Chatham Lodging SEC Filings

Chatham Lodging Trust completed the acquisition of six Hilton-branded hotels comprising 589 rooms for $92 million, or about $156,000 per room, funded with available cash and borrowings on its revolving credit facility. The portfolio, located in Joplin (MO), Effingham (IL) and Paducah (KY), is described as high quality, with an average age of 10 years and approximately a 10 percent capitalization rate based on 2025 hotel net operating income.

As part of the same update, Chatham raised its quarterly common dividend by 11 percent to $0.10 per share, the second consecutive year of double-digit increases, and declared a preferred dividend of $0.41406 per preferred share, both payable on April 15, 2026 to shareholders of record on March 31, 2026. Management highlighted that the new portfolio has higher RevPAR and significantly higher hotel EBITDA margins than six older hotels sold for approximately $100 million over the last 18 months, and expects the transaction to be accretive to earnings and free cash flow in 2026.

Chatham Lodging Trust’s CFO Jeremy Bruce Wegner reported an equity award. He acquired 41,505 restricted LTIP Units of Chatham Lodging, L.P., granted on March 1, 2026, at a price of $0 per unit.

One-third of these LTIP Units vest on each of the first three anniversaries of the grant date, contingent on his continued employment. Once vested and having reached parity with existing Operating Partnership units, they may be exchanged one-for-one into Operating Partnership units or, at the issuer’s option, an equivalent amount of cash. The LTIP Units entitle the holder to distributions prior to vesting, were issued under the company’s Equity Incentive Plan, and have no expiration date.

CRAVEN DENNIS M reported acquisition or exercise transactions in this Form 4 filing.

Chatham Lodging Trust EVP & COO Dennis M. Craven received a grant of 67,446 LTIP Units on March 1, 2026 at a price of $0.00 per unit. These equity-based awards vest in three equal annual installments over three years, subject to continued employment, and entitle the holder to distributions before vesting.

FISHER JEFFREY H reported acquisition or exercise transactions in this Form 4 filing.

Chatham Lodging Trust President and CEO Jeffrey H. Fisher reported an equity award of 137,484 LTIP Units in Chatham Lodging, L.P., granted on March 1, 2026. These represent restricted partnership units issued at no cash cost to him.

One-third of the LTIP Units vest on each of the first three anniversaries of the grant date, as long as he remains employed by the company. Once vested and after reaching parity with other operating partnership units, they may be exchanged one-for-one for operating partnership units or, at the company’s option, an equivalent amount of cash.

Fisher is entitled to receive distributions on the LTIP Units before they vest, and the units were issued under the company’s Equity Incentive Plan with no stated expiration date. Following this grant, he directly holds 1,566,561 LTIP or related units.

Chatham Lodging Trust is an internally managed hotel REIT focused on upscale extended-stay and premium select-service hotels. As of December 31, 2025, it owned 33 hotels with 5,021 rooms across 15 states and Washington, D.C., leased to taxable REIT subsidiaries and managed by Island Hospitality Management (IHM).

The company targets disciplined acquisitions in major U.S. markets, opportunistic repositioning and selective development, while maintaining a leverage ratio of about 20.1% of net debt to investment in hotels at cost, down from 23.1% a year earlier. Management fees were about $9.9 million in 2025 and franchise and marketing fees about $23.6 million. Total future lease payments were $66.9 million, with long-dated ground and air rights leases extending into the 2060s and beyond.

As of February 27, 2026, Chatham had 16 employees and relies on third-party operators for hotel staff. The filing emphasizes REIT tax compliance, extensive risk factors related to lodging cycles, leverage, concentration with IHM, franchisor dependence, climate and environmental regulation, cybersecurity and evolving technologies, alongside an expanding ESG program and annual Corporate Responsibility Report.

Chatham Lodging Trust reported a return to profitability for the quarter ended December 31, 2025, with net income attributable to common shareholders of $2.6 million, or $0.05 per diluted share, compared with a loss of $3.7 million, or ($0.08) per share a year earlier.

Revenue softened, with total revenue falling to $67.7 million from $75.1 million as RevPAR on 33 comparable hotels edged down to $131 from $133. Adjusted EBITDA declined to $20.2 million from $21.1 million, while AFFO rose slightly to $10.4 million, or $0.21 per diluted share.

For full-year 2025, net income to common shareholders reached $7.1 million versus a loss of $3.8 million in 2024, as the company maintained hotel EBITDA margins around the mid-30% range and raised the common dividend to $0.36 per share. Net debt fell to $319 million, down $70 million year over year, and Chatham repurchased 1.3 million shares for $9.0 million under its $25 million buyback plan.

2026 guidance calls for RevPAR between $142 and $145, hotel revenue of $284 million to $290 million, Adjusted EBITDA of $84 million to $89 million, and Adjusted FFO of $53 million to $58 million, or $1.04 to $1.14 per diluted share, implying stable margins despite a projected GAAP net loss to common shares.

Chatham Lodging Trust reported that its Board of Trustees has scheduled the company’s 2026 annual meeting of shareholders for May 12, 2026 at 10:00 a.m. EDT. The meeting will take place at the company’s corporate offices at 222 Lakeview Avenue, Suite 200, West Palm Beach, Florida 33401.

The record date for shareholders entitled to receive notice of, and vote at, the annual meeting is the close of business on March 16, 2026. Chatham Lodging Trust is a self-advised hotel REIT that owns 33 hotels with 5,021 rooms and suites across 15 states and the District of Columbia.

Donald Smith & Co., Inc. filed a Schedule 13G reporting a significant passive ownership stake in Chatham Lodging Trust common shares. The firm reports beneficial ownership of 4,684,548 shares, representing about 9.66% of the common stock as of December 31, 2025.

Donald Smith & Co., Inc. has sole voting power over 4,293,623 shares and sole dispositive power over 4,641,100 shares, with an additional 43,448 shares held by DSCO Value Fund, L.P. The filer certifies the shares are held in the ordinary course of business and not for the purpose of influencing control of Chatham Lodging Trust.

Chatham Lodging Trust director Ethel Isaacs Williams reported a stock compensation grant. On January 15, 2026, she received 11,546 common shares of Chatham Lodging Trust as payment for serving on the company’s board of trustees in 2025.

The grant represents the share-based portion of the company’s previously disclosed annual compensation to its trustees for fiscal year 2025. The per-share value of the grant was $6.93, based on the average closing prices of the company’s common shares on the New York Stock Exchange over the last ten trading days of 2025. Following this grant, Williams directly beneficially owned 37,009 common shares.