Pebblebrook Hotel Trust (NYSE: PEB) refinances $450M term loan and extends $650M revolver

Rhea-AI Filing Summary

Pebblebrook Hotel Trust refinanced key borrowings to push out debt maturities and preserve liquidity. The company entered a Fourth Amendment to its credit agreement, extending a $360 million term loan (Term Loan A-3) maturity from October 2027 to February 2031 and adding an optional $90 million delayed-draw feature available through December 15, 2026.

The amendment also extended the initial maturity of the $650 million senior unsecured revolving credit facility so the full capacity now runs to October 13, 2028, with two six‑month extension options that can move final maturity to October 13, 2029. Pricing grids over SOFR were unchanged.

According to the accompanying press release, Pebblebrook closed a new $450 million senior unsecured term loan (funded $360 million at closing plus the $90 million delayed draw), fully repaid the Margaritaville Hollywood Beach Resort mortgage originally due in 2026 using $40 million of cash, and confirmed the $650 million revolver remains undrawn. After this financing, about 89% of total debt and convertible notes are effectively fixed rate, about 98% are unsecured, the weighted average interest rate is about 4.4%, and cash, cash equivalents and restricted cash totaled approximately $150 million as of February 11, 2026. The company states that the delayed‑draw term loan capacity, together with cash and expected 2026 free cash flow, is expected to provide a fully funded path to address the remaining $350 million principal amount of its 1.75% Convertible Senior Notes due December 2026.

Insights

Credit and capital structure analyst

Pebblebrook pushes out maturities and strengthens unsecured, fixed-rate funding while keeping pricing stable.

Pebblebrook completed a comprehensive refinancing built around a new $450 million senior unsecured term loan and amendments to its existing bank facilities. Extending Term Loan A‑3 to February 2031 and the $650 million revolver to as late as October 2029 meaningfully lengthens the company’s debt ladder.

The revolver is fully available at $650 million and currently undrawn, while about 89% of total debt and convertible notes now effectively carry fixed rates and about 98% are unsecured. Eliminating the 10‑basis‑point credit spread adjustment slightly lowers interest expense without changing the SOFR‑based margin grid.

Management highlights that the $90 million delayed‑draw term loan capacity, combined with roughly $150 million in cash as of February 11, 2026 and expected 2026 free cash flow, is expected to fully fund repayment of $350 million of convertible notes maturing in December 2026. Actual outcomes will depend on operating performance and cash generation described in future SEC reports.

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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 11, 2026

PEBBLEBROOK HOTEL TRUST

(Exact name of registrant as specified in its charter)

Maryland

001-34571

27-1055421

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland									20814
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (240) 507-1300

Not Applicable

Former name or former address, if changed since 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 each exchange on which registered

Common Shares, $0.01 par value per share

PEB

New York Stock Exchange

Series E Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PE

New York Stock Exchange

Series F Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PF

New York Stock Exchange

Series G Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PG

New York Stock Exchange

Series H Cumulative Redeemable Preferred Shares, $0.01 par value

PEB-PH

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 1.01. Entry into a Material Definitive Agreement.

On February 11, 2026, Pebblebrook Hotel Trust (the “Company”), as parent guarantor, Pebblebrook Hotel, L.P. (the “Operating Partnership”), as borrower, and certain subsidiaries of the Operating Partnership, as guarantors, Bank of America, N.A. (“BofA”), as administrative agent and L/C issuer, and certain other lenders named therein, entered into the Fourth Amendment to Fifth Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) to amend the Fifth Amended and Restated Credit Agreement, dated October 13, 2022, among the Company, the Operating Partnership, certain subsidiaries of the Operating Partnership, BofA and certain other lenders named therein (as amended by the First Amendment to Fifth Amended and Restated Credit Agreement, dated January 3, 2024, the Second Amendment to Fifth Amended and Restated Credit Agreement, dated September 18, 2024, and the Third Amendment to Fifth Amended and Restated Credit Agreement, dated November 11, 2026, “Credit Agreement”).

The Operating Partnership had three terms loans outstanding under the Credit Agreement as of January 31, 2026: $360.0 million maturing on October 13, 2027 (“Term Loan A-3”), $356.7 million maturing on January 20, 2028 and $185.2 million maturing on January 19, 2029.

The Credit Agreement Amendment (i) extended the maturity date of Term Loan A-3 until February 11, 2031; (ii) provided the Operating Partnership an option to borrow, before December 15, 2026, up to an additional $90.0 million to add to Term Loan A-3; (iii) extended the initial maturity date of $48.0 million of the senior unsecured revolving credit facility governed by the Credit Agreement (the “Revolver”) from October 13, 2026 to October 13, 2028, such that the initial maturity date of the full $650.0 million capacity of the Revolver is October 13, 2028; and (iv) made various conforming and administrative changes to the Credit Agreement.

The Credit Agreement provides for two six-month extension options for the Revolver, such that the Revolver’s maturity date may be extended to October 13, 2029, subject to certain terms and conditions and the payment of an extension fee.

Following the entry into the Credit Agreement Amendment, each term loan under the Credit Agreement bears interest at a rate per annum equal to, at the option of the Company, (i) Daily Simple SOFR (as defined in the Credit Agreement) plus a margin that is based upon the Company’s leverage ratio or (ii) Term SOFR (as defined in the Credit Agreement) plus a margin that is based upon the Company’s leverage ratio. The Credit Agreement Amendment did not change such margins, which range in amount from 1.40% to 2.45% depending on the Company’s leverage ratio.

The foregoing description of the Credit Agreement Amendment is not complete and is qualified in its entirety by reference to the copy of such amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of Term Loan A-3 set forth under Item 1.01 of this Current Report on Form 8-K, including the delayed-draw option, is hereby incorporated by reference under this Item 2.03.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on February 12, 2026, announcing, among other things, the maturity date extensions set forth under Item 1.01 of this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Fourth Amendment to Fifth Amended and Restated Credit Agreement, dated as of February 11, 2026, among Pebblebrook Hotel, L.P., as the borrower, Pebblebrook Hotel Trust, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent and L/C issuer, and the other lenders party thereto.
99.1						Press release, issued February 12, 2026, announcing debt maturity extensions.
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.

			PEBBLEBROOK HOTEL TRUST
February 13, 2026			By:			/s/ Raymond D. Martz
						Name:			Raymond D. Martz
						Title:			Co-President, Chief Financial Officer, Treasurer and Secretary

Exhibit 99.1

4747 Bethesda Avenue, Suite 1100, Bethesda, MD 20814

T: (240) 507-1300, F: (240) 396-5626

www.pebblebrookhotels.com

News Release

Pebblebrook Hotel Trust Closes New $450 Million Unsecured Term Loan

And Completes Extension Of $650 Million Unsecured Revolving Credit Facility

Bethesda, MD, February 12, 2026 – Pebblebrook Hotel Trust (NYSE: PEB) (the “Company”or “Pebblebrook”) today announced the successful refinancing of its near-term debt maturities, further strengthening its liquidity profile and extending its overall debt maturity schedule. The transaction included a new $450 million senior unsecured term loan, the early repayments of the Margaritaville Hollywood Beach Resort mortgage due in 2026 and the 2027 term loan, and the extension of the remaining $48 million portion of the revolving credit facility, restoring total revolver capacity to $650 million through October 2029, including two optional six-month extensions.

“We are greatly appreciative of the strong support from our lender group on this refinancing,” said Raymond D. Martz, Co-President and Chief Financial Officer of Pebblebrook Hotel Trust. “These transactions further extend our maturity runway, reduce secured debt, and add flexible, attractively priced debt capacity. Most importantly, the delayed-draw feature of the new term loan, together with our cash on hand and expected 2026 free cash flow, provides a clear, fully funded path to completely address the remaining $350 million of our December 2026 convertible notes. We’re also pleased to expand our bank group, and we welcome M&T Bank and the Royal Bank of Canada as two new financing partners as part of this overall transaction.”

New $450 Million Term Loan (Upsized / Extended Maturity)

The Company closed a new $450 million senior unsecured term loan. Proceeds and availability were structured as follows:

▪$360 million funded at closing to refinance the Company’s existing $360 million term loan and increase total capacity to $450 million, extending the maturity from October 2027 to February 2031; and

▪$90 million delayed-draw commitment, available to be drawn at the Company’s option through December 15, 2026.

In addition, the Company used $40 million of cash on hand to fully retire the outstanding balance on the Margaritaville Hollywood Beach Resort mortgage originally due in September 2026, further reducing secured debt, lowering interest expense, and simplifying the capital structure.

Importantly, the Company expects the $90 million delayed-draw capacity, when combined with cash on hand and expected free cash flow to be generated during 2026, to provide a clear and fully funded path to address the remaining $350 million outstanding principal amount of the Company’s 1.75% Convertible Senior Notes maturing in December 2026. Upon retiring these Notes, the Company will have effectively addressed its remaining 2026 debt maturity and will not have any significant debt maturities until 2028.

Extension of Revolving Credit Facility

Pebblebrook also extended the remaining $48 million portion of its senior unsecured revolving credit facility, restoring the facility’s full capacity to $650 million through October 2029, inclusive of two

optional six-month extensions. This completed the final lender extension for the revolver. The $650 million revolving credit facility remains undrawn and available, providing substantial incremental liquidity and flexibility.

