Pebblebrook (NYSE: PEB) adds Jones, Bayless and unveils board refresh framework

Rhea-AI Filing Summary

Pebblebrook Hotel Trust is expanding and refreshing its Board of Trustees. The company elected Nina P. Jones, who will join on March 1, 2026, and Bill Bayless, who is expected to join later in 2026. Each will receive a one-time $50,000 award in common shares that vests over three years, plus the same fees as other independent trustees.

The company also adopted a new principles-based board refreshment framework. It includes annual reviews of board composition and skills, a rolling multi-year succession plan, and a goal to keep average independent trustee tenure at 12% years or less by the 2027 shareholder meeting. Long-time trustee Ron E. Jackson will retire at the 2026 annual meeting, and another independent trustee is expected not to stand for re-election at the 2027 meeting.

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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 5, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2026, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Trustees (the “Board”) of Pebblebrook Hotel Trust (the “Company”), the Board elected Ms. Nina P. Jones to the Board. Ms. Jones will join the Board on March 1, 2026 and serve until the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and until her successor is duly elected and qualified. Upon joining the Board, Ms. Jones will serve on the Board’s Audit Committee and the Board’s Compensation Committee.

On February 5, 2026, at the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board also elected Mr. Bill Bayless to the Board, such election to become effective during the third quarter of 2026, at which time Mr. Bayless will join the Board and serve until the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) and until his successor is duly elected and qualified.

Ms. Jones has more than 15 years of real estate investing experience at T. Rowe Price, a global investment manager with over $1 trillion in assets under management, where she held a number of positions from 2008 until her retirement in 2023. Most recently, from 2019 until her retirement, Ms. Jones served as Vice President, Portfolio Manager of the U.S. Real Estate Equity Strategy. Before T. Rowe Price, Ms. Jones worked as a Senior Associate for KPMG LLP. Ms. Jones earned her B.S. in accounting and finance from the University of Maryland and her M.B.A. from Columbia University’s Graduate School of Business. She is a Certified Public Accountant. Ms. Jones currently serves as a member of the board of directors of Simon Property Group (NYSE: SPG), a retail real estate investment trust (“REIT”) and an S&P 500 company with a market cap of over $70 billion, and is a member of its audit committee. She also serves as a member of the board of trustees of Equity Residential (NYSE: EQR), a multifamily REIT and an S&P 500 company with a market cap of over $30 billion, and is a member of its audit committee and corporate governance committee.

Mr. Bayless is the Chief Executive Officer and Executive Chairman of Maslow’s Campus Communities, which he founded, and a widely recognized real estate operator and capital markets leader who helped build and institutionalize the modern student housing sector. Over his career spanning more than 35 years, Mr. Bayless has been involved in more than $30 billion in real estate transactions. He co-founded American Campus Communities (formerly NYSE: ACC), a student housing REIT, and led its growth from an early-stage platform into the first publicly traded student housing company. In 2022, he helped lead that company’s nearly $13 billion sale to Blackstone. Mr. Bayless has served in leadership roles across the REIT and multifamily industries, including as a member of the Board of Governors of Nareit and the National Multifamily Housing Council. He has been recognized for innovation and leadership, including as Ernst & Young National Entrepreneur of the Year (Real Estate, Construction & Hospitality).

When each joins the Board, the Company will enter into indemnification agreements with Ms. Jones and Mr. Bayless substantially in the form of the indemnification agreement the Company has entered into with all of its other trustees and executive officers, which was filed by the Company with the United States Securities and Exchange Commission (the “SEC”) on November 10, 2009 as Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-11. The indemnification agreements generally provide for the indemnification of and advancement of expenses to a trustee to the maximum extent permitted by Maryland law for claims, suits or proceedings arising out of his or her service to the Company.

Ms. Jones and Mr. Bayless will receive the same fees for their service on the Board as the Company’s other independent trustees, which fees were disclosed in the proxy statement for the Company’s 2025 Annual Meeting of Shareholders, filed with the SEC on April 7, 2025. The first payment of cash compensation to Ms. Jones and Mr. Bayless for service on the Board will be pro-rated from their respective dates of joining the Board. In addition, upon joining the Board, Ms. Jones and Mr. Bayless will each receive a one-time award of $50,000 in common shares of beneficial interest of the Company. The shares granted under the awards will vest in one-third increments annually over three years assuming continued service on the Board. The awards will be made pursuant to agreements substantially in the form of the share award agreement the Company has entered into with all of its other independent trustees, which was previously filed by the Company with the SEC on November 25, 2009 as Exhibit 10.6 to Amendment No. 2 to the Company’s Registration Statement on Form S-11.

On February 6, 2026, Ron E. Jackson notified the Board that he has decided to retire from the Board effective as of the 2026 Annual Meeting. To facilitate Ms. Jones joining the Board, the size of the Board will increase from seven to eight trustees on March 1, 2026. Upon Mr. Jackson’s retirement from the Board, effective as of the 2026 Annual Meeting, the size of the Board will decrease to seven trustees.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on February 9, 2026, announcing the election of Nina P. Jones and Bill Bayless to the Board of Trustees as set forth under Item 5.02 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
99.1						Press release, issued February 9, 2026, announcing the election of Nina P. Jones and Bill Bayless to the Board of Trustees
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 9, 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 Elects Nina P. Jones And Bill Bayless To Board Of Trustees

The Company also announced the adoption of a New Principles-Based Board Refreshment Framework

Bethesda, MD, February 9, 2026 – Pebblebrook Hotel Trust (NYSE: PEB) (the “Company” or “Pebblebrook”) today announced the election of Nina P. Jones and Bill Bayless to the Board of Trustees. Ms. Jones's election is effective March 1, 2026. Mr. Bayless is expected to join the Board during the fourth quarter of 2026.

Ms. Jones retired from T. Rowe Price, a global investment manager with over $1 trillion in assets under management, where she most recently served as Vice President, Portfolio Manager of the U.S. Real Estate Equity Strategy. She has more than 15 years of real estate investing experience at T. Rowe Price, also serving as Portfolio Manager of the Global Real Estate Equity Strategy and as the global team leader for real estate. Before T. Rowe Price, Ms. Jones worked as a Senior Associate for KPMG LLP. Ms. Jones earned her BS in accounting and finance from the University of Maryland and her MBA from Columbia University's Graduate School of Business. She also earned the Certified Public Accountant designation.

Ms. Jones currently serves as a director of Simon Property Group (NYSE: SPG), a retail REIT and an S&P 500 company, and is a member of its audit committee. She also serves as a trustee of Equity Residential (NYSE: EQR), a multifamily REIT and an S&P 500 company, and is a member of its audit committee and the chair of its corporate governance committee.

“We’re excited to welcome Nina Jones to our Board,” said Jon E. Bortz, Chairman and Chief Executive Officer of Pebblebrook Hotel Trust. “Nina brings an outstanding real estate securities background and a strong blend of public-company governance, audit expertise, and institutional investor perspective. Her experience as a portfolio manager and global real estate leader, combined with her service on the boards of Simon Property Group and Equity Residential, will be a valuable addition as we continue to execute our strategy and drive long-term shareholder value.”

Mr. Bayless is the Chief Executive Officer of Maslow Campus Communities and a widely recognized real estate operator and capital markets leader who helped build and institutionalize the modern student housing sector. Over his more than 35-year career, he has been involved in nearly $30 billion in real estate transactions. He co-founded American Campus Communities (formerly NYSE: ACC), a REIT, and led its growth from an early-stage platform into the first publicly traded student housing company. In 2022, he helped lead that company’s nearly $13 billion sale to Blackstone. Mr. Bayless has served in leadership roles across the REIT and multifamily industries, including on the Board of Governors of Nareit and within the National Multifamily Housing Council. He has been recognized for innovation and leadership, including as Ernst & Young National Entrepreneur of the Year (Real Estate, Construction & Hospitality - 2017).

“We’re excited to welcome Bill Bayless to Pebblebrook’s Board of Trustees, who is expected to officially join our board in the fourth quarter,” said Jon Bortz, Chairman and Chief Executive Officer of Pebblebrook Hotel Trust. “Bill is a proven value creator with deep expertise across real estate, capital markets, and operational execution. He brings a highly relevant track record in M&A and complex transactions, and creating long-term shareholder value will be a tremendous asset as we continue to sharpen our strategy, strengthen our balance sheet, and pursue high-return opportunities for our shareholders.”

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ADOPTION OF NEW PRINCIPLES-BASED BOARD REFRESHMENT FRAMEWORK

The Company also announced a new principles-based board refreshment framework, designed to balance planned refreshment with ongoing evaluation to tailor the Board of Trustees' composition to Pebblebrook’s strategic outlook. The Company’s Nominating and Corporate Governance Committee will oversee the framework. Highlights of the new framework include:

▪Annual Board composition review: to evaluate independence, tenure mix, skills coverage, engagement, committee needs and company context;

▪Targeting average independent trustee tenure of 12 years or less by the 2027 Shareholder Meeting;

▪Annual refresh of the Board skills/experience matrix: to score the Board against the Company’s forward priorities and to define any need for temporary flexibility;

▪A rolling, multi-year succession plan: to identify anticipated transitions, desired capability additions and onboarding sequencing;

▪Annual Board, Committee, and individual evaluations: to review assessment evaluations and the overall compositions of the Board; and

▪Refreshment execution: to implement planned transitions.

Full framework details will be included in the 2026 Proxy Statement issued by the Company later this year.

To align with the Company’s 12-year average independent trustee tenure goal, Ron E. Jackson has announced that he will not stand for re-election at the 2026 Annual Meeting of Shareholders. In addition, one other current Pebblebrook independent trustee is expected not to stand for re-election at the 2027 Annual Meeting of Shareholders.

“On behalf of the entire Board and management team, I want to sincerely thank Ron for his outstanding service and leadership since our IPO in 2009,” said Jon Bortz, Chairman and Chief Executive Officer of Pebblebrook Hotel Trust. “Ron has been an extremely valuable trustee and partner since we started Pebblebrook. He brings a rare depth of operating experience combined with an endless entrepreneurial spirit across hospitality and leisure—from founding and leading Sunbelt Hotels to senior leadership roles at Resort Condominiums International and Chartwell Leisure, and most recently as President and CEO of Meadowbrook Golf, one of the leading golf operating companies in the southeast United States. We are grateful for Ron’s long-standing commitment to the Company and the critical perspective he has provided as we navigated multiple cycles.”

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.

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 9, 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.

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###

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

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FAQ

What board changes did Pebblebrook Hotel Trust (PEB) announce in this 8-K?

Pebblebrook Hotel Trust elected Nina P. Jones and Bill Bayless to its Board of Trustees. Jones joins March 1, 2026, while Bayless is expected later in 2026. Both will receive equity-based compensation and serve as independent trustees on key board committees.

Who is Nina P. Jones and what experience does she bring to Pebblebrook (PEB)?

Nina P. Jones is a former T. Rowe Price portfolio manager with over 15 years of real estate investing experience. She serves on the boards of Simon Property Group and Equity Residential, bringing audit, governance, and institutional investor expertise to Pebblebrook’s Board of Trustees.

Who is Bill Bayless and how is he relevant to Pebblebrook Hotel Trust (PEB)?

Bill Bayless is CEO of Maslow Campus Communities and co-founder of American Campus Communities. With over $30 billion in real estate transactions and major M&A experience, he adds deep operating, capital markets, and transaction expertise to Pebblebrook’s governance and strategic discussions.

What is Pebblebrook Hotel Trust’s new board refreshment framework?

Pebblebrook adopted a principles-based board refreshment framework emphasizing annual reviews of board composition, skills, tenure, and evaluations. It includes a rolling multi-year succession plan and is overseen by the Nominating and Corporate Governance Committee to align board makeup with strategic priorities.

What tenure goal did Pebblebrook (PEB) set for independent trustees?

Pebblebrook is targeting an average independent trustee tenure of 12 years or less by the 2027 shareholder meeting. This goal reflects a desire to balance continuity with fresh perspectives, supported by ongoing evaluations and a structured, multi-year succession and refreshment process.

Which Pebblebrook trustee is retiring and when will the change occur?

Ron E. Jackson notified the Board that he will retire effective at the 2026 Annual Meeting of Shareholders. His departure supports the company’s new tenure and refreshment goals, and the Board size will adjust to maintain an appropriate number of trustees after his retirement.

How are Nina P. Jones and Bill Bayless being compensated for joining Pebblebrook’s board?

Upon joining, each will receive a one-time $50,000 award in common shares of Pebblebrook Hotel Trust. These shares vest in one-third increments annually over three years, assuming continued service, and they will also receive the standard fees paid to other independent trustees.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 22.7 KB

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