Chatham Lodging adds ex-Marriott president to board

Chatham Lodging Trust adds veteran Marriott executive Liam Brown as an independent trustee with a 5,000-share initial equity grant.

Rhea-AI Filing Summary

Chatham Lodging Trust (CLDT) appointed William P. “Liam” Brown to its Board of Trustees as an independent trustee, effective immediately, with his term running until the 2027 annual meeting of shareholders and until a successor is elected and qualified or he resigns or is removed.

Brown is the former Group President, United States and Canada, of Marriott International, where he oversaw lodging operations in North and South America comprising more than 6,000 hotels and about 160,000 employees, and he previously held multiple senior roles across Europe, the Middle East and Africa. As part of his onboarding, he will receive a one-time initial grant of 5,000 restricted common shares and the same ongoing board and committee compensation paid to other Chatham trustees and committee chairs. Brown also serves on the board of EPR Properties and on the Executive Committee of the American Hotel and Lodging Association.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial restricted common share grant: 5,000 shares Hotels overseen at Marriott: More than 6,000 hotels Workforce overseen at Marriott: Approximately 160,000 associates +1 more

4 metrics

Initial restricted common share grant 5,000 shares One-time initial equity grant to Liam Brown upon joining the Board of Trustees

Hotels overseen at Marriott More than 6,000 hotels Liam Brown’s responsibility as Group President, United States and Canada, covering lodging operations in North and South America

Workforce overseen at Marriott Approximately 160,000 associates Size of workforce under Liam Brown’s leadership in Marriott’s North and South American lodging operations

Term end reference 2027 annual meeting of shareholders Reference point for the scheduled end of Liam Brown’s current trustee term at Chatham

Key Terms

independent director, restricted common shares, non-GAAP financial measures, Adjusted EBITDA, +1 more

5 terms

independent director regulatory

"Brown will serve as an independent director."

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

restricted common shares financial

"Mr. Brown will receive a one-time initial grant of 5,000 restricted common shares"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

non-GAAP financial measures financial

"Included in this press release are certain “non-GAAP financial measures,”"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Adjusted EBITDA financial

"the company considers the following non-GAAP financial measures useful... (4) Adjusted EBITDA."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

real estate investment trust (REIT) financial

"Chatham Lodging Trust (NYSE: CLDT), a lodging real estate investment trust (REIT)"

A real estate investment trust (REIT) is a company that owns, operates, or finances income-generating real estate like shopping malls, apartments, or office buildings. Investors buy shares of the REIT, making it easy for people to invest in real estate without buying property themselves, and it often pays regular dividends from the rent it collects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Chatham Lodging Trust (CLDT) announce in this Form 8-K?

Chatham Lodging Trust announced the appointment of William P. “Liam” Brown to its Board of Trustees as an independent trustee, effective immediately, with his term running until the company’s 2027 annual meeting of shareholders or until a successor is elected and qualified.

What experience does Liam Brown bring to the CLDT board?

Liam Brown formerly served as Group President, United States and Canada at Marriott International from January 2021 until June 2026, overseeing lodging operations in North and South America with more than 6,000 hotels and approximately 160,000 associates, plus prior senior roles across Europe, the Middle East and Africa.

What equity compensation will Liam Brown receive from Chatham Lodging Trust (CLDT)?

Liam Brown will receive a one-time initial grant of 5,000 restricted common shares of Chatham Lodging Trust. He will also receive ongoing compensation paid to other members of the Board of Trustees and committee chairmen, as described in Chatham’s proxy materials.

How long will Liam Brown serve as a trustee of Chatham Lodging Trust (CLDT)?

Liam Brown will serve as a trustee of Chatham Lodging Trust until the company’s 2027 annual meeting of shareholders and until his successor is duly elected and qualified or until his earlier resignation or removal, consistent with the company’s governance framework.

What other current roles does Liam Brown hold outside Chatham Lodging Trust (CLDT)?

Liam Brown serves on the board of EPR Properties (NYSE: EPR), where he is chair of the Compensation & Human Capital Committee and a member of the Nominating/Company Governance Committee. He also serves on the Executive Committee of the American Hotel and Lodging Association.

Did Chatham Lodging Trust (CLDT) issue a press release about Liam Brown’s appointment?

Yes. Chatham Lodging Trust issued a press release dated September 14, 2026 announcing Liam Brown’s appointment to the board of trustees. This press release is furnished as Exhibit 99.1 to the Form 8-K under Item 7.01 disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 01:25 PM Accepted by SEC EDGAR 09/14/2026 - 01:24 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2026

CHATHAM LODGING TRUST

(Exact name of Registrant as specified in its charter)

Maryland	001-34693	27-1200777
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

222 Lakeview Avenue, Suite 200
West Palm Beach,	Florida	33401
(Address of principal executive offices)		(Zip Code)

(561) 802-4477

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol(s)		Name of Exchange on Which Registered
Common Shares of Beneficial Interest, $0.01 par value		CLDT		New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Shares		CLDT-PA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b.2 of this chapter).

