DiamondRock chair McCarten to retire; Wardinski to lead

DiamondRock Hospitality Company announced that longtime Chairman William W. McCarten will retire from its Board of Directors at the end of his current term, effective at the adjournment of the 2026 Annual Meeting of Shareholders on April 29, 2026.

Rhea-AI Filing Summary

DiamondRock Hospitality Company announced that longtime Chairman William W. McCarten will retire from its Board of Directors at the end of his current term, effective at the adjournment of the 2026 Annual Meeting of Shareholders on April 29, 2026. He will continue to serve as Chairman until that date, and the company states his decision is not based on any disagreement with the company or management.

Effective on his retirement date, Bruce D. Wardinski, a current director, will become non-executive Chairman of the Board, and the Board size will be reduced from nine to eight directors. DiamondRock describes Mr. McCarten as its founder, inaugural Chief Executive Officer, and Chairman, highlighting his 47-year career in hospitality and his role in building the current business.

The company also reiterates its profile as a self-advised lodging REIT with 35 premium hotels and resorts totaling approximately 9,600 rooms across leisure destinations and major gateway markets, operated under both leading global brands and independent lifestyle boutique flags.

Insights

Corporate governance analyst

Founder-chairman retires with planned handoff to experienced successor.

DiamondRock Hospitality Company is disclosing a leadership transition at the Board level. Founder and Chairman William W. McCarten will retire from the Board after the 2026 Annual Meeting, with Bruce D. Wardinski becoming non-executive Chairman at that time.

The company explicitly notes that Mr. McCarten’s decision is not due to any disagreement with the company or management, framing the move as a planned retirement after a long tenure. Mr. Wardinski brings prior experience as Chairman of three publicly traded hotel companies and has served on DiamondRock’s Board since 2013.

The Board will shrink from nine to eight directors when the change becomes effective. Subsequent company communications and governance disclosures will clarify how this transition influences Board committee leadership, strategic oversight, and continuity as the lodging portfolio of 35 hotels and approximately 9,600 rooms continues to be managed.

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.

FAQ

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

What leadership change did DiamondRock Hospitality Company (DRH) announce?

DiamondRock Hospitality Company announced that Chairman William W. McCarten will retire from its Board at the adjournment of the 2026 Annual Meeting of Shareholders, after more than two decades leading the company, and that director Bruce D. Wardinski will become non-executive Chairman at that time.

When will William W. McCarten retire from DiamondRock Hospitality Company’s Board?

William W. McCarten will retire from DiamondRock Hospitality Company’s Board effective at the adjournment of the 2026 Annual Meeting of Shareholders on April 29, 2026. Until then, he will continue to serve as a director and Chairman of the Board, providing continuity during the transition period.

Why is DiamondRock Chairman William W. McCarten retiring according to the company?

DiamondRock Hospitality Company states that William W. McCarten’s decision to retire from the Board is not based on any disagreement with the company or its management. The announcement frames his departure as the culmination of a distinguished 47-year hospitality career and over two decades of service at DiamondRock.

Who will become non-executive Chairman of DiamondRock Hospitality Company?

Bruce D. Wardinski will become non-executive Chairman of DiamondRock Hospitality Company effective at the adjournment of the 2026 Annual Meeting of Shareholders. He has served on the company’s Board since 2013 and previously held Chairman roles at three other publicly traded hotel companies, bringing extensive governance experience.

How will DiamondRock’s Board size change after the chairman transition?

When William W. McCarten retires and Bruce D. Wardinski becomes non-executive Chairman, DiamondRock Hospitality Company’s Board will be reduced from nine directors to eight. This adjustment coincides with the leadership change and reflects the company’s decision on Board composition following the retirement of its founder-chairman.

What type of business is DiamondRock Hospitality Company and what assets does it own?

DiamondRock Hospitality Company is a self-advised real estate investment trust focusing on hotels. It owns 35 premium quality hotels and resorts with approximately 9,600 rooms, concentrated in leisure destinations and top gateway markets, operated under leading global hotel brands as well as independent lifestyle-oriented boutique properties.

