC, Brickell, Onera)[172](index=172&type=chunk) - A **$50 million share repurchase program** was authorized in April 2025; **$15.4 million** was used to repurchase **3,585,179 shares** by June 30, 2025, with **$34.6 million** remaining[177](index=177&type=chunk)[178](index=178&type=chunk) [Industry Trends and Outlook](index=42&type=section&id=Industry%20Trends%20and%20Outlook) U.S. lodging industry demand correlates with macroeconomic trends, experiencing a modest revenue decline in H1 2025, but maintaining a favorable medium- to long-term outlook for RevPAR growth - U.S. lodging industry demand is generally correlated to macroeconomic trends such as **GDP, corporate profits, and employment**[179](index=179&type=chunk) - The company experienced a **modest same-store revenue decline** in the first six months of 2025 due to reduced government-related and inbound international travel, leading to near-term pricing pressure[180](index=180&type=chunk) - The medium- and long-term outlook for the industry remains **favorable**, with forecasted room night demand growth and increases in average daily rate, coupled with minimal supply growth, expected to drive **RevPAR growth**[180](index=180&type=chunk) [Our Lodging Property Portfolio](index=43&type=section&id=Our%20Lodging%20Property%20Portfolio) The company's portfolio comprises 97 lodging properties with 14,577 guestrooms, predominantly under Marriott, Hilton, and Hyatt brands, with ongoing capital recycling efforts Lodging Property Portfolio by Chain Scale | Chain Scale (STR Global) | Number of Lodging Properties | Number of Guestrooms | | :----------------------- | :--------------------------- | :------------------- | | Upper-upscale | 6 | 953 | | Upscale | 74 | 11,296 | | Upper-midscale | 15 | 2,248 | | Independent | 2 | 80 | | **Total** | **97** | **14,577** | - Marriott, Hilton, and Hyatt brands account for the majority of the portfolio, with **49, 25, and 16 properties** respectively[181](index=181&type=chunk) - The company continuously evaluates opportunities to acquire additional properties and recycle capital through dispositions to refine its portfolio and drive value[182](index=182&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) [Comparison of Q2 2025 with Q2 2024](index=44&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20with%20the%20Three%20Months%20Ended%20June%2030%2C%202024) Total revenues slightly decreased, while total expenses increased, leading to a significant decline in operating income primarily due to asset disposal losses compared to prior year gains Q2 2025 vs Q2 2024 Operating Results | Metric (in thousands, except ADR/RevPAR) | Q2 2025 Total Portfolio | Q2 2024 Total Portfolio | Q2 2025 Same-Store | Q2 2024 Same-Store | | :--------------------------------------- | :---------------------- | :---------------------- | :----------------- | :----------------- | | Total Revenues | $192,917 | $193,903 | $186,945 | $191,882 | | Total Expenses | $106,497 | $103,153 | $103,446 | $101,329 | | Occupancy | 77.7% | 77.7% | 77.6% | 77.9% | | ADR | $165.70 | $170.49 | $165.04 | $170.60 | | RevPAR | $128.79 | $132.41 | $128.07 | $132.89 | - Room revenues for the total portfolio decreased by **$2.4 million (1.4%)**, driven by a **$6.2 million decrease** in same-store revenues due to reduced government-related and inbound international travel[187](index=187&type=chunk) - Operating income decreased by **$33.5 million**, primarily due to a **$(80) thousand loss on disposal of assets** in Q2 2025 compared to a **$28.3 million gain** in Q2 2024[13](index=13&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) [Comparison of H1 2025 with H1 2024](index=47&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20with%20the%20Six%20Months%20Ended%20June%2030%2C%202024) Total revenues and operating income declined for the first half of 2025, primarily due to decreased same-store room revenues and a shift from asset disposal gains to losses H1 2025 vs H1 2024 Operating Results | Metric (in thousands, except ADR/RevPAR) | H1 2025 Total Portfolio | H1 2024 Total Portfolio | H1 2025 Same-Store | H1 2024 Same-Store | | :--------------------------------------- | :---------------------- | :---------------------- | :----------------- | :----------------- | | Total Revenues | $377,395 | $382,045 | $368,285 | $372,301 | | Total Expenses | $207,542 | $203,589 | $202,160 | $197,958 | | Occupancy | 75.0% | 