Summit Hotel Properties, Inc.INN
Summit Hotel Properties, Inc. Debt Disclosure
DEBT
At December 31, 2025, our indebtedness was comprised of borrowings under our 2023 Senior Credit Facility, the 2024 Term Loan, the GIC Joint Venture Credit Facility, the GIC Joint Venture Term Loan, the PACE Loan, the Convertible Notes (each of such credit facilities and loans are defined below), and two loans secured by first priority mortgage liens on three lodging properties. In March 2025, we closed the 2025 Delayed Draw Term Loan to refinance a significant portion of our outstanding $287.5 million convertible notes when they matured in February 2026. As of December 31, 2025, we had not drawn any amounts under the 2025 Delayed Drawn Term Loan.
We have entered into interest rate swaps to fix the interest rates on a portion of our variable interest rate indebtedness. The weighted average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 4.83% and 5.01% at December 31, 2025 and 2024, respectively. We are in compliance with all financial covenants in the loan agreements.
In December 2025, we executed amendments to the $600 million Senior Credit and Term Loan Facility, the 2024 Term Loan, the 2025 Delayed Draw Term Loan, and the GIC Joint Venture Credit Facility to reduce the interest payable pursuant to each respective credit agreement by removing the 10 basis point credit spread adjustment to the term SOFR rate therein.
$600 Million Senior Credit and Term Loan Facility
In June 2023, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into an amended and restated $600.0 million senior credit facility (the “2023 Senior Credit Facility”) with Bank of America, N.A., as successor administrative agent, and a syndicate of lenders. The 2023 Senior Credit Facility is comprised of a $400.0 million revolver (the “$400 Million Revolver”) and a $200.0 million term loan facility (the “$200 Million Term Loan”). The 2023 Senior Credit Facility has an accordion feature which allows the Company to increase the total commitments by an aggregate of up to $300.0 million.
At December 31, 2025, the $200 Million Term Loan was fully funded, and we had no outstanding borrowings on our $400 Million Revolver. Borrowings under the 2023 Senior Credit Facility are limited by the value of the Unencumbered Assets.
The $400 Million Revolver has a maturity date of June 2027, which may be extended by the Company for up to two consecutive six-month periods, subject to certain conditions, and the $200 Term Loan has a maturity date of June 2026, which may be extended by the Company for up to two consecutive 12-month periods, subject to certain conditions.
The $400 Million Revolver bears interest, at our option, at either (i) the Secured Overnight Financing Rate (“SOFR”) or term SOFR plus a margin ranging from 140 basis points to 240 basis points, depending on the Company's leverage ratio (as defined in the loan documents) or (ii) an applicable base rate (which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 50 basis points, and 1-month term SOFR plus 100 basis points) (the “base rate”) plus a margin ranging from 40 basis points to 140 basis points, depending on the Company's leverage ratio (as defined in the loan documents).
The $200 Million Term Loan bears interest, at our option, at either (i) daily SOFR or term SOFR plus a margin ranging from 135 basis points to 235 basis points, depending on the Company's leverage ratio (as defined in the loan documents) or (ii) the base rate plus a margin ranging from 35 basis points to 135 basis points, depending on the Company's leverage ratio (as defined in the loan documents).
We are also required to pay an unused fee (“Unused Fee”) on the undrawn portion of the $400 Million Revolver. The Unused Fee shall be calculated on a daily basis on the unused amount of the $400 Million Revolver multiplied by (i) 0.25% per annum in the event that the unused amount is greater than 50% of the maximum aggregate amount of the $400 Million Revolver, or, (ii) 0.20% per annum in the event that unused amount is equal to or less than 50% of the maximum aggregate amount of the $400 Million Revolver. The Unused Fee is payable quarterly in arrears and on the final maturity date of the $400 Million Revolver.
We are required to comply with various financial and other covenants to draw and maintain borrowings under the $400 Million Revolver.
Amendments to the 2023 Senior Credit Facility
In September 2024, we executed an amendment to the 2023 Senior Credit Facility. Under the amendment, we may elect at our sole discretion that the Unsecured Leverage Ratio (as defined in the loan documents) may exceed 60% but shall in no event exceed 65% for such fiscal quarter and the next three succeeding fiscal quarters (the “Unsecured Leverage Increase Period”). Once this one-time right has been exercised and after the Unsecured Leverage Increase Period expires, the 2023 Senior Credit Facility will revert back to the prior Unsecured Leverage Ratio pursuant to which the credit availability under the 2023 Senior Credit Facility will be limited to the 60% Unsecured Leverage Ratio for the remainder of the term of the 2023 Senior Credit Facility. We have not yet made the election under the amendment.