Pricing and Balance Sheet Profile

Pricing for the term loan and the revolving credit facility remain unchanged and are based on a competitive grid of 140 to 250 basis points over applicable SOFR, depending on leverage. As part of this financing, the Company also eliminated the 10-basis-point credit spread adjustment charge, previously applicable to all of its bank debt, saving hundreds of thousands of dollars in annual interest expense.

After giving effect to this financing and the Company’s interest rate swap agreements, approximately 89% of the Company’s total outstanding debt and convertible notes effectively bear interest at fixed rates, approximately 98% is unsecured, and the weighted average interest rate is approximately 4.4%. As of February 11, 2026, following the transactions described above, the Company held approximately $150 million in cash, cash equivalents, and restricted cash.

Advisors and Lender Group

BofA Securities, Inc. and Wells Fargo Securities, LLC. organized the debt maturity extensions and upsizing, serving as Joint Bookrunners and Joint Lead Arrangers. Capital One, National Association; M&T Bank; PNC Capital Markets LLC; Raymond James Bank; TD Bank, N.A.; Truist Securities, Inc.; and U.S. Bank National Association serve as Joint Lead Arrangers. Bank of America, N.A. serves as Administrative Agent. Wells Fargo Bank, National Association and U.S. Bank National Association serve as Syndication Agents. Capital One, National Association; M&T Bank; PNC Bank, National Association; Raymond James Bank; TD Bank, N.A.; and Truist Bank serve as Documentation Agents. Regions Bank serves as Senior Managing Agent. Additionally, Royal Bank of Canada is now a participant in the senior unsecured revolving credit facility.

About Pebblebrook Hotel Trust

Pebblebrook Hotel Trust (NYSE: PEB) is a publicly traded real estate investment trust (“REIT”) and the largest owner of urban and resort lifestyle hotels in the United States. The Company owns 44 hotels, totaling approximately 11,000 guest rooms across 13 urban and resort markets.

This press release contains certain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “expect” and “will” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward-looking information and estimates. Examples of forward-looking statements include the Company’s prospective use of the delayed-draw feature of its $450 million senior unsecured term loan and the Company’s expected free cash flow to be generated in 2026. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, the operating performance of our hotels and the supply of hotel properties, and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.pebblebrookhotels.com.

All information in this press release is as of February 12, 2026. The Company undertakes no duty to update the statements in this press release to conform the statements to actual results or changes in the Company’s expectations.

###

Contact:

Raymond D. Martz, Co-President and Chief Financial Officer, Pebblebrook Hotel Trust - (240) 507-1330

For additional information or to receive press releases via email, please visit www.pebblebrookhotels.com

FAQ

What financing actions did Pebblebrook Hotel Trust (PEB) take in this 8-K?

Pebblebrook completed a major refinancing, closing a new $450 million senior unsecured term loan and amending its credit agreement. It extended a $360 million term loan to 2031 and restored full $650 million revolving credit capacity with maturities potentially out to October 2029.

How did Pebblebrook (PEB) change its term loan structure and maturities?

Pebblebrook amended its credit agreement so Term Loan A-3 of $360 million now matures on February 11, 2031. The new $450 million term loan structure funds $360 million at closing and adds a $90 million delayed-draw commitment, available at the company’s option through December 15, 2026.

What happened to Pebblebrook’s (PEB) $650 million revolving credit facility?

The company extended the remaining $48 million portion of its senior unsecured revolver, restoring full $650 million capacity. The facility’s initial maturity is October 13, 2028, with two six‑month extension options that can extend the maturity to October 13, 2029, and it remains fully undrawn.

How does this refinancing affect Pebblebrook’s (PEB) debt profile and interest costs?

After the transactions and related swaps, approximately 89% of Pebblebrook’s total outstanding debt and convertible notes effectively bear fixed rates, about 98% is unsecured, and the weighted average interest rate is around 4.4%. The company also removed a 10-basis-point credit spread adjustment on its bank debt, trimming interest expense.

How does Pebblebrook (PEB) plan to address its December 2026 convertible notes?

Pebblebrook states that the $90 million delayed-draw term loan capacity, together with cash on hand and expected 2026 free cash flow, is expected to provide a clear, fully funded path to address the remaining $350 million principal of its 1.75% Convertible Senior Notes maturing in December 2026.

What is Pebblebrook’s (PEB) liquidity position after these financing transactions?

Following the refinancing, Pebblebrook held about $150 million in cash, cash equivalents, and restricted cash as of February 11, 2026. In addition, its $650 million senior unsecured revolving credit facility is undrawn, providing substantial incremental liquidity alongside the new term loan structure.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 18.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 1.7 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 17.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 31.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.1 KB