74.7% | 75.1% | 74.9% | | ADR | $169.22 | $171.57 | $169.36 | $171.64 | | RevPAR | $126.90 | $128.09 | $127.17 | $128.65 | - Room revenues for the total portfolio decreased by **$6.1 million (1.8%)**, driven by a **$5.6 million decrease** in same-store room revenues due to reduced government-related and inbound international travel[195](index=195&type=chunk) - Operating income decreased by **$37.2 million**, primarily due to a **$(79) thousand loss on disposal of assets** in H1 2025 compared to a **$28.4 million gain** in H1 2024[13](index=13&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk) [Non-GAAP Financial Measures](index=51&type=section&id=Non-GAAP%20Financial%20Measures) [FFO and AFFO](index=51&type=section&id=FFO%20and%20AFFO) Funds From Operations (FFO) and Adjusted Funds From Operations (AFFO) applicable to common shares and common units both decreased for the three and six months ended June 30, 2025 FFO and AFFO Performance | Metric (in thousands, except per share/unit) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | FFO applicable to common shares and Common Units | $26,886 | $34,934 | $50,082 | $60,422 | | AFFO applicable to common shares and Common Units | $32,707 | $36,370 | $60,066 | $66,366 | | FFO per share of common share/Common Unit | $0.22 | $0.28 | $0.40 | $0.49 | | AFFO per common share/Common Unit | $0.27 | $0.29 | $0.49 | $0.54 | - AFFO applicable to common shares and Common Units decreased by **$3.7 million (10.1%)** for the three months and **$6.3 million (9.5%)** for the six months ended June 30, 2025, primarily due to lower Hotel EBITDA from declining same-store RevPAR and the net effect of property acquisitions and dispositions[208](index=208&type=chunk) [EBITDA, EBITDAre and Adjusted EBITDAre](index=53&type=section&id=EBITDA%2C%20EBITDAre%20and%20Adjusted%20EBITDAre) EBITDA, EBITDAre, and Adjusted EBITDAre all decreased for both the three and six months ended June 30, 2025, primarily due to lower Hotel EBITDA EBITDA, EBITDAre, and Adjusted EBITDAre Performance | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | EBITDA | $60,970 | $98,097 | $119,420 | $159,371 | | EBITDAre | $61,050 | $69,755 | $119,499 | $130,954 | | Adjusted EBITDAre | $50,919 | $55,920 | $95,926 | $104,721 | - Adjusted EBITDAre decreased by **$5.0 million (8.9%)** for the three months and **$8.8 million (8.4%)** for the six months ended June 30, 2025, primarily due to lower Hotel EBITDA from declining same-store RevPAR and the net effect of property acquisitions and dispositions[214](index=214&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) The company manages short-term obligations through operating cash flows, property sales, and debt financing, with virtually no debt maturities until 2028 following recent refinancings - Short-term cash obligations primarily consist of operating expenses, recurring maintenance and capital expenditures, interest payments, and dividends/distributions[215](index=215&type=chunk) - Primary sources of cash are operating cash flows, sales of lodging properties, and debt financing, including available balances on revolving loans[217](index=217&type=chunk) - The company has virtually **no debt maturities until 2028** and an average length to maturity of approximately **4.0 years**, following recent refinancings including a **$275 million delayed draw term loan** and a new **$400 million GIC Joint Venture Term Loan**[219](index=219&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk) - Capital expenditures for the six months ended June 30, 2025, were **$34.6 million** on a consolidated basis (**$29.8 million pro rata**), with an anticipated **$60 million to $65 million** for the full year 2025[233](index=233&type=chunk) [Critical Accounting Policies](index=58&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies are detailed in Note 2 to the Condensed Consolidated Financial Statements and the Annual Report on Form 10-K - Critical accounting policies are detailed in **“Note 2 - Basis of Presentation and Significant Accounting Policies”** to the Condensed Consolidated Financial Statements and the Annual Report on Form 10-K[236](index=236&type=chunk) [Cybersecurity](index=58&type=section&id=Cybersecurity) Cybersecurity risks are managed through franchisors and property management companies, with mitigation efforts including insurance and Board oversight - Cybersecurity risks at lodging properties are managed through franchisors and property management companies[237](index=237&type=chunk) - Risk mitigation efforts include maintaining cybersecurity insurance and indemnifications in certain property management agreements, with oversight from the Board's Audit Committee[237](index=237&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate risk, managed through interest rate swaps to fix **$683 million** of debt, where a **1.0%** rate change impacts cash flows by **$4.5 million** annually - The primary market risk is **interest rate risk**, with all outstanding loans indexed to the **Secured Overnight Funding Rate (SOFR)**[239](index=239&type=chunk) - The company uses interest rate derivative agreements (swaps) to manage interest rate risk, converting **$683 million of variable-rate debt** to fixed rates at June 30, 2025[239](index=239&type=chunk)[240](index=240&type=chunk) - A **1.0% increase or decrease** in interest rates would decrease or increase, respectively, the company's cash flows by approximately **$4.5 million per year**[242](index=242&type=chunk) [Item 4. Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter [Disclosure Controls and Procedures](index=60&type=section&id=Disclosure%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025 - As of June 30, 2025, management concluded that the company's disclosure controls and procedures were **effective** in providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[246](index=246&type=chunk) [Changes in Internal Control Over Financial Reporting](index=60&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes to internal control over financial reporting occurred during the three months ended June 30, 2025 - There were **no changes** in internal control over financial reporting during the three months ended June 30, 2025, that materially affected or are reasonably likely to materially affect the company's internal control over financial reporting[247](index=247&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course litigation but anticipates no material adverse effect on its financial position or results of operations - No pending legal actions are expected to have a **material adverse effect** on the company's financial position or results of operations[249](index=249&type=chunk) [Item 1A. Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) The company updated risk factors, noting its **$50 million share repurchase program** may not be fully utilized, potentially affecting share price and volatility due to discretionary timing - The **$50 million share repurchase program** may not result in the full authorized amount being expended and could affect the company's share price and volatility[250](index=250&type=chunk) - The timing and amount of repurchases are at management's discretion and depend on market and business conditions, debt covenants, asset dispositions, and other factors[250](index=250&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **3,585,179 common shares** for **$15.4 million** under its **$50 million** program and reacquired **239,383 shares** for employee tax withholding during May and June 2025 Common Stock Repurchases | Period | Total Shares Purchased | Average Price Paid Per Share | Maximum Dollar Value Remaining (in thousands) | | :-------------------------- | :--------------------- | :--------------------------- | :-------------------------------------------- | | April 1, 2025 - April 30, 2025 | — | $— | $50,000 | | May 1, 2025 - May 31, 2025 | 2,741,166 | $4.29 | $38,232 | | June 1, 2025 - June 30, 2025 | 844,013 | $4.31 | $34,598 | | **Total (May-June 2025)** | **3,585,179** | **~ $4.30** | **$34,598** | - Reacquired **239,383 shares of common stock** from employees for payment of tax withholding obligations during March and June 2025[252](index=252&type=chunk) [Item 3. Defaults Upon Senior Securities](index=62&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[254](index=254&type=chunk) [Item 4. Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is not applicable to the company[255](index=255&type=chunk) [Item 5. Other Information](index=62&type=section&id=Item%205.%20Other%20Information) No adoptions, modifications, or terminations of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements by directors or officers occurred during the quarter - No adoptions, modifications, or terminations of Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements by directors or officers occurred during the quarter ended June 30, 2025[256](index=256&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including a **$400 Million Credit Agreement**, CEO and CFO certifications, and Inline XBRL Taxonomy Extension Documents - Exhibits filed include a **$400 Million Credit Agreement**, CEO and CFO certifications (pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002), and Inline XBRL Taxonomy Extension Documents[258](index=258&type=chunk)