Emerging growth company ☐

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

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2026, the board of trustees (the “Board of Trustees”) of Chatham Lodging Trust (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. William P. (Liam) Brown to the Board of Trustees, effective immediately.

Mr. Brown served as Group President, United States and Canada of Marriott International, Inc. (“Marriott”) from January 2021 until his retirement in June 2026. In his role as Group President, he was responsible for the financial management and leadership of all of the Marriott's lodging operations in North and South America, comprising more than 6,000 hotels and a workforce of approximately 160,000 associates. Prior to this role, Mr. Brown served as the President and Managing Director of Europe of Marriott from 2018 to 2019, followed by Group President of Europe, Middle East & Africa of Marriott in 2020. Mr. Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018. Other key positions previously held by Mr. Brown with Marriott include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products. Since September 6, 2024, Mr. Brown has served on the board of EPR Properties (NYSE: EPR), a publicly traded diversified experiential net lease REIT, where he is a member of the Compensation & Human Capital Committee (Chair) and the Nominating/Company Governance Committee.  Mr. Brown also serves on the Executive Committee of the American Hotel and Lodging Association. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland.

Mr. Brown will serve as a trustee of the Company until the Company’s 2027 annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal. 

Mr. Brown will receive a one-time initial grant of 5,000 restricted common shares and will also receive compensation paid to the other members of the Board of Trustees and Board committee chairmen, which compensation is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2026, which disclosure will also be updated in the Company’s proxy statement for the 2027 annual meeting as applicable. There were no arrangements or understandings between Mr. Brown and any other person pursuant to which he was selected as a trustee. Mr. Brown has no family relationship with any director or executive officer of the Company.

Item 7.01.  Regulation FD Disclosure.

On September 14, 2026, the Company issued a press release announcing the appointment of Mr. Brown to the Board of Trustees.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit Number		Description
99.1		Press Release dated September 14, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHATHAM LODGING TRUST
September 14, 2026	By:	/s/ Jeremy Wegner
		Name: Jeremy Wegner
		Title: Senior Vice President and Chief Financial Officer

Exhibit 99.1

For Immediate Release

Contact:
Dennis Craven (Company)	Chris Daly (Media)
Chief Operating Officer	DG Public Relations
(561) 227-1386	(703) 864-5553

Chatham Lodging Enhances Board with Appointment of Liam Brown

WEST PALM BEACH, Fla., September 14, 2026—Chatham Lodging Trust (NYSE: CLDT), a lodging real estate investment trust (REIT) that invests in upscale, extended-stay hotels and premium-branded, select-service hotels, today announced the appointment of Liam Brown to the company's board of trustees, effective immediately. Brown will serve as an independent director.

Brown formerly was group president, United States and Canada of Marriott International, Inc., (“Marriott”) from January 2021 until his retirement in June 2026. In that role, he was responsible for the financial management and leadership of Marriott's lodging operations in North and South America, comprising more than 6,000 hotels and a workforce of approximately 160,000 associates. Prior to this role, Brown served as the president and managing director of Europe of Marriott from 2018 to 2019, followed by group president of Europe, Middle East & Africa of Marriott in 2020. He joined Marriott in 1989 and served as president for franchising, owner services and managed by Marriott select brands, North America, from 2012 to 2018. Brown held other key positions with Marriott, including chief operations officer for the Americas for select service & extended stay lodging and owner & franchise services, as well as senior vice president and executive vice president of development for Marriott’s select service & extended stay lodging products.

Jeffrey H. Fisher, Chatham’s chairman of the board and chief executive officer, emphasized, “We have worked with Liam over the past 30 years and are excited to bring his extensive lodging expertise to our board. His resume speaks for itself, and his addition to the board brings substantial insights from both an operations and franchisor/franchisee relationship perspective that will be very helpful as we enhance shareholder value through continued focus on maximizing operating results and critical analysis of capital allocation decisions.”

Brown currently serves on the board of EPR Properties (NYSE: EPR), a publicly traded diversified experiential net lease REIT, where he is a member of the Compensation & Human Capital Committee (chair) and the Nominating/Company Governance Committee.  He also serves on the Executive Committee of the American Hotel and Lodging Association. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland.

About Chatham Lodging Trust

Chatham Lodging Trust is a self-advised, publicly-traded real estate investment trust focused primarily on investing in upscale, extended-stay hotels and premium-branded, select-service hotels. Additional information about Chatham may be found at chathamlodgingtrust.com.

Included in this press release are certain “non-GAAP financial measures,” within the meaning of Securities and Exchange Commission (SEC) rules and regulations, that are different from measures calculated and presented in accordance with GAAP (generally accepted accounting principles). The company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, and (4) Adjusted EBITDA. These non-GAAP financial measures could be considered along with, but not as alternatives to, net income or loss, cash flows from operations or any other measures of the company’s operating performance prescribed by GAAP.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.8 KB