In March 2025, we executed an amendment to the 2023 Senior Credit Facility to, among other things, permit the 2025 Delayed Draw Term Loan.
Term Loans
2024 Term Loan
In February 2024, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a $200.0 million senior unsecured term loan financing (the “2024 Term Loan”) with Regions Bank. Proceeds from the 2024 Term Loan financing and advances on our $400 Million Revolver were used to repay in full a similar term loan that was scheduled to mature in February 2025.
The 2024 Term Loan has an initial maturity date of February 2027 and can be extended for two 12-month periods by the Company, subject to certain conditions. At December 31, 2025, the 2024 Term Loan was fully funded.
We pay interest on advances at varying rates, based upon, at our option, either (i) the daily SOFR or term SOFR (subject to a floor of zero basis points), plus a margin ranging between 135 and 235 basis points, depending upon our leverage ratio (as defined in the loan documents) or (ii) the base rate plus a margin ranging between 35 and 135 basis points, depending on our leverage ratio (as defined in the loan documents). We are required to pay other fees, including arrangement and administrative fees.
We are required to comply with various financial and other covenants to maintain borrowings under the 2024 Term Loan.
Amendment to 2024 Term Loan
In September 2024, we executed an amendment to the 2024 Term Loan. Under the amendment, we may elect at our sole discretion that the Unsecured Term Loan Leverage Ratio (as defined in the loan documents) may exceed 60% but shall in no event exceed 65% for such fiscal quarter and the next three succeeding fiscal quarters (the “Unsecured Term Loan Leverage Increase Period”). Once this one-time right has been exercised and after the Unsecured Term Loan Leverage Increase Period expires, the 2024 Term Loan will revert back to the prior Unsecured Term Loan Leverage Ratio pursuant to which the credit availability under the 2024 Term Loan will be limited to the 60% Unsecured Term Loan Leverage Ratio for the remainder of the term of the 2024 Term Loan. We have not yet made the election under the amendment.
In March 2025, we executed an amendment to the 2024 Term Loan to, among other things, permit the 2025 Delayed Draw Term Loan.
Borrowings under the 2023 Senior Credit Facility and the 2024 Term Loan are limited by the value of the Unencumbered Assets (as defined in the loan agreements).
Convertible Senior Notes and Capped Call Options
In January 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell $287.5 million aggregate principal amount of 1.50% convertible senior notes due 2026 (the “Convertible Notes"). The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were approximately $280.0 million before consideration of the Capped Call Transactions (as described below). These proceeds were used to pay the cost of the Capped Call Transactions and to partially repay outstanding obligations under the Company's prior senior credit facility and a $62.0 million term loan.
The Convertible Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The Convertible Notes matured on February 15, 2026 and were repaid using amounts available on the 2025 Delayed Drawn Term Loan and borrowings on our $400 Million Revolver.
During each of the years ended December 31, 2025, 2024 and 2023, the Company recorded coupon interest expense of $4.3 million and amortized $1.5 million of the $7.6 million debt issuance costs related to the Convertible Notes Offering during each of the years ended December 31, 2025, 2024, and 2023. Including the amortization of the debt issuance costs, the effective interest rate on the Convertible Notes at December 31, 2025 was approximately 2.02%. The unamortized discount related to the Convertible Notes was $0.2 million and $1.7 million at December 31, 2025 and 2024, respectively.
In January 2021, in connection with the pricing of the Convertible Notes and the full exercise by the Underwriters of their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters or their respective affiliates and another financial institution to reduce the potential dilution to holders of shares of common stock upon the conversion of the Convertible Notes or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted notes upon conversion thereof, with such reduction or offset subject to a cap. The Capped Call options expired unexercised upon repayment of the Convertible Notes in February 2026.
2025 Delayed Draw Term Loan
In March 2025, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into the 2025 Delayed Draw Term Loan with Bank of America, N.A., as administrative agent. The 2025 Delayed Draw Term Loan was used in February 2026 to refinance a significant portion of our Convertible Notes upon maturity. The 2025 Delayed Draw Term Loan has an accordion feature which allows the Company to increase the total commitments to $325 million.