Core Insights - The company reported a net loss of $1.6 million, or $0.02 per diluted share, for the second quarter of 2025, compared to a net income of $30.8 million, or $0.23 per diluted share, in the same period of 2024 [5][6][29] - Pro forma RevPAR decreased by 3.8% to $128.79, while same store RevPAR decreased by 3.6% to $128.07 compared to the second quarter of 2024 [5][6][29] - The company successfully executed a $50 million share repurchase program, utilizing $15.4 million to repurchase 3.6 million shares at an average price of $4.30 per share, representing a 15% discount to the current trading price [2][5][14] Financial Performance - Total revenues for the second quarter of 2025 were $192.9 million, a slight decrease from $193.9 million in the same quarter of 2024 [5][29] - Pro forma hotel EBITDA decreased to $68.4 million from $75.7 million in the same period in 2024, with a margin contraction of approximately 266 basis points to 35.5% [5][6][29] - Adjusted EBITDAre decreased to $50.9 million from $55.9 million in the second quarter of 2024 [5][6][29] Balance Sheet and Liquidity - The company closed two additional financings, resulting in over $310 million of corporate liquidity and no debt maturities until 2028 [2][19] - The company has outstanding debt of $1.1 billion with a weighted average interest rate of 4.60%, of which 75% is fixed [19] - The company declared a quarterly cash dividend of $0.08 per share, representing an annualized dividend yield of 6.3% based on the closing price of shares [15][19] Strategic Initiatives - The company completed the expansion of Onera Fredericksburg, adding 23 units and increasing the total unit count to 35, with expectations of generating an unlevered yield on cost in the low to mid-teens [16][20] - The company is tracking modestly below the lower end of the guidance ranges for full year Adjusted EBITDAre and Adjusted FFO based on first half results and recent portfolio trends [17][19] Market Position - The RevPAR index increased nearly 150 basis points to 115%, indicating a strong market share despite a decline in same store RevPAR [1][5] - The company maintains a portfolio of high-quality, well-located hotels that are in excellent physical condition, positioning it for long-term growth [1][5]

Core Insights - Summit Hotel Properties, Inc. has declared a cash dividend of $0.08 per share for the second quarter ended June 30, 2025, representing an annualized dividend yield of 6.1% based on the closing price on July 31, 2025 [1] - The Company has also declared cash dividends for its preferred stock, including $0.390625 per share for the 6.25% Series E Cumulative Redeemable Preferred Stock and $0.3671875 per share for the 5.875% Series F Cumulative Redeemable Preferred Stock, both for the period ending August 31, 2025 [2] - Additionally, a cash distribution of $0.328125 per unit has been authorized for the operating partnership's unregistered 5.25% Series Z Cumulative Perpetual Preferred Units for the distribution period ending August 31, 2025 [3] Company Overview - Summit Hotel Properties, Inc. is a publicly-traded real estate investment trust focused on owning premium-branded lodging properties primarily in the Upscale segment of the lodging industry [4] - As of July 31, 2025, the Company's portfolio consists of 97 assets, including 53 wholly owned properties, with a total of 14,577 guestrooms located across 25 states [4]

Core Insights - The article focuses on Summit Hotel Properties, Inc. (NYSE: INN), a prominent player in the REIT sector, emphasizing the need to assess its credit quality [1]. Company Analysis - Summit Hotel Properties, Inc. is highlighted as a leading company within the REIT industry, indicating its significance in the market [1]. - The article suggests a thorough examination of the credit quality of Summit Hotel Properties, which is crucial for understanding its financial health and investment potential [1].