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

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Accepted by SEC EDGAR 02/25/2026 - 07:31 AM EST 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):

February 24, 2026 

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

Maryland

001-32514

20-1180098

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2 Bethesda Metro Center, Suite 1400

Bethesda, MD 20814

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code): (240) 744-1150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

DRH

The Nasdaq Stock Market LLC

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 February 24, 2026, William W. McCarten, the Chairman of the Board of Directors (the “Board”) of DiamondRock Hospitality Company (the “Company”) informed the Board that he will retire from the Company’s Board at the end of his current term, effective at the adjournment of the 2026 Annual Meeting of Shareholders on April 29, 2026 (the “Resignation Date”) and that he will not stand for re-election to the Board at the Company’s 2026 Annual Meeting of Shareholders.

Mr. McCarten's decision was not based on any disagreement with the Company or management. Mr. McCarten will remain a director and Chair of the Board until the Resignation Date.

Effective on the Resignation Date, Bruce D. Wardinski will become non-executive Chairman of the Board, and the size of the Board will reduce from nine directors to eight directors.

Item 7.01 Regulation FD Disclosure.

On February 25, 2026, the Company announced the retirement of Mr. McCarten and Mr. Wardinski’s appointment as the non-executive Chairman of the Board, effective on the Resignation Date. A copy of that press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated by reference herein. The press release has also been posted in the investor relations/press releases section of the Company’s website at www.drhc.com.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this report:

Exhibit No. Description

99.1     Press Release of DiamondRock Hospitality Company, dated February 25, 2026

101.SCH        Inline XBRL Taxonomy Extension Schema Document

101.CAL        Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF        Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB        Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE        Inline XBRL Taxonomy Extension Presentation Linkbase Document

104            Cover Page Interactive Data File

SIGNATURE

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.

DIAMONDROCK HOSPITALITY COMPANY

Dated: February 25, 2026

By:

/s/ Briony R. Quinn

Briony R. Quinn

Executive Vice President, Chief Financial Officer and Treasurer

COMPANY CONTACTS

Briony Quinn

Chief Financial Officer

(240) 744-1196

Dori Kesten

Capital Markets

(617) 835-8366

FOR IMMEDIATE RELEASE

DIAMONDROCK HOSPITALITY ANNOUNCES RETIREMENT OF CHAIRMAN WILLIAM W. MCCARTEN

Retirement Culminates a Distinguished 47 Year Career in Hospitality

BETHESDA, Maryland, February 25, 2026 – DiamondRock Hospitality Company (Nasdaq: DRH, the "Company") announced that Chairman William W. McCarten will retire from the Company’s Board of Directors (the “Board”) at the end of his current term, effective at the adjournment of the 2026 Annual Meeting of Shareholders on April 29, 2026. At that time, Bruce D. Wardinski will become non-executive Chairman of the Board, and the size of the Board will be reduced from nine directors to eight.

“For more than two decades, Bill has been the cornerstone of DiamondRock—as its founder, inaugural Chief Executive Officer, and Chairman. His leadership was instrumental in guiding the Company through a dynamic and evolving operating environment, shaping DiamondRock into the organization it is today. Bill’s insight, mentorship, principled leadership, and enduring passion for hospitality will be profoundly missed,” said Jeffrey J. Donnelly, Chief Executive Officer.

"It has been a great honor to serve as Chairman of DiamondRock for the past twenty‑two years. I have had the privilege of working alongside an exceptional Board of Directors and management team, and I am deeply proud of the successful business that we have created together," said Mr. McCarten.

“Bruce is uniquely qualified to serve in the role of Chairman, having served previously as Chairman of three publicly traded hotel companies, in addition to serving on DiamondRock’s Board since 2013. I look forward to continuing to work with Bruce as we pursue our shared goal of creating long‑term value for our shareholders,” said Mr. Donnelly.

About the Company

DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that owns a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. The Company currently owns 35 premium quality hotels and resorts with approximately 9,600 rooms. The Company has strategically positioned its portfolio to be operated both under leading global brand families as well as independent boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company's website at www.drhc.com.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 6.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB