peb-20260416

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under Rule 14a-12

Pebblebrook Hotel Trust

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 17, 2026

Dear Shareholder:

Our 2026 Annual Meeting of Shareholders will be held on Friday, May 29, 2026, at 9:00 a.m. Eastern Time, at the offices of Hunton Andrews Kurth LLP, 2200 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20037.

The attached Notice of 2026 Annual Meeting of Shareholders and proxy statement provide important information about the Annual Meeting and the business to be conducted there and at any adjournment or postponement thereof. At the Annual Meeting we will ask you to elect our nominees to the Board of Trustees, to ratify the appointment of our independent registered public accountants, to approve executive compensation, and to approve an amendment to our declaration of trust to give shareholders the right to remove trustees without cause. These proposals are described in detail in the attached Notice and proxy statement.

Your vote is important to us. We urge you to read these documents carefully. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone, by Internet or by completing, signing, dating, and returning your proxy card. Instructions for these convenient ways to vote are set forth on the enclosed proxy card.

Thank you for your continued support.

Sincerely,


Jon E. Bortz
Chief Executive Officer and Chairman of the Board


4747 Bethesda Avenue, Suite 1100 Bethesda, Maryland 20814


NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS


DATE:						Friday, May 29, 2026
TIME:						9:00 a.m. Eastern Time
PLACE:						Hunton Andrews Kurth LLP, 2200 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20037
RECORD DATE:						March 17, 2026

ITEMS OF BUSINESS:						• Election of Trustees to serve until our 2027 annual meeting of shareholders and until their successors are duly elected and qualified
						• Ratification of the appointment of KPMG LLP as our independent registered public accountants for the year ending December 31, 2026
						• Advisory vote approving the compensation of our named executive officers
						• Approve an amendment to our declaration of trust to give shareholders the right to remove trustees without cause
						• Consider and act upon any other business that may be properly brought before the annual meeting

BY ORDER OF THE BOARD OF TRUSTEES:

Raymond D. Martz

Secretary

April 17, 2026


HOW TO VOTE

Your vote is important to us. You are eligible to vote and receive notice of the Annual Meeting if you were a shareholder of record of our common shares of beneficial interest (“Common Shares”) at the close of business on the record date of March 17, 2026. A majority of the Common Shares entitled to vote at the Annual Meeting must be present in person or by proxy for us to proceed with the Annual Meeting. You can vote either in person at the Annual Meeting or by proxy as follows:

•If your shares are held by a broker, bank, or other nominee (i.e., in “street name”), you will receive instructions from your broker, bank, or other nominee which you must follow in order to have your Common Shares voted by proxy.

•If your shares are owned directly with our transfer agent, Equiniti Trust Company, you are a registered shareholder and may vote by proxy through one of the following methods:

Visit www.proxyvote.com to vote prior to 11:59 p.m. Eastern Time the day before the meeting.

Call 1-800-690-6903 to vote prior to 11:59 p.m. Eastern Time the day before the meeting.

Complete and mail your proxy card so that it is received before the meeting date.

You may revoke your proxy at any time before it is voted at the Annual Meeting by notifying the Secretary in writing, submitting a proxy dated later than your original proxy or attending the Annual Meeting and voting in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING. Our 2026 Proxy Statement and our 2025 Annual Report to Shareholders are available at www.pebblebrookhotels.com. On or about April 17, 2026, we expect to begin providing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which will indicate how to access our proxy materials on the Internet. If you receive the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

PROXY STATEMENT

TABLE OF CONTENTS


			Page
About Pebblebrook Hotel Trust			1
Annual Meeting Information			1
Notice of Electronic Availability of Proxy Materials			1

Proposals			2
Proposal 1: Election of Trustees			2
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants			2
Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers			3
Proposal 4: Amendment to Our Declaration of Trust to Give Shareholders the Right to Remove Trustees Without Cause			4

Corporate Governance Information			5
Corporate Governance Highlights			5
Focus on Shareholder Rights			7
Independence of Trustees			7
Board Meetings			8
Board Leadership Structure			8
Board Composition and Refreshment			8
Corporate Sustainability and Responsibility			11
Insider Trading Arrangements and Policies			14
Board Committees			14
Stakeholder Engagement			14
Risk Management Oversight			15
Communications with the Board, Lead Trustee, Independent Trustees, and Audit Committee			16
Conflicts of Interest and Related Party Transactions			16

Trustee Information			17
Trustee Nominees			17
Process for Selecting Trustee Nominees			21
Process for Shareholders to Recommend Trustee Nominees			22
Trustee Compensation			22

Audit Information			23
Audit Committee Report			23
Fee Disclosure			24
Pre-Approval Policy			25

Named Executive Officer Information			25

Compensation Information			26
Compensation Committee Report			26
Compensation Discussion and Analysis (“CD&A”)			26










Summary Compensation Table			38


Grants of Plan-Based Awards Table			39
Outstanding Equity Awards at Fiscal Year-End Table			40
Option Exercises and Shares/Units Vested Table			40
Equity Compensation Plan Information			41
Change in Control Severance Agreements, Equity Award Vesting, and Other Termination Policies			41
Termination Payments Table			45
Double-Trigger Cash Stay Bonus			46
Compensation Committee Interlocks and Insider Participation			46
CEO Pay Ratio			46
Pay Versus Performance			46

Security Ownership Information			50
Security Ownership of Certain Beneficial Owners			50
Security Ownership of Management (Executive Officers and Trustees)			51

General Information			51
Annual Meeting and Voting			51
Householding			52
Solicitation of Proxies, Shareholder Proposals, and Other Matters			52


ABOUT PEBBLEBROOK HOTEL TRUST

Pebblebrook Hotel Trust is a publicly traded real estate investment trust (“REIT”) that opportunistically acquires and invests in hotel and resort properties, focusing on major U.S. cities, key coastal gateway markets, and premier resort markets. We invest in both branded and independent full-service “upper-upscale” and “luxury” hotels. As of March 25, 2026, we owned 44 hotels and resorts, totaling approximately 11,000 guest rooms, located in urban and resort markets, including: Boston, Massachusetts; Chicago, Illinois; Hollywood, Florida; Jekyll Island, Georgia; Key West, Florida; Los Angeles, California (Beverly Hills, Santa Monica and West Hollywood); Naples, Florida; Newport, Rhode Island; Portland, Oregon; San Diego, California; San Francisco, California; Santa Cruz, California; Stevenson, Washington; and Washington, District of Columbia.

Throughout this Proxy Statement, we use the terms “Pebblebrook,” “Company,” “we,” “our,” and “us” to refer to Pebblebrook Hotel Trust.


ANNUAL MEETING INFORMATION

We are providing these proxy materials in connection with the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). These materials will assist you in voting your Common Shares by providing information on matters that will be presented at the Annual Meeting.


Meeting Date			Friday, May 29, 2026
Meeting Time			9:00 a.m. Eastern Time
Meeting Location			Hunton Andrews Kurth LLP, 2200 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20037
Record Date			March 17, 2026

The following matters are being presented for a vote at the Annual Meeting:


Proposal	Board Recommendation	Vote Required For Approval

1 – Election of Trustees	FOR each nominee	Majority of votes cast

2 – Ratification of Appointment of Independent Registered Public Accountants	FOR	Majority of votes cast

3 – Advisory Vote on the Compensation of Our Named Executive Officers	FOR	Majority of votes cast

4 – Amendment to Our Declaration of Trust to Give Shareholders the Right to Remove Trustees Without Cause	FOR	Two-thirds of votes entitled to be cast


NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials including this Proxy Statement and our 2025 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”), to you by providing access to such documents on the Internet instead of mailing printed copies unless you previously requested to receive these materials by mail or e-mail. On or about April 17, 2026, we mailed to our shareholders who have not previously requested to receive these materials by mail or e-mail a “Notice of Internet Availability of Proxy Materials” (“Notice”) containing instructions on how to access and review this Proxy Statement and our Annual Report and how to vote on the Internet or by telephone. You cannot vote by marking the Notice and returning it. If you received the Notice by mail, you will not automatically receive a printed copy of our proxy materials or Annual Report unless you follow the instructions for requesting these materials included in the Notice.

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PROPOSALS


PROPOSAL 1: ELECTION OF TRUSTEES

The Board of Trustees of the Company (the “Board”) currently has eight trustees, but only seven trustees have been nominated to stand for election at the Annual Meeting, because Ron E. Jackson has given notice that he will retire from the Board effective as of the Annual Meeting. Upon his retirement, the size of the Board will decrease to seven trusteeships. You are entitled to cast one vote per Common Share for each nominee. You may not vote for more than seven nominees.

All trustee nominees elected at the Annual Meeting will hold office until our 2027 annual meeting of shareholders and until their successors have been duly elected and qualified.

In February 2026, Mr. Jackson, who has served on the Board as an independent trustee since our initial public offering in 2009, informed us that he had decided to retire from the Board as of the Annual Meeting. Therefore, Mr. Jackson is not standing for re-election at the Annual Meeting, and, upon Mr. Jackson’s retirement from the Board effective as of the Annual Meeting, the size of the Board will decrease to seven trusteeships. He has served on the Compensation Committee since 2009, serving as its chairperson from 2013 through 2014 and since 2022. He has also served on the Audit Committee since 2022. Mr. Jackson served on the Nominating and Corporate Governance Committee from 2009 through 2012 and from 2015 through 2021 and the Audit Committee from 2013 through 2014. The Board remains deeply appreciative to Mr. Jackson for his service and significant contributions to the Board and its committees.

The Nominating and Corporate Governance Committee conducted a successful search for potential candidates to serve as a new independent trustee and recommended to the Board that Nina P. Jones be elected to the Board. Acting on the committee’s recommendation, the Board elected Ms. Jones to become an independent trustee and increased its size to eight trusteeships, in both cases effective as of March 1, 2026. Ms. Jones is a trustee nominee standing for election at the Annual Meeting.

Information about each trustee nominee and their qualifications to serve as a trustee appears under “Trustee Information—Trustee Nominees” in this Proxy Statement.

Our Bylaws provide that in uncontested elections, such as this one, a nominee must receive a majority of votes cast in order to be elected. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal.


þ						The Board of Trustees recommends that you vote “FOR” for each of the nominees.


PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board has selected KPMG LLP (“KPMG”) to serve as the independent registered public accountants of the Company for the year ending December 31, 2026, and the Board is asking shareholders to ratify this appointment. Although current laws, rules, and regulations, as well as the Audit Committee charter, require the Company’s independent auditor to be engaged, retained, and supervised by the Audit Committee, the Board considers the appointment of the independent auditor to be an important matter for shareholders and is submitting the appointment of KPMG for ratification by shareholders as a matter of good corporate practice. KPMG has served as the Company’s independent registered public accountants since the Company’s formation in October 2009 and is considered by the management of the Company and the Audit Committee to be well qualified.