The 2025 Delayed Draw Term Loan has an initial maturity date of March 27, 2028, and can be extended for two 12-month periods by the Company, subject to certain conditions, resulting in a fully extended maturity of March 2030. Advances under the 2025 Delayed Draw Term Loan will bear interest at varying rates based upon, at our option, either (i) daily SOFR or term SOFR, plus a margin ranging from 135 basis points to 235 basis points depending on our leverage ratio, or (ii) the base rate, plus a base rate margin ranging from 35 basis points to 135 basis points, depending on our leverage ratio.
We are also required to pay a fee on the unused portion of the 2025 Delayed Draw Term Loan equal to the undrawn amount multiplied by an annual rate of 0.25% of the average unused amount of the 2025 Delayed Draw Term Loan.
During the year ended December 31, 2025, we incurred debt issuance costs related to the 2025 Delayed Draw Term Loan of $4.3 million. The debt issuance costs are recorded as deferred financing costs and are included in Deferred charges, net on our Consolidated Balance Sheet at December 31, 2025. Amortization of the deferred financing costs commenced in February 2026 when we drew on the 2025 Delayed Draw Term Loan.
At December 31, 2025, we had not yet drawn any amounts on this loan. In February 2026, we borrowed $275 million under the 2025 Delayed Draw Term Loan to repay the Convertible Notes upon maturity.
We are required to comply with various financial and other covenants to maintain borrowings under the 2025 Delayed Draw Term Loan.
Borrowings under the 2025 Delayed Draw Term Loan are limited by the value of the Unencumbered Assets (as defined in the loan agreements).
GIC Joint Venture Credit Facility
In September 2023, Summit JV MR 1, LLC (the “Borrower”), as borrower, and Summit Hospitality JV, LP (the “Parent” or “GIC Joint Venture”), as parent of the Borrower, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a credit facility (the “GIC Joint Venture Credit Facility”) with Bank of America, N.A., as administrative agent and sole initial lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The Operating Partnership and the Company are not borrowers or guarantors of the GIC Joint Venture Credit Facility. The GIC Joint Venture Credit Facility is guaranteed by all of the Borrower’s existing and future subsidiaries, subject to certain exceptions.
The GIC Joint Venture Credit Facility is currently comprised of a $125.0 million revolving credit facility (the “$125 Million Revolver”) and, after giving effect to a December 2024 increase to the term loan, a $125.0 million term loan (the “$125 Million Term Loan”). The GIC Joint Venture Credit Facility has an accordion feature which allows the GIC Joint Venture to further increase the total commitments for aggregate potential borrowings of up to $500.0 million. The December 2024 increase to the $125 Million Term Loan funded a portion of the purchase price for the acquisition of two lodging properties (see Note 3 - Investments in Lodging Property, net).
At December 31, 2025, the GIC Joint Venture had $125.0 million outstanding under the $125 Million Revolver. The $125 Million Revolver and the $125 Million Term Loan have an initial maturity date of September 2027 and can be extended for a single 12-month period at the option of the GIC Joint Venture, subject to certain conditions. As such, the $125 Million Revolver and the $125 Million Term Loan have a fully extended maturity date of September 2028.
The interest rate on the $125 Million Revolver is based on the higher of (i) daily SOFR or term SOFR, plus a margin of 215 basis points, or, (ii) the base rate, plus a base rate margin of 115 basis points.
The interest rate on the $125 Million Term Loan is based on the higher of (i) Daily SOFR or term SOFR, plus a margin of 210 basis points, or, (ii) the base rate, plus a base rate margin of 110 basis points.
In addition, on a quarterly basis, the GIC Joint Venture will be required to pay a fee on the unused portion of the GIC Joint Venture Credit Facility equal to the unused amount multiplied by an annual rate of 0.25% of the average unused amount of the GIC Joint Venture Credit Facility. The GIC Joint Venture will also be required to pay other fees, including customary arrangement and administrative fees.
Borrowing Base Assets. The GIC Joint Venture Credit Facility is secured primarily by a first priority pledge of the Borrower's equity interests in the subsidiaries that hold 15 lodging properties financed by the facility, and the related TRS entities, which wholly own the TRS Lessees that lease each of the borrowing base assets. There are currently 15 lodging properties deemed borrowing base assets.
We are required to comply with various financial and other covenants to maintain borrowings under the GIC Joint Venture Credit Facility.
GIC Joint Venture Term Loan
In January and March 2022, the Operating Partnership and the GIC Joint Venture closed on a transaction with NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, “NewcrestImage”), to acquire a portfolio of 27 lodging properties, two parking structures, and various financial incentives (the “NCI Transaction”). In connection with the NCI Transaction, in January 2022, Summit JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC (each of which is a subsidiary of the GIC Joint Venture, and are collectively, the “JV Borrowers”), the GIC Joint Venture, as parent guarantor, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a $410 million senior secured term loan facility (the “2022 GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent, to finance a portion of the NCI transaction.
In July 2025, the GIC Joint Venture entered into a $400 million term loan (the “2025 GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent, and a syndicate of lenders to refinance and replace the 2022 GIC Joint Venture Term Loan. As part of the transaction, we incurred costs of $4.7 million, which are recorded as a discount on the related debt on our Consolidated Balance Sheet at December 31, 2025. These costs and $0.5 million of unamortized debt issuance costs from the 2022 GIC Joint Venture Term Loan will be amortized over the term of the 2025 GIC Joint Venture Term Loan. In addition, we expensed $0.2 million of third-party costs and $0.1 million of unamortized debt issuance costs related to the 2022 GIC Joint Venture Term Loan, which are included in Other income, net on our Consolidated Statements of Operations for the year ended December 31, 2025.
The 2025 GIC Joint Venture Term Loan has an accordion feature that permits an increase in the total commitments by up to $200 million, for aggregate potential borrowings of up to $600 million. The 2025 GIC Joint Venture Term Loan will mature on July 24, 2028 and can be extended for two 12-month periods at the option of the GIC Joint Venture, subject to certain conditions. As such, the 2025 GIC Joint Venture Term Loan has a fully extended maturity date of July 2030. At December 31, 2025, we had $390.7 million outstanding on the 2025 GIC Joint Venture Term Loan.
The interest rate on the 2025 GIC Joint Venture Term Loan is based upon, at our option, (i) daily SOFR or Term SOFR (1-month or 3-month) plus a margin of 235 basis points, or (ii) the base rate plus a base rate margin of 135 basis points.
We are also required to pay other fees, including customary arrangement and administrative fees.
Neither the Operating Partnership nor the Company are borrowers or guarantors of the 2025 GIC Joint Venture Term Loan. The 2025 GIC Joint Venture Term Loan is guaranteed by the GIC Joint Venture and all of the Term Loan Borrower's existing and future subsidiaries, subject to certain exceptions.
The 2025 GIC Joint Venture Term Loan is secured primarily by a first priority pledge of the Term Loan Borrower's equity interests in the subsidiaries that hold a direct or indirect interest in the remaining 24 lodging properties and two parking facilities purchased in the NCI Transaction that constitute borrowing base assets.
We are required to comply with various financial and other covenants to maintain borrowings under the 2025 GIC Joint Venture Term Loan.
PACE Loan
As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a Property Assessed Clean Energy (“PACE”) loan of approximately $6.5 million. The loan bears fixed interest at 6.10%, has an amortization period of 20 years, and matures on July 31, 2040. The PACE loan is secured by an assessment lien imposed by the County of Tarrant, Texas for the benefit of the lender. At December 31, 2025, the outstanding balance of the PACE loan is $5.7 million.
Brickell Mortgage Loan
In June 2022, the Company entered into a joint venture (the “Brickell Joint Venture”) with C-F Brickell, LLC (“C-F Brickell”) that was the developer of the dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel in Miami, FL (together the “AC/Element Hotel”), to facilitate the exercise of a purchase option to acquire a 90% equity interest in the Brickell Joint Venture (the “Initial Purchase Option”), which owned a 100% interest in the AC/Element Hotel. The Brickell Joint Venture entered into a $47.0 million mortgage loan and non-recourse guarantee with City National Bank of Florida to fund a portion of the Initial Purchase Option.
In May 2025, the Brickell Joint Venture closed on a $58 million mortgage loan (the “Brickell Mortgage Loan”) with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the $45.4 million outstanding balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June 2025.
