Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-32514

DIAMONDROCK HOSPITALITY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Maryland

20-1180098

(State of Incorporation)

(I.R.S. Employer Identification No.)

2 Bethesda Metro Center, Suite 1400,

Bethesda,

Maryland

20814

(Address of Principal Executive Offices)

(Zip Code)

(240) 744-1150

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	DRH	New York Stock Exchange
8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	DRH Pr A	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

The registrant had 207,592,210 shares of its $0.01 par value common stock outstanding as of November 8, 2024.

Table of Contents

INDEX



			Page No.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited):

Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023			1

Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023			2

Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2024 and 2023			4

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023			6

Notes to the Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18

Item 3. Quantitative and Qualitative Disclosures about Market Risk			33

Item 4. Controls and Procedures			33

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			34

Item 1A. Risk Factors			34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34

Item 3. Defaults Upon Senior Securities			34

Item 4. Mine Safety Disclosures			34

Item 5. Other Information			34

Item 6. Exhibits			35

Table of Contents

PART I. FINANCIAL INFORMATION

Item I.Financial Statements

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	September 30, 2024		December 31, 2023
ASSETS	(Unaudited)		(Audited)
Property and equipment, net	$	2,727,299	$	2,755,195
Right-of-use assets	96,512		97,692

Restricted cash	44,493		45,576
Due from hotel managers	167,959		144,689
Prepaid and other assets	69,773		73,940
Cash and cash equivalents	75,287		121,595
Total assets	$	3,181,323	$	3,238,687
LIABILITIES AND EQUITY
Liabilities:



Debt, net of unamortized debt issuance costs	1,097,215		1,177,005
Lease liabilities	114,387		112,866
Due to hotel managers	126,011		116,522
Deferred rent	72,576		69,209
Unfavorable contract liabilities, net	58,622		59,866
Accounts payable and accrued expenses	39,944		39,563
Distributions declared and unpaid	6,664		6,324
Deferred income related to key money, net	8,026		8,349
Total liabilities	1,523,445		1,589,704
Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized:
8.250% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), 4,760,000 shares issued and outstanding at September 30, 2024 and December 31, 2023	48		48
Common stock, $0.01 par value; 400,000,000 shares authorized; 207,276,487 and 209,627,197 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	2,073		2,096
Additional paid-in capital	2,269,938		2,291,297
Accumulated other comprehensive loss	(5,997)		(2,036)
Distributions in excess of earnings	(616,934)		(649,330)
Total stockholders’ equity	1,649,128		1,642,075
Noncontrolling interests	8,750		6,908
Total equity	1,657,878		1,648,983
Total liabilities and equity	$	3,181,323	$	3,238,687

The accompanying notes are an integral part of these consolidated financial statements.

-1-

Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,

	2024		2023		2024		2023
Revenues:
Rooms	$	192,471	$	186,334	$	559,465	$	544,325
Food and beverage	65,787		64,723		212,279		192,869
Other	26,871		25,463		79,088		74,126
Total revenues	285,129		276,520		850,832		811,320
Operating Expenses:
Rooms	47,919		45,773		139,472		131,092
Food and beverage	47,319		45,428		145,275		134,486
Other departmental and support expenses	67,357		65,952		199,774		193,365
Management fees	7,093		7,323		20,411		19,196
Franchise fees	10,117		8,913		29,710		26,393
Other property-level expenses	24,752		25,704		78,558		76,755
Depreciation and amortization	28,356		27,683		84,542		82,995
Impairment losses	1,596		—		1,596		941

Corporate expenses	7,660		7,526		45,083		23,677
Business interruption insurance income	—		(537)		—		(647)

Total operating expenses, net	242,169		233,765		744,421		688,253
Interest expense	16,986		15,973		49,434		48,712
Interest (income) and other (income) expense, net	(1,001)		(772)		(3,265)		(1,717)

Total other expenses, net	15,985		15,201		46,169		46,995
Income before income taxes	26,975		27,554		60,242		76,072
Income tax expense	(418)		(224)		(696)		(420)
Net income	26,557		27,330		59,546		75,652
Less: Net income attributable to noncontrolling interests	(125)		(58)		(256)		(259)
Net income attributable to the Company	26,432		27,272		59,290		75,393
Distributions to preferred stockholders	(2,454)		(2,454)		(7,362)		(7,362)
Net income attributable to common stockholders	$	23,978	$	24,818	$	51,928	$	68,031

Earnings per share:
Earnings per share available to common stockholders—basic	$	0.11	$	0.12	$	0.25	$	0.32
Earnings per share available to common stockholders—diluted	$	0.11	$	0.12	$	0.25	$	0.32

The accompanying notes are an integral part of these consolidated financial statements.

-2-

Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - (CONTINUED)

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,

	2024		2023		2024		2023
Comprehensive Income:
Net income	$	26,557	$	27,330	$	59,546	$	75,652
Other comprehensive income:
Unrealized (loss) gain on interest rate derivative instruments	(4,237)		150		(4,631)		3,533
Unrealized gain (loss) on Rabbi Trust assets	298		(178)		650		269
Comprehensive income	22,618		27,302		55,565		79,454
Comprehensive income attributable to noncontrolling interests	(106)		(89)		(240)		(272)
Comprehensive income attributable to the Company	$	22,512	$	27,213	$	55,325	$	79,182

The accompanying notes are an integral part of these consolidated financial statements.

-3-

Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share and per share amounts)

(Unaudited)


	Preferred Stock			Common Stock
	Shares	Par Value		Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Earnings		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance at December 31, 2023	4,760,000	$	48	209,627,197	$	2,096	$	2,291,297	$	(2,036)	$	(649,330)	$	1,642,075	$	6,908	$	1,648,983
Net income	—	—		—	—		—		—		8,328		8,328		30		8,358
Unrealized gain on interest rate derivative instruments	—	—		—	—		—		957		—		957		3		960
Unrealized gain on Rabbi Trust assets	—	—		—	—		—		298		—		298		1		299
Distributions on common stock/units ($0.03 per common share/unit)	—	—		—	—		—		—		(6,301)		(6,301)		(31)		(6,332)
Distributions on preferred stock ($0.5156 per preferred share)	—	—		—	—		—		—		(2,454)		(2,454)		—		(2,454)
Share-based compensation	—	—		753,860	7		1,895		—		—		1,902		433		2,335
Shares redeemed to satisfy withholdings on vested share based compensation	—	—		(316,624)	(3)		(2,904)		—		—		(2,907)		—		(2,907)

Common stock repurchased and retired	—	—			—		—		—		—		—		—		—
Balance at March 31, 2024	4,760,000	$	48	210,064,433	$	2,100	$	2,290,288	$	(781)	$	(649,757)	$	1,641,898	$	7,344	$	1,649,242
Net income	—	—		—	—		—		—		24,530		24,530		101		24,631
Unrealized loss on interest rate derivative instruments	—	—		—	—		—		(1,349)		—		(1,349)		(5)		(1,354)
Unrealized gain on Rabbi Trust assets	—	—		—	—		—		53		—		53		—		53
Distributions on common stock/units ($0.03 per common share/unit)	—	—		—	—		—		—		(6,238)		(6,238)		(34)		(6,272)
Distributions on preferred stock ($0.5156 per preferred share)	—	—		—	—		—		—		(2,454)		(2,454)		—		(2,454)
Share-based compensation	—	—		503,457	5		6,250		—		—		6,255		1,272		7,527
Shares redeemed to satisfy withholdings on vested share based compensation	—	—		(195,404)	(2)		(1,729)		—		—		(1,731)		—		(1,731)
Common stock repurchased and retired	—	—		(2,454,307)	(24)		(20,586)		—		—		(20,610)		—		(20,610)
Balance at June 30, 2024	4,760,000	$	48	207,918,179	$	2,079	$	2,274,223	$	(2,077)	$	(633,919)	$	1,640,354	$	8,678	$	1,649,032
Net income	—	—		—	—		—		—		26,432		26,432		125		26,557
Unrealized loss on interest rate derivative instruments	—	—		—	—		—		(4,217)		—		(4,217)		(20)		(4,237)
Unrealized gain on Rabbi Trust assets	—	—		—	—		—		297		—		297		1		298
Distributions on common stock/units ($0.03 per common share/unit)	—	—		—	—		—		—		(6,993)		(6,993)		(34)		(7,027)
Distributions on preferred stock ($0.5156 per preferred share)	—	—		—	—		—		—		(2,454)		(2,454)		—		(2,454)
Share-based compensation	—	—		28,474	1		1,082		—		—		1,083		—		1,083
Shares redeemed to satisfy withholdings on vested share based compensation	—	—		(9,597)	—		9		—		—		9		—		9
Common stock repurchased and retired	—	—		(660,569)	(7)		(5,376)		—		—		(5,383)		—		(5,383)
Balance at September 30, 2024	4,760,000	$	48	207,276,487	$	2,073	$	2,269,938	$	(5,997)	$	(616,934)	$	1,649,128	$	8,750	$	1,657,878

-4-

Table of Contents


	Preferred Stock			Common Stock
	Shares	Par Value		Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Distributions in Excess of Earnings		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance at December 31, 2022	4,760,000	$	48	209,374,830	$	2,094	$	2,288,433	—		$	(700,694)	$	1,589,881	$	6,297	$	1,596,178
Net income	—	—		—	—		—		—		9,156		9,156		32		9,188
Unrealized loss on interest rate derivative instruments	—	—		—	—		—		(84)		—		(84)		—		(84)
Unrealized gain on Rabbi Trust assets	—	—		—	—		—		237		—		237		—		237
Distributions on common stock/units ($0.03 per common share/unit)	—	—		—	—		—		—		(6,295)		(6,295)		(32)		(6,327)
Distributions on preferred stock ($0.5156 per preferred share)	—	—		—	—		—		—		(2,454)		(2,454)		—		(2,454)
Share-based compensation	—	—		804,541	—		1,827		—		—		1,827		140		1,967
Shares redeemed to satisfy withholdings on vested share based compensation	—	—		(333,779)	6		(3,029)		—		—		(3,023)		—		(3,023)

Common stock repurchased and retired	—	—		(56,400)	(2)		(407)		—		—		(409)		—		(409)
Balance at March 31, 2023	4,760,000	$	48	209,789,192	$	2,098	$	2,286,824	$	153	$	(700,287)	$	1,588,836	$	6,437	$	1,595,273
Net income	—	—		—	—		—		—		38,965		38,965		169		39,134
Unrealized gain on interest rate derivative instruments	—	—		—	—		—		3,467		—		3,467		—		3,467
Unrealized gain on Rabbi Trust assets	—	—		—	—		—		210		—		210		—		210
Distributions on common stock/units ($0.03 per common share/unit)	—	—		—	—		—		—		(6,287)		(6,287)		(32)		(6,319)
Distributions on preferred stock ($0.5156 per preferred share)	—	—		—	—		—		—		(2,454)		(2,454)		—		(2,454)
Share-based compensation	—	—		62,500	—		2,535		—		—		2,535		225		2,760

Common stock repurchased and retired	—	—		(262,054)	(3)		(2,011)		—		—		(2,014)		—		(2,014)

Balance at June 30, 2023	4,760,000	$	48	209,589,638	$	2,095	$	2,287,348	$	3,830	$	(670,063)	$	1,623,258	$	6,799	$	1,630,057

Net income	—	—		—	—		—				27,272		27,272		58		27,330
Unrealized gain on interest rate derivative instruments	—	—		—	—		—		150		—		150		—		150
Unrealized loss on Rabbi Trust assets	—	—		—	—		—		(178)		—		(178)		—		(178)
Distributions on common stock/units ($0.03 per common share/unit)	—	—		—	—		—		—		(6,288)		(6,288)		(31)		(6,319)
Distributions on preferred stock ($0.5156 per preferred share)	—	—		—	—		—		—		(2,454)		(2,454)		—		(2,454)
Share-based compensation	—	—		—	—		1,788		—		—		1,788		225		2,013
Redemption of Operating Partnership units	—	—		37,559	1		365		—		—		366		(366)		—



Balance at September 30, 2023	4,760,000	$	48	209,627,197	$	2,096	$	2,289,501	$	3,802	$	(651,533)	$	1,643,914	$	6,685	$	1,650,599

The accompanying notes are an integral part of these consolidated financial statements.

-5-

Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023

Cash flows from operating activities:
Net income	$	59,546	$	75,652
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	84,542		82,995
Corporate asset depreciation as corporate expenses	107		150


Non-cash lease expense and other amortization	4,604		4,620


Non-cash interest rate swap fair value adjustment	—		2,033
Amortization of debt issuance costs	1,505		1,540
Impairment losses	1,596		941



Amortization of deferred income related to key money	(323)		(323)
Share-based compensation	10,945		6,740
Changes in assets and liabilities:
Prepaid expenses and other assets	(1,580)		(2,022)
Due to/from hotel managers	(13,780)		7,377
Accounts payable and accrued expenses	1,453		4,983
Net cash provided by operating activities	148,615		184,686
Cash flows from investing activities:
Capital expenditures	(58,407)		(67,449)

Acquisition of interest in land	—		(1,833)

Property acquisitions			(31,894)




Net cash used in investing activities	(58,407)		(101,176)
Cash flows from financing activities:
Scheduled mortgage debt principal payments	(7,068)		(7,109)



Repayment of mortgage debt	(73,255)		—







Distributions on common stock and units	(19,292)		(25,531)
Distributions on preferred stock	(7,362)		(7,362)
Repurchase of common stock	(25,993)		(2,423)

Shares redeemed to satisfy tax withholdings on vested share-based compensation	(4,629)		(3,023)
Net cash used in financing activities	(137,599)		(45,448)
Net decrease in cash, cash equivalents, and restricted cash	(47,391)		38,062
Cash, cash equivalents, and restricted cash at beginning of period	167,171		107,178
Cash, cash equivalents, and restricted cash at end of period	$	119,780	$	145,240

The accompanying notes are an integral part of these consolidated financial statements.

-6-

Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)

(In thousands)

(Unaudited)

Supplemental Disclosure of Cash Flow Information:


	Nine Months Ended September 30,
	2024		2023
Cash paid for interest	$	48,646	$	44,706
Cash paid for income taxes, net	$	3,451	$	2,645



Non-cash investing and financing activities:
Unpaid dividends and distributions declared	$	6,664	$	6,380
Accrued capital expenditures	$	3,814	$	6,712

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the amount shown within the consolidated statements of cash flows:


	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	75,287	$	121,595
Restricted cash	44,493		45,576
Total cash, cash equivalents and restricted cash	$	119,780	$	167,171

The accompanying notes are an integral part of these consolidated financial statements.

-7-

Table of Contents

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements

(Unaudited)

1. Organization

DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. As of September 30, 2024, we owned 36 hotels with 9,760 guest rooms. Our hotels are concentrated in major urban markets and in destination resort locations and more than 60% of our hotels are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Inc., Hilton Worldwide, or IHG Hotels & Resorts). We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all of the operating profits or losses generated by our hotels after we pay fees to the hotel managers and hotel brands, which are based on the revenues and profitability of the hotels.

We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and owned 99.5% of the limited partnership units (“common OP units”) of our operating partnership as of September 30, 2024. The remaining 0.5% of the common OP units are held by third parties and executive officers of the Company. See Note 7 for additional disclosures related to common OP units.

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with U.S. GAAP; however, we believe the disclosures made are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; with early adoption permitted. The adoption of ASU 2023-07 is not expected to be significant as the only impact will be additional disclosures for our consolidated financial statements.

3. Property and Equipment

Property and equipment consists of the following (in thousands):

-8-

Table of Contents


	September 30, 2024		December 31, 2023
Land	$	590,824	$	590,824
Land improvements	2,400		7,994
Buildings and site improvements	2,912,933		2,878,508
Furniture, fixtures and equipment	194,978		561,484
Construction in progress	20,959		21,175
	3,722,094		4,059,985
Less: accumulated depreciation	(994,795)		(1,304,790)
	$	2,727,299	$	2,755,195

As of September 30, 2024 and December 31, 2023, we had accrued capital expenditures of $3.8 million and $4.7 million, respectively. During the three and nine months ended September 30, 2024, we recorded an impairment loss of $1.6 million related to the write-off of construction in progress that was determined not to be recoverable.

4. Debt

The following table sets forth information regarding the Company’s debt (dollars in thousands):


			Principal Balance as of
Loan	Interest Rate	Maturity Date	September 30, 2024		December 31, 2023




Courtyard New York Manhattan/Midtown East mortgage loan	4.40%	August 2024	$	—	$	74,346
Worthington Renaissance Fort Worth Hotel mortgage loan	3.66%	May 2025	72,267		73,727
Hotel Clio mortgage loan	4.33%	July 2025	55,025		56,091
Westin Boston Seaport District mortgage loan	4.36%	November 2025	170,574		174,025
Unsecured term loan	SOFR + 1.35% (1)	January 2028	500,000		500,000
Unsecured term loan	SOFR + 1.35% (2)	January 2026 (3)	300,000		300,000
Senior unsecured credit facility	SOFR + 1.40%	September 2026 (4)	—		—
Total debt			1,097,866		1,178,189
Unamortized debt issuance costs (5)			(651)		(1,184)
Debt, net of unamortized debt issuance costs			$	1,097,215	$	1,177,005
Weighted-Average Interest Rate (6)	5.60%

_______________________

(1)Interest rate as of September 30, 2024 was 5.93%, which includes the effect of interest rate swaps.

(2)Interest rate as of September 30, 2024 was 6.31%.

(3)In September 2024, we exercised our option to extend the maturity by an additional year to January 2026.

(4)Maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions.

(5)Excludes debt issuance costs related to our senior unsecured credit facility, which are included within Prepaid and Other Assets on the accompanying consolidated balance sheet.

(6)Includes the effect of interest rate swaps. See Note 5 for additional disclosures on interest rate swaps.

Mortgage Debt

We have incurred limited recourse, property specific mortgage debt secured by certain of our hotels. In the event of default, the lender may only foreclose on the secured assets; however, in the event of fraud, misapplication of funds or other customary recourse provisions, the lender may seek payment from us. As of September 30, 2024, three of our 36 hotels were secured by mortgage debt. On August 6, 2024, we paid off $73.3 million outstanding on the Courtyard New York Manhattan/Midtown East mortgage loan using cash on hand. We intend to refinance the other mortgage loans that mature in 2025 as they approach their respective maturity dates. In the case that refinancing options are not attractive, we may repay such mortgage loans using our senior unsecured revolving credit facility.

-9-

Table of Contents

Our mortgage debt contains certain property specific covenants and restrictions, including minimum debt service coverage

ratios or debt yields that trigger “cash trap” provisions, as well as restrictions on incurring additional debt without lender consent. Such cash trap provisions are triggered when the hotel’s operating results fall below a certain debt service coverage ratio or debt yield. When these provisions are triggered, all of the excess cash flow generated by the hotel is deposited directly into cash management accounts for the benefit of our lenders until a specified debt service coverage ratio or debt yield is reached and maintained for a certain period of time. Such provisions do not provide the lender the right to accelerate repayment

of the underlying debt. We had no cash traps in effect as of September 30, 2024 and December 31, 2023.

Senior Unsecured Credit Facility and Unsecured Term Loans

We are party to a Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) that provides us with a $400 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800 million. The revolving credit facility matures on September 27, 2026, which we may extend for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. The term loan facilities consist of a $500 million term loan that matures on January 3, 2028 and a $300 million term loan that matures January 3, 2026. In September 2024, we exercised our option to extend the maturity of the $300 million term loan from January 3, 2025 to January 3, 2026. We have the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions.

Interest is paid on the periodic advances on the revolving credit facility and amounts outstanding on the term loans at varying rates, based upon the adjusted Secured Overnight Financing Rate (“SOFR”), as defined in the Credit Agreement, plus an applicable margin. The applicable margin is based upon our leverage ratio, as follows:


Leverage Ratio	Applicable Margin for Revolving Loans	Applicable Margin for Term Loans
Less than 30%	1.40%	1.35%
Greater than or equal to 30% but less than 35%	1.45%	1.40%
Greater than or equal to 35% but less than 40%	1.50%	1.45%
Greater than or equal to 40% but less than 45%	1.60%	1.55%
Greater than or equal to 45% but less than 50%	1.80%	1.75%
Greater than or equal to 50% but less than 55%	1.95%	1.85%
Greater than or equal to 55%	2.25%	2.20%

The Credit Agreement contains various financial covenants. A summary of the most significant covenants is as follows:

Actual at

Covenant

September 30, 2024

Maximum leverage ratio (1)

60%

27.7%

Minimum fixed charge coverage ratio (2)

1.50x

2.90x

Secured recourse indebtedness

Less than 45% of Total Asset Value

9.0%

Maximum unencumbered leverage ratio

60%

28.6%

Minimum unencumbered implied debt service coverage ratio

1.20x

2.64x

_____________________________

(1)Leverage ratio is net indebtedness, as defined in the Credit Agreement, divided by total asset value, defined in the Credit Agreement as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate.

(2)Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Credit Agreement as EBITDA less FF&E reserves, for the most recent trailing 12 month period, to fixed charges, which is defined in the Credit Agreement as interest expense, all regularly scheduled principal payments and payments on capitalized lease obligations, for the same 12 month period.

The components of the Company's interest expense consisted of the following (in thousands):

-10-

Table of Contents


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Unsecured term loan interest	$	12,665	$	11,019	$	35,419	$	31,867
Mortgage debt interest	3,527		4,130		11,572		12,331
Credit facility interest and unused fees	315		311		938		941
Amortization of debt issuance costs and debt premium	479		513		1,505		1,540
Interest rate swap mark-to-market	—		—		—		2,033
	$	16,986	$	15,973	$	49,434	$	48,712

5. Derivatives

The Company had the following derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):


									Fair Value of Assets (Liabilities)
Hedged Debt	Type	Fixed Rate		Index	Effective Date	Maturity Date	Notional Amount		September 30, 2024		December 31, 2023
$300M Senior unsecured term loans	Swap (1)	1.63	%	SOFR	November 28, 2022	July 25, 2024	$	87,500	$	—	$	1,660
$300M Senior unsecured term loans	Swap (1)	1.63	%	SOFR	November 28, 2022	July 25, 2024	$	87,500	—		1,658
$500M Senior unsecured term loans	Swap	3.36	%	SOFR	March 1, 2023	January 1, 2028	$	75,000	(231)		554
$500M Senior unsecured term loans	Swap	3.50	%	SOFR	March 1, 2023	January 1, 2027	$	75,000	(217)		449
$500M Senior unsecured term loans	Swap	3.27	%	SOFR	October 1, 2024	January 1, 2028	$	37,500	(13)		—
$500M Senior unsecured term loans	Swap	3.27	%	SOFR	October 1, 2024	January 1, 2028	$	37,500	(13)		—
$500M Senior unsecured term loans	Swap	3.07	%	SOFR	January 2, 2025	January 1, 2027	$	25,000	60		—
$500M Senior unsecured term loans	Swap	3.25	%	SOFR	January 2, 2025	January 1, 2026	$	75,000	104		—
									$	(310)	$	4,321

______________________

(1)Swap was designated as cash flow hedge as of April 1, 2023.

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2024, such derivatives were used to hedge the variable cash flows associated with variable-rate debt.

The table below details the location in the consolidated financial statements of the gains and losses recognized related to derivative financial instruments (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Effect of derivative instruments	Location in Statements of Operations and Comprehensive Income	2024		2023		2024		2023
Loss (gain) recognized in other comprehensive income	Unrealized loss (gain) on interest rate derivative instruments	$	4,237	$	150	$	4,631	$	3,533
Interest (income) for derivatives that were designated as cash flow hedges	Interest expense	$	(1,155)	$	(2,694)	$	(5,863)	$	(5,235)
Interest (income) expense for derivatives that were not designated as cash flow hedges	Interest expense	$	—	$	—	$	—	$	469

-11-

Table of Contents

During the next twelve months, the Company estimates that $1.2 million will be reclassified from other comprehensive income as a decrease to interest expense.

6. Fair Value Measurements

The fair value of certain financial assets and liabilities and other financial instruments are as follows (in thousands):


	September 30, 2024				December 31, 2023
	Carrying Amount (1)		Fair Value		Carrying Amount (1)		Fair Value
Debt	$	1,097,215	$	1,095,730	$	1,177,005	$	1,167,638

_______________

(1)The carrying amount of debt is net of unamortized debt issuance costs.

The fair value of our debt is a Level 2 measurement under the fair value hierarchy. We estimate the fair value of our debt by discounting the future cash flows of each instrument at estimated market rates.

The fair value of our interest rate swaps is a Level 2 measurement under the fair value hierarchy. We estimate the fair value of the interest rate swaps based on the interest rate yield curve and implied market volatility as inputs and adjusted for the counterparty's credit risk. We concluded the inputs for the credit risk valuation adjustment are Level 3 inputs; however these inputs are not significant to the fair value measurement in its entirety.

The fair values of our other financial instruments not included in the table above are estimated to be equal to their carrying amount.

7. Equity

Common Shares

We are authorized by our charter to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors.

In August 2024, our board of directors approved an “at-the-market” equity offering program (the “Current ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. Prior to the establishment of the Current ATM Program, we had a $200.0 million ATM program (the “Prior ATM Program”), which is no longer active. No shares were sold under either the Prior ATM Program or the Current ATM Program during the three and nine months ended September 30, 2024.

In May 2024, our board of directors authorized the repurchase of up to $200.0 million of our common stock under a new share repurchase program, which replaced our prior share repurchase program that was authorized in September 2022. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. The new share repurchase program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. The new share repurchase program will expire on May 1, 2026. As of September 30, 2024, we have repurchased 3,114,876 shares of common stock at an average price of $8.33 per share for a total purchase price of $26.0 million under this program. As of November 8, 2024, we have $174.0 million of authorized capacity remaining under the new share repurchase program. All share repurchases during the year were made under the new share repurchase program.

Preferred Shares

We are authorized by our charter to issue up to 10 million shares of preferred stock, $0.01 par value per share. Our board of directors is required to set for each class or series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption.

As of September 30, 2024 and December 31, 2023, there were 4,760,000 shares of 8.250% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) issued and outstanding with a liquidation preference each of $25.00 per share. On or after August 31, 2025, the Series A Preferred Stock will be redeemable at the Company's option, in whole or in

-12-

Table of Contents

part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date.

Operating Partnership Units

In connection with our acquisition of Cavallo Point in December 2018, we issued 796,684 common OP units to third parties, otherwise unaffiliated with the Company, then valued at $11.76 per unit. Each common OP unit is redeemable at the option of the holder. Holders of common OP units have certain redemption rights, which enable them to cause our operating partnership to redeem their units in exchange for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions.

Long-Term Incentive Partnership units (“LTIP units”), which are also referred to as profits interest units, may be issued to eligible participants under the 2024 Equity Incentive Plan for the performance of services to or for the benefit of our operating partnership. LTIP units are a class of partnership unit in our operating partnership and will receive, whether vested or not, the same per-unit distributions as the outstanding common OP units, which equal per-share dividends on shares of our common stock. Initially, LTIP units have a capital account balance of zero, do not receive an allocation of operating income (loss), and do not have full parity with common OP units with respect to liquidating distributions. If such parity is reached, vested LTIP units are converted into an equal number of common OP units, and thereafter will possess all of the rights and interests of common OP units, including the right to exchange the common OP units for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. See Note 8 for additional disclosures related to LTIP units.

There were 994,653 and 723,166 common OP units held by unaffiliated third parties and executive officers of the Company as of September 30, 2024 and December 31, 2023, respectively. There were 140,127 and 314,137 unvested LTIP units outstanding as of September 30, 2024 and December 31, 2023, respectively.

Dividends and Distributions

For each of the nine months ended September 30, 2024 and 2023, we paid an aggregate cash dividend of $0.09 per share or unit to holders of our common stock, common OP units, and LTIP units.

For each of the nine months ended September 30, 2024 and 2023, we paid an aggregate cash dividend of $1.5469 per share to holders of our Series A Preferred Stock.

8. Equity Incentive Plans

On February 27, 2024, our board of directors adopted the 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan was approved by our stockholders on May 1, 2024. The 2024 Plan replaces the 2016 Equity Incentive Plan (as amended, the “2016 Plan”) and share grants will no longer be made under the 2016 Plan; however, shares underlying awards already granted under the 2016 Plan will still be issued under the 2016 Plan if the awards vest. Under the 2024 Plan, we are authorized to issue up to 7,900,000 shares of our common stock, of which we have issued or committed to issue 1,076,916 shares as of September 30, 2024. Shares underlying awards that are granted under the 2024 Plan that are forfeited, cancelled, reacquired prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than be exercise), including shares tendered or held back upon settlement of an award, other than a stock option or stock appreciation right, to cover the tax withholding will be added back to the shares available for issuance under the 2024 Plan.

Restricted Stock Awards

Restricted stock awards issued to our officers and employees generally vest over a three to five year period from the date of grant based on continued employment. We measure compensation expense for the restricted stock awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. A summary of our restricted stock awards from January 1, 2024 to September 30, 2024 is as follows:

-13-

Table of Contents


	Number of Shares	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	1,200,693	$	9.33
Granted	361,920	8.66
Vested	(941,018)	9.35

Unvested balance at September 30, 2024	621,595	$	8.90

The total unvested restricted stock awards as of September 30, 2024 are expected to vest as follows: 253,430 shares during 2025, 244,845 shares during 2026, 114,087 shares during 2027, 7,970 shares during 2028, and 1,261 shares during 2029. As of September 30, 2024, the unrecognized compensation cost related to restricted stock awards was $4.0 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 26 months. We recorded $0.6 million and $1.0 million of compensation expense related to restricted stock awards for the three months ended September 30, 2024 and 2023, respectively. We recorded $4.5 million and $3.1 million of compensation expense related to restricted stock awards for the nine months ended September 30, 2024 and 2023, respectively, which included $2.0 million of accelerated compensation expense for the nine months ended September 30, 2024, related to restricted stock awards for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income.

Performance Stock Units

Performance stock units (“PSUs”) are restricted stock units that vest three or five years from the date of grant. Each executive officer is granted a target number of PSUs (the “PSU Target Award”). The actual number of shares of common stock issued to each executive officer is based on the Company's achievement of certain performance targets. Under this framework, 50% of the PSUs are based on relative total stockholder return and 50% on hotel market share improvement. The achievement of certain levels of total stockholder return relative to the total stockholder return of a peer group of publicly-traded lodging REITs is measured over a three-year performance period. There is no payout of shares of our common stock if our total stockholder return falls below the 30th percentile of the total stockholder returns of the peer group. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if our total stockholder return is equal to or greater than the 75th percentile of the total stockholder returns of the peer group. There are limitations on the number of PSUs earned if the Company's total stockholder return is negative for the performance period. The improvement in market share for each of our hotels is generally measured over a three-year performance period based on a report prepared for each hotel by STR Global, a well-recognized benchmarking service for the hospitality industry. There is no payout of shares of our common stock if the percentage of our hotels with market share improvements is less than 30%. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if the percentage of our hotels with market share improvements is greater than or equal to 75%.

We measure compensation expense for the PSUs based upon the fair market value of the award at the grant date. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income. The grant date fair value of the portion of the PSUs based on our relative total stockholder return is determined using a Monte Carlo simulation performed by a third-party valuation firm. The grant date fair value of the portion of the PSUs based on hotel market share improvement is the closing price of our common stock on the grant date. The determination of the grant-date fair values of outstanding awards based on our relative stockholder return included the following assumptions:


Award Grant Date	Volatility	Risk-Free Rate	Total Stockholder Return PSUs	Hotel Market Share PSUs
March 2, 2021	68.8%	0.26%	$9.28	$9.40
February 22, 2022	71.4%	1.74%	$9.84	$9.56
August 9, 2022	73.3%	3.20%	$9.65	$9.32
February 23, 2023	74.5%	4.40%	$9.22	$8.94
May 7, 2024	36.5%	4.64%	$8.03	$8.72

A summary of our PSUs from January 1, 2024 to September 30, 2024 is as follows:

-14-

Table of Contents


	Number of Target Units	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	1,032,296	$	9.34
Granted	364,799	8.36
Additional units from dividends	9,615	8.95
Vested (1)	(301,861)	9.32

Unvested balance at September 30, 2024	1,104,849	$	9.02

______________________

(1)The number of shares of common stock earned for the PSUs vested in 2024 was equal to 95.6% of the PSU Target Award.

The total unvested PSUs as of September 30, 2024 are expected to vest as follows: 331,417 units during 2025, 371,260 units during 2026, and 402,172 units during 2027. The number of shares earned upon vesting is subject to the attainment of the performance goals described above. As of September 30, 2024, the unrecognized compensation cost related to the PSUs was $3.2 million and is expected to be recognized on a straight-line basis over a weighted average period of 27 months. We recorded $0.4 million and $0.8 million of compensation expense related to the PSUs for the three months ended September 30, 2024 and 2023, respectively. We recorded $3.8 million and $2.3 million of compensation expense related to the PSUs for the nine months ended September 30, 2024 and 2023, respectively, which included $1.8 million of accelerated compensation expense for the nine months ended September 30, 2024, related to PSUs for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income. These awards will vest at 100% of the PSU Target Award based on their original vesting schedule.

LTIP Units

LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while potentially allowing them a more favorable income tax treatment. Each year, executives have the option to elect to receive their annual grant of share-based compensation as either LTIP units or restricted stock awards. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under the 2016 Plan or 2024 Plan, as applicable. At the time of award, LTIP units do not have full economic parity with common OP units, but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules.

A summary of our LTIP units from January 1, 2024 to September 30, 2024 is as follows:


	Number of Units	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	314,137	$	9.01
Granted	97,477	8.72
Vested (1)	(271,487)	8.94

Unvested balance at September 30, 2024	140,127	$	8.9

______________________

(1)As of September 30, 2024, all vested LTIP units have achieved economic parity with common OP units and have been converted to common OP units.

The total unvested LTIP units as of September 30, 2024 are expected to vest as follows: 46,709 during each of 2025, 2026, and 2027. As of September 30, 2024, the unrecognized compensation cost related to LTIP unit awards was $1.1 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 31 months. We recorded $0.1 million and $0.2 million of compensation expense related to LTIP unit awards for the three months ended September 30, 2024 and 2023, respectively. We recorded $1.9 million and $0.6 million of compensation expense related to LTIP unit awards for the nine months ended September 30, 2024 and 2023, respectively, which included $1.2 million of accelerated compensation expense for the nine months ended September 30, 2024, related to LTIPs for the departures of our former Chief Executive Officer and Chief Investment Officer. The accelerated compensation expense is recorded as severance costs in corporate expenses within the consolidated statements of operations and comprehensive income.

Nonemployee director awards

-15-

Table of Contents

The Company issues each nonemployee director either (i) fully vested, unrestricted shares of common stock or (ii) Deferred Stock Units (as defined in the 2024 Plan) granting a number of immediately vested but deferred stock units (together, the “nonemployee director awards”). We measure compensation expense for the nonemployee director awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized in the period the nonemployee director awards are granted and is included in corporate expenses in the accompanying consolidated statements of operations and comprehensive income.

There were no nonemployee director awards granted during the three months ended September 30, 2024 and 2023, and thus no compensation expense was recognized during these periods. During the nine months ended September 30, 2024, we granted a total of 88,305 nonemployee director awards at a grant date fair value of $8.72. We recorded $0.8 million and $0.7 million of compensation expense related to nonemployee director awards for the nine months ended September 30, 2024 and 2023, respectively.

9. Earnings Per Share

The following is a reconciliation of the calculation of basic and diluted earnings per share (“EPS”) (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		6	2023
Numerator:
Net income attributable to common stockholders	$	23,978	$	24,818	$	51,928		$	68,031


Denominator:
Weighted-average number of common shares outstanding—basic	209,339,807		211,490,571		210,729,779			211,525,596
Effect of dilutive securities:
Unvested restricted common stock	135,553		359,711		125,819			278,217

Shares related to unvested PSUs	732,721		354,707		744,516			325,899
Weighted-average number of common shares outstanding—diluted	210,208,081		212,204,989		211,600,114			212,129,712
Earnings per share:
Earnings per share available to common stockholders—basic	$	0.11	$	0.12	$	0.25		$	0.32
Earnings per share available to common stockholders—diluted	$	0.11	$	0.12	$	0.25		$	0.32

The common OP units held by the noncontrolling interest holders have been excluded from the denominator of the basic and diluted EPS calculation as there would be no effect on the amounts since the common OP units' share of income or loss would also be added or subtracted to derive net income available to common stockholders.

10. Commitments and Contingencies

Litigation

We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business regarding the operation of our hotels and other Company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations and comprehensive income. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties.

-16-

Table of Contents

Commitments

In October 2024, we executed an extension of the ground lease underlying the Courtyard New York Manhattan/Fifth Avenue to add a second renewal option for an additional 36 years. Our ability to exercise the second renewal option is contingent on the Company spending no less than $7.0 million on capital improvements by the end of 2026 (the “Capital Improvement Plan”). Assuming that we meet the Capital Improvement Plan and exercise all renewal options, the ground lease would expire in October 2121.

-17-

Table of Contents

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. These forward-looking statements are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions, whether in the negative or affirmative. Forward-looking statements are based on management’s current expectations and assumptions and are not guarantees of future performance. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risks discussed herein and the risk factors discussed from time to time in our periodic filings with the Securities and Exchange Commission, including in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Accordingly, there is no assurance that the Company’s expectations will be realized. Except as otherwise required by the federal securities laws, the Company disclaims any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this report to reflect events, circumstances or changes in expectations after the date of this report.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•negative developments in the economy, including, but not limited to elevated inflation and interest rates, job loss or growth trends, an increase in unemployment or a decrease in corporate earnings and investment;

•increased competition in the lodging industry and from alternative lodging channels or third party internet intermediaries in the markets in which we own properties;

•failure to effectively execute our long-term business strategy and successfully identify and complete acquisitions and dispositions;

•risks and uncertainties affecting hotel management, operations and renovations (including, without limitation, elevated inflation, construction delays, increased construction costs, disruption in hotel operations and the risks associated with our management and franchise agreements and our reliance on third-party managers);

•risks associated with the availability and terms of financing and the use of debt to fund acquisitions and renovations or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;

•risks associated with our level of indebtedness and our ability to satisfy our obligations under our debt agreements;

•risks associated with the lodging industry overall, including, without limitation, decreases in the frequency of travel and increases in operating costs;

•risks and uncertainties associated with our obligations under our management agreements;

•risks associated with natural disasters and other unforeseen catastrophic events;

•the adverse impact of any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies, travel, the hospitality industry, and on our financial condition and results of operations and our hotels;

•costs of compliance with government regulations, including, without limitation, the Americans with Disabilities Act;

•potential liability for uninsured losses and environmental contamination;

•risks associated with security breaches through cyber-attacks or otherwise, as well as other significant disruptions of our and our hotel managers’ information technologies and systems, which support our operations and those of our hotel managers;

•risks associated with our potential failure to maintain our qualification as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”);

•possible adverse changes in tax and environmental laws; and

•risks associated with our dependence on key personnel whose continued service is not guaranteed.

Overview

DiamondRock Hospitality Company is a lodging-focused Maryland corporation operating as a REIT for U.S. federal income tax purposes. As of September 30, 2024, we owned a portfolio of 36 premium hotels and resorts that contain 9,760 guest rooms located in 25 different markets in the United States. The markets that we target are those that we believe align with our strategic objectives, which include investing in assets in destination markets with constrained supply trends, those that provide geographic diversity relative to our existing portfolio, and those markets that are considered to have high growth potential.

-18-

Table of Contents

As an owner, rather than an operator, of lodging properties, we receive all of the operating profits or losses generated by our hotels after the payment of fees due to hotel managers and hotel brands, which are calculated based on the revenues and profitability of each hotel.

Our strategy is to apply aggressive asset management, prudent financial strategy, and disciplined capital allocation to high quality lodging properties in urban and resort markets in the U.S. with superior growth prospects and high barriers-to-entry. Our goal is to deliver long-term stockholder returns that exceed those generated by our peers through a combination of dividends and enduring capital appreciation.

Our primary business is to acquire, own, renovate and asset manage premium hotel properties in the United States. Our portfolio is concentrated in major urban markets and destination resort locations. All of our hotels are managed by a third party—either an independent operator or a brand operator, such as Marriott.

We critically evaluate each of our hotels to ensure that we own a portfolio of hotels that conforms to our vision, supports our mission and corresponds with our strategy. On a regular basis, we analyze our portfolio to identify opportunities to invest capital in certain projects or market non-core assets for sale in order to increase our portfolio quality. We are committed to a conservative capital structure with prudent leverage. We regularly assess the availability and affordability of capital in order to maximize stockholder value and minimize enterprise risk. In addition, we are committed to following sound corporate governance practices and to being open and transparent in our communications with our stockholders.

Our Revenues and Expenses

Our revenue is primarily derived from hotel operations, including but not limited to rooms revenue, food and beverage revenue and other revenue, which consists of parking, spa, resort fees, other guest services, and tenant leases.

Our operating costs and expenses consist of the costs to provide hotel services, including rooms expense, food and beverage expense, other departmental and support expenses, management and franchise fees, and other property-level expenses. Rooms expense includes housekeeping and front office wages and payroll taxes, room supplies, laundry services and other costs. Food and beverage expense includes the cost of food, beverages and associated labor costs. Other departmental and support expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, sales and marketing, information technology systems, repairs and maintenance and utility costs. Our hotels that are subject to franchise agreements are charged a royalty fee, plus additional fees for marketing, central reservation systems and other franchisor costs, in order for the hotel properties to operate under the respective brands. Franchise fees are based on a percentage of room revenue, and for certain hotels, additional franchise fees are charged for food and beverage revenue. We enter into management agreements with independent third-party management companies to operate our hotels. The management companies typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel. Other property-level expenses include property taxes, insurance, ground lease expense, and other fixed costs.

Key Indicators of Financial Condition and Operating Performance

We use a variety of operating and other information to evaluate the financial condition and operating performance of our business. These key indicators include financial information that is prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), as well as other financial information that is not prepared in accordance with U.S. GAAP. In addition, we use other information that may not be financial in nature, including statistical information and comparative data. We use this information to measure the performance of individual hotels, groups of hotels and/or our business as a whole. We periodically compare historical information to our internal budgets as well as industry-wide information. These key indicators include:

•Occupancy percentage;

•Average Daily Rate (“ADR”);

•Rooms Revenue per Available Room (“RevPAR”);

•Earnings Before Interest, Income Taxes, Depreciation and Amortization (“EBITDA”), Earnings Before Interest, Income Taxes, Depreciation and Amortization for real estate (“EBITDAre”), Adjusted EBITDA, and Hotel Adjusted EBITDA; and

-19-

Table of Contents

•Funds From Operations (“FFO”) and Adjusted FFO.

Occupancy, ADR and RevPAR are commonly used measures within the hotel industry to evaluate operating performance. RevPAR, which is calculated as the product of ADR and occupancy percentage, is an important statistic for monitoring operating performance at the individual hotel level and across our business as a whole. We evaluate individual hotel RevPAR performance on an absolute basis with comparisons to budget and prior periods, as well as on a company-wide and regional basis. ADR and RevPAR include only room revenue. Room revenue comprised approximately 66% of our total revenues for the nine months ended September 30, 2024 and is dictated by demand, as measured by occupancy percentage, pricing, as measured by ADR, and our available supply of hotel rooms.

Our ADR, occupancy percentage and RevPAR performance may be impacted by macroeconomic factors such as U.S. economic conditions generally, inflation, interest rates, regional and local employment growth, personal income and corporate earnings, office vacancy rates and business relocation decisions, airport and other business and leisure travel, increased use of lodging alternatives, new hotel construction and the pricing strategies of our competitors. In addition, our ADR, occupancy percentage and RevPAR performance is dependent on the continued success of our hotels' global brands.

We also use EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBTIDA, FFO and Adjusted FFO as measures of the financial performance of our business. See “Non-GAAP Financial Measures” for further discussion on these financial measures.

Our Hotels

The following tables set forth certain operating information for the nine months ended September 30, 2024 for each of our hotels owned during the period.

-20-

Table of Contents


Property	Location	Number of Rooms	Occupancy (%)		ADR ($)		RevPAR ($)		% Change from 2023 RevPAR
Chicago Marriott Downtown Magnificent Mile	Chicago, Illinois	1,200	62.5	%	$	252.74	$	158.06	5.8	%
Westin Boston Seaport District	Boston, Massachusetts	793	86.4	%	263.76		228.01		9.7	%
Salt Lake City Marriott Downtown at City Creek	Salt Lake City, Utah	510	68.5	%	192.95		132.09		9.4	%
Worthington Renaissance Fort Worth Hotel	Fort Worth, Texas	504	71.2	%	207.28		147.54		2.0	%
Westin San Diego Bayview	San Diego, California	436	73.3	%	231.87		170.02		(0.9)	%
Westin Fort Lauderdale Beach Resort	Fort Lauderdale, Florida	433	79.3	%	257.19		203.94		1.2	%
Westin Washington, D.C. City Center	Washington, D.C.	410	72.6	%	241.24		175.11		6.5	%
The Dagny Boston	Boston, Massachusetts	403	85.9	%	274.31		235.63		7.4	%
The Hythe Vail	Vail, Colorado	344	64.5	%	418.51		269.93		1.6	%
Courtyard New York Manhattan/Midtown East	New York, New York	321	92.6	%	324.06		299.98		5.5	%
Atlanta Marriott Alpharetta	Atlanta, Georgia	318	64.8	%	157.67		102.15		(3.5)	%
The Gwen Hotel	Chicago, Illinois	311	75.5	%	295.55		223.12		0.1	%
Hilton Garden Inn New York/Times Square Central	New York, New York	282	89.8	%	249.13		223.67		(0.9)	%
Embassy Suites by Hilton Bethesda	Bethesda, Maryland	272	71.8	%	175.22		125.78		7.0	%
Henderson Beach Resort	Destin, Florida	269	58.9	%	427.29		251.66		(11.0)	%
Hotel Champlain Burlington	Burlington, Vermont	258	74.3	%	238.69		177.25		(7.8)	%
Hotel Palomar Phoenix	Phoenix, Arizona	242	76.0	%	224.89		170.98		1.3	%
Bourbon Orleans Hotel	New Orleans, Louisiana	220	68.7	%	240.93		165.54		(9.1)	%
Hotel Clio	Denver, Colorado	199	77.7	%	311.61		242.10		6.2	%
Courtyard New York Manhattan/Fifth Avenue	New York, New York	189	89.9	%	279.65		251.53		(2.2)	%
Margaritaville Beach House Key West	Key West, Florida	186	84.1	%	402.31		338.15		(0.6)	%
The Lodge at Sonoma Resort	Sonoma, California	182	66.3	%	410.10		271.77		(4.9)	%
Courtyard Denver Downtown	Denver, Colorado	177	79.3	%	207.97		164.84		(4.6)	%
The Lindy Renaissance Charleston Hotel	Charleston, South Carolina	167	88.1	%	342.25		301.38		(4.0)	%
Kimpton Shorebreak Resort Huntington Beach Resort	Huntington Beach, California	157	83.8	%	328.41		275.26		0.1	%
Cavallo Point, The Lodge at the Golden Gate	Sausalito, California	142	59.9	%	578.72		346.52		5.2	%
Chico Hot Springs Resort & Day Spa (1)	Pray, Montana	117	74.0	%	205.30		152.00		14.5	%
Havana Cabana Key West	Key West, Florida	106	78.8	%	305.80		241.10		(6.3)	%
Tranquility Bay Beachfront Resort	Marathon, Florida	103	76.0	%	623.30		473.45		(6.7)	%
Hotel Emblem San Francisco	San Francisco, California	96	62.6	%	206.22		129.00		(21.6)	%
Kimpton Shorebreak Fort Lauderdale Beach Resort	Fort Lauderdale, Florida	96	74.5	%	201.68		150.23		4.5	%
L'Auberge de Sedona	Sedona, Arizona	88	66.0	%	845.89		558.05		2.5	%
The Landing Lake Tahoe Resort & Spa	South Lake Tahoe, California	82	64.2	%	436.36		279.94		11.8	%
Orchards Inn Sedona	Sedona, Arizona	70	56.5	%	282.06		159.41		(5.0)	%
Lake Austin Spa Resort	Austin, Texas	40	59.2	%	1,020.45		604.45		(3.6)	%
Henderson Park Inn	Destin, Florida	37	70.5	%	592.59		417.70		(5.3)	%
TOTAL/WEIGHTED AVERAGE		9,760	74.1	%	$	282.56	$	209.31	1.6	%

____________________

(1)The percentage change from 2023 RevPAR reflects the comparable period in 2023 to our 2024 ownership period for our 2023 acquisition.

Results of Operations

At September 30, 2024 and 2023, we owned 36 hotels. All properties owned during these periods have been included in our results of operations during the respective periods since their date of acquisition. Based on when a property was acquired, operating results for certain properties are not comparable for the three and nine months ended September 30, 2024 and 2023. The property detailed in the table below is hereinafter referred to as the “non-comparable property” and all other properties are referred to as “comparable properties”:

Property

Location

Acquisition Date

Chico Hot Springs Resort & Day Spa

Pray, Montana

August 1, 2023

-21-

Table of Contents

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

Revenue. Revenue consists primarily of the room, food and beverage and other operating revenues from our hotels, as follows (dollars in thousands):


	Three Months Ended September 30,				Change
	2024		2023		$		%
Rooms	$	192,471	$	186,334	$	6,137	3.3	%
Food and beverage	65,787		64,723		1,064		1.6	%
Other	26,871		25,463		1,408		5.5	%
Total revenues	$	285,129	$	276,520	$	8,609	3.1	%

Our total revenues increased $8.6 million from the three months ended September 30, 2023 to the three months ended September 30, 2024.

Rooms revenues increased by $6.1 million from the three months ended September 30, 2023 to the three months ended September 30, 2024, $0.6 million of which was due to the acquisition of the non-comparable property. The remaining increase of $5.5 million was the result of improved occupancy at our resort hotels and increased ADR at our urban hotels.

The following are key hotel operating statistics for the three months ended September 30, 2024 and 2023. The 2023 operating statistics reflect the period in 2023 comparable to our ownership period in 2024 for the non-comparable property.


	Three Months Ended September 30,
	2024			2023			% Change
Occupancy %	76.0		%	76.4		%	(0.4)	%
ADR	$	282.02		$	273.28		3.2	%
RevPAR	$	214.44		$	208.66		2.8	%

Food and beverage revenues increased $1.1 million from the three months ended September 30, 2023 to the three months ended September 30, 2024, $0.7 million of which was due to the acquisition of the non-comparable property. The remaining increase was primarily due to slight increases in banquet and outlet revenues.

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $1.4 million from the three months ended September 30, 2023 to the three months ended September 30, 2024, $0.3 million of which was due to the acquisition of the non-comparable property. The remaining increase of $1.1 million was primarily due to increases in resort fees and attrition and cancellation fees.