We expect that a representative of KPMG will be present at the Annual Meeting, will be given the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The Audit Committee has considered whether, and has determined that, the provision by KPMG of the services described under “Audit-Related Fees,” “Tax Fees,” and “Other Fees” in “Audit Information—Fee Disclosure” in this Proxy Statement is compatible with maintaining KPMG’s independence from management and the Company.

Information about KPMG’s services to the Company and the Audit Committee’s report appear under “Audit Information” in this Proxy Statement.

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The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to approve this proposal. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal.


þ						The Board of Trustees recommends that you vote “FOR” on Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants.


PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Board has determined that we will hold a non-binding, advisory vote on the compensation paid to our named executive officers every year.

Accordingly, we are asking you to approve the following resolution:

NOW, THEREFORE, BE IT RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis, compensation tables and related narrative discussion in the proxy statement relating to the Company’s 2026 Annual Meeting of Shareholders.

The Company’s primary business objective is to deliver attractive, risk-adjusted long-term total returns to shareholders through appreciation in the value of Common Shares and by providing income to shareholders through distributions from distributable cash flow. In order to drive success in our primary business objective, the Compensation Committee has developed a compensation program to reward performance for actions that further that objective, based on the following key principles:

•Compensation should reinforce business objectives and Company values.

•Executive officers should be retained and motivated.

•A significant percentage of compensation for executive officers should be based on performance.

•Compensation should align the interests of executive officers with those of shareholders.

•Compensation should be competitive.

Our executive compensation program consists of three main components: (i) cash base salaries, (ii) cash incentive bonuses based on performance against one-year business objectives established at the beginning of the year, and (iii) long-term equity-based awards (in the form of time-based vesting awards and performance-based vesting awards). We discuss each of these three components in more detail under “Compensation Information—Compensation Discussion and Analysis—Compensation Program Components.”

In this Proxy Statement, information about our executive officers appears under “Named Executive Officer Information” and information about the 2025 compensation program, including the compensation discussion and analysis (“CD&A”), compensation tables and related narrative discussion, appears under “Compensation Information.”

This is an opportunity to express your opinion regarding the decisions made by the Compensation Committee on the compensation of our named executive officers for 2025; however, it will not affect any compensation already paid or awarded for 2025 and will not be binding on the Compensation Committee, the Board, or the Company. The Board and the Compensation Committee value the opinions of our shareholders and will take the results of this vote into consideration in addressing future compensation policies and decisions.


þ						The Board of Trustees recommends that you vote “FOR” on Proposal 3 – Advisory Vote on the Compensation of Our Named Executive Officers.

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PROPOSAL 4: AMENDMENT TO OUR DECLARATION OF TRUST TO GIVE SHAREHOLDERS THE RIGHT TO REMOVE TRUSTEES WITHOUT CAUSE

The Board of Trustees has declared it to be advisable and in the best interests of the Company and its shareholders to amend the Company’s Declaration of Trust (the “Declaration”) to give shareholders the right to remove a trustee without cause in addition to the right to remove a trustee for cause. Under the Declaration, such an amendment cannot be made without shareholder approval, and so the Board unanimously recommends that the shareholders approve the proposed amendment described below.

Currently, the Declaration provides shareholders the right to remove a trustee only for cause.

The right of shareholders to remove trustees without cause is increasingly considered an important aspect of good corporate governance. In conjunction with the Board’s review of governance matters in February 2026 and the Board’s adoption of the principles-based Board refreshment policy discussed elsewhere in this Proxy Statement, the Board determined that it would be appropriate for our shareholders to have this additional right. As a result, the Board adopted the proposed amendment and directed its submission to shareholders for approval at the Annual Meeting. This proposal demonstrates the Board’s continuing commitment to strong corporate governance practices, which the Board believes is consistent with its goal of creating long-term, sustainable value for our shareholders.

Description of Proposed Amendment

The proposed amendment would give shareholders the right to remove a trustee without cause in addition to the right to remove a trustee for cause. The proposed amendment would amend the three sentences of Article V, Section 5.3 of the Declaration to read as follows (solely for purposes of clarity in this Proxy Statement, additions to the current provision in the Declaration are shown underlined and italicized and deletions are shown struck through):

“Any Trustee may resign by written notice to the Board, effective upon execution and delivery to the Trust of such written notice or upon any future date specified in the notice. Subject to the rights of holders of one or more classes or series of Preferred Shares (as hereinafter defined) to elect or remove one or more Trustees, a Trustee may be removed at any time, but only for with or without cause, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of Trustees. For the purpose of this paragraph, “cause” shall mean, with respect to any particular trustee, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such trustee caused demonstrable, material harm to the Trust through bad faith or active and deliberate dishonesty.”

If the proposed amendment is approved at the Annual Meeting by the requisite vote set forth below, the Company will promptly file corresponding Articles of Amendment with the State Department of Assessments and Taxation of Maryland to implement the amendment.

Approval Requires Affirmative Vote of Two-Thirds of Votes Entitled to Be Cast

Under the Declaration (pursuant to the second sentence of Section 10.3 of Article X), the proposed amendment must receive the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter to be approved.

Effect of Failure to Approve

If the proposed amendment is not approved by the requisite vote, then corresponding Articles of Amendment will not be filed with the State Department of Assessments and Taxation of Maryland, the proposed amendment will not become effective, and shareholders will continue to have the right to remove a trustee, but only for cause.


þ						The Board of Trustees recommends that you vote “FOR” on Proposal 4 – Amendment of Our Declaration of Trust to Give Shareholders the Right to Remove Trustees Without Cause

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CORPORATE GOVERNANCE INFORMATION

The Board is responsible for providing governance and oversight of the strategy, operations, and management of the Company on behalf of our shareholders. In addition to our Declaration of Trust, the Board has adopted the following key documents that form the governance framework for the Company. We review each of these documents periodically and modify them as needed:

•Bylaws;

•Corporate Governance Guidelines;

•Code of Business Conduct and Ethics;

•Charter of the Audit Committee;

•Charter of the Compensation Committee;

•Charter of the Nominating and Corporate Governance Committee; and

•Whistleblower Policy.

We make these documents available under the Investor Relations section of our website at www.pebblebrookhotels.com. Printed copies of these documents are also available free of charge upon written request to Investor Relations at investors@pebblebrookhotels.com or by phone at (240) 507-1306.


CORPORATE GOVERNANCE HIGHLIGHTS

We have a history of supporting and implementing strong, sound corporate governance practices and policies that best serve the interests of our shareholders, and we remain committed to continuing that tradition. Throughout each year, our management team typically meets with shareholders responsible for over 75% of the Common Shares, discussing our governance practices and hearing shareholders’ perspectives. Our practices and policies include, among other things, the following:


Governance Practice, Policy		Description

þ	Shareholder Right to Proxy Access (“3/3/20/20”)	• A shareholder (or group of up to 20) owning at least 3% of outstanding Common Shares for at least 3 years may submit trustee nominees (up to 20% of the Board, rounded down) for inclusion in our proxy statement. • Adopted in 2016 after extensive conversations with shareholders holding over 75% of outstanding Common Shares.

þ	Shareholder Right to Amend Bylaws (“3/3/20”)	• A shareholder (or group of up to 20) owning at least 3% of outstanding Common Shares for at least 3 years may make binding proposals to adopt, alter, or repeal our Bylaws, or to make new bylaws, for inclusion in our proxy statement. • Adopted in 2016 after extensive conversations with shareholders holding over 75% of outstanding Common Shares.

þ	Annual Election of Trustees	Each trustee serves only a one-year term.

þ	Non-Classified Board; Shareholder Approval Required to Classify	The Board is not classified, and we cannot classify without shareholder approval (i.e., we opted out of the Maryland Unsolicited Takeovers Act).

þ	Majority Voting for Trustees	In uncontested elections, each trustee nominee must receive a majority of votes cast to be elected to the Board.

þ	Trustee Resignation Policy	Trustee nominees who receive more votes against than votes for must submit their written resignation to the Board.

þ	No Shareholders Rights Plan	We do not have a poison pill.

þ	Independent Majority of Board (1)	All of our trustees, other than our Chief Executive Officer, are independent (86%).

þ	Independent Board Committees	All committees of the Board have only independent trustees as members.

þ	Lead Trustee	Bonny W. Simi, an independent trustee, is the Lead Trustee and presides over the Board’s executive sessions and meetings when the Chairman is absent.

þ	Regular Executive Sessions	Our independent trustees meet at least quarterly without the presence of any of our officers or employees.

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Governance Practice, Policy		Description

þ	Robust Annual Board Self-Assessment	The Nominating and Corporate Governance Committee conducts an annual survey of each trustee to elicit and deliver feedback regarding trustees, the Board, and the Board’s committees. In addition, the Chair of the Nominating and Corporate Governance Committee conducts individual discussions each year with each independent trustee to obtain further feedback on the performance of the Board, its committees, and individual trustees.

þ	Diversity of Board (1)	• Gender: 43% female overall, 50% of independents (three trustees) • Race: 14% African-American/Black overall, 17% of independents (one trustee)

þ	Tenure of Independent Trustees (1)	• Average: 12.0 years • Tenure of individual trustees: > 10 years: 67% (four trustees) > 5 years and ≤ 10 years: 17% (one trustee) ≤ 5 years: 17% (one trustee)

þ	Board Refreshment Policy	• Maintain an average tenure of independent trustees of ≤ 12 years

þ	Corporate Sustainability and Responsibility Committee	• We have an active CSR Committee, whose membership includes three independent trustees. • The CSR Committee reports directly to the Board’s Nominating and Corporate Governance Committee.

þ	Enterprise Risk Assessment and Management	• Thorough annual review and assessment, and reporting to the Board, of material enterprise risks, including cybersecurity risks. • Each risk is assigned to an officer, who is responsible for on-going management and mitigation of the risk. • Audit Committee actively monitors risks that could affect financial reporting.

þ	Open Communication	• We encourage and have open communication and strong working relationships among the Lead Trustee, Chairman, and other trustees. • Our trustees regularly meet with management and with employees.

þ	Equity Ownership Guidelines: •Executive Officers (5x - 3x) •Trustees (3x)	• Recommended ownership of Company equity by our executive officers: a value of at least 5 times (CEO) or 3 times (CFO and CIO) annual base salary. • Recommended ownership of Company equity by our independent trustees: a value of at least 3 times annual compensation (including chairperson fees). • Each person has 5 years after becoming an executive officer or trustee (or after an increase of compensation levels) to attain the recommended level of ownership.