The Brickell Mortgage Loan provides for an interest rate equal to one-month term SOFR plus 260 basis points. Payments on the Brickell Mortgage Loan are interest-only during the term of the loan, subject to certain financial requirements. The Brickell Mortgage Loan will mature in May 2028, and can be extended for two 12-month periods at the option of the Brickell Joint Venture, subject to certain conditions.
Mortgage Loan Repayment
In June 2017, Summit Meta 2017, LLC, a subsidiary of our Operating Partnership, entered into a $47.6 million secured, non-recourse loan with MetaBank (the “MetaBank Loan”). In June 2024, the outstanding balance of the loan was $42.3 million at which time we repaid the MetaBank Loan for $39.1 million prior to its scheduled maturity date, which represented a discount of $3.2 million and resulted in a gain on extinguishment of debt of $3.0 million after legal fees and unamortized debt issuance costs that were written-off on the closing date. As a result of this repayment, the three lodging properties previously held as collateral for the MetaBank Loan were released.
At December 31, 2025 and 2024 our outstanding indebtedness was as follows (dollar amounts in thousands):
| Lender | Reference | Interest Rate | Amortization Period (Years) | Initial Maturity Date | Fully Extended Maturity Date | Number of Properties Encumbered | ||||||||||||||||||||||||||||||||||||||||||||
| December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| OPERATING PARTNERSHIP DEBT: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 Senior Credit Facility | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Bank of America, NA | ||||||||||||||||||||||||||||||||||||||||||||||||||
$400 Million Revolver | (1) | 5.84% Variable | n/a | 6/21/2027 | 6/21/2028 | n/a | $ | — | $ | 10,000 | ||||||||||||||||||||||||||||||||||||||||
$200 Million Term Loan | (1) | 6.02% Variable | n/a | 6/21/2026 | 6/21/2028 | n/a | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||
| Total Senior Credit and Term Loan Facility | 200,000 | 210,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Notes | (2) | 1.50% Fixed | n/a | 2/15/2026 | 2/15/2026 | n/a | 287,500 | 287,500 | ||||||||||||||||||||||||||||||||||||||||||
| Term Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||
Regions Bank 2024 Term Loan Facility | (1) | 5.92% Variable | n/a | 2/26/2027 | 2/26/2029 | n/a | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||
2025 Delayed Draw Term Loan | (1) (2) | 5.79% Variable | n/a | 3/27/2028 | 3/27/2030 | n/a | — | — | ||||||||||||||||||||||||||||||||||||||||||
| 200,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total Operating Partnership Debt | 687,500 | 697,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
| JOINT VENTURE DEBT: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Brickell Joint Venture Mortgage Loan | ||||||||||||||||||||||||||||||||||||||||||||||||||
| City National Bank of Florida | n/a | n/a | n/a | n/a | n/a | — | 46,060 | |||||||||||||||||||||||||||||||||||||||||||
| Wells Fargo Bank, N.A. | 6.47% Variable | n/a | 5/15/2028 | 5/15/2030 | 2 | 58,000 | — | |||||||||||||||||||||||||||||||||||||||||||
| 58,000 | 46,060 | |||||||||||||||||||||||||||||||||||||||||||||||||
| GIC Joint Venture Credit Facility and Term Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Bank of America, N.A. | ||||||||||||||||||||||||||||||||||||||||||||||||||
$125 Million Revolver | (3) | 6.07% Variable | n/a | 9/15/2027 | 9/15/2028 | n/a | 125,000 | 125,000 | ||||||||||||||||||||||||||||||||||||||||||
$125 Million Term Loan | (3) | 6.02% Variable | n/a | 9/15/2027 | 9/15/2028 | n/a | 125,000 | 125,000 | ||||||||||||||||||||||||||||||||||||||||||
Bank of America, N.A. 2022 Term Loan | n/a | n/a | n/a | n/a | n/a | — | 396,037 | |||||||||||||||||||||||||||||||||||||||||||
| Bank of America, N.A. 2025 Term Loan | (4) | 6.27% Variable | n/a | 7/24/2028 | 7/24/2030 | n/a | 390,730 | — | ||||||||||||||||||||||||||||||||||||||||||
| Wells Fargo | 4.99% Fixed | 30 | 6/6/2028 | 6/6/2028 | 1 | 12,253 | 12,526 | |||||||||||||||||||||||||||||||||||||||||||
| PACE loan | (5) | 6.10% Fixed | 20 | 7/31/2040 | 7/31/2040 | n/a | 5,660 | 5,884 | ||||||||||||||||||||||||||||||||||||||||||
| Total GIC Joint Venture Credit Facility and Term Loans | 1 | 658,643 | 664,447 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Joint Venture Debt | 3 | 716,643 | 710,507 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Debt | 3 | 1,404,143 | 1,408,007 | |||||||||||||||||||||||||||||||||||||||||||||||
| Unamortized debt issuance costs | (10,129) | (11,297) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Debt, net of issuance costs | $ | 1,394,014 | $ | 1,396,710 | ||||||||||||||||||||||||||||||||||||||||||||||
(1) The 2023 Senior Credit Facility, the Regions Bank 2024 Term Loan Facility, and the 2025 Delayed Draw Term Loan are supported by a borrowing base of 52 unencumbered hotel properties and their affiliates.
(2) The $287.5 million of Convertible Notes were repaid in February 2026 using amounts available on the 2025 Delayed Drawn Term Loan and borrowings on our $400 Million Revolver.
(3) The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities (and affiliated entities) that own 15 lodging properties.
(4) The GIC Joint Venture Term Loan with Bank of America, N.A. is secured by pledges of the equity in the entities (and affiliated entities) that own 24 lodging properties and two parking garages.
(5) As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a PACE loan of approximately $6.5 million. The loan bears fixed interest at 6.10%, has an amortization period of 20 years, and matures on July 31, 2040. The PACE loan is secured by an assessment lien imposed by the County of Tarrant, Texas for the benefit of the lender.
Our total fixed-rate and variable-rate debt at December 31, 2025 and 2024, after giving effect to our interest rate derivatives, is as follows (dollar amounts in thousands):
| 2025 | Percentage | 2024 | Percentage | |||||||||||||||||||||||
Fixed-rate debt(1) | $ | 988,413 | 70 | % | $ | 930,910 | 66 | % | ||||||||||||||||||
| Variable-rate debt | 415,730 | 30 | % | 477,097 | 34 | % | ||||||||||||||||||||
| $ | 1,404,143 | $ | 1,408,007 | |||||||||||||||||||||||
(1) At December 31, 2025, debt related to our wholly owned properties coupled with our pro rata share of joint venture debt results in a fixed-rate debt ratio of approximately 77% of our total pro rata indebtedness when including the effect of interest rate swaps. See “Note 8 - Derivative Financial Instruments and Hedging.”
Contractual principal payments, taking into consideration our maturity date extension options, at December 31, 2025, for each of the next five years are as follows (in thousands):
| For the Year Ended December 31, | Amount | |||||||
2026 (1) | $ | 288,032 | ||||||
| 2027 | 562 | |||||||
| 2028 | 461,938 | |||||||
| 2029 | 200,293 | |||||||
| 2030 | 449,042 | |||||||
| Thereafter | 4,276 | |||||||
| $ | 1,404,143 | |||||||
(1) Virtually all of our debt maturities for the year ended December 31, 2026 relate to our Convertible Notes totaling $287.5 million, which matured in February 2026. Upon maturity, we repaid our Convertible Notes with proceeds from the 2025 Delayed Draw Term Loan and borrowings on our $400 Million Revolver.
Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands):
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | Valuation Technique | ||||||||||||||||||||||||||||
| Convertible notes | $ | 287,500 | $ | 287,500 | $ | 287,500 | $ | 278,766 | Level 1 - Market approach | |||||||||||||||||||||||
| Mortgage loans | 17,913 | 17,849 | 18,410 | 17,344 | Level 2 - Market approach | |||||||||||||||||||||||||||
| $ | 305,413 | $ | 305,349 | $ | 305,910 | $ | 296,110 | |||||||||||||||||||||||||
At December 31, 2025 and 2024, we had $683.0 million and $625.0 million of debt with variable interest rates that had been converted to fixed interest rates through derivative financial instruments which are carried at fair value. Differences between carrying value and fair value of our fixed-rate debt are primarily due to changes in interest rates. Inherently, fixed-rate debt is subject to fluctuations in fair value as a result of changes in the current market rate of interest on the valuation date.
For additional information on our use of derivatives as interest rate hedges, see “Note 8 - Derivative Financial Instruments and Hedging.”
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 21, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 24, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.