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SHO • CIK 0001295810
Our Company We were incorporated in Maryland on June 28, 2004. We are a real estate investment trust (“REIT”), under the Internal Revenue Code of 1986, as amended (the “Code”). As of December 31, 2025, we owned 14 hotels, comprised of 6,999 rooms, located in 7 states and in Washington, DC. Our portfolio consists of upper upscale and luxury hotels located in convention, urban, and resort destinations. All of our hotels are operated under nationally recognized brands, except the Oceans Edge Resort & Marina, which operates independently. We own hotels in convention, urban, and resort destinations that benefit from significant barriers to entry by competitors and diverse economic drivers. Our mission is to be the premier stewards of capital in the lodging industry, providing superior returns to our stockholders by investing in hotels where we can add value through capital investment, hotel repositioning, and asset management. In addition, we seek to capitalize on our portfolio’s embedded value and balance sheet strength to actively recycle past investments into new growth and value creation opportunities in order to deliver strong stockholder returns and superior per share net asset value growth. Our hotels are operated by third-party managers under long-term management agreements with the TRS Lessee or its subsidiaries. As of December 31, 2025, our third-party managers included: subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”), managers of six of our hotels; Hyatt Hotels Corporation (“Hyatt”), manager of three of our hotels; and Four Seasons Hotels Limited (“Four Seasons”), Hilton Worldwide Holdings Inc. (“Hilton”), Montage North America, LLC (“Montage”), Sage Hospitality Group (“Sage”) and Singh Hospitality, LLC (“Singh”) (aka EOS Hospitality), each a manager of one of the Company’s hotels. Competitive Strengths We believe the following competitive strengths distinguish us from other owners of lodging properties: ● High Quality Portfolio of Well-Located Hotels and Resorts. We believe that we will create lasting stockholder value through the active ownership of high quality real estate with a balance of convention, urban, and resort assets. Our hotels and resorts are located in highly desirable markets and possess unique attributes that are difficult to replicate. We believe that through active asset management and focused capital investment we are able to enhance the value of our real estate, allowing us to recycle our investments into new growth opportunities. 3 Table of Contents ● Significant Liquidity Position . As of December 31, 2025, we had total cash of $185.7 million, including $76.5 million of restricted cash, and access to our undrawn $500.0 million credit facility. We believe our current liquidity will enable us to fund our day-to-day business needs without needing to raise additional capital through equity or debt issuances. ● Flexible Capital Structure . We believe our capital structure provides us with financial flexibility to execute our strategy. We maintain a manageable debt maturity profile and seek to employ a mix of fixed and variable rate debt to achieve a competitive blended cost of financing, and we utilize interest rate derivatives to help manage interest rate risk. Based on the variable rates at December 31, 2025 and including the effect of our interest rate swap derivatives, the weighted average interest rate on our total debt was 5.0%. As of December 31, 2025, we also have an undrawn $500.0 million credit facility. In addition to debt, we also selectively utilize preferred equity to finance