þ	Clawback Policy (Compensation Recoupment) (fully complies with Rule 10D-1 and NYSE listing standards)	• If the Company is required to prepare an accounting restatement of its previously filed financial statements due to material noncompliance with any financial reporting requirement under federal securities laws, the Board will require reimbursement or forfeiture of any incentive compensation that has been paid but that would not have been paid based on the subsequently restated financial statements. • Reimbursement or forfeiture will be required even if fraud, intentional misconduct, or illegal behavior were not involved in such noncompliance.

þ	Prohibition on Hedging	Our insider trading policy prohibits officers, trustees, and all employees from, among other activities, engaging in short-term or speculative transactions in the Company’s securities or that may lead to inadvertent violations of insider-trading laws. We prohibit short sales of the Company’s securities and transactions in publicly traded options on the Company’s securities, such as puts, calls, and other derivative securities, on an exchange or in any other market.

þ	Prohibition on Pledging	We have adopted a policy that prohibits officers, trustees, and all employees from pledging the Company’s securities as collateral to secure any loan, including any margin account loans.

(1) Measurements shown are as expected as of the Annual Meeting, following Mr. Jackson’s retirement from the Board.

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FOCUS ON SHAREHOLDER RIGHTS

Shareholder Right to Proxy Access

We were one of the first lodging REITs to provide our shareholders with a right to submit trustee nominees for inclusion in our proxy statement if both the shareholder proponents and the trustee nominees satisfy the requirements specified in our Bylaws. We refer to this right as “proxy access.”

After extensive conversations throughout 2016 with shareholders holding over 75% of the outstanding Common Shares, several of whom had owned Common Shares since the IPO, we adopted a “3/3/20/20” model for proxy access in 2016. A shareholder (or a group of up to 20 shareholders) owning at least 3% (0.1% for each group member) of the outstanding Common Shares for at least 3 years may submit trustee nominees (up to 20% of the Board, rounded down) for inclusion in our proxy statement by satisfying the requirements specified in Sections 11 and 12 of Article II of our Bylaws.

Shareholder Right to Amend Bylaws

We were one of the first lodging REITs to provide our shareholders with the right to make binding proposals to amend our Bylaws by the affirmative vote of the holders of a majority of the Common Shares then outstanding and entitled to vote.

After extensive conversations throughout 2016 with shareholders holding over 75% of the outstanding Common Shares, several of whom had owned Common Shares since the IPO, we adopted a “3/3/20” model for bylaws amendments proposals in 2016. A shareholder (or a group of up to 20 shareholders) owning at least 3% (0.1% for each group member) of the outstanding Common Shares for at least 3 years may make binding proposals to adopt, alter, or repeal our Bylaws, or to make new bylaws, for inclusion in our proxy statement by satisfying the requirements specified in Sections 11 and 12 of Article II of our Bylaws.

Shareholder Right to Remove Trustees With or Without Cause

The Board of Trustees has declared it to be advisable and in the best interests of the Company and its shareholders to amend the Declaration to give shareholders the right to remove a trustee without cause in addition to the right to remove a trustee for cause. If Proposal 4 passes at the Annual Meeting, we will promptly file Articles of Amendment to the Declaration to give shareholders this additional right.


INDEPENDENCE OF TRUSTEES

Our Corporate Governance Guidelines require that a majority of our trustees be independent. The Board has adopted the categorical standards prescribed by the NYSE to assist the Board in evaluating the independence of each trustee. The categorical standards describe various types of relationships that could potentially exist between a trustee and the Company and sets thresholds at which such relationships would be deemed material. Provided that no relationship or transaction exists that would disqualify a trustee under the categorical standards and the Board determines, taking into account all facts and circumstances, that no other material relationship between the Company and the trustee exists of a type not specifically mentioned in the categorical standards, the Board will deem such person to be independent.

Under these criteria, the Board has determined that the following seven trustees are independent: Cydney C. Donnell, Ron E. Jackson, Nina P. Jones, Phillip M. Miller, Michael J. Schall, Bonny W. Simi, and Earl E. Webb. Following Mr. Jackson’s retirement from the Board as of the Annual Meeting, 86% of our trustees will be independent.


Board Profile by the Numbers (1)

(1) Metrics shown are expected as of the Annual Meeting, following Mr. Jackson’s retirement.

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BOARD MEETINGS

The Board holds regularly scheduled in-person meetings four times each year and, if needed, also holds special meetings. During 2025, the Board held four regular meetings, and the independent trustees held an executive session at each of the four regular meetings. Ms. Simi, as the Lead Trustee, presided over all of the executive sessions. Each trustee attended 100% of the meetings of the Board. The Board does not have a policy with respect to trustees’ attendance at annual meetings of shareholders, and, because of the routine nature of annual meetings and historical and anticipated low levels of in-person shareholder participation at annual meetings, trustees are not expected to attend the Annual Meeting. None of the trustees attended our annual meeting of shareholders in 2025.


BOARD LEADERSHIP STRUCTURE

Lead Trustee

Ms. Simi serves as the Lead Trustee in addition to serving as the Chairperson of the Nominating and Corporate Governance Committee. The Lead Trustee presides over executive sessions of the independent trustees and meetings of the full Board when our Chairman is absent, in each case coordinating the agenda and moderating the discussion. The Lead Trustee may also, as needed, call meetings of the independent trustees. The Lead Trustee serves as the principal liaison between the independent trustees and our Chief Executive Officer to discuss, as appropriate, topics that arise during the Board’s executive sessions and other meetings of independent trustees. The Lead Trustee is responsible for leading the independent trustees’ annual evaluation of the Chief Executive Officer and facilitates discussions related to succession planning for the Chief Executive Officer and the two Co-Presidents. These responsibilities are intended to ensure independent oversight and mitigate the risk of undue management influence.

Chairman of the Board

Mr. Bortz serves as both our Chairman of the Board and our Chief Executive Officer. We believe that it is in the best interests of the Company and our shareholders for Mr. Bortz to serve as our Chairman, because of his unique insight into the Company as well as the lodging industry and his excellent reputation among institutional investors. We believe that regular meetings of independent trustees, without management present, permitting each trustee to add items to the agenda of meetings of the Board and its committees, having a Lead Trustee, and assigning key responsibilities to the Lead Trustee collectively mitigate the risk that having our Chief Executive Officer serve as our Chairman may cause management to have undue influence on the Board.


BOARD COMPOSITION AND REFRESHMENT

The Board is committed to maintaining an independent and well-qualified mix of trustees that is aligned with the Company’s strategy and the industry’s long operating cycles. Consequently, the Board has developed a principles-based board refreshment framework designed to balance continuity of institutional knowledge and alignment of trustees’ skills and experience with the Company’s present and expected future priorities.

Governance and Accountability

The Nominating and Corporate Governance Committee has primary responsibility for the Board’s composition, refreshment, and succession planning, and the committee oversees the Board’s annual self-evaluation. The committee regularly reports to the full Board, which itself acts as needed. The committee and the Board consider evolving governance standards and feedback from shareholders and other stakeholders as part of their ongoing efforts to maintain best-practice governance.

As part of its efforts to maintain strong governance, the Board uses a structured process, designed to be repeatable and on-going, to provide for appropriate continuity and change. The following graphic describes key steps of the structured process:

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Assess current composition and future strategic needs						The Nominating and Corporate Governance Committee annually evaluates the Board’s overall composition, including independence, tenure mix, committee needs, engagement/capacity, and skills coverage relative to the Company’s current and anticipated future priorities.

Identify capability priorities, assess/revise Trustee Skills and Experience Matrix						The Board annually assesses and revises, as needed, the skills and experience matrix to ensure the Board’s collective experience aligns with anticipated needs (capital allocation, capital markets/financing, M&A/strategic transactions, hotel real estate oversight, governance, risk, and other priorities).

Develop and maintain a candidate pipeline						The Nominating and Corporate Governance Committee seeks to maintain an active pipeline of potential candidates aligned with the Board’s potential needs. Potential candidates may be identified through trustees, management, shareholders, and other external networks and advisors.

Screen and diligence candidates; then interview and deliberate						Candidates are evaluated against baseline qualification standards, screened for potential conflicts, assessed for time/capacity, and evaluated for the specific skills, experience, and perspectives they would add to the Board’s overall composition. The Nominating and Corporate Governance Committee and the full Board engage with shortlisted candidates.

Onboard, engage, and evaluate – then refresh as needed						The Board views onboarding and continuing education as governance tools that reduce risk and promote effectiveness. Trustees and the Board itself are evaluated annually as part of the Board effectiveness cycle, which informs succession planning and refreshment decisions.

Trustee Qualification Standards

In evaluating trustee candidates, the Nominating and Corporate Governance Committee and the Board consider a holistic set of qualifications and attributes, among which include the following:

•Integrity and independent judgment appropriate for fiduciary oversight of a public company;

•Relevant leadership experience;

•Strong financial acumen to evaluate strategy, capital allocation, risk, and performance in a REIT context;

•Public company governance experience, including committee leadership, oversight expectations, and engagement with shareholders and proxy advisors;

•Ability and willingness to commit sufficient time and attention, including preparation, meeting attendance, and constructive participation;

•Collegiality and constructive challenger, with the ability to work effectively as part of a diverse, high-performing oversight group;

•Absence of conflicts of interest; and

•Commitment to meaningful long-term share ownership to align trustee and shareholder interests.

Skills and Experience

The Nominating and Corporate Governance Committee and the Board take each individual trustee’s skills and experience into account as they seek to have the Board continue to have the right mix of perspectives and experience to provide appropriate and strong oversight of management and the Company. The Nominating and Corporate Governance Committee developed and maintains the following matrix, which summarizes trustees’ skills and experience, to help in identifying potential gaps or future needs.

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Trustee Skills and Experience Matrix(1)

Skills and Functional Experience

Jon E.
Bortz

Cydney C. Donnell

Nina P.
Jones

Phillip M. Miller

Michael J. Schall

Earl E.
Webb

Bonny W. Simi

Skills and Functional Experience

Executive Leadership

Other Public Company Board Experience

M&A & Strategic Transactions

Investments / Capital Markets

Financial & Accounting Literacy

Corporate Governance

Human Capital Management

Executive Compensation

Risk Management and Cybersecurity

Industry Experience

REITs / Real Estate Industry

Hospitality / Travel / Leisure

Consumer Retail Industry

Technology / Digital Innovation

(1) Mr. Jackson’s information is omitted from the graphic because his retirement from the Board will take effect at the Annual Meeting.

Annual Board Effectiveness Cycle

The Nominating and Corporate Governance Committee takes the following steps to help maintain the Board’s effectiveness.

The Nominating and Corporate Governance Committee conducts annual evaluations of the full Board, each committee, and individual trustees. The process includes structured written assessments and confidential one-on-one discussions with the Lead Trustee to drive candid feedback and accountability. The Nominating and Corporate Governance Committee reviews results with a focus on actionable improvements, and the Board incorporates enhancements where appropriate.

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Tenure Posture and Refreshment Policy

Following extensive conversations of management and trustees with shareholders owning more than 60% of all outstanding Common Shares, the Board recently implemented a refreshment policy that requires it to maintain the average tenure of independent trustees at 12.0 years or less beginning not later than the 2027 annual meeting of shareholders. The policy provides the Board with discretion to permit a higher average on a temporary basis if the Board should determine that strict adherence to the quantitative goal is not in the best interests of the Company or the shareholders. However, the refreshment policy also requires the Board to cause the Company to make appropriate disclosure of the Board’s rationale for permitting a higher average.

Given that Ms. Jones joined the Board on March 1, 2026, and Mr. Jackson’s retirement from the Board will take effect at the Annual Meeting, the average tenure of independent trustees will be as specified by the refreshment policy as of the Annual Meeting, one year ahead of the deadline provided by the policy. As of the Annual Meeting, the average tenure of independent trustees will be 12.0 years.

Trustee Commitments and Capacity

The Nominating and Corporate Governance Committee and the Board consider trustee availability and capacity as important factors during their selection and nomination decisions. Trustees are expected to comply with clear commitment guidelines, including pre-clearance for incremental commitments. Given the time and effort required of effective trustees and directors of publicly traded companies, the Board expects that our trustees should serve on no more than two other public companies’ boards without the Board’s prior approval.

Onboarding and Continuing Education

New trustees participate in a structured onboarding program intended to accelerate their effectiveness and reduce oversight risk. Onboarding and ongoing education are tailored to Pebblebrook’s business model and may include the following topics: portfolio and market immersion; capital allocation and balance sheet management; governance and investor stewardship expectations; and risk oversight topics such as cybersecurity, technology, and crisis response preparedness.


CORPORATE SUSTAINABILITY AND RESPONSIBILITY

Our Corporate Sustainability and Responsibility (“CSR”) Committee, which reports to the Nominating and Corporate Governance Committee of the Board, sets our sustainability and social responsibility strategy and oversees implementation and reporting. The committee has seven members, including three of our independent trustees (Ms. Simi, Ms. Donnell, and Mr. Miller), Mr. Martz, and three of our employees. Chaired by Ms. Simi, the committee is charged with creating relevant corporate sustainability and social policies, setting baselines, engaging stakeholders, and encouraging continuous monitoring and improvement.

We have built achievement of corporate sustainability and responsibility goals into the compensation program for our executive officers and other employees. Since 2022, 10% of our named executive officers’ (and employees’) target cash incentive bonus each year has been determined by the degree to which the Company successfully continues the development of its corporate sustainability and responsibility program and meets the program's commitments.

In 2025, we advanced our initiatives in support of our corporate commitment to reduce our greenhouse gas emissions intensity by 35% by 2030. We continue to pursue this objective and deepen our understanding of the ever-evolving social and environmental impacts our business has on the communities in which we operate in order to deliver attractive, risk-adjusted long-term total returns to our shareholders. Throughout the year, we continued to support charitable organizations, and we remained committed to our values of corporate sustainability and responsibility.

In 2025, we demonstrated our dedication to addressing social, sustainable, and governance risks as we:

•retained a leading provider of sustainability programs and data management for the hospitality industry to review the environmental footprint and analyze opportunities for resource efficiency of Jekyll Island Club Resort, Paradise Point Resort & Spa, Chaminade Resort & Spa, Embassy Suites San Diego Bay - Downtown, Revere Hotel Boston Common, and The Liberty, a Luxury Collection Hotel, Boston;

•developed an in-depth and detailed CSR portal to track initiatives, investments, and efficiency projects in building, engineering, and operations, as well as in local community engagements;

•partnered with a leading provider of toilet systems to retrofit all of our compatible hotels with flushers made to reduce water leaks and water consumption by 20%; and

•continued our Green Ambassador Program at our properties across our portfolio.

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In 2025 alone, we invested over $1.0 million in our corporate sustainability and responsibility initiatives. Our seventh annual Corporate Sustainability Report contains detailed information about our program, including highlights of the investments we have made and their benefits to the environment and the community.

While we rely on our major brand and third-party hotel operators to drive sustainability in hotels that we own, we continue to undertake a more proactive approach to supporting our independent third-party hotel operators in initiatives to position the Company as a sustainability leader in the U.S. lodging sector. In 2025, we advanced a comprehensive set of sustainability initiatives across our portfolio focused on reducing environmental impact and enhancing long-term operational resilience. Assessments commissioned during the year identified meaningful opportunities to improve energy and water efficiency, which we actively addressed through targeted infrastructure upgrades and strengthened operational controls. Several properties completed LED lighting conversions in guestrooms, public areas, and back-of-house spaces, while mechanical system optimizations delivered measurable efficiency gains. In addition, multiple hotels expanded recycling and composting programs, further reducing waste. Specific examples of initiatives implemented across our portfolio during the year include:

•HVAC optimization at Revere Hotel Boston Common has significantly reduced energy use while maintaining guest comfort;

•Paradise Point Resort & Spa reduced energy consumption by better managing outdoor features, such as limiting hours for tiki torches, fire pits, and lava fountains, and introducing photocell-controlled exterior lighting;

•Jekyll Island Club Resort optimized irrigation schedules and systems to improve outdoor water use efficiency;

•Argonaut Hotel eliminated plastic guestroom laundry bags; and

•The Liberty, a Luxury Collection Hotel, Boston implemented food and operational waste strategies such as reducing cooking oil consumption and upgrading kitchen equipment.

During 2025, we continued our Green Ambassadors Program throughout our portfolio. We believe that by having Green Ambassadors at each of our properties we can make significant progress towards our environmental sustainability goals, because the Green Ambassadors are involved in their respective hotel’s day-to-day operations and can drive sustainable practices at all of our properties. We are working collaboratively with our diverse pool of third-party hotel operator partners to develop property-level management targets and reduction plans for energy-usage, carbon emissions, water usage, and waste. Through our Green Ambassador Program, we encourage our hotels and guests to make sustainable choices such as conserving water through linen-reuse initiatives or conserving energy by leveraging occupancy sensors. Mr. Martz met with the Green Ambassadors in July of 2025 to discuss the Company’s environmental sustainability vision and goals and to discuss how each property can make an impact on our overall environmental and social responsibility program.

In addition to our climate-related initiatives, we are deeply committed to honoring the social and cultural fabric of the communities in which the Company and its hotels and resorts operate. We were pleased to enhance our community engagement, philanthropic activities, and charitable donations in 2025. For example:

•We supported multiple charities meaningful to the Company’s employees through our charitable matching program. These charities include, among others, Community of Hope, St. Jude Children’s Research Hospital, Doctors Without Borders USA, Leukemia and Lymphoma Society, the Smithsonian Institution, and the World Central Kitchen.

•We participated in Community of Hope’s 13th Annual Bellevue Back to School Bash, which offered families in our corporate office’s community the chance to receive new backpacks filled with school supplies for their school-aged children.

•We partnered with the National Center for Children and Families and organized a Giving Tree event, where our employees were able to support local children living in our community’s foster care system, helping to make their Christmas wishes come true.

•We regularly measured employee satisfaction through company-wide surveys.

•On September 8, 2025, we hosted our annual corporate sustainability training for all employees.

•We continued our commitment to corporate responsibility by requiring all employees to complete Mandatory Unconscious Bias Training.

We also financially support our hotel properties with their own charitable and community support efforts. Many of our hotels partnered with local, regional, and national organizations to support environmental conservation, social services, healthcare, and cultural initiatives. Several properties integrate philanthropy directly into the guest experience, while others contribute through monetary and in-kind support for community events. Some notable examples include:

•Jekyll Island Club Resort and Argonaut Hotel support marine conservation through the sale of themed merchandise.

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•The Marker Key West Harbor Resort hosted an annual Pool Party to support first responders.

•The Argonaut Hotel donated complimentary room nights to organizations such as the San Francisco International Arts Festival and the California Green Business Network.

•Hotels regularly organize donation drives, meal service programs, and hands-on volunteer events such as The Westin Copley Place, Boston, which organized blood drives, clothing, and shoe donation drives, as well as recurring volunteer service at the New England Center for Homeless Veterans.

•The W Los Angeles - West Beverly Hills partnered with the Los Angeles Regional Food Bank.

•We also supported our hotels in their initiatives prioritizing the health and well-being of their employees.

•Leadership engagement further strengthens community impact, with hotel leaders serving on industry and neighborhood boards and supporting civic, cultural, and service-oriented organizations across key markets.

We remain committed to broadening our talent pipeline, ensuring equitable recruitment practices, and expanding our outreach to a wider range of undergraduate institutions to enhance geographic and experiential diversity within the Company. As of December 31, 2025, women comprise over 54% of our workforce, and 30% of employees are people of color. Additionally, upon Mr. Jackson’s retirement from the Board at the Annual Meeting, 67% of our independent trustees will be female or African-American/Black.


Workforce and Board Diversity

Employees of color	Female employees	Independent trustees of color or female

Pebblebrook is an active member of both Nareit and the American Hotel & Lodging Association (“AHLA”), both of which have focused on fighting human trafficking, harassment and forced labor, raising the minimum wage, and other vital social responsibility matters. Pebblebrook is committed to AHLA’s 5-star promise on sexual assault and employee safety. Our Chief Executive Officer helped determine and guide AHLA’s priorities and plans, including whether and how to address these and other social issues, as an officer and leader of AHLA in 2018 (Treasurer), 2019 (Vice Chair of its Board), 2020 (Chair of its Board), 2021 (Chair Emeritus of its Board), and presently (member of AHLA’s Executive Committee and an Officer of AHLA). In addition, he took an active role in many of the related educational campaigns. He is a major contributor to the AHLA Foundation (the charitable arm of the AHLA), which champions education, workforce development, diversity, leadership advancement, and human trafficking prevention. In addition, our Chief Financial Officer co-chairs the Global Finance Committee (GFC) and the AHLA Financial Management Committee. Both committees are comprised of members of a league of financial and operational leaders from leading global and international hotel brands, operators and owners that are presently commissioned to determine the financial and operating reporting standards for the hotel industry, including publishing the 12th Edition of the Uniform Systems of Accounts for the Lodging Industry (USALI), which incorporates enhanced sustainability reporting, including new energy, water, and waste metrics, into financial reporting.

For information about our strong, sound corporate governance practices and policies that best serve the interests of our shareholders and our communications with shareholders holding the vast majority of our shares to discuss our governance practices and hear our shareholders’ perspectives, please see the sections of this Proxy Statement under the caption “Corporate Governance Information,” most particularly the sections under the captions “—Corporate Governance Highlights” and “—Focus on Shareholder Rights.”

The charter of the CSR Committee, our Corporate Sustainability Policy and our seventh annual Corporate Sustainability Report are available on our website at www.pebblebrookhotels.com.

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INSIDER TRADING ARRANGEMENTS AND POLICIES

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we have adopted an Insider Trading Policy governing transactions in our securities by our trustees, officers, employees, and consultants that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and is incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.


BOARD COMMITTEES

The Board has three standing committees – the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee operates under a written charter which is available under “Corporate Governance” in the Investor Relations section of our website at www.pebblebrookhotels.com. Each committee member meets the independence, experience, and, with respect to the Audit Committee, the financial literacy requirements of the NYSE, the SEC, and our Corporate Governance Guidelines. Information about each of these committees is included in the following table.


Committee/Membership	Committee’s Primary Responsibilities		# of 2025 Meetings

Audit Committee
Earl E. Webb(1,2) Cydney C. Donnell(2) Ron E. Jackson(2,3) Nina P. Jones(2,4) Bonny W. Simi(2,5)	•	Monitoring the integrity of our financial statements	4(6)
	•	Selecting our independent registered public accountants and monitoring their independence and performance
	•	Overseeing our financial reporting, including reviewing results with management and our independent registered public accountants
	•	Monitoring our risk assessment and management of significant risks to our financial reporting, including cybersecurity risks
	•	Overseeing our internal accounting controls
	•	Monitoring our REIT compliance procedures

Compensation Committee
Ron E. Jackson(1,3) Nina P. Jones(4) Phillip M. Miller Michael J. Schall(7) Earl E. Webb	•	Reviewing and recommending compensation for our senior officers	4(6)
	•	Administering and making awards under our long-term incentive award plans
	•	Retaining and terminating compensation consultants
	•	Administering other benefit programs of the Company

Nominating and Corporate Governance Committee
Bonny W. Simi(1,5) Cydney C. Donnell Phillip M. Miller Michael J. Schall	•	Recommending individuals to stand for election to the Board	4(6)
	•	Recommending Board committee composition
	•	Overseeing our corporate governance policies and procedures, including Board and trustee evaluations

(1)Chairperson of this committee.

(2)Determined by the Board to be an “audit committee financial expert.”

(3)Mr. Jackson’s retirement from the Board and its committees will become effective as of the Annual Meeting.

(4)Ms. Jones joined the Board and this committee on March 1, 2026.

(5)Serves as the Lead Trustee.

(6)No committee members attended less than 75% of these meetings.

(7)Mr. Schall will become chairperson of this committee as of the Annual Meeting.


STAKEHOLDER ENGAGEMENT

We maintain ongoing engagement with stakeholders across our business profile, portfolio, and operations, customizing our approach to meet the needs of each group. Stakeholders are also invited to communicate directly with the Company through our publicly available contact channels. We consider shareholders, lenders, our operating partners, and the communities in which we own hotels to be our most important groups of stakeholders.

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2025 ENGAGEMENT SNAPSHOT	CYCLE OF OUTREACH
		We maintain an active year-round stakeholder engagement program designed to foster constructive, two-way dialogue and ensure the Board and management understand investor perspectives on topics that matter most to long-term value creation. Management engages regularly with stakeholders through the quarterly earnings cycles, investor conferences, and investor meetings and conference calls held throughout the year. We conduct a structured annual outreach cycle around each annual meeting of shareholders, proactively reaching out to a representative group of our largest holders, typically representing a meaningful portion of Common Shares outstanding, to solicit feedback on governance priorities, guidelines, and expectations. In addition, after each annual meeting of shareholders, we assess vote outcomes and engagement feedback, identify key themes, and brief the Board and relevant committees to inform their decisions regarding any responsive actions they may choose to take.


RISK MANAGEMENT OVERSIGHT

The Board takes an active and informed role in the Company’s risk management policies and strategies. At least annually, the Company’s executive officers, who are responsible for the Company’s day-to-day risk management, present to the Audit Committee and the Board a comprehensive report on the material risks to the Company, including credit risks, liquidity risks, financial risks and operational risks (which includes cybersecurity risks). At that time, the management team also discusses the Company’s risk mitigation strategies and plans specific to each identified risk. If necessary, the Audit Committee or the Board may delegate specific risk management tasks to management or a committee of the Board. Throughout the year, management monitors the Company’s risks and updates the Audit Committee and the Board as new material risks are identified or risks previously presented by the Board materially change.

The Audit Committee also actively monitors risks to the Company throughout the year, particularly with respect to those that could affect financial reporting, and, with the aid of management, identifies any additional risks that need to be elevated for the consideration of the full Board.

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COMMUNICATIONS WITH THE BOARD, LEAD TRUSTEE, INDEPENDENT TRUSTEES, AND AUDIT COMMITTEE

Any shareholder or other interested party may communicate with the Board or any trustee by sending the communication to the Company’s corporate offices at 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814 in care of the Company’s Secretary. All communications should identify the party to whom it is being sent, and any communication which indicates it is for the Board or fails to identify a particular trustee will be deemed to be a communication intended for the Chairman of the Board.

In addition, the Audit Committee has adopted confidential, anonymous processes for anyone to send communications to the Audit Committee with concerns or complaints concerning the Company’s regulatory compliance, accounting, audit, or internal controls issues. Any party may contact the Audit Committee via mail to: Chairperson, Audit Committee of Pebblebrook Hotel Trust, c/o Mark W. Wickersham, Esq., Hunton Andrews Kurth LLP, Riverfront Plaza, 951 East Byrd Street, Suite 200, Richmond, Virginia 23219.


CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS

Our Corporate Governance Guidelines, which apply to our officers, trustees, and employees when such individuals are acting for or on our behalf, provide in writing that each trustee will disclose any potential conflicts of interest to the Board and, if appropriate, refrain from voting on a matter in which the trustee may have a conflict of interest. Our Code of Business Conduct and Ethics, which applies to our officers, trustees, and employees, requires our officers, trustees, and employees to report any actual or potential conflict of interest to a supervisor, manager, or other appropriate personnel. Any waiver of our Code of Business Conduct and Ethics for our executive officers or trustees may be made only by the Board or one of the Board’s committees. We anticipate that any waivers of our Code of Business Conduct and Ethics will be posted on our website. Our Code of Business Conduct and Ethics can be found under “Corporate Governance” in the Investor Relations section of our website at www.pebblebrookhotels.com.

The Board is responsible for reviewing any transactions in which an executive officer or trustee, any trustee nominee, or any immediate family member of any such person has or will have a direct or indirect material interest. Our Code of Business Conduct and Ethics expressly prohibits the continuation of any conflict of interest by an employee, officer, or trustee except under guidelines approved by the Board. The Board has not adopted a written policy for evaluating general conflicts of interest, because the facts and circumstances regarding potential conflicts are difficult to predict. In the event a conflict of interest arises concerning a matter to be voted on by the Board or any of its committees, the Board will review, among other things, the facts and circumstances of the conflict, the Company’s applicable corporate governance policies, the effects of any potential waivers of those policies, applicable state law, and NYSE continued listing rules and regulations, and will consider the advice of counsel, before making any decisions regarding the conflict.

The Board has adopted a written policy for evaluating potential conflicts of interest with respect to investments by our trustees and executive officers in hotel properties. This policy provides that our trustees and executive officers may not acquire a controlling interest or a 5% or greater equity interest in any hotel property or hotel development project without first receiving approval from our Chief Executive Officer and the Nominating and Corporate Governance Committee. The policy does not apply to investments in publicly traded securities and passive investments in private entities such as limited partnerships or limited liability companies.

None of our NEOs has any indebtedness to the Company or any relationship with the Company other than as an employee and shareholder. Change-in-control severance agreements between the Company and our NEOs are described in the “Compensation Information—Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies” section of this Proxy Statement.

We have entered into indemnification agreements with each of our trustees and executive officers that provide for indemnification to the maximum extent permitted by Maryland law and advancements by us of certain expenses and costs relating to claims, suits, or proceedings arising from their service to us.

Maryland law permits a Maryland real estate investment trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the real estate investment trust and its shareholders for money damages except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property, or services or (ii) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains a provision which limits the liability of our trustees and officers to the maximum extent permitted by Maryland law.

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TRUSTEE INFORMATION


TRUSTEE NOMINEES

The Nominating and Corporate Governance Committee is responsible for identifying individuals who are qualified candidates to serve on the Board. That committee has identified the following seven individuals to stand for election at the Annual Meeting. Each of these nominees is currently a member of the Board.

We believe that all of the nominees are intelligent, experienced, collegial, insightful, and proactive with respect to management and risk oversight, and that they exercise good judgment. The biographical descriptions below set forth certain information with respect to each nominee, including the experience, qualifications, attributes, or skills of each nominee that led us to conclude that such person should serve as a trustee.


Jon E. Bortz
			Age: 69 Trustee since: December 2009 Board Committees: None (Chief Executive Officer and Chairman of the Board)
Background
•			LaSalle Hotel Properties (“LaSalle”), then a publicly traded lodging REIT (April 1998 to September 2009) – Founder, President, Chief Executive Officer and a Trustee; Chairman of the Board (January 2001 until retiring from LaSalle)
•			JLL, Inc. (“JLL”) (1981 to April 1998) – Founder and President of Hotel Investment Group of JLL (from January 1994), oversaw all of JLL’s hotel investment and development activities; Managing Director of JLL’s Investment Advisory Division (January 1995 to April 1998), responsible for certain East Coast development projects; Senior Vice President of JLL’s Investment Division (January 1990 to 1995), responsible for East Coast development projects and workouts
•			Hudson Pacific Properties, Inc. (NYSE: HPP) – member of the Board of Directors and its Audit Committee and Compensation Committee (December 2025 to present)
•			Federal Realty Investment Trust (NYSE: FRT) – former member of the Board of Trustees and its Audit Committee and Nominating and Governance Committee (June 2005 to May 2021)
•			Nareit (formerly known as the National Association of Real Estate Investment Trusts) – member of the Advisory Board of Governors; former member of the Executive Committee and the Governance and Nominating Committee
•			American Hotel & Lodging Association (AHLA) – officer, member of the Executive Committee; Chair of HotelPAC; former Chair of the Board of Directors
•			B.S. in Economics from The Wharton School of the University of Pennsylvania; Certified Public Accountant (inactive)

Specific Qualifications and Skills
Among other qualifications, including being the founder of Pebblebrook Hotel Trust, Mr. Bortz brings to the Board executive leadership experience, including his long and distinguished career as chairman and chief executive of two publicly traded REITs in the lodging industry; extensive experience in hotel asset management and development; and deep experience addressing broad lodging-industry issues in collaboration with other owners and leaders of lodging brands, hotel management companies and REITs through his active leadership roles at AHLA and Nareit.

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Cydney C. Donnell
			Age: 66 Trustee since: December 2009 Board Committees: Audit; Nominating and Corporate Governance
Background
•			Zella Properties, LLC, an investment firm (since 1997) – Founder and President
•			Mays Business School of Texas A&M University (“Mays School”) (January 2004 to December 2022) – Associate Department Head – Finance; Executive Professor (former Director of Real Estate Programs)
•			European Investors/E.I.I. Realty Securities, Inc. (“EII”) (1986 to 2003) – Chair of the Investment Committee (2002 to 2003); Head of the Real Estate Securities Group and Portfolio Manager (1992 to 2002); VP and Analyst (1986 to 1992)
•			RepublicBanc Corporation – real estate lending officer (1982 to 1986)
•			Nareit (formerly known as the National Association of Real Estate Investment Trusts) – member of the Institutional Advisory Committee
•			American Campus Communities, Inc., then a publicly traded, student-housing REIT (August 2004 to August 2022) – Chair of the Board of Directors; member of the Executive Committee and the Capital Allocation Committee of the Board
•			Trinity University – Vice Chairman of the Board of Trustees and member of its Executive, Facilities, Budget, and Finance Committees
•			Madison Harbor Balanced Strategies, Inc., a real estate fund of funds registered under the Investment Company Act of 1940, which was liquidated and deregistered in 2017 – served as member of the Valuation Committee (chairperson), the Nominating and Compensation Committee and the Audit Committee of the Board of Directors
•			B.B.A. from Texas A&M University; M.B.A. from Southern Methodist University
Specific Qualifications and Skills
Among other qualifications, Ms. Donnell brings to the Board executive leadership experience, including experience in the public real estate industry and investment experience in publicly traded real estate securities, along with experience from teaching courses in real estate investment, real estate capital markets, and portfolio management, including modules on corporate governance, at the business school level.


Nina P. Jones
			Age: 46 Trustee since: March 2026 Board Committees: Audit; Compensation
Background
•			Simon Property Group (NYSE: SPG) – Member of the Board of Trustees (since January 2024) and its Audit Committee
•			Equity Residential (NYSE: EQR) – Member of the Board of Trustees (since March 2024), Chair of its Corporate Governance Committee, and member of its Audit Committee
•			T. Rowe Price – Vice President, Portfolio Manager, U.S. Real Estate (2019 - 2023), Vice President, Portfolio Manager - Global Real Estate (2015 - 2021), Vice President, Equity Research Analyst (2008 - 2015)
•			KPMG LLP – Senior Associate, Audit and Risk Advisory (2001 - 2006)
•			B.S. in Accounting and B.S. in Finance from University of Maryland; M.B.A. from Columbia Business School; Certified Public Accountant

Specific Qualifications and Skills
Among other qualifications, Ms. Jones brings to the Board substantial experience evaluating and investing in publicly traded real estate companies; active and sustained engagement with management and boards on sector-wide and company-specific risks, proxy voting decisions, and corporate responsibility issues; deep expertise in accounting and finance.

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Phillip M. Miller
			Age: 73 Trustee since: May 2011 Board Committees: Compensation; Nominating and Corporate Governance
Background
•			Miller Management Group LLC, a financial services and payments consulting firm (since September 2018) – President and Chief Executive Officer
•			First Data Corporation (September 2015 to September 2018) – Senior Vice President of Global Payment Relations and Sponsorships, managed First Data’s relationship with its payment networks and bank sponsors, globally
•			MasterCard Advisors (2005 to September 2015) – Global Head - Acquiring Knowledge Center, responsible for Electronic Payments Thought Leadership and consulting engagements with banks globally (March 2012 to September 2015); Senior Vice President and Group Head, responsible for the disciplines of market development and marketing for the e-commerce and retail business groups (January 2010 to March 2012); Global Solutions Leader, responsible for consulting engagements in strategy and information services for large banks and card acquirers globally (2005 to 2010)
•			Teleglobal International, LTD, a stored-value, secure online payments product (2002 to 2005) – Executive Chairman
•			Chase Merchant Services, LLC, a division of Chase Bank (2001 to 2002) – President and Chief Executive Officer
•			GE Money, the consumer financial services division of General Electric Company (1995 to 2001) – SVP Global Head of Marketing, Strategic Planning, and Product Development
•			Citibank’s International Private Banking business (1985 to 1995) – Vice President of International Product Development and Marketing
•			B.S. in Marketing and M.B.A. in International Business and Finance from The American University; Certificate of Corporate Governance - Effectiveness and Accountability in the Boardroom from J.L. Kellogg Graduate School of Management at Northwestern University
Specific Qualifications and Skills
Among other qualifications, Mr. Miller brings to the Board executive leadership experience, including his extensive experience as a senior executive in the financial services industry, along with his significant marketing and consulting expertise.


Michael J. Schall
			Age: 68 Trustee since: December 2009 Board Committees: Compensation; Nominating and Corporate Governance
Background
•			National Storage Affiliates Trust (NYSE: NSA), a publicly traded self-storage properties REIT (since May 2024) – Member of the Board of Trustees, Chairperson of its Compensation, Nominating and Corporate Governance Committee, and member of its Finance Committee
•			Essex Property Trust, Inc. (NYSE: ESS), a publicly traded multifamily REIT (“Essex”) (since 1993) – Advisor to the CEO (Consultant) (since May 2024), Executive Director (March 2023 to May 2024); President and Chief Executive Officer (January 2011 to March 2023); Member of the Board of Directors (1994 to May 2024); Senior Executive Vice President and Chief Operating Officer (2005 to January 2011), responsible for the strategic planning and management of Essex’s property operations, redevelopment and co-investment programs; Chief Financial Officer (1993 to 2005)
•			The Marcus & Millichap Company (1986 to 1993) – various positions, including Chief Financial Officer of Essex’s predecessor, Essex Property Corporation
•			Churchill International, a technology-oriented venture capital company (1982 to 1986) – Director of Finance
•			Ernst & Young (then known as Ernst & Whinney) (1979 to 1982) – audit department, specializing in the real estate and financial services industries
•			B.S. from the University of San Francisco; Certified Public Accountant (inactive)
Specific Qualifications and Skills
Among other qualifications, Mr. Schall brings to the Board executive leadership experience, including his distinguished career as a senior executive, chief executive, and board member of a publicly traded REIT, along with his extensive experience in accounting and finance.

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Bonny W. Simi
			Age: 64 Trustee since: April 2019 Board Committees: Nominating and Corporate Governance (Chair); Audit — also serves as Lead Trustee
Background
•			Joby Aviation, Inc. (NYSE: JOBY), a publicly traded manufacturer, owner and operator of electric vertical takeoff and landing (eVTOL) aircraft – President of Operations (since February 2024); Head of Air Operations and People (December 2020 through January 2024)
•			JetBlue Technology Ventures, LLC, the venture capital subsidiary of JetBlue Airways Corporation (“JetBlue”), which incubates, invests in and partners with early stage startups at the intersection of technology, travel, and hospitality – Advisor (December 2020 to June 2024); President (January 2016 to December 2020)
•			JetBlue – Advisor (December 2020 to June 2024); Vice President Technology Innovations (January 2016 to December 2020); Vice President Talent (September 2011 to January 2016), overseeing talent acquisition, performance management, succession planning, people analytics and organizational development; various operational, leadership and financial roles in Airports, System Operations, Call Center Operations and Flight Operations (September 2003 to September 2011)
•			United Airlines, Inc. (1990 to 2003) – airline pilot
•			United States Olympian (1984, 1988 and 1992) – three-time competitor in the luge
•			Network television commentator for the Olympics of 1994, 1998 and 2002
•			Red Lion Hotels Corporation (until March 2021, NYSE: RLH) (March 2017 to May 2020) – Member of the Board of Directors, Chair of its Compensation Committee and member of its Nominating and Corporate Governance Committee
•			United States Olympic and Paralympic Committee – member of the Nominating and Governance Committee of the Board of Directors
•			B.A. in Communications from Stanford University; M.S. in management from the Stanford Graduate School of Business; M.S. in Management Science and Engineering from the Stanford School of Engineering; M.S. in Human Resource Management from Regis University
•			Board Leadership Fellow with the National Association of Corporate Directors; CERT Certificate in Cybersecurity Oversight from the CERT Division of the Software Engineering Institute at Carnegie Mellon University
Specific Qualifications and Skills
Among other qualifications, Ms. Simi brings to the Board more than 30 years of operations, human resources, and technology experience to the Board, with executive leadership experience in the travel industry and experience as a director of a NYSE-listed hospitality and leisure company.

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Earl E. Webb
			Age: 69 Trustee since: December 2009 Board Committees: Audit (Chair), Compensation
Background
•			9th Green Advisors LLC, a commercial real estate strategy and advisory firm serving investors in, occupiers of, and lenders to real estate assets throughout North America (since April 2021) – Founder and Managing Partner
•			Avison Young, LLC, a Canada-based commercial real estate company (September 2009 to April 2021) – Chairman, Global Capital Markets; member of the Board of Directors and its Audit and Executive Committees
•			JLL (January 2003 to August 2009) – Chief Executive Officer of JLL’s Capital Markets Group in the Americas, responsible for strategic direction and management of all capital markets activities throughout the region
•			Jones Lang LaSalle Americas, Inc. (1985 to December 2002) – Chief Executive Officer (February 1999 to December 2002)
•			Continental Illinois National Bank (1981 to 1985) – Second Vice President in the Capital Markets Group
•			University of Virginia’s Center for Real Estate and the Built Environment and the McIntire Foundation Board of Trustees – Board Member
•			George Smith Partners/AXCS Capital – Advisory Board Member
•			Airwavz Solutions Inc. (a privately held in-building wireless company) – Advisory Board Member
•			B.S. from the University of Virginia; M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University
Specific Qualifications and Skills
Among other qualifications, Mr. Webb brings to the Board executive leadership experience, including his extensive experience as a senior executive in the real estate and financial services industries, along with his significant capital markets expertise, and his prior public board experience with JLL and Players International.


PROCESS FOR SELECTING TRUSTEE NOMINEES

Before each annual meeting of shareholders, the Nominating and Corporate Governance Committee considers the nomination of all current trustees and also considers new candidates whenever there is a vacancy on the Board or whenever a vacancy is anticipated due to a change in the size or composition of the Board, retirement of a trustee, or any other reason. In addition to considering incumbent trustees, the Nominating and Corporate Governance Committee identifies trustee candidates based on recommendations from the trustees, shareholders, management, and others. Although the Nominating and Corporate Governance Committee may in the future engage the services of a third-party search firm to assist in identifying or evaluating trustee candidates, no such firm was engaged in 2025.

The Nominating and Corporate Governance Committee annually evaluates the effectiveness of the Board as a whole and of each individual trustee and identifies any areas in which the Board would be better served by adding new members with different skills, backgrounds, or areas of experience, and whether the average tenure of our trustees is appropriate for the Company. The Board considers trustee candidates, including those nominated by shareholders, based on a number of factors including: whether the candidate will be “independent,” as such term is defined by the NYSE listing standards; whether the candidate possesses the highest personal and professional ethics, integrity, and values; whether the candidate contributes to the overall diversity of the Board; and whether the candidate has an inquisitive and objective perspective, practical wisdom, and mature judgment. Candidates are also evaluated on their understanding of our business, experience, and willingness to devote adequate time to carrying out their duties as trustees of the Company. The Nominating and Corporate Governance Committee also monitors the mix of skills, experience, background, and length of service on the Board to ensure that the Board has the necessary composition to perform its oversight function effectively. We do not have a formal policy about diversity of Board membership, but the Nominating and Corporate Governance Committee does consider a broad range of factors when nominating trustee candidates to the Board, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender, and national origin. The Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.

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PROCESS FOR SHAREHOLDERS TO RECOMMEND TRUSTEE NOMINEES

The Nominating and Corporate Governance Committee will consider appropriate candidates for trustee nominees whose names are submitted in writing by a shareholder of the Company. Trustee candidates submitted by our shareholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other candidates. Nominations must be addressed to Pebblebrook Hotel Trust, 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814, Attention: Raymond D. Martz, Secretary, and must describe the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as a trustee if elected. In order for the nominee to be considered for the next annual election of trustees and be included in the proxy statement for that election, any such written request must comply with the requirements set forth in our Bylaws and as set forth below under “General Information—Solicitation of Proxies, Shareholder Proposals and Other Matters—Shareholder Proposals and Trustee Nominations for Inclusion in the 2027 Proxy Statement.”

In addition, shareholders have what is commonly known as the right to “proxy access.” A shareholder, or a group of up to 20 shareholders, owning at least 3% (0.1% for each group member) of the outstanding Common Shares continuously for at least the prior 3 years may nominate for election to the Board, and include in the Company’s proxy materials for its annual meeting of shareholders, nominees representing up to 20% of the number of trustees then serving on the Board (rounding down to the closest whole number). See “Corporate Governance Information—Focus on Shareholder Rights.”


TRUSTEE COMPENSATION

As summarized in the table below, our compensation program for trustees who are neither employed by nor otherwise affiliated with the Company includes an annual retainer and an additional amount for serving as the chairperson of one of the Board’s standing committees. At least 50% of the total fee for each trustee is paid in the form of Common Shares, but at their election, each trustee may opt to receive up to 100% of the total fee in the form of Common Shares. The program does not include any fees for attending meetings. Upon initially joining the Board, an independent trustee receives $50,000 in restricted Common Shares, which vest pro rata over three years.

From 2018 through 2024, there were no increases in the amounts we paid to our trustees for their service to us.

In February 2025, the Company prepared a report comparing the current compensation of the Company’s independent trustees to that of the trustees and directors of a peer group of eight publicly traded lodging REITs. The members of the peer group were DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., Park Hotels & Resorts Inc., RLJ Lodging Trust, Ryman Hospitality Properties, Inc., Summit Hotel Properties, Inc., Sunstone Hotel Investors, Inc., and Xenia Hotels & Resorts, Inc.

The report showed that the total compensation paid to the Company’s independent trustees was below the 20th percentile of the peer group. In light of the competition among public companies seeking trustees or directors who are as qualified and experienced as the members of the Board, the Compensation Committee recommended, and the Board approved, an increase for 2025 of $15,000 in the amount we pay as an annual retainer fee to our independent trustees for their service to us. Further, the Compensation Committee recommended, and the Board approved, an increase in 2025 of $5,000 in the amount of additional annual compensation we pay to each chairperson of a standing committee of the Board.


Program Element	Amount	Form of Payment
Annual Retainer	$170,000	At least 50% in Common Shares (up to 100% at recipient’s election), with balance, if any, in cash
Annual Fee to Committee Chairperson	$25,000 for Audit Committee $20,000 for Compensation Committee $15,000 for Nominating and Corporate Governance Committee
Meeting Attendance Fees	None	None
One-Time Grant to New Trustees upon Joining	$50,000	100% in restricted Common Shares (3-year pro rata vesting)
Equity Ownership Guidelines	Ownership of equity of the Company with a dollar value of at least 3 times annual compensation within 5 years after becoming a trustee (or after an increase of compensation levels)

As of December 31, 2025, all trustees were in compliance with the equity ownership guidelines.

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Total compensation paid in January 2026 to our independent trustees for service in 2025 was as follows:


	Fees Earned or Paid in Cash
Name	Annual Retainer	Committee Chair Fee	Share Awards	Total(1)
Cydney C. Donnell	$170,000	—	—	$170,000	(2)
Ron E. Jackson(3)	$170,000	$20,000	—	$190,000	(3)
Phillip M. Miller	$170,000	—	—	$170,000	(4)
Michael J. Schall	$170,000	—	—	$170,000	(5)
Bonny W. Simi	$170,000	$15,000	—	$185,000	(6)
Earl E. Webb	$170,000	$25,000	—	$195,000	(7)

(1)Any Common Shares paid in lieu of cash were valued at a price per share of $11.46, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.

(2)At election of this trustee, 100% of this trustee’s fee for service was paid in the form of 14,837 Common Shares.

(3)Mr. Jackson’s retirement from the Board will take effect at the Annual Meeting. At his election, 100% of his fee for service was paid in the form of 16,582 Common Shares.

(4)At election of this trustee, 50% of this trustee’s fee for service was paid in the form of 7,418 Common Shares.

(5)At election of this trustee, 100% of this trustee’s fee for service was paid in the form of 14,837 Common Shares.

(6)At election of this trustee, 50% of this trustee’s fee for service was paid in the form of 8,073 Common Shares.

(7)At election of this trustee, 60% of this trustee’s fee for service was paid in the form of 10,211 Common Shares.


AUDIT INFORMATION


AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Trustees, in accordance with the Audit Committee charter. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and discussed with management the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with management the Company’s year-end earnings release.

The Audit Committee reviewed with the independent registered public accountants, who are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee has discussed with the independent registered public accountants the auditors’ independence and the matters required to be discussed by Auditing Standard No. 1301 (Communications with Audit Committees) as adopted by the Public Company Accounting Oversight Board (“PCAOB”), and discussed and received the written disclosures and the letter from the independent registered public accountants required by the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence.

The Audit Committee discussed with the Company’s independent registered public accountants the overall scope and plans for their audit. The Audit Committee met four times in 2025 with the independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee held meetings with management prior to the filing of each of the Company’s Quarterly Reports on Form 10-Q with the SEC and the release to the public of the Company’s quarterly earnings, and reviewed and discussed with management the Company’s Quarterly Reports on Form 10-Q and its quarterly earnings releases.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Trustees (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

The Audit Committee is also responsible for monitoring the Company’s procedures for compliance with the rules for taxation as a REIT under Sections 856-860 of the Code.

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The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that KPMG LLP is in fact “independent.”

The Audit Committee has adopted a written charter that outlines certain specified responsibilities of the Audit Committee and complies with the rules of the SEC and the NYSE.

Each member of the Audit Committee is independent as defined by the NYSE listing standards and each member is financially literate. The Board of Trustees has identified each of Mr. Webb, Ms. Donnell, Mr. Jackson, Ms. Jones, and Ms. Simi as an “audit committee financial expert” within the meaning of the SEC rules.

Submitted by the Audit Committee of the Board of Trustees

Earl E. Webb (Chairperson)

Cydney C. Donnell

Ron E. Jackson

Nina P. Jones

Bonny W. Simi


FEE DISCLOSURE

The following is a summary of the fees billed to the Company by KPMG for professional services rendered for the years ended December 31, 2025 and 2024:


Fee Type	Year Ended December 31,
	2025	2024
Audit Fees	$1,597,882	$1,625,525
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees	—	—
Total	$1,597,882	$1,625,525

Audit Fees

“Audit Fees” consist of fees and expenses billed for professional services rendered to audit financial statements, assess the effectiveness of internal control over financial reporting, review interim consolidated financial statements, review registration statements, and prepare comfort letters, services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

“Audit-Related Fees” consist of fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not “Audit Fees.”

Tax Fees

“Tax Fees” consist of fees and related expenses billed for professional services for tax compliance, tax advice, and tax planning. These services include assistance regarding federal and state tax compliance and tax planning and structuring.

All Other Fees

“All Other Fees” consist of fees and expenses for products and services that are not “Audit Fees,” “Audit-Related Fees,” or “Tax Fees.”

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PRE-APPROVAL POLICY

All audit, tax, and other services provided to us by KPMG LLP, our independent accountants, are reviewed and pre-approved by the Audit Committee. The Audit Committee concluded that the provision of such services by KPMG was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. All of the fees paid to KPMG that are described above were approved by the Audit Committee.


NAMED EXECUTIVE OFFICER INFORMATION

The following tables set forth information about our three executive officers, who are our named executive officers for purposes of this Proxy Statement (“NEOs”).

Name

Age

Gender

Position

At the Company Since

Jon E. Bortz

Male

Chief Executive Officer and Chairman of the Board

December 2009

Raymond D. Martz

Male

Co-President, Chief Financial Officer, Treasurer, and Secretary

December 2009

Thomas C. Fisher

Male

Co-President, Chief Investment Officer

January 2010


Jon E. Bortz
Background
			Information about Mr. Bortz is set forth above under “Trustee Information—Trustee Nominees.”


Raymond D. Martz
Background
•			Phillips Edison & Company (since July 2021, NGSM: PECO), one of the largest owners and operators of community shopping centers in the U.S. (August 2007 to November 2009) – Chief Financial Officer
•			Eagle Hospitality Properties Trust, Inc., then a NYSE-listed hotel REIT (May 2005 to August 2007) – Chief Financial Officer, Treasurer, and Secretary
•			LaSalle Hotel Properties (April 1998 to May 2005) – Treasurer (2004 to 2005); Vice President of Finance (2001 to 2004); Director of Finance and Investor Relations (1998 to 2001)
•			JLL (October 1997 to April 1998) – Director of Finance
•			Tishman Hotel Corporation (1995 to 1997) – Associate, focusing on a variety of areas including asset management and real estate development
•			Orient Hotel Group, a private owner and operator of hotels (1994 to 1995) – several hotel operations roles
•			American Hotel & Lodging Association (AHLA) – Co-Chair of the Financial Management Committee
•			Global Finance Committee (formed by AHLA and Hospitality Financial and Technology Professionals) – Co-Chair
•			U.S. Green Building Council – founding member of the LEED User Group: Hospitality and Venues
•			B.S. from the School of Hotel Administration at Cornell University; M.B.A. from Columbia University


Thomas C. Fisher
Background
•			JLL (1996 to January 2010) – Managing Director—Americas, leading the national full-service investment sales platform; variety of roles prior
•			The Harlan Company, a New York investment banking boutique (1994 to 1996) – Associate, focused on commercial real estate investment services including investment sales, capital raises, and tenant representation
•			Prudential Realty Group (1993 to 1994) – Real Estate Analyst, focused on general account investments covering multiple property types including hotel, office, and retail
•			American Hotel & Lodging Association (AHLA) – Past Chair of the Hospitality Investment Roundtable
•			B.S. with Distinction from the School of Hotel Administration at Cornell University

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COMPENSATION INFORMATION


COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement (“CD&A”) with management of the Company. Based on the Compensation Committee’s review of the CD&A and the Compensation Committee’s discussions of the CD&A with management, the Compensation Committee recommended to the Board of Trustees (and the Board of Trustees has approved) that the CD&A be included in the Company’s Proxy Statement on Schedule 14A prepared in connection with the Annual Meeting.

Submitted by the Compensation Committee of the Board of Trustees

Ron E. Jackson (Chairperson)

Nina P. Jones

Phillip M. Miller

Michael J. Schall

Earl E. Webb


COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

This CD&A describes the Company’s compensation program and compensation decisions for our NEOs. However, we note that we generally use the same compensation program for almost all of our employees, not just for our executive officers. We compensate our other employees with cash-based salaries, cash incentive bonuses, and long-term equity-based awards using the same performance metrics and payout percentages as for our NEOs. It is our belief that using this same program throughout the Company serves to align the interests of all of our employees, not just the interests of our executive officers, to the interests of our shareholders.

In deciding how to structure the Company’s compensation program, the Compensation Committee and the Board consider the results of the say-on-pay proposal made at the prior year’s annual meeting of shareholders. At our 2025 annual meeting of shareholders, over 90% of votes cast were in favor of our “say-on-pay” proposal. The average approval rate since the inception of this advisory proposal in 2011 is approximately 90%. The Compensation Committee and the Board believe this strong level of support reflects a high degree of shareholder confidence that the Company’s compensation program is rewarding our executives appropriately, particularly following the changes we implemented in 2023 to address shareholder feedback.

Our Compensation Committee is committed to having a compensation program that aligns the interests of our NEOs with those of our shareholders. In response to extensive conversations with shareholders collectively holding more than 50% of our outstanding Common Shares, we adopted the following best practices in 2023 and continued to follow them in 2025:


☑			Committed not to make any special equity retention awards absent extraordinary circumstances.
☑			All performance metrics are objective and quantitative.
☑			Performance-based equity awards have a single multi-year measurement period (not less than three years), without any single-year portions.
☑			Threshold performance levels are established for every objective for annual cash incentive bonus and performance-based equity awards.
☑			Endeavor to maintain aggregate compensation of our NEOs to be below the average of lodging REITs.
☑			Each proxy statement contains clear disclosures, including clear rationale regarding Compensation Committee decisions and payouts on the annual cash incentive bonus.

Performance Highlights

In 2025, the Company operated against a backdrop of uneven lodging demand, with continued softness in several of its markets, including those impacted by negative events, alongside rising operating costs and a more price-sensitive travel consumer. Within this operating environment, the Company emphasized operational discipline, balance-sheet stability, and portfolio optimization. The Company continued to prioritize property-level expense control, strengthen its balance sheet through targeted

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refinancing, and optimize the portfolio through strategic asset sales. The Company also rebounded quickly from a disruptive hurricane season in the prior year and made targeted investments to reduce exposure to future severe weather events.

Performance highlights for 2025 include the following:

•Successfully managed operating expenses

◦Generated higher-than-expected cash flow through effective revenue management, cost controls, and capital allocations in a difficult macroeconomic environment and numerous negative market-specific impacts.

◦The resulting outperformance of expense management enhanced the Company’s financial flexibility and highlights its ability to leverage detailed benchmarking and to optimize technology to create efficiencies and reduce energy and utility consumption.

•Enhanced the balance-sheet through strategic refinancing activity

◦Executed a strategic refinancing to extend debt maturities and enhance balance-sheet flexibility, completing a private offering of $400 million of 1.625% convertible senior notes due 2030 and using the proceeds, together with cash on hand, to repurchase an equal amount of its 1.75% convertible senior notes due 2026 at a discount to par.

◦The strategic refinancing and related transactions reduced near-term refinancing risk, lowered the cost of capital, and increased financial flexibility to support ongoing portfolio initiatives, well exceeding the Company’s expectations.

•Continued development of the Corporate Sustainability and Responsibility program

◦Advanced environmental performance initiatives across the portfolio, including annual energy audits, pursuit and maintenance of third-party certifications, expansion of the Green Ambassador program, installation of low-flow fixtures, conversion to native or drought-tolerant landscaping, and continued progress toward achieving a 35% reduction in GHG emissions intensity by 2030;

◦Strengthened sustainability governance, risk oversight, and transparency through Board review of climate-related physical and transition risks, alignment of disclosures with International Sustainability Standards Board International Financial Reporting Standards S1 and S2, implementation of a corporate CSR data portal, tracking of utilities and emissions metrics, and publication of the annual CSR Report highlighting year-over-year performance trends;

◦Reinforced human capital, human rights, and operational responsibility standards by delivering annual sustainability training, monitoring employee engagement and well-being, reviewing compliance with AHLA’s 5-Star Promise, promoting adherence to the Supplier Code of Conduct, and encouraging meaningful community engagement and economic development partnerships across properties; and

◦Continued strategic investment in the Fifth Wall climate fund to pilot innovative technologies that enhance building efficiency, resilience, and long-term sustainability performance.

•Successfully generated $116.3 million in gross proceeds from sales of two assets

◦Successfully completed the sale of Montrose at Beverly Hills on November 19, 2025 for $44.3 million and the sale of The Westin Michigan Avenue Chicago on December 3, 2025 for $72.0 million, exceeding the Company’s target by 55.0%.

•Successfully delivered insurance savings and hurricane recovery outcomes

◦Successfully renewed the Company's property insurance program effective June 1, 2025, delivering a year-over-year premium reduction of more than 9.5%, which was better than expected based on the budgeted insurance cost, saving the Company $1.5 million over the rest of 2025;

◦Completed the repair and restoration of LaPlaya Beach Resort & Club (“LaPlaya”), with all Beach House rooms returning to service in June 2025, in line with the targeted completion date for the hurricane repair and restoration work;

◦Completed $4.7 million of additional physical improvements to further strengthen LaPlaya’s resilience against future weather events, including the installation of multiple sea walls, storm shutters, upgraded drainage infrastructure, and other resilience-focused enhancements, positioning the Company to better protect the asset and minimize risk from future storm events. The total work was completed in line with the Company’s targeted budget and completion date; and

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◦Successfully settled all outstanding insurance claims related to Hurricanes Helene and Milton, with $12.7 million in business interruption insurance proceeds recorded in 2025, exceeding the Company’s target by 154%.

•Maintained and strengthened financial controls and risk management - The annual audit of our internal controls and procedures found no material weaknesses.

Compensation Program Highlights

In February 2025, the Compensation Committee established our 2025 compensation program. Highlights include:

•Annual base salary comprised only 14% of target total compensation for the CEO and 21% for the other NEOs.

•Target cash incentive bonus comprised 24% of target total compensation for the CEO and 22% for the other NEOs.

◦100% of target cash incentive bonus for 2025 was based on objective, quantitative criteria.

◦Each performance metric had a threshold level which, if not met, would result in a zero payout on that metric.

◦Although the payout for each performance metric could have been as much as 250% if maximum performance were achieved, no executive officer could receive more than a maximum of 200% of their target cash incentive bonus.

◦If a material weakness in our financial controls were to be found, the total payout would be capped at just 100%.

•Long-term equity-based awards are the largest components of our NEOs’ target total compensation (62% for the CEO and 57% for the other NEOs).

◦60% of each award will vest, if at all, based on performance

▪Performance is measured after a three-year period, without any interim measurement periods;

▪Performance is measured with two metrics, not just one:

•70% of target is based on the Company’s total shareholder return (“TSR”) relative to the TSRs of the Company’s peers; and

•30% of target is based on the Company’s TSR alone;

▪In addition to target and maximum levels, each metric has a threshold level of performance which, if not met, will result in no vesting;

▪Target performance for the relative TSR metric is the 55th percentile, which requires out-performance of the median;

▪Maximum vesting is capped at 200%, but if the Company’s TSR is negative for the measurement period, vesting will be capped at 100%, regardless of relative performance; and

◦40% of each award will vest ratably over three years for continued service.

•No special retention equity award was granted to any of our NEOs.

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Compensation Program Components

Our compensation program has three primary components, each of which serves certain purposes in compensating and rewarding our NEOs and creates alignment between our NEOs and our shareholders: (i) cash base salaries, (ii) cash incentive bonuses, and (iii) two forms of regular long-term equity-based awards (performance-based vesting and time-based vesting).

Component

Type

(% of 2025 target total)

Purpose

Annual Base Salary

Fixed

14% – CEO

21% – Other NEOs

• Compensates executives for carrying out the duties of the job

• Recognizes individual experience, skills, and performance

• Provides value to attract and retain talented executives

Cash Incentive Bonus

At-Risk /

Performance-Based

61% – CEO

56% – