Schedule 13G/A filed for RLJ Lodging Trust discloses ownership of the issuer's $1.95 Series A cumulative convertible preferred shares by Infrastructure Capital Advisors and affiliated funds. Virtus InfraCap U.S. Preferred Stock ETF reports beneficial ownership of 1,534,120 shares (12.31% of the class) with shared voting and dispositive power. InfraCap Equity Income Fund ETF holds 51,074 shares (0.40%) with shared voting and dispositive power. Infrastructure Capital Advisors and Jay Hatfield report 0 shares beneficially owned. The filing states the shares are held in client accounts and disclaims admission of beneficial ownership beyond pecuniary interest.
Positive
Virtus InfraCap U.S. Preferred Stock ETF reports a material 12.31% stake in the $1.95 Series A preferred shares
Clear disclosure of shared voting and dispositive power for the reported holdings
Statement that shares are held in client accounts provides clarity on ownership structure
Negative
None.
Insights
TL;DR: A fund managed by Infrastructure Capital Advisors holds a material 12.31% stake in RLJ's preferred class, reported as client holdings.
This Schedule 13G/A shows a non-control, passive position: Virtus InfraCap U.S. Preferred Stock ETF reports 1,534,120 shares equal to 12.31% of the $1.95 Series A preferred class, with shared voting and dispositive power. The position is reported as held in client accounts and the filer disclaims beneficial ownership beyond pecuniary interest. For investors, a >5% holding in a preferred class is material disclosure but does not, by itself, indicate intent to influence corporate control or strategic direction.
TL;DR: The filing documents passive client holdings exceeding 5% in a preferred class; governance impact appears limited.
The report is filed pursuant to Schedule 13G conventions for passive investors. Shared voting and dispositive power is noted for the reporting ETFs, but no sole control is claimed and no group relationships are asserted. The explicit disclaimer of beneficial ownership beyond pecuniary interest and the statement that holdings are in client accounts suggest limited governance intent. Materiality arises from the >5% threshold disclosure, which informs stakeholders but does not imply activist activity.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
RLJ Lodging Trust
(Name of Issuer)
$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share
(Title of Class of Securities)
74965L200
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
74965L200
1
Names of Reporting Persons
Infrastructure Capital Advisors, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
74965L200
1
Names of Reporting Persons
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,534,120.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,534,120.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,534,120.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.31 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP No.
74965L200
1
Names of Reporting Persons
Jay Hatfield
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
74965L200
1
Names of Reporting Persons
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
51,074.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
51,074.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
51,074.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.40 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RLJ Lodging Trust
(b)
Address of issuer's principal executive offices:
7373 WISCONSIN AVE, SUITE 1500, BETHESDA, MD, 20814
Item 2.
(a)
Name of person filing:
Infrastructure Capital Advisors, LLC
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I
Jay Hatfield
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust
(b)
Address or principal business office or, if none, residence:
Infrastructure Capital Advisors, LLC
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019
Jay Hatfield
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust
1325 AVENUE OF THE AMERICAS, 28TH FLOOR, NEW YORK, NY, 10019
(c)
Citizenship:
Infrastructure Capital Advisors, LLC - New York
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - Delaware
Jay Hatfield - United States
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - Delaware
(d)
Title of class of securities:
$1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share
(e)
CUSIP No.:
74965L200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 1,534,120
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 51,074
(b)
Percent of class:
Infrastructure Capital Advisors, LLC - 0.0%
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 12.31%
Jay Hatfield - 0.0%
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 0.40%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 0
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 0
(ii) Shared power to vote or to direct the vote:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 1,534,120
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 51,074
(iii) Sole power to dispose or to direct the disposition of:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 0
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 0
(iv) Shared power to dispose or to direct the disposition of:
Infrastructure Capital Advisors, LLC - 0
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I - 1,534,120
Jay Hatfield - 0
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust - 51,074
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the shares of $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share reported in this Schedule 13G are held in the accounts of Infrastructure Capital Advisors, LLC's clients, none of which, other than Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I, individually owns more than 5% of the $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Infrastructure Capital Advisors, LLC
Signature:
/s/ Samuel Caffrey-Agoglia
Name/Title:
Samuel Caffrey-Agoglia/General Counsel and Chief Compliance Officer
Date:
08/14/2025
Virtus InfraCap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I
Signature:
/s/ Samuel Caffrey-Agoglia
Name/Title:
Samuel Caffrey-Agoglia/General Counsel and Chief Compliance Officer
Date:
08/14/2025
Jay Hatfield
Signature:
/s/ Jay Hatfield
Name/Title:
Jay Hatfield
Date:
08/14/2025
InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust
Signature:
/s/ Samuel Caffrey-Agoglia
Name/Title:
Samuel Caffrey-Agoglia/General Counsel and Chief Compliance Officer
Date:
08/14/2025
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
How many RLJ $1.95 Series A preferred shares does Virtus InfraCap U.S. Preferred Stock ETF own?
The filing reports 1,534,120 shares, representing 12.31% of that preferred class.
What percent of the RLJ preferred class does InfraCap Equity Income Fund ETF hold?
InfraCap Equity Income Fund ETF holds 51,074 shares, equal to 0.40% of the class.
Do any reporting persons claim sole voting or dispositive power over the shares?
No; the filing shows 0 shares with sole voting or sole dispositive power for the reporting persons.
Does the filing indicate intent to influence control of RLJ Lodging Trust?
The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Who signed the Schedule 13G/A on behalf of the reporting entities?
Signatures are provided by Samuel Caffrey-Agoglia (General Counsel and Chief Compliance Officer) for Infrastructure Capital Advisors and affiliated ETFs, and by Jay Hatfield for himself.