Hotel operating expenses. The operating expenses consisted of the following (dollars in thousands):


	Three Months Ended September,				Change
	2024		2023		$		%
Rooms	$	47,919	$	45,773	$	2,146	4.7	%
Food and beverage	47,319		45,428		1,891		4.2	%
Other departmental and support expenses	67,357		65,952		1,405		2.1	%
Management fees	7,093		7,323		(230)		(3.1)	%
Franchise fees	10,117		8,913		1,204		13.5	%
Other property-level expenses	24,752		25,704		(952)		(3.7)	%
Total hotel operating expenses	$	204,557	$	199,093	$	5,464	2.7	%

Our hotel operating expenses increased $5.5 million from the three months ended September 30, 2023 to the three months ended September 30, 2024, $1.2 million of which was due to the acquisition of the non-comparable property. The remaining increase in hotel operating expenses was primarily due to increased labor costs.

-22-

Table of Contents

between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and amortization expense remained flat from the three months ended September 30, 2023 to the three months ended September 30, 2024.

Impairment losses. During the three months ended September 30, 2024, we recorded an impairment loss of $1.6 million related to the write-off of construction in progress that was determined not to be recoverable. No impairment loss was recorded during the three months ended September 30, 2023.

Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses increased $0.1 million from the three months ended September 30, 2023 primarily due to costs related to the implementation of a new enterprise resource planning system in the second quarter of 2024.

Business interruption insurance income. During the three months ended September 30, 2023, we recognized $0.5 million of business interruption insurance income related to an electrical fire at the Hilton Garden Inn New York/Times Square Central that caused the hotel to be closed for seven days. No business interruption insurance income was recorded during the three months ended September 30, 2024.

Interest expense. Our interest expense increased $1.0 million from the three months ended September 30, 2023 to the three months ended September 30, 2024 and was comprised of the following (dollars in thousands):


	Three Months Ended September 30,				Change
	2024		2023		$		%
Term loan interest	12,665		11,019		1,646		14.9	%
Mortgage debt interest	$	3,527	$	4,130	$	(603)	(14.6)	%
Credit facility interest and unused fees	315		311		4		1.3	%
Amortization of debt issuance costs and debt premium	479		513		(34)		(6.6)	%
Interest rate swap mark-to-market	—		—		—		—	%
	$	16,986	$	15,973	$	1,013	6.3	%

The increase in interest expense is primarily related to the rising interest rates on our variable rate debt as well as the maturity of some of our interest rate swaps during the year.

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Revenue. Revenue consists primarily of the room, food and beverage and other operating revenues from our hotels, as follows (dollars in thousands):


	Nine Months Ended September 30,				Change
	2024		2023		$		%
Rooms	$	559,465	$	544,325	$	15,140	2.8	%
Food and beverage	212,279		192,869		19,410		10.1	%
Other	79,088		74,126		4,962		6.7	%
Total revenues	$	850,832	$	811,320	$	39,512	4.9	%

Our total revenues increased $39.5 million from the nine months ended September 30, 2023 to the nine months ended September 30, 2024.

Rooms revenues increased by $15.1 million from the nine months ended September 30, 2023 to the nine months ended September 30, 2024, $3.5 million of which was due to the acquisition of the non-comparable property. The remaining increase of $11.6 million was the result of improved occupancy at our hotels and increased ADR at our urban hotels.

The following are key hotel operating statistics for the nine months ended September 30, 2024 and 2023. The 2023 operating statistics reflect the period in 2023 comparable to our ownership period in 2024 for the non-comparable property.

-23-

Table of Contents


	Nine Months Ended September 30,
	2024			2023			% Change
Occupancy %	74.1		%	73.3		%	0.8	%
ADR	$	282.56		$	280.98		0.6	%
RevPAR	$	209.31		$	206.07		1.6	%

Food and beverage revenues increased $19.4 million from the nine months ended September 30, 2023 to the nine months ended September 30, 2024, $3.7 million of which was due to the acquisition of the non-comparable property. The remaining increase was primarily due to increases in both banquet revenues and audio visual revenues, driven by an increase in group business during the first half of the year.

Other revenues, which primarily represent spa, parking, resort fees and attrition and cancellation fees, increased by $5.0 million from the nine months ended September 30, 2023 to the nine months ended September 30, 2024, $1.4 million of which was due to the acquisition of the non-comparable property. The remaining increase of $3.6 million was primarily due to increases in resort fees and parking.

Hotel operating expenses. The operating expenses consisted of the following (dollars in thousands):


	Nine Months Ended September,				Change
	2024		2023		$		%
Rooms	$	139,472	$	131,092	$	8,380	6.4	%
Food and beverage	145,275		134,486		10,789		8.0	%
Other departmental and support expenses	199,774		193,365		6,409		3.3	%
Management fees	20,411		19,196		1,215		6.3	%
Franchise fees	29,710		26,393		3,317		12.6	%
Other property-level expenses	78,558		76,755		1,803		2.3	%
Total hotel operating expenses	$	613,200	$	581,287	$	31,913	5.5	%

Our hotel operating expenses increased $31.9 million from the nine months ended September 30, 2023 to the nine months ended September 30, 2024, $7.6 million of which was due to the acquisition of the non-comparable property. The remaining increase in hotel operating expenses was primarily due to higher occupancy levels and increased labor costs. Other property-level expenses increased due to higher property tax assessments and insurance premiums.

Depreciation and amortization. Depreciation and amortization on our hotel buildings is generally recorded over a 40 year period subsequent to acquisition. Depreciable lives of hotel furniture, fixtures and equipment are estimated as the time period between the acquisition date and the date that the hotel furniture, fixtures and equipment will be replaced. Our depreciation and amortization expense increased $1.5 million, or 1.9%, from the nine months ended September 30, 2023 primarily due to the acquisition of the non-comparable property.

Impairment losses. During the nine months ended September 30, 2024 and 2023, we recorded impairment losses of $1.6 million and $0.9 million, respectively, related to the write-off of construction in progress that was determined not to be recoverable.

Corporate expenses. Corporate expenses principally consist of employee-related costs, including payroll, bonus, restricted stock and benefits. Corporate expenses also include corporate operating costs, professional fees and directors' fees. Our corporate expenses increased $21.4 million from the nine months ended September 30, 2023 primarily due to $20.4 million of severance expense recognized due to the leadership changes announced in April 2024 and severance payments to the former Chief Executive Officer and Chief Investment Officer pursuant to their respective severance agreements.

Business interruption insurance income. During the nine months ended September 30, 2023, we recognized $0.5 million of business interruption insurance income related to an electrical fire at the Hilton Garden Inn New York/Times Square Central

that caused the hotel to be closed for seven days and $0.1 million related to an insurance claim at the Worthington Renaissance Fort Worth Hotel. No business interruption insurance income was recorded during the nine months ended September 30, 2024.

-24-

Table of Contents

Interest expense. Our interest expense increased $0.7 million from the nine months ended September 30, 2023 to the nine months ended September 30, 2024 and was comprised of the following (dollars in thousands):


	Nine Months Ended September 30,				Change
	2024		2023		$		%
Term loan interest	35,419		31,867		3,552		11.1	%
Mortgage debt interest	$	11,572	$	12,331	$	(759)	(6.2)	%
Credit facility interest and unused fees	938		941		(3)		(0.3)	%
Amortization of debt issuance costs and debt premium	1,505		1,540		(35)		(2.3)	%
Interest rate swap mark-to-market	—		2,033		(2,033)		(100.0)	%
	$	49,434	$	48,712	$	722	1.5	%

The increase in interest expense is primarily the result of elevated interest rates on our variable rate debt.

Liquidity and Capital Resources

Our short-term liquidity requirements consist primarily of funds necessary to pay our scheduled debt service, near term debt maturities, operating expenses, ground lease payments, capital expenditures directly associated with our hotels, any share repurchases, distributions to our common and preferred stockholders, and the cost of acquiring additional hotels. On August 6, 2024, we paid off $73.3 million outstanding on the Courtyard New York Manhattan/Midtown East mortgage loan using cash on hand.

Our mortgage debt agreements contain “cash trap” provisions that are triggered when the hotel’s operating results fall below a certain debt service coverage ratio. When these provisions are triggered, all of the excess cash flow generated by the hotel is deposited directly into cash management accounts for the benefit of our lenders until a specified debt service coverage ratio is reached and maintained for a certain period of time. Such provisions do not allow the lender the right to accelerate repayment of the underlying debt. We had no cash traps in effect as of September 30, 2024.

Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of acquiring additional hotels, renovations and other capital expenditures that need to be made periodically to our hotels, scheduled debt payments, debt maturities, certain redemptions of limited operating partnership units (“common OP units”), ground lease payments, share repurchases, redemption of our preferred shares, and making distributions to our common and preferred stockholders. We expect to meet our long-term liquidity requirements through various sources of capital, including cash provided by operations, borrowings, issuances of additional equity, including common OP units, and/or debt securities and proceeds from property dispositions. Our ability to incur additional debt is dependent upon a number of factors, including the state of the credit markets, our degree of leverage, the value of our unencumbered assets and borrowing restrictions imposed by existing lenders. Our ability to raise capital through the issuance of additional equity and/or debt securities is also dependent on a number of factors including the current state of the capital markets, investor sentiment and our intended use of proceeds. We may need to raise additional capital if we identify acquisition opportunities that meet our investment objectives and require liquidity in excess of existing cash balances. Our ability to raise funds through the issuance of equity securities depends on, among other things, general market conditions for hotel companies and REITs and market perceptions about us.

Our Financing Strategy

Since our formation in 2004, we have been committed to a conservative capital structure with prudent leverage. Our outstanding debt consists of fixed interest rate mortgage debt, unsecured term loans and periodic borrowings on our senior unsecured credit facility. We have a preference to maintain a significant portion of our portfolio as unencumbered in order to provide balance sheet flexibility. We expect that our strategy will enable us to maintain a balance sheet with an appropriate amount of debt throughout all phases of the lodging cycle. We believe that it is prudent to reduce the inherent risk of highly cyclical lodging fundamentals through a low leverage capital structure.

We prefer a relatively simple but efficient capital structure. We generally structure our hotel acquisitions to be straightforward and to fit within our capital structure; however, we will consider a more complex transaction, such as the issuance of common OP units in connection with the acquisition of Cavallo Point, The Lodge at the Golden Gate, if we believe that the projected returns to our stockholders will significantly exceed the returns that would otherwise be available.

-25-

Table of Contents

We believe that we maintain a reasonable amount of debt. As of September 30, 2024, we had $1.1 billion of debt outstanding with a weighted average interest rate of 5.60% and a weighted average maturity date of approximately 1.9 years. We have two mortgage loans that mature in the next 12 months. We intend to refinance the other mortgage loans that mature in 2025 as they approach their respective maturity dates. In the case that refinancing options are not attractive, we may repay such mortgage loans using our senior unsecured revolving credit facility. As of September 30, 2024, 33 of our 36 hotels are unencumbered by mortgage debt. We remain committed to our core strategy of prudent leverage.

Information about our financing activities is available in Note 4 to the accompanying consolidated financial statements.

ATM Program

In August 2024, our board of directors approved an “at-the-market” equity offering program (the “Current ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. Prior to the implementation of the Current ATM Program, we had a $200.0 million ATM program (the “Prior ATM Program”), which is no longer active. No shares were sold under either the Prior ATM Program or the Current ATM Program during the three and nine months ended September 30, 2024.

Share Repurchase Program

In May 2024, our board of directors authorized the repurchase of up to $200.0 million of our common stock under a new share repurchase program, which replaced our prior share repurchase program that was authorized in September 2022. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. The new share repurchase program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. The new share repurchase program will expire on May 1, 2026. As of September 30, 2024, we had repurchased 3,114,876 shares of common stock at an average price of $8.33 per share for a total purchase price of $26.0 million under this program. As of November 8, 2024, we have $174.0 million of authorized capacity remaining under the new share repurchase program. All share repurchases during the year were made under the new share repurchase program.

Short-Term Borrowings

Other than borrowings under our senior unsecured credit facility, discussed below, we do not utilize short-term borrowings to meet liquidity requirements.

Senior Unsecured Credit Facility and Unsecured Term Loans

We are party to a Sixth Amended and Restated Credit Agreement that provides us with a $400 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800 million. The revolving credit facility matures on September 27, 2026, which we may extend for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. The term loan facilities consist of a $500 million term loan that matures on January 3, 2028 and a $300 million term loan that matures on January 3, 2026. In September 2024, we exercised our option to extend the maturity from January 3, 2025 to January 3, 2026. We have the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions.

Additional information about the credit facilities, including a summary of significant covenants, can be found in Note 4 to the accompanying consolidated financial statements.

Sources and Uses of Cash

We expect that our principal sources of cash will include one or more of the following: net cash flow from hotel operations, sales of our equity and debt securities, debt financings and proceeds from any hotel dispositions. Our principal uses of cash are acquisitions of hotel properties, debt service and maturities, share repurchases and redemptions, capital expenditures, operating costs, ground lease payments, corporate expenses, and distributions to holders of common stock, common OP units and preferred stock. As of September 30, 2024, we had $75.3 million of unrestricted cash, $44.5 million of restricted cash and no outstanding borrowings on our senior unsecured credit facility.

Our net cash provided by operations was $148.6 million for the nine months ended September 30, 2024. Our cash from operations generally consists of the net cash flow from hotel operations, offset by cash paid for corporate expenses, interest payments, and other working capital changes. The decrease of $36.1 million in cash provided by operations from the nine

-26-

Table of Contents

months ended September 30, 2023 was primarily driven by timing differences related to collections from our hotel managers and severance payments related to our previously announced leadership changes.

Our net cash used in investing activities was $58.4 million for the nine months ended September 30, 2024, which consisted of capital expenditures at our hotels.

Our net cash used in financing activities was $137.6 million for the nine months ended September 30, 2024, which consisted of $19.3 million of distributions paid to holders of common stock and common OP units, $7.4 million of distributions paid to holders of preferred stock, $7.1 million of scheduled mortgage debt principal payments, $73.3 million of repayments of mortgage debt, $4.6 million paid to repurchase shares upon the vesting of restricted stock for the payment of tax withholding obligations, and $26.0 million of shares repurchased under our share repurchase program.

We currently anticipate our significant source of cash for the remainder of the year ending December 31, 2024 will be the net cash flow from hotel operations and potential dispositions. We expect our estimated uses of cash for the remainder of the year ending December 31, 2024 will be potential acquisitions, scheduled debt service payments and maturity payments, capital expenditures, distributions to preferred and common stockholders, share repurchases and corporate expenses.

Dividend Policy

We intend to distribute to our stockholders dividends at least equal to our REIT taxable income to avoid paying corporate income tax and excise tax on our earnings (other than the earnings of our taxable REIT subsidiaries, which are all subject to tax at regular corporate rates) and to qualify for the tax benefits afforded to REITs under the Code. In order to qualify as a REIT under the Code, we generally must make distributions to our stockholders each year in an amount equal to at least:

•90% of our REIT taxable income determined without regard to the dividends paid deduction and excluding net capital gains, plus

•90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code, minus

•any excess non-cash income.

The timing and frequency of distributions will be authorized by our board of directors and declared by us based upon a variety of factors, including our financial performance, restrictions under applicable law and our current and future loan agreements, our debt service requirements, our capital expenditure requirements, the requirements for qualification as a REIT under the Code and other factors that our board of directors may deem relevant from time to time.

For each of the nine months ended September 30, 2024 and 2023, we paid an aggregate cash dividend of $0.09 per share or unit to holders of our common stock, common OP units, and LTIP units.

For each of the nine months ended September 30, 2024 and 2023, we paid an aggregate cash dividend of $1.5469 per share to holders of our Series A Preferred Stock.

Capital Expenditures

The management and franchise agreements for each of our hotels provide for the establishment of separate property improvement reserves to cover, among other things, the cost of replacing and repairing furniture, fixtures and equipment at our hotels and other routine capital expenditures. Contributions to the property improvement fund are calculated as a percentage of hotel revenues. In addition, we may be required to pay for the cost of certain additional improvements that are not permitted to be funded from the property improvement fund under the applicable management or franchise agreement. As of September 30, 2024, we have set aside $41.7 million for capital projects in property improvement reserves, which are included in restricted cash on our consolidated balance sheet.

In 2024, we expect to spend approximately $85 million on capital improvements at our hotels, of which we have invested approximately $58.4 million during the nine months ended September 30, 2024. Significant projects in 2024 include the following:

•Hotel Champlain Burlington: We completed the rebranding and repositioning of the Hilton Burlington Lake Champlain to Hotel Champlain Burlington, a Curio Collection by Hilton in July 2024.

•Westin San Diego Bayview: We completed a comprehensive renovation of the hotel's guestrooms during the second quarter of 2024.

-27-

Table of Contents

•Bourbon Orleans Hotel: We completed a comprehensive renovation of the hotel's guestrooms during the third quarter of 2024.

•Orchards Inn Sedona: We commenced the repositioning of Orchards Inn as the Cliffs at L'Auberge on November 1, 2024. The repositioning will integrate the hotel with the adjacent L'Auberge de Sedona and include construction of a new pool connecting the two properties, renovation of the guestrooms and creation of a new arrival experience and new outdoor event space. We expect to complete the project in 2025.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance: EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with U.S. GAAP. EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO, as calculated by us, may not be comparable to other companies that do not define such terms exactly as the Company.

Use and Limitations of Non-GAAP Financial Measures

Our management and Board of Directors use EBITDA, EBITDAre, Adjusted EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO to evaluate the performance of our hotels and to facilitate comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital intensive companies. The use of these non-GAAP financial measures has certain limitations. These non-GAAP financial measures as presented by us, may not be comparable to non-GAAP financial measures as calculated by other real estate companies. These measures do not reflect certain expenses or expenditures that we incurred and will incur, such as depreciation, interest and capital expenditures. We compensate for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our reconciliations to the most comparable U.S. GAAP financial measures, and our consolidated statements of operations and comprehensive income and consolidated statements of cash flows, include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures.

These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with U.S. GAAP. They should not be considered as alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by U.S. GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our U.S. GAAP results and the reconciliations to the corresponding U.S. GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

EBITDA and EBITDAre

EBITDA represents net income (calculated in accordance with U.S. GAAP) excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; and (3) depreciation and amortization. The Company computes EBITDAre in accordance with the National Association of Real Estate Investment Trusts (“Nareit”) guidelines, as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.” EBITDAre represents net income (calculated in accordance with U.S. GAAP) adjusted for: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; (3) depreciation and amortization; (4) gains or losses on the disposition of depreciated property including gains or losses on change of control; (5) impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate; and (6) adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates.

We believe EBITDA and EBITDAre are useful to an investor in evaluating our operating performance because they help investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization, and in the case of EBITDAre, impairment and gains or losses on dispositions of depreciated property) from our operating results. In addition, covenants included in our debt agreements use EBITDA as a measure of financial compliance. We also use EBITDA and EBITDAre as measures in determining the value of hotel acquisitions and dispositions.

FFO

-28-

Table of Contents

The Company computes FFO in accordance with standards established by Nareit, which defines FFO as net income (calculated in accordance with U.S. GAAP) excluding gains or losses from sales of properties and impairment losses, plus real estate related depreciation and amortization. The Company believes that the presentation of FFO provides useful information to investors regarding its operating performance because it is a measure of the Company's operations without regard to specified non-cash items, such as real estate related depreciation and amortization and gains or losses on the sale of assets. The Company also uses FFO as one measure in assessing its operating results.

Adjustments to EBITDAre and FFO

We adjust EBITDAre and FFO when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance and that the presentation of Adjusted EBITDA and Adjusted FFO when combined with U.S. GAAP net income, EBITDAre and FFO, is beneficial to an investor's complete understanding of our consolidated and property-level operating performance. We adjust EBITDAre and FFO for the following items:

•Non-Cash Lease Expense and Other Amortization: We exclude the non-cash expense incurred from the straight-line recognition of expense from our ground leases and other contractual obligations and the non-cash amortization of our favorable and unfavorable contracts, originally recorded in conjunction with certain hotel acquisitions. We exclude these non-cash items because they do not reflect the actual cash amounts due to the respective lessors in the current period and they are of lesser significance in evaluating our actual performance for that period.

•Cumulative Effect of a Change in Accounting Principle: The Financial Accounting Standards Board promulgates new accounting standards that require or permit the consolidated statement of operations and comprehensive income to reflect the cumulative effect of a change in accounting principle. We exclude the effect of these adjustments, which include the accounting impact from prior periods, because they do not reflect the Company’s actual underlying performance for the current period.

•Gains or Losses from Early Extinguishment of Debt: We exclude the effect of gains or losses recorded on the early extinguishment of debt because these gains or losses result from transaction activity related to the Company’s capital structure that we believe are not indicative of the ongoing operating performance of the Company or our hotels.

•Hotel Acquisition Costs: We exclude hotel acquisition costs expensed during the period because we believe these transaction costs are not reflective of the ongoing performance of the Company or our hotels.

•Severance Costs: We exclude corporate severance costs, or reversals thereof, incurred with the termination of corporate-level employees and severance costs incurred at our hotels related to lease terminations or structured severance programs because we believe these costs do not reflect the ongoing performance of the Company or our hotels.

•Hotel Manager Transition Items: We exclude the transition items associated with a change in hotel manager because we believe these items do not reflect the ongoing performance of the Company or our hotels.

•Hotel Pre-Opening Costs: We exclude the pre-opening costs associated with the redevelopment or rebranding of a hotel because we believe these items do not reflect the ongoing performance of the Company or our hotels.

•Other Items: From time to time we incur costs or realize gains that we consider outside the ordinary course of business and that we do not believe reflect the ongoing performance of the Company or our hotels. Such items may include, but are not limited to the following: lease preparation costs incurred to prepare vacant space for marketing; management or franchise contract termination fees; gains or losses from legal settlements; costs incurred related to natural disasters; and gains on property insurance claim settlements, other than income related to business interruption insurance.

In addition, to derive Adjusted FFO we exclude any unrealized fair value adjustments to interest rate swaps. We exclude these non-cash amounts because they do not reflect the underlying performance of the Company.

Hotel Adjusted EBITDA

We believe that Hotel Adjusted EBITDA provides our investors a useful financial measure to evaluate our hotel operating performance, excluding the impact of our capital structure (primarily interest), our asset base (primarily depreciation and

-29-

Table of Contents

amortization), and our corporate-level expenses. With respect to Hotel Adjusted EBITDA, we believe that excluding the effect of corporate-level expenses provides a more complete understanding of the operating results over which individual hotels and third-party management companies have direct control. We believe property-level results provide investors with supplemental information on the ongoing operational performance of our hotels and effectiveness of the third-party management companies operating our business on a property-level basis. Hotel Adjusted EBITDA margins are calculated as Hotel Adjusted EBITDA divided by total hotel revenues.

The following table is a reconciliation of our U.S. GAAP net income to EBITDA, EBITDAre, Adjusted EBITDA and Hotel Adjusted EBITDA (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023

Net income	$	26,557	27,330		$	59,546	$	75,652
Interest expense	16,986		15,973		49,434		48,712
Income tax expense	418		224		696		420
Real estate related depreciation and amortization	28,356		27,683		84,542		82,995
EBITDA	72,317		71,210		194,218		207,779
Impairment losses	1,596		—		1,596		941
EBITDAre	73,913		71,210		195,814		208,720

Non-cash lease expense and other amortization	1,531		1,533		4,604		4,620
Severance costs	—		—		20,362		—
Hotel pre-opening costs	156		496		925		1,038
Adjusted EBITDA	75,600		73,239		221,705		214,378
Corporate expenses	7,660		7,526		24,721		23,677

Interest (income) and other (income) expense, net	(1,001)		(772)		(3,265)		(1,717)













Hotel Adjusted EBITDA	$	82,259	$	79,993	$	243,161	$	236,338

The following table is a reconciliation of our U.S. GAAP net income to FFO and Adjusted FFO (in thousands):

-30-

Table of Contents


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024		2023				2024		2023

Net income	$	26,557	$	27,330			59,546		$	75,652
Real estate related depreciation and amortization	28,356		27,683				84,542		82,995
Impairment losses	1,596		—				1,596		941

FFO	56,509		55,013				145,684		159,588
Distributions to preferred stockholders	(2,454)		(2,454)				(7,362)		(7,362)
FFO available to common stock and unit holders	54,055		52,559				138,322		152,226
Non-cash lease expense and other amortization	1,531		1,533				4,604		4,620

Hotel pre-opening costs	156		496				925		1,038



Severance costs	—		—				20,362		—




Fair value adjustments to interest rate swaps	—		—				—		2,033



Adjusted FFO available to common stock and unit holders	$	55,742	$	54,588	$	—	$	164,213	$	159,917

Critical Accounting Estimates and Policies

Our unaudited consolidated financial statements include the accounts of DiamondRock Hospitality Company and all consolidated subsidiaries. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. We evaluate our estimates and judgments, including those related to the impairment of long-lived assets, on an ongoing basis. We base our estimates on experience and on various assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to our critical accounting policies since the year ended December 31, 2023.

Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation. Generally, our management companies may adjust room rates daily, excluding previous contractually committed reservations. However, competitive pressures or other factors may limit the ability of our management companies to raise room rates. Inflation may also affect our expenses and cost of capital improvements, including, without limitation, by increasing the costs of labor, employee-related benefits, food, commodities and other materials, taxes, property and casualty insurance and utilities.

Inflation increased recently to levels not seen in years. The United States Federal Reserve has raised interest rates in response to concerns about inflation. During the first half of 2024, inflation continued to persist at levels above the Federal Reserve's target level. In the third quarter of 2024, inflation levels started to trend under 3%, closer to the Federal Reserve's target level. As a result, the Federal Reserve cut its benchmark rate by half a percentage point in September. The Federal Reserve continues to indicate that it will remain data dependent in determining whether to hold its benchmark rate at current levels or continue to slowly ease interest rates during the fourth quarter of 2024 into 2025. Any increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty, and increasing the cost of new indebtedness and servicing our outstanding variable rate debt.

Seasonality

The periods during which our hotels experience higher revenues vary from property to property, depending principally upon location and the customer base served. Accordingly, we expect some seasonality in our business. Volatility in our

-31-

Table of Contents

financial performance from the seasonality of the lodging industry could adversely affect our financial condition and results of operations.

-32-

Table of Contents

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business strategies, the primary market risk to which we are currently exposed, and to which we expect to be exposed in the future, is interest rate risk. The face amount of our outstanding debt as of September 30, 2024 was $1.1 billion, of which $0.8 billion had a variable interest rate. Our primary sensitivity in 2024 is to changes in one-month Secured Overnight Financing Rate (“SOFR”), as the interest rates on our variable-rate indebtedness were based on this benchmark rate. We use interest rate swaps in order to maintain what we believe to be an appropriate level of exposure to interest rate variability. As of September 30, 2024, we held interest rate swaps related to $150 million of our variable-rate indebtedness, which effectively fixes the interest rate on a portion of our variable-rate debt for varying periods, up to or prior to maturity. If market interest rates on our unhedged variable rate debt fluctuate by 100 basis points, interest expense would increase or decrease, depending on rate movement, future earnings and cash flows, by $6.5 million annually.

Item 4.Controls and Procedures

The Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, and has concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to give reasonable assurances that information we disclose in reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There was no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the Company’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

-33-

Table of Contents

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business regarding the operation of our hotels and other company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties.

Item 1A.Risk Factors

There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(a)None.

(b)Not applicable.

(c)Issuer Purchases of Equity Securities


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (1)
July 1 - July 31, 2024	—	$	—	351,369	$	176,543
August 1 - August 31, 2024	—	$	—	309,200	$	174,038
September 1 - September 30, 2024	9,597 (2)	$	8.65	—	$	174,038

(1)On May 1, 2024, our board of directors approved a $200.0 million share repurchase program. The share repurchase program expires on May 1, 2026. The share repurchase program does not obligate the Company to acquire any particular amount of shares, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion.

(2)Reflects shares surrendered to the Company by employees for payment of tax withholding obligations in connection with the vesting of restricted stock. These shares are not part of the Company's share repurchase program.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

-34-

Table of Contents

Item 6.Exhibits

(a)Exhibits

The following exhibits are filed, or furnished as indicated, as part of this Form 10-Q:


Exhibit





























31.1*						Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act

31.2*						Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act

32.1**						Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)





* Filed herewith

** Furnished herewith

-35-

Table of Contents

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, thereunto duly authorized.


DiamondRock Hospitality Company

November 8, 2024


/s/ Briony R. Quinn
Briony R. Quinn
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)


/s/ Stephen M. Spierto
Stephen M. Spierto
Chief Accounting Officer and Corporate Controller
(Principal Accounting Officer)

-36-

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Jeffrey J. Donnelly, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of DiamondRock Hospitality Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2024


			/s/ Jeffrey J. Donnelly
			Jeffrey J. Donnelly
			Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Briony R. Quinn, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of DiamondRock Hospitality Company;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2024


			/s/ Briony R. Quinn
			Briony R. Quinn
			Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

Certification

Pursuant to 18 U.S.C. Section 1350

The undersigned officers, who are the Chief Executive Officer and Chief Financial Officer of DiamondRock Hospitality Company (the “Company”), each hereby certifies to the best of his or her knowledge, that the Company’s Quarterly Report on Form 10-Q (the “Report”) to which this certification is attached, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




/s/ Jeffrey J. Donnelly						/s/ Briony R. Quinn
Jeffrey J. Donnelly						Briony R. Quinn
Chief Executive Officer						Executive Vice President and Chief Financial Officer

November 8, 2024						November 8, 2024

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-32514
Entity Registrant Name	DIAMONDROCK HOSPITALITY CO
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	20-1180098
Entity Address, Address Line One	2 Bethesda Metro Center, Suite 1400,
Entity Address, City or Town	Bethesda,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	240
Local Phone Number	744-1150
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		207,592,210
Entity Central Index Key	0001298946
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	DRH
Security Exchange Name	NYSE
8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
Entity Listings [Line Items]
Title of 12(b) Security	8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
Trading Symbol	DRH Pr A
Security Exchange Name	NYSE

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Property and equipment, net	$ 2,727,299	$ 2,755,195
Right-of-use assets	96,512	97,692
Restricted cash	44,493	45,576
Due from hotel managers	167,959	144,689
Prepaid and other assets	69,773	73,940
Cash and cash equivalents	75,287	121,595
Total assets	3,181,323	3,238,687
Liabilities:
Debt, net of unamortized debt issuance costs	1,097,215	1,177,005
Lease liabilities	114,387	112,866
Due to hotel managers	126,011	116,522
Deferred rent	72,576	69,209
Unfavorable contract liabilities, net	58,622	59,866
Accounts payable and accrued expenses	39,944	39,563
Distributions declared and unpaid	6,664	6,324
Deferred income related to key money, net	8,026	8,349
Total liabilities	1,523,445	1,589,704
Equity:
8.250% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), 4,760,000 shares issued and outstanding at September 30, 2024 and December 31, 2023	48	48
Common stock, $0.01 par value; 400,000,000 shares authorized; 207,276,487 and 209,627,197 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	2,073	2,096
Additional paid-in capital	2,269,938	2,291,297
Accumulated other comprehensive loss	(5,997)	(2,036)
Distributions in excess of earnings	(616,934)	(649,330)
Total stockholders’ equity	1,649,128	1,642,075
Noncontrolling interests	8,750	6,908
Total equity	1,657,878	1,648,983
Total liabilities and equity	$ 3,181,323	$ 3,238,687

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Stockholders' Equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, dividend rate (as a percent)	8.25%	8.25%
Liquidation preference per share (in dollars per share)	$ 25.00	$ 25.00
Preferred stock, shares issued (in shares)	4,760,000	4,760,000
Preferred stock, shares outstanding (in shares)	4,760,000	4,760,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	207,276,487	209,627,197
Common stock, shares outstanding (in shares)	207,276,487	209,627,197

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Total revenues	$ 285,129	$ 276,520	$ 850,832	$ 811,320
Operating Expenses:
Depreciation and amortization	28,356	27,683	84,542	82,995
Impairment losses	1,596	0	1,596	941
Corporate expenses	7,660	7,526	45,083	23,677
Business interruption insurance income	0	(537)	0	(647)
Total operating expenses, net	242,169	233,765	744,421	688,253
Interest expense	16,986	15,973	49,434	48,712
Interest (income) and other (income) expense, net	(1,001)	(772)	(3,265)	(1,717)
Total other expenses, net	15,985	15,201	46,169	46,995
Income before income taxes	26,975	27,554	60,242	76,072
Income tax expense	(418)	(224)	(696)	(420)
Net income	26,557	27,330	59,546	75,652
Less: Net income attributable to noncontrolling interests	(125)	(58)	(256)	(259)
Net income attributable to the Company	26,432	27,272	59,290	75,393
Distributions to preferred stockholders	(2,454)	(2,454)	(7,362)	(7,362)
Net income attributable to common stockholders	$ 23,978	$ 24,818	$ 51,928	$ 68,031
Earnings per share:
Earnings per share available to common stockholders—basic (in dollars per share)	$ 0.11	$ 0.12	$ 0.25	$ 0.32
Earnings per share available to common stockholders—diluted (in dollars per share)	$ 0.11	$ 0.12	$ 0.25	$ 0.32
Comprehensive Income:
Net income	$ 26,557	$ 27,330	$ 59,546	$ 75,652
Other comprehensive income:
Unrealized (loss) gain on interest rate derivative instruments	(4,237)	150	(4,631)	3,533
Unrealized gain (loss) on Rabbi Trust assets	298	(178)	650	269
Comprehensive income	22,618	27,302	55,565	79,454
Comprehensive income attributable to noncontrolling interests	(106)	(89)	(240)	(272)
Comprehensive income attributable to the Company	22,512	27,213	55,325	79,182
Rooms
Revenues:
Total revenues	192,471	186,334	559,465	544,325
Operating Expenses:
Operating expenses	47,919	45,773	139,472	131,092
Food and beverage
Revenues:
Total revenues	65,787	64,723	212,279	192,869
Operating Expenses:
Operating expenses	47,319	45,428	145,275	134,486
Other
Revenues:
Total revenues	26,871	25,463	79,088	74,126
Operating Expenses:
Operating expenses	67,357	65,952	199,774	193,365
Management fees
Operating Expenses:
Operating expenses	7,093	7,323	20,411	19,196
Franchise fees
Operating Expenses:
Operating expenses	10,117	8,913	29,710	26,393
Other property-level expenses
Operating Expenses:
Operating expenses	$ 24,752	$ 25,704	$ 78,558	$ 76,755

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Total Stockholders' Equity	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income	Distributions in Excess of Earnings	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2022			4,760,000	209,374,830
Beginning Balance at Dec. 31, 2022	$ 1,596,178	$ 1,589,881	$ 48	$ 2,094	$ 2,288,433	$ 0	$ (700,694)	$ 6,297
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	9,188	9,156					9,156	32
Unrealized (loss) gain on interest rate derivative instruments	(84)	(84)				(84)
Unrealized gain (loss) on Rabbi Trust assets	237	237				237
Distributions on common stock	(6,327)	(6,295)					(6,295)	(32)
Distributions on preferred stock	(2,454)	(2,454)					(2,454)
Share-based compensation (in shares)				804,541
Share-based compensation	1,967	1,827			1,827			140
Shares redeemed to satisfy withholdings on vested share based compensation (in shares)				(333,779)
Shares redeemed to satisfy withholdings on vested share based compensation	(3,023)	(3,023)		$ 6	(3,029)
Common stock repurchased and retired (in shares)				(56,400)
Common stock repurchased and retired	(409)	(409)		$ (2)	(407)
Ending balance (in shares) at Mar. 31, 2023			4,760,000	209,789,192
Ending Balance at Mar. 31, 2023	1,595,273	1,588,836	$ 48	$ 2,098	2,286,824	153	(700,287)	6,437
Beginning balance (in shares) at Dec. 31, 2022			4,760,000	209,374,830
Beginning Balance at Dec. 31, 2022	1,596,178	1,589,881	$ 48	$ 2,094	2,288,433	0	(700,694)	6,297
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	75,652
Unrealized gain (loss) on Rabbi Trust assets	269
Ending balance (in shares) at Sep. 30, 2023			4,760,000	209,627,197
Ending Balance at Sep. 30, 2023	1,650,599	1,643,914	$ 48	$ 2,096	2,289,501	3,802	(651,533)	6,685
Beginning balance (in shares) at Mar. 31, 2023			4,760,000	209,789,192
Beginning Balance at Mar. 31, 2023	1,595,273	1,588,836	$ 48	$ 2,098	2,286,824	153	(700,287)	6,437
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	39,134	38,965					38,965	169
Unrealized (loss) gain on interest rate derivative instruments	3,467	3,467				3,467
Unrealized gain (loss) on Rabbi Trust assets	210	210				210
Distributions on common stock	(6,319)	(6,287)					(6,287)	(32)
Distributions on preferred stock	(2,454)	(2,454)					(2,454)
Share-based compensation (in shares)				62,500
Share-based compensation	2,760	2,535			2,535			225
Common stock repurchased and retired (in shares)				(262,054)
Common stock repurchased and retired	(2,014)	(2,014)		$ (3)	(2,011)
Ending balance (in shares) at Jun. 30, 2023			4,760,000	209,589,638
Ending Balance at Jun. 30, 2023	1,630,057	1,623,258	$ 48	$ 2,095	2,287,348	3,830	(670,063)	6,799
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	27,330	27,272					27,272	58
Unrealized (loss) gain on interest rate derivative instruments	150	150				150
Unrealized gain (loss) on Rabbi Trust assets	(178)	(178)				(178)
Distributions on common stock	(6,319)	(6,288)					(6,288)	(31)
Distributions on preferred stock	(2,454)	(2,454)					(2,454)
Share-based compensation	2,013	1,788			1,788			225
Redemption of operating partnership units (in shares)				37,559
Redemption of Operating Partnership units	0	366		$ 1	365			(366)
Ending balance (in shares) at Sep. 30, 2023			4,760,000	209,627,197
Ending Balance at Sep. 30, 2023	1,650,599	1,643,914	$ 48	$ 2,096	2,289,501	3,802	(651,533)	6,685
Beginning balance (in shares) at Dec. 31, 2023			4,760,000	209,627,197
Beginning Balance at Dec. 31, 2023	1,648,983	1,642,075	$ 48	$ 2,096	2,291,297	(2,036)	(649,330)	6,908
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	8,358	8,328					8,328	30
Unrealized (loss) gain on interest rate derivative instruments	960	957				957		3
Unrealized gain (loss) on Rabbi Trust assets	299	298				298		1
Distributions on common stock	(6,332)	(6,301)					(6,301)	(31)
Distributions on preferred stock	(2,454)	(2,454)					(2,454)
Share-based compensation (in shares)				753,860
Share-based compensation	2,335	1,902		$ 7	1,895			433
Shares redeemed to satisfy withholdings on vested share based compensation (in shares)				(316,624)
Shares redeemed to satisfy withholdings on vested share based compensation	(2,907)	(2,907)		$ (3)	(2,904)
Ending balance (in shares) at Mar. 31, 2024			4,760,000	210,064,433
Ending Balance at Mar. 31, 2024	1,649,242	1,641,898	$ 48	$ 2,100	2,290,288	(781)	(649,757)	7,344
Beginning balance (in shares) at Dec. 31, 2023			4,760,000	209,627,197
Beginning Balance at Dec. 31, 2023	1,648,983	1,642,075	$ 48	$ 2,096	2,291,297	(2,036)	(649,330)	6,908
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	59,546
Unrealized gain (loss) on Rabbi Trust assets	650
Ending balance (in shares) at Sep. 30, 2024			4,760,000	207,276,487
Ending Balance at Sep. 30, 2024	1,657,878	1,649,128	$ 48	$ 2,073	2,269,938	(5,997)	(616,934)	8,750
Beginning balance (in shares) at Mar. 31, 2024			4,760,000	210,064,433
Beginning Balance at Mar. 31, 2024	1,649,242	1,641,898	$ 48	$ 2,100	2,290,288	(781)	(649,757)	7,344
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	24,631	24,530					24,530	101
Unrealized (loss) gain on interest rate derivative instruments	(1,354)	(1,349)				(1,349)		(5)
Unrealized gain (loss) on Rabbi Trust assets	53	53				53
Distributions on common stock	(6,272)	(6,238)					(6,238)	(34)
Distributions on preferred stock	(2,454)	(2,454)					(2,454)
Share-based compensation (in shares)				503,457
Share-based compensation	7,527	6,255		$ 5	6,250			1,272
Shares redeemed to satisfy withholdings on vested share based compensation (in shares)				(195,404)
Shares redeemed to satisfy withholdings on vested share based compensation	(1,731)	(1,731)		$ (2)	(1,729)
Common stock repurchased and retired (in shares)				(2,454,307)
Common stock repurchased and retired	(20,610)	(20,610)		$ (24)	(20,586)
Ending balance (in shares) at Jun. 30, 2024			4,760,000	207,918,179
Ending Balance at Jun. 30, 2024	1,649,032	1,640,354	$ 48	$ 2,079	2,274,223	(2,077)	(633,919)	8,678
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	26,557	26,432					26,432	125
Unrealized (loss) gain on interest rate derivative instruments	(4,237)	(4,217)				(4,217)		(20)
Unrealized gain (loss) on Rabbi Trust assets	298	297				297		1
Distributions on common stock	(7,027)	(6,993)					(6,993)	(34)
Distributions on preferred stock	(2,454)	(2,454)					(2,454)
Share-based compensation (in shares)				28,474
Share-based compensation	1,083	1,083		$ 1	1,082
Shares redeemed to satisfy withholdings on vested share based compensation (in shares)				(9,597)
Shares redeemed to satisfy withholdings on vested share based compensation	9	9		$ 0	9
Common stock repurchased and retired (in shares)				(660,569)
Common stock repurchased and retired	(5,383)	(5,383)		$ (7)	(5,376)
Ending balance (in shares) at Sep. 30, 2024			4,760,000	207,276,487
Ending Balance at Sep. 30, 2024	$ 1,657,878	$ 1,649,128	$ 48	$ 2,073	$ 2,269,938	$ (5,997)	$ (616,934)	$ 8,750

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]
Common stock, dividend declared (in dollars per share)	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.09	$ 0.09
Distributions per preferred share (in dollars per share)	$ 0.5156	$ 0.5156	$ 0.5156	$ 515.6000	$ 0.5156	$ 0.5156	$ 1.5469	$ 1.5469

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net income	$ 26,557	$ 8,358	$ 27,330	$ 9,188	$ 59,546	$ 75,652
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,356		27,683		84,542	82,995
Corporate asset depreciation as corporate expenses					107	150
Non-cash lease expense and other amortization					4,604	4,620
Non-cash interest rate swap fair value adjustment					0	2,033
Amortization of debt issuance costs					1,505	1,540
Impairment losses					1,596	941
Amortization of deferred income related to key money					(323)	(323)
Share-based compensation					10,945	6,740
Changes in assets and liabilities:
Prepaid expenses and other assets					(1,580)	(2,022)
Due to/from hotel managers					(13,780)	7,377
Accounts payable and accrued expenses					1,453	4,983
Net cash provided by operating activities					148,615	184,686
Cash flows from investing activities:
Capital expenditures					(58,407)	(67,449)
Acquisition of interest in land					0	(1,833)
Property acquisitions						(31,894)
Net cash used in investing activities					(58,407)	(101,176)
Cash flows from financing activities:
Scheduled mortgage debt principal payments					(7,068)	(7,109)
Repayment of mortgage debt					(73,255)	0
Distributions on common stock and units					(19,292)	(25,531)
Distributions on preferred stock					(7,362)	(7,362)
Repurchase of common stock					(25,993)	(2,423)
Shares redeemed to satisfy tax withholdings on vested share-based compensation					(4,629)	(3,023)
Net cash used in financing activities					(137,599)	(45,448)
Net decrease in cash, cash equivalents, and restricted cash					(47,391)	38,062
Cash, cash equivalents, and restricted cash at beginning of period		$ 167,171		$ 107,178	167,171	107,178	$ 107,178
Cash, cash equivalents, and restricted cash at end of period	119,780		145,240		119,780	145,240	167,171
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest					48,646	44,706
Cash paid for income taxes, net					3,451	2,645
Non-cash investing and financing activities:
Unpaid dividends and distributions declared	6,664		6,380		6,664	6,380	6,324
Accrued capital expenditures					3,814	6,712	4,700
Cash and cash equivalents	75,287				75,287		121,595
Restricted cash	44,493				44,493		45,576
Total cash, cash equivalents and restricted cash	$ 119,780		$ 145,240		$ 119,780	$ 145,240	$ 167,171

Organization	9 Months Ended
Organization	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. As of September 30, 2024, we owned 36 hotels with 9,760 guest rooms. Our hotels are concentrated in major urban markets and in destination resort locations and more than 60% of our hotels are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Inc., Hilton Worldwide, or IHG Hotels & Resorts). We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all of the operating profits or losses generated by our hotels after we pay fees to the hotel managers and hotel brands, which are based on the revenues and profitability of the hotels. We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and owned 99.5% of the limited partnership units (“common OP units”) of our operating partnership as of September 30, 2024. The remaining 0.5% of the common OP units are held by third parties and executive officers of the Company. See Note 7 for additional disclosures related to common OP units.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with U.S. GAAP; however, we believe the disclosures made are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; with early adoption permitted. The adoption of ASU 2023-07 is not expected to be significant as the only impact will be additional disclosures for our consolidated financial statements.

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consists of the following (in thousands):


	September 30, 2024		December 31, 2023
Land	$	590,824	$	590,824
Land improvements	2,400		7,994
Buildings and site improvements	2,912,933		2,878,508
Furniture, fixtures and equipment	194,978		561,484
Construction in progress	20,959		21,175
	3,722,094		4,059,985
Less: accumulated depreciation	(994,795)		(1,304,790)
	$	2,727,299	$	2,755,195

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

The following table sets forth information regarding the Company’s debt (dollars in thousands):


			Principal Balance as of
Loan	Interest Rate	Maturity Date	September 30, 2024		December 31, 2023




Courtyard New York Manhattan/Midtown East mortgage loan	4.40%	August 2024	$	—	$	74,346
Worthington Renaissance Fort Worth Hotel mortgage loan	3.66%	May 2025	72,267		73,727
Hotel Clio mortgage loan	4.33%	July 2025	55,025		56,091
Westin Boston Seaport District mortgage loan	4.36%	November 2025	170,574		174,025
Unsecured term loan	SOFR + 1.35% (1)	January 2028	500,000		500,000
Unsecured term loan	SOFR + 1.35% (2)	January 2026 (3)	300,000		300,000
Senior unsecured credit facility	SOFR + 1.40%	September 2026 (4)	—		—
Total debt			1,097,866		1,178,189
Unamortized debt issuance costs (5)			(651)		(1,184)
Debt, net of unamortized debt issuance costs			$	1,097,215	$	1,177,005
Weighted-Average Interest Rate (6)	5.60%

_______________________

(1)Interest rate as of September 30, 2024 was 5.93%, which includes the effect of interest rate swaps.

(2)Interest rate as of September 30, 2024 was 6.31%.

(3)In September 2024, we exercised our option to extend the maturity by an additional year to January 2026.

(4)Maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions.

(5)Excludes debt issuance costs related to our senior unsecured credit facility, which are included within Prepaid and Other Assets on the accompanying consolidated balance sheet.

(6)Includes the effect of interest rate swaps. See Note 5 for additional disclosures on interest rate swaps.

Mortgage Debt

Our mortgage debt contains certain property specific covenants and restrictions, including minimum debt service coverage

of the underlying debt. We had no cash traps in effect as of September 30, 2024 and December 31, 2023.

Senior Unsecured Credit Facility and Unsecured Term Loans


Leverage Ratio	Applicable Margin for Revolving Loans	Applicable Margin for Term Loans
Less than 30%	1.40%	1.35%
Greater than or equal to 30% but less than 35%	1.45%	1.40%
Greater than or equal to 35% but less than 40%	1.50%	1.45%
Greater than or equal to 40% but less than 45%	1.60%	1.55%
Greater than or equal to 45% but less than 50%	1.80%	1.75%
Greater than or equal to 50% but less than 55%	1.95%	1.85%
Greater than or equal to 55%	2.25%	2.20%

The Credit Agreement contains various financial covenants. A summary of the most significant covenants is as follows:

Actual at

Covenant

September 30, 2024

Maximum leverage ratio (1)

60%

27.7%

Minimum fixed charge coverage ratio (2)

1.50x

2.90x

Secured recourse indebtedness

Less than 45% of Total Asset Value

9.0%

Maximum unencumbered leverage ratio

60%

28.6%

Minimum unencumbered implied debt service coverage ratio

1.20x

2.64x

_____________________________

The components of the Company's interest expense consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Unsecured term loan interest	$	12,665	$	11,019	$	35,419	$	31,867
Mortgage debt interest	3,527		4,130		11,572		12,331
Credit facility interest and unused fees	315		311		938		941
Amortization of debt issuance costs and debt premium	479		513		1,505		1,540
Interest rate swap mark-to-market	—		—		—		2,033
	$	16,986	$	15,973	$	49,434	$	48,712

Derivatives

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

The Company had the following derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):


									Fair Value of Assets (Liabilities)
Hedged Debt	Type	Fixed Rate		Index	Effective Date	Maturity Date	Notional Amount		September 30, 2024		December 31, 2023
$300M Senior unsecured term loans	Swap (1)	1.63	%	SOFR	November 28, 2022	July 25, 2024	$	87,500	$	—	$	1,660
$300M Senior unsecured term loans	Swap (1)	1.63	%	SOFR	November 28, 2022	July 25, 2024	$	87,500	—		1,658
$500M Senior unsecured term loans	Swap	3.36	%	SOFR	March 1, 2023	January 1, 2028	$	75,000	(231)		554
$500M Senior unsecured term loans	Swap	3.50	%	SOFR	March 1, 2023	January 1, 2027	$	75,000	(217)		449
$500M Senior unsecured term loans	Swap	3.27	%	SOFR	October 1, 2024	January 1, 2028	$	37,500	(13)		—
$500M Senior unsecured term loans	Swap	3.27	%	SOFR	October 1, 2024	January 1, 2028	$	37,500	(13)		—
$500M Senior unsecured term loans	Swap	3.07	%	SOFR	January 2, 2025	January 1, 2027	$	25,000	60		—
$500M Senior unsecured term loans	Swap	3.25	%	SOFR	January 2, 2025	January 1, 2026	$	75,000	104		—
									$	(310)	$	4,321

______________________

(1)Swap was designated as cash flow hedge as of April 1, 2023.

The table below details the location in the consolidated financial statements of the gains and losses recognized related to derivative financial instruments (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Effect of derivative instruments	Location in Statements of Operations and Comprehensive Income	2024		2023		2024		2023
Loss (gain) recognized in other comprehensive income	Unrealized loss (gain) on interest rate derivative instruments	$	4,237	$	150	$	4,631	$	3,533
Interest (income) for derivatives that were designated as cash flow hedges	Interest expense	$	(1,155)	$	(2,694)	$	(5,863)	$	(5,235)
Interest (income) expense for derivatives that were not designated as cash flow hedges	Interest expense	$	—	$	—	$	—	$	469

During the next twelve months, the Company estimates that $1.2 million will be reclassified from other comprehensive income as a decrease to interest expense.

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The fair value of certain financial assets and liabilities and other financial instruments are as follows (in thousands):


	September 30, 2024				December 31, 2023
	Carrying Amount (1)		Fair Value		Carrying Amount (1)		Fair Value
Debt	$	1,097,215	$	1,095,730	$	1,177,005	$	1,167,638

_______________

(1)The carrying amount of debt is net of unamortized debt issuance costs.

The fair values of our other financial instruments not included in the table above are estimated to be equal to their carrying amount.

Equity	9 Months Ended
Equity	Sep. 30, 2024
Equity [Abstract]
Equity	Equity Common Shares We are authorized by our charter to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors. In August 2024, our board of directors approved an “at-the-market” equity offering program (the “Current ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. Prior to the establishment of the Current ATM Program, we had a $200.0 million ATM program (the “Prior ATM Program”), which is no longer active. No shares were sold under either the Prior ATM Program or the Current ATM Program during the three and nine months ended September 30, 2024. In May 2024, our board of directors authorized the repurchase of up to $200.0 million of our common stock under a new share repurchase program, which replaced our prior share repurchase program that was authorized in September 2022. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. The new share repurchase program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. The new share repurchase program will expire on May 1, 2026. As of September 30, 2024, we have repurchased 3,114,876 shares of common stock at an average price of $8.33 per share for a total purchase price of $26.0 million under this program. As of November 8, 2024, we have $174.0 million of authorized capacity remaining under the new share repurchase program. All share repurchases during the year were made under the new share repurchase program. Preferred Shares We are authorized by our charter to issue up to 10 million shares of preferred stock, $0.01 par value per share. Our board of directors is required to set for each class or series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption. As of September 30, 2024 and December 31, 2023, there were 4,760,000 shares of 8.250% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) issued and outstanding with a liquidation preference each of $25.00 per share. On or after August 31, 2025, the Series A Preferred Stock will be redeemable at the Company's option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Operating Partnership Units In connection with our acquisition of Cavallo Point in December 2018, we issued 796,684 common OP units to third parties, otherwise unaffiliated with the Company, then valued at $11.76 per unit. Each common OP unit is redeemable at the option of the holder. Holders of common OP units have certain redemption rights, which enable them to cause our operating partnership to redeem their units in exchange for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. Long-Term Incentive Partnership units (“LTIP units”), which are also referred to as profits interest units, may be issued to eligible participants under the 2024 Equity Incentive Plan for the performance of services to or for the benefit of our operating partnership. LTIP units are a class of partnership unit in our operating partnership and will receive, whether vested or not, the same per-unit distributions as the outstanding common OP units, which equal per-share dividends on shares of our common stock. Initially, LTIP units have a capital account balance of zero, do not receive an allocation of operating income (loss), and do not have full parity with common OP units with respect to liquidating distributions. If such parity is reached, vested LTIP units are converted into an equal number of common OP units, and thereafter will possess all of the rights and interests of common OP units, including the right to exchange the common OP units for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. See Note 8 for additional disclosures related to LTIP units. There were 994,653 and 723,166 common OP units held by unaffiliated third parties and executive officers of the Company as of September 30, 2024 and December 31, 2023, respectively. There were 140,127 and 314,137 unvested LTIP units outstanding as of September 30, 2024 and December 31, 2023, respectively. Dividends and Distributions For each of the nine months ended September 30, 2024 and 2023, we paid an aggregate cash dividend of $0.09 per share or unit to holders of our common stock, common OP units, and LTIP units. For each of the nine months ended September 30, 2024 and 2023, we paid an aggregate cash dividend of $1.5469 per share to holders of our Series A Preferred Stock.

Equity Incentive Plans

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans

Restricted Stock Awards


	Number of Shares	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	1,200,693	$	9.33
Granted	361,920	8.66
Vested	(941,018)	9.35

Unvested balance at September 30, 2024	621,595	$	8.90

Performance Stock Units


Award Grant Date	Volatility	Risk-Free Rate	Total Stockholder Return PSUs	Hotel Market Share PSUs
March 2, 2021	68.8%	0.26%	$9.28	$9.40
February 22, 2022	71.4%	1.74%	$9.84	$9.56
August 9, 2022	73.3%	3.20%	$9.65	$9.32
February 23, 2023	74.5%	4.40%	$9.22	$8.94
May 7, 2024	36.5%	4.64%	$8.03	$8.72

A summary of our PSUs from January 1, 2024 to September 30, 2024 is as follows:


	Number of Target Units	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	1,032,296	$	9.34
Granted	364,799	8.36
Additional units from dividends	9,615	8.95
Vested (1)	(301,861)	9.32

Unvested balance at September 30, 2024	1,104,849	$	9.02

______________________

(1)The number of shares of common stock earned for the PSUs vested in 2024 was equal to 95.6% of the PSU Target Award.

LTIP Units

A summary of our LTIP units from January 1, 2024 to September 30, 2024 is as follows:


	Number of Units	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	314,137	$	9.01
Granted	97,477	8.72
Vested (1)	(271,487)	8.94

Unvested balance at September 30, 2024	140,127	$	8.9

______________________

(1)As of September 30, 2024, all vested LTIP units have achieved economic parity with common OP units and have been converted to common OP units.

Nonemployee director awards

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The following is a reconciliation of the calculation of basic and diluted earnings per share (“EPS”) (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		6	2023
Numerator:
Net income attributable to common stockholders	$	23,978	$	24,818	$	51,928		$	68,031


Denominator:
Weighted-average number of common shares outstanding—basic	209,339,807		211,490,571		210,729,779			211,525,596
Effect of dilutive securities:
Unvested restricted common stock	135,553		359,711		125,819			278,217

Shares related to unvested PSUs	732,721		354,707		744,516			325,899
Weighted-average number of common shares outstanding—diluted	210,208,081		212,204,989		211,600,114			212,129,712
Earnings per share:
Earnings per share available to common stockholders—basic	$	0.11	$	0.12	$	0.25		$	0.32
Earnings per share available to common stockholders—diluted	$	0.11	$	0.12	$	0.25		$	0.32

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business regarding the operation of our hotels and other Company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations and comprehensive income. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties. Commitments In October 2024, we executed an extension of the ground lease underlying the Courtyard New York Manhattan/Fifth Avenue to add a second renewal option for an additional 36 years. Our ability to exercise the second renewal option is contingent on the Company spending no less than $7.0 million on capital improvements by the end of 2026 (the “Capital Improvement Plan”). Assuming that we meet the Capital Improvement Plan and exercise all renewal options, the ground lease would expire in October 2121.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 26,432	$ 27,272	$ 59,290	$ 75,393

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with U.S. GAAP; however, we believe the disclosures made are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; with early adoption permitted. The adoption of ASU 2023-07 is not expected to be significant as the only impact will be additional disclosures for our consolidated financial statements.

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following (in thousands):


	September 30, 2024		December 31, 2023
Land	$	590,824	$	590,824
Land improvements	2,400		7,994
Buildings and site improvements	2,912,933		2,878,508
Furniture, fixtures and equipment	194,978		561,484
Construction in progress	20,959		21,175
	3,722,094		4,059,985
Less: accumulated depreciation	(994,795)		(1,304,790)
	$	2,727,299	$	2,755,195

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long Term Debt

The following table sets forth information regarding the Company’s debt (dollars in thousands):


			Principal Balance as of
Loan	Interest Rate	Maturity Date	September 30, 2024		December 31, 2023




Courtyard New York Manhattan/Midtown East mortgage loan	4.40%	August 2024	$	—	$	74,346
Worthington Renaissance Fort Worth Hotel mortgage loan	3.66%	May 2025	72,267		73,727
Hotel Clio mortgage loan	4.33%	July 2025	55,025		56,091
Westin Boston Seaport District mortgage loan	4.36%	November 2025	170,574		174,025
Unsecured term loan	SOFR + 1.35% (1)	January 2028	500,000		500,000
Unsecured term loan	SOFR + 1.35% (2)	January 2026 (3)	300,000		300,000
Senior unsecured credit facility	SOFR + 1.40%	September 2026 (4)	—		—
Total debt			1,097,866		1,178,189
Unamortized debt issuance costs (5)			(651)		(1,184)
Debt, net of unamortized debt issuance costs			$	1,097,215	$	1,177,005
Weighted-Average Interest Rate (6)	5.60%

_______________________

(1)Interest rate as of September 30, 2024 was 5.93%, which includes the effect of interest rate swaps.

(2)Interest rate as of September 30, 2024 was 6.31%.

(3)In September 2024, we exercised our option to extend the maturity by an additional year to January 2026.

(4)Maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions.

(5)Excludes debt issuance costs related to our senior unsecured credit facility, which are included within Prepaid and Other Assets on the accompanying consolidated balance sheet.

(6)Includes the effect of interest rate swaps. See Note 5 for additional disclosures on interest rate swaps.

Schedule of Line of Credit Facility Leverage and Applicable Margin

The applicable margin is based upon our leverage ratio, as follows:


Leverage Ratio	Applicable Margin for Revolving Loans	Applicable Margin for Term Loans
Less than 30%	1.40%	1.35%
Greater than or equal to 30% but less than 35%	1.45%	1.40%
Greater than or equal to 35% but less than 40%	1.50%	1.45%
Greater than or equal to 40% but less than 45%	1.60%	1.55%
Greater than or equal to 45% but less than 50%	1.80%	1.75%
Greater than or equal to 50% but less than 55%	1.95%	1.85%
Greater than or equal to 55%	2.25%	2.20%

Schedule of the Most Significant Covenants

The Credit Agreement contains various financial covenants. A summary of the most significant covenants is as follows:

Actual at

Covenant

September 30, 2024

Maximum leverage ratio (1)

60%

27.7%

Minimum fixed charge coverage ratio (2)

1.50x

2.90x

Secured recourse indebtedness

Less than 45% of Total Asset Value

9.0%

Maximum unencumbered leverage ratio

60%

28.6%

Minimum unencumbered implied debt service coverage ratio

1.20x

2.64x

_____________________________

Schedule of Components of Interest Expense

The components of the Company's interest expense consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Unsecured term loan interest	$	12,665	$	11,019	$	35,419	$	31,867
Mortgage debt interest	3,527		4,130		11,572		12,331
Credit facility interest and unused fees	315		311		938		941
Amortization of debt issuance costs and debt premium	479		513		1,505		1,540
Interest rate swap mark-to-market	—		—		—		2,033
	$	16,986	$	15,973	$	49,434	$	48,712

Derivatives (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Derivatives

The Company had the following derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):


									Fair Value of Assets (Liabilities)
Hedged Debt	Type	Fixed Rate		Index	Effective Date	Maturity Date	Notional Amount		September 30, 2024		December 31, 2023
$300M Senior unsecured term loans	Swap (1)	1.63	%	SOFR	November 28, 2022	July 25, 2024	$	87,500	$	—	$	1,660
$300M Senior unsecured term loans	Swap (1)	1.63	%	SOFR	November 28, 2022	July 25, 2024	$	87,500	—		1,658
$500M Senior unsecured term loans	Swap	3.36	%	SOFR	March 1, 2023	January 1, 2028	$	75,000	(231)		554
$500M Senior unsecured term loans	Swap	3.50	%	SOFR	March 1, 2023	January 1, 2027	$	75,000	(217)		449
$500M Senior unsecured term loans	Swap	3.27	%	SOFR	October 1, 2024	January 1, 2028	$	37,500	(13)		—
$500M Senior unsecured term loans	Swap	3.27	%	SOFR	October 1, 2024	January 1, 2028	$	37,500	(13)		—
$500M Senior unsecured term loans	Swap	3.07	%	SOFR	January 2, 2025	January 1, 2027	$	25,000	60		—
$500M Senior unsecured term loans	Swap	3.25	%	SOFR	January 2, 2025	January 1, 2026	$	75,000	104		—
									$	(310)	$	4,321

______________________

(1)Swap was designated as cash flow hedge as of April 1, 2023.

Schedule of Gains and Losses Recognized on Derivative Financial Statements

The table below details the location in the consolidated financial statements of the gains and losses recognized related to derivative financial instruments (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Effect of derivative instruments	Location in Statements of Operations and Comprehensive Income	2024		2023		2024		2023
Loss (gain) recognized in other comprehensive income	Unrealized loss (gain) on interest rate derivative instruments	$	4,237	$	150	$	4,631	$	3,533
Interest (income) for derivatives that were designated as cash flow hedges	Interest expense	$	(1,155)	$	(2,694)	$	(5,863)	$	(5,235)
Interest (income) expense for derivatives that were not designated as cash flow hedges	Interest expense	$	—	$	—	$	—	$	469

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Certain Financial Assets and Liabilities and Other Financial Instruments

The fair value of certain financial assets and liabilities and other financial instruments are as follows (in thousands):


	September 30, 2024				December 31, 2023
	Carrying Amount (1)		Fair Value		Carrying Amount (1)		Fair Value
Debt	$	1,097,215	$	1,095,730	$	1,177,005	$	1,167,638

_______________

(1)The carrying amount of debt is net of unamortized debt issuance costs.

Equity Incentive Plans (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Awards

A summary of our restricted stock awards from January 1, 2024 to September 30, 2024 is as follows:


	Number of Shares	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	1,200,693	$	9.33
Granted	361,920	8.66
Vested	(941,018)	9.35

Unvested balance at September 30, 2024	621,595	$	8.90

Schedule of Fair Value Assumptions

The determination of the grant-date fair values of outstanding awards based on our relative stockholder return included the following assumptions:


Award Grant Date	Volatility	Risk-Free Rate	Total Stockholder Return PSUs	Hotel Market Share PSUs
March 2, 2021	68.8%	0.26%	$9.28	$9.40
February 22, 2022	71.4%	1.74%	$9.84	$9.56
August 9, 2022	73.3%	3.20%	$9.65	$9.32
February 23, 2023	74.5%	4.40%	$9.22	$8.94
May 7, 2024	36.5%	4.64%	$8.03	$8.72

Schedule of Nonvested Performance-based Units Activity

A summary of our PSUs from January 1, 2024 to September 30, 2024 is as follows:


	Number of Target Units	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	1,032,296	$	9.34
Granted	364,799	8.36
Additional units from dividends	9,615	8.95
Vested (1)	(301,861)	9.32

Unvested balance at September 30, 2024	1,104,849	$	9.02

______________________

(1)The number of shares of common stock earned for the PSUs vested in 2024 was equal to 95.6% of the PSU Target Award.

Schedule of LTIP Units

A summary of our LTIP units from January 1, 2024 to September 30, 2024 is as follows:


	Number of Units	Weighted- Average Grant Date Fair Value
Unvested balance at January 1, 2024	314,137	$	9.01
Granted	97,477	8.72
Vested (1)	(271,487)	8.94

Unvested balance at September 30, 2024	140,127	$	8.9

______________________

(1)As of September 30, 2024, all vested LTIP units have achieved economic parity with common OP units and have been converted to common OP units.

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following is a reconciliation of the calculation of basic and diluted earnings per share (“EPS”) (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		6	2023
Numerator:
Net income attributable to common stockholders	$	23,978	$	24,818	$	51,928		$	68,031


Denominator:
Weighted-average number of common shares outstanding—basic	209,339,807		211,490,571		210,729,779			211,525,596
Effect of dilutive securities:
Unvested restricted common stock	135,553		359,711		125,819			278,217

Shares related to unvested PSUs	732,721		354,707		744,516			325,899
Weighted-average number of common shares outstanding—diluted	210,208,081		212,204,989		211,600,114			212,129,712
Earnings per share:
Earnings per share available to common stockholders—basic	$	0.11	$	0.12	$	0.25		$	0.32
Earnings per share available to common stockholders—diluted	$	0.11	$	0.12	$	0.25		$	0.32

Organization (Details)	9 Months Ended
Organization (Details)	Sep. 30, 2024 room hotel
Real Estate Properties [Line Items]
Number of hotels \| hotel	36
Number of rooms in hotels, resorts and senior loan secured facility (in rooms) \| room	9,760
Number Of Hotels Operated, Percentage	60.00%
DiamondRock Hospitality Limited Partnership
Real Estate Properties [Line Items]
General partner, ownership interest (as a percent)	99.50%
Limited partners, ownership interest (as a percent)	0.50%

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and Equipment
Property and equipment, gross	$ 3,722,094	$ 4,059,985
Less: accumulated depreciation	(994,795)	(1,304,790)
Property and equipment, net	2,727,299	2,755,195
Land
Property and Equipment
Property and equipment, gross	590,824	590,824
Land improvements
Property and Equipment
Property and equipment, gross	2,400	7,994
Buildings and site improvements
Property and Equipment
Property and equipment, gross	2,912,933	2,878,508
Furniture, fixtures and equipment
Property and Equipment
Property and equipment, gross	194,978	561,484
Construction in progress
Property and Equipment
Property and equipment, gross	$ 20,959	$ 21,175

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Accrued capital expenditures			$ 3,814	$ 6,712	$ 4,700
Impairment losses	$ 1,596	$ 0	$ 1,596	$ 941

Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 1,097,866	$ 1,178,189
Debt, net of unamortized debt issuance costs	$ 1,097,215	1,177,005
Weighted-Average Interest Rate (as a percent)	5.60%
Unsecured Term Loan
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ (651)	(1,184)
Unsecured Term Loan Due January 2028 \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.35%
Principal balance	$ 500,000	500,000
Unsecured Term Loan Due January 2028 \| Unsecured Term Loan \| Interest Rate Swap
Debt Instrument [Line Items]
Effective interest rate	5.93%
Unsecured Term Loan due January 2025 \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.35%
Principal balance	$ 300,000	300,000
Effective interest rate	6.31%
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.40%
Senior unsecured credit facility	$ 0	0
Courtyard New York Manhattan/Midtown East mortgage loan \| Mortgages
Debt Instrument [Line Items]
Interest rate, stated percentage (as a percent)	4.40%
Principal balance	$ 0	74,346
Worthington Renaissance Fort Worth Hotel mortgage loan \| Mortgages
Debt Instrument [Line Items]
Interest rate, stated percentage (as a percent)	3.66%
Principal balance	$ 72,267	73,727
Hotel Clio mortgage loan \| Mortgages
Debt Instrument [Line Items]
Interest rate, stated percentage (as a percent)	4.33%
Principal balance	$ 55,025	56,091
Westin Boston Seaport District mortgage loan \| Mortgages
Debt Instrument [Line Items]
Interest rate, stated percentage (as a percent)	4.36%
Principal balance	$ 170,574	$ 174,025

Debt - Mortgage Debt (Details) $ in Millions	Aug. 06, 2024 USD ($)	Sep. 30, 2024 hotel
Debt Instrument [Line Items]
Number of hotels		36
Mortgages
Debt Instrument [Line Items]
Number of hotels		3
Mortgages \| Courtyard New York Manhattan/Midtown East mortgage loan
Debt Instrument [Line Items]
Amount paid off \| $	$ 73.3

Debt - Senior Unsecured Credit Facility and Unsecured Term Loans (Details)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 27, 2022 USD ($) facility
Line of Credit
Line of Credit Facility [Line Items]
Right to increase facility, amount			$ 1,400,000,000
Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity			400,000,000
Term Loan Facilities \| Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 800,000,000
Number of facilities \| facility			2
Unsecured Term Loan Due January 2028 \| Unsecured Term Loan
Line of Credit Facility [Line Items]
Principal balance	$ 500,000,000	$ 500,000,000
Unsecured Term Loan due January 2025 \| Unsecured Term Loan
Line of Credit Facility [Line Items]
Principal balance	$ 300,000,000	$ 300,000,000

Debt - Schedule of Applicable Margin (Details)	9 Months Ended
Debt - Schedule of Applicable Margin (Details)	Sep. 30, 2024
Less than 30% \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.40%
Less than 30% \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.35%
Greater than or equal to 30% but less than 35% \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.45%
Greater than or equal to 30% but less than 35% \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.40%
Greater than or equal to 35% but less than 40% \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.50%
Greater than or equal to 35% but less than 40% \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.45%
Greater than or equal to 40% but less than 45% \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.60%
Greater than or equal to 40% but less than 45% \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.55%
Greater than or equal to 45% but less than 50% \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.80%
Greater than or equal to 45% but less than 50% \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.75%
Greater than or equal to 50% but less than 55% \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.95%
Greater than or equal to 50% but less than 55% \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	1.85%
Greater than or equal to 55% \| Line of Credit
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	2.25%
Greater than or equal to 55% \| Unsecured Term Loan
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	2.20%

Debt - Schedule of Debt Covenants (Details) - Senior Unsecured Credit Facility And Unsecured Term Loans	9 Months Ended
	Sep. 30, 2024
Covenant
Line of Credit Facility [Line Items]
Maximum leverage ratio	60.00%
Minimum fixed charge coverage ratio	1.50
Secured recourse indebtedness	45.00%
Maximum unencumbered leverage ratio	60.00%
Minimum unencumbered implied debt service coverage ratio	1.20
Actual
Line of Credit Facility [Line Items]
Maximum leverage ratio	27.70%
Minimum fixed charge coverage ratio	2.90
Secured recourse indebtedness	9.00%
Maximum unencumbered leverage ratio	28.60%
Minimum unencumbered implied debt service coverage ratio	2.64

Debt - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Amortization of debt issuance costs and debt premium	$ 479	$ 513	$ 1,505	$ 1,540
Interest rate swap mark-to-market	0	0	0	2,033
Interest expense	16,986	15,973	49,434	48,712
Unsecured Term Loan Interest [Member]
Debt Instrument [Line Items]
Debt, interest expenses	12,665	11,019	35,419	31,867
Mortgage debt interest
Debt Instrument [Line Items]
Debt, interest expenses	3,527	4,130	11,572	12,331
Credit facility interest and unused fees
Debt Instrument [Line Items]
Debt, interest expenses	$ 315	$ 311	$ 938	$ 941

Derivatives - Schedule of Derivatives (Details) - Interest Rate Swap - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Not Designated as Hedging Instrument
Derivative [Line Items]
Fair Value of Assets (Liabilities)	$ (310)	$ 4,321
Unsecured Term Loan Due July 2024 \| Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	1.63%
Notional Amount	$ 87,500
Fair Value of Assets (Liabilities)	$ 0	1,660
Unsecured Term Loan Due July 2024 \| Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	1.63%
Notional Amount	$ 87,500
Fair Value of Assets (Liabilities)	$ 0	1,658
Unsecured Term Loan Due January 2028 \| Not Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	3.36%
Notional Amount	$ 75,000
Fair Value of Assets (Liabilities)	$ (231)	554
Unsecured Term Loan Due January 2027 \| Not Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	3.50%
Notional Amount	$ 75,000
Fair Value of Assets (Liabilities)	$ (217)	449
Unsecured Term Loan Due January 2028 \| Not Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	3.27%
Notional Amount	$ 37,500
Fair Value of Assets (Liabilities)	$ (13)	0
Unsecured Term Loan Due January 2028 \| Not Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	3.27%
Notional Amount	$ 37,500
Fair Value of Assets (Liabilities)	$ (13)	0
Unsecured Term Loan Due January 2027 \| Not Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	3.07%
Notional Amount	$ 25,000
Fair Value of Assets (Liabilities)	$ 60	0
Unsecured Term Loan Due January 2026 \| Not Designated as Hedging Instrument
Derivative [Line Items]
Fixed Rate	3.25%
Notional Amount	$ 75,000
Fair Value of Assets (Liabilities)	$ 104	$ 0

Derivatives - Schedule of Gains and Losses Recognized on Derivative Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative [Line Items]
Gain expected to be reclassified in the next twelve months as a decrease to interest expense			$ 1,200
Designated as Hedging Instrument \| Unrealized loss (gain) on interest rate derivative instruments
Derivative [Line Items]
(Loss) gain recognized	$ 4,237	$ 150	4,631	$ 3,533
Designated as Hedging Instrument \| Interest expense
Derivative [Line Items]
(Loss) gain recognized	(1,155)	(2,694)	(5,863)	(5,235)
Not Designated as Hedging Instrument \| Interest expense
Derivative [Line Items]
(Loss) gain recognized	$ 0	$ 0	$ 0	$ 469

Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	$ 1,097,215	$ 1,177,005
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	1,097,215	1,177,005
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value	$ 1,095,730	$ 1,167,638

Equity (Details)	1 Months Ended		3 Months Ended						9 Months Ended		12 Months Ended
Equity (Details)	Aug. 31, 2024 USD ($)	Dec. 31, 2018 $ / shares shares	Sep. 30, 2024 $ / shares shares	Jun. 30, 2024 $ / shares	Mar. 31, 2024 $ / shares	Sep. 30, 2023 $ / shares	Jun. 30, 2023 $ / shares	Mar. 31, 2023 $ / shares	Sep. 30, 2024 USD ($) vote $ / shares shares	Sep. 30, 2023 USD ($) $ / shares	Dec. 31, 2023 $ / shares shares	Nov. 08, 2024 USD ($)	May 31, 2024 USD ($)
Class of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares			400,000,000						400,000,000		400,000,000
Common stock, par value (in dollars per share)			$ 0.01						$ 0.01		$ 0.01
Votes per common share \| vote									1
Repurchase of common stock \| $									$ 25,993,000	$ 2,423,000
Preferred stock, shares authorized (up to) (in shares) \| shares			10,000,000						10,000,000		10,000,000
Preferred stock, par value (in dollars per share)			$ 0.01						$ 0.01		$ 0.01
Preferred stock, dividend rate (as a percent)									8.25%		8.25%
Liquidation preference per share (in dollars per share)			25.00						$ 25.00		$ 25.00
Limited partnership, price per unit (in dollars per share)		$ 11.76
Option to redeem for common stock ratio		1
Common stock, dividend declared (in dollars per share)			0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	0.09	$ 0.09
Distributions per preferred share (in dollars per share)			$ 0.5156	$ 0.5156	$ 0.5156	$ 515.6000	$ 0.5156	$ 0.5156	$ 1.5469	$ 1.5469
Long-term Incentive Plan Unit
Class of Stock [Line Items]
Units outstanding (in shares) \| shares			140,127						140,127		314,137
Unaffiliated Third Parties
Class of Stock [Line Items]
Common units issued (in shares) \| shares		796,684
Operating partnerships units held (in shares) \| shares			994,653						994,653		723,166
Subsequent Event
Class of Stock [Line Items]
Remaining repurchase amount \| $												$ 174,000,000.0
Common Stock
Class of Stock [Line Items]
Aggregate offering price (up to) \| $	$ 200,000,000.0
Value amount of shares authorized to be repurchased (up to) \| $													$ 200,000,000.0
Shares repurchased (in shares) \| shares									3,114,876
Repurchased shares, average price per share (in dollars per share)									$ 8.33
Repurchase of common stock \| $									$ 26,000,000
Series A Preferred Stock
Class of Stock [Line Items]
Shares sold (in shares) \| shares									4,760,000		4,760,000
Preferred stock, dividend rate (as a percent)									8.25%		8.25%
Liquidation preference per share (in dollars per share)			$ 25.00						$ 25.00		$ 25.00
Redemption price per share (in dollars per share)			$ 25.00						$ 25.00		$ 25.00

Equity Incentive Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Feb. 27, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio			1
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards expected to vest in 2025 (in shares)	253,430		253,430
Awards expected to vest in 2026 (in shares)	244,845		244,845
Awards expected to vest in 2027 (in shares)	114,087		114,087
Awards expected to vest in 2028 (in shares)	7,970		7,970
Awards expected to vest in 2029 (in shares)	1,261		1,261
Unrecognized compensation cost	$ 4.0		$ 4.0
Unrecognized compensation expense related to compensation awards, period for recognition (in months)			26 months
Compensation expense (reversal)	$ 0.6	$ 1.0	$ 4.5	$ 3.1
Number of shares, granted (in shares)			361,920
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share)			$ 8.66
Restricted Stock \| Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accelerated compensation expense			$ 2.0
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards expected to vest in 2025 (in shares)	331,417		331,417
Awards expected to vest in 2026 (in shares)	371,260		371,260
Awards expected to vest in 2027 (in shares)	402,172		402,172
Unrecognized compensation cost	$ 3.2		$ 3.2
Unrecognized compensation expense related to compensation awards, period for recognition (in months)			27 months
Compensation expense (reversal)	$ 0.4	0.8	$ 3.8	2.3
Percentage of target award of maximum possible payout to executives (as a percent)			150.00%
Stock of common stock earned for the PSUs vested (as a percent)			95.60%
Number of shares, granted (in shares)			364,799
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share)			$ 8.36
Performance Stock Units \| Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense (reversal)			$ 1.8
Total shareholder return (as a percent)			50.00%
Hotel market share (as a percent)			50.00%
Maximum possible payout to executive officer as percentage of the target award (as a percent)			150.00%
Stock of common stock earned for the PSUs vested (as a percent)	100.00%		100.00%
Long-term Incentive Plan Unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards expected to vest in 2025 (in shares)	46,709		46,709
Awards expected to vest in 2026 (in shares)	46,709		46,709
Unrecognized compensation cost	$ 1.1		$ 1.1
Unrecognized compensation expense related to compensation awards, period for recognition (in months)			31 months
Compensation expense (reversal)	0.1	0.2	$ 1.9	0.6
Number of shares, granted (in shares)			97,477
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share)			$ 8.72
Long-term Incentive Plan Unit \| Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense (reversal)			$ 1.2
Nonemployee Director Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense (reversal)	$ 0.0	$ 0.0	$ 0.8	$ 0.7
Number of shares, granted (in shares)			88,305
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share)			$ 8.72
Minimum \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			3 years
Minimum \| Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			3 years
Performance period (in years)			3 years
Minimum \| Performance Stock Units \| Executive Officers
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of total stockholder return for payout of shares			75.00%
Maximum \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			5 years
Maximum \| Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			5 years
Percentage of total stockholder return for payout of shares			30.00%
2024 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option and incentive plan, shares authorized (up to) (in shares)					7,900,000
Share based compensation arrangement by share based payment award number of shares issued or committed to issue (in shares)	1,076,916		1,076,916

Equity Incentive Plans - Stock Awards Activity (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Unvested restricted common stock
Number of Shares
Beginning balance (in shares) \| shares	1,200,693
Number of shares, granted (in shares) \| shares	361,920
Vested (in shares) \| shares	(941,018)
Ending balance (in shares) \| shares	621,595
Weighted- Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 9.33
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) \| $ / shares	8.66
Vested (in dollars per share) \| $ / shares	9.35
Ending balance (in dollars per share) \| $ / shares	$ 8.90
Performance Stock Units
Number of Shares
Beginning balance (in shares) \| shares	1,032,296
Number of shares, granted (in shares) \| shares	364,799
Additional units from dividends (in shares) \| shares	9,615
Vested (in shares) \| shares	(301,861)
Ending balance (in shares) \| shares	1,104,849
Weighted- Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 9.34
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) \| $ / shares	8.36
Additional units from dividends (in dollars per share) \| $ / shares	8.95
Vested (in dollars per share) \| $ / shares	9.32
Ending balance (in dollars per share) \| $ / shares	$ 9.02
Stock of common stock earned for the PSUs vested (as a percent)	95.60%
Long-term Incentive Plan Unit
Number of Shares
Beginning balance (in shares) \| shares	314,137
Number of shares, granted (in shares) \| shares	97,477
Vested (in shares) \| shares	(271,487)
Ending balance (in shares) \| shares	140,127
Weighted- Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 9.01
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period, weighted average grant date fair value (in dollars per share) \| $ / shares	8.72
Vested (in dollars per share) \| $ / shares	8.94
Ending balance (in dollars per share) \| $ / shares	$ 8.9

Equity Incentive Plans - Fair Value Assumptions (Details) - Shares related to unvested PSUs - $ / shares	May 07, 2024	Feb. 23, 2023	Aug. 09, 2022	Feb. 22, 2022	Mar. 02, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	36.50%	74.50%	73.30%	71.40%	68.80%
Risk-Free Rate	4.64%	4.40%	3.20%	1.74%	0.26%
Fair value at grant date (in dollars per share)	$ 8.03	$ 9.22	$ 9.65	$ 9.84	$ 9.28
Fair value at grant date based on hotel market share (in dollars per share)	$ 8.72	$ 8.94	$ 9.32	$ 9.56	$ 9.40

Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income attributable to common stockholders	$ 23,978	$ 24,818	$ 51,928	$ 68,031
Denominator:
Weighted-average number of common shares outstanding—basic (in shares)	209,339,807	211,490,571	210,729,779	211,525,596
Effect of dilutive securities:
Weighted-average number of common shares outstanding—diluted (in shares)	210,208,081	212,204,989	211,600,114	212,129,712
Earnings per share:
Earnings per share available to common stockholders—basic (in dollars per share)	$ 0.11	$ 0.12	$ 0.25	$ 0.32
Earnings per share available to common stockholders—diluted (in dollars per share)	$ 0.11	$ 0.12	$ 0.25	$ 0.32
Unvested restricted common stock
Effect of dilutive securities:
Unvested restricted common stock and shares related to unvested PSUs (in shares)	135,553	359,711	125,819	278,217
Shares related to unvested PSUs
Effect of dilutive securities:
Unvested restricted common stock and shares related to unvested PSUs (in shares)	732,721	354,707	744,516	325,899

Commitments and Contingencies (Details) - Courtyard Manhattan Fifth Avenue - Subsequent Event $ in Millions	1 Months Ended
	Oct. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Ground leases renewal option (in years)	36 years
Minimum spending on capital improvements	$ 7

Diamondrock Hospitality (NYSE:DRH-A)
Historical Stock Chart
From Jan 2025 to Feb 2025

Click Here for more Diamondrock Hospitality Charts.

Diamondrock Hospitality (NYSE:DRH-A)
Historical Stock Chart
From Feb 2024 to Feb 2025

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

DRH-A Diamondrock Hospitality Company

Diamondrock Hospitality Company News

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

DRH-A Diamondrock Hospitality Company

Diamondrock Hospitality Company News

Your Recent History

Company

Business

Popular

Get The App

Go Ad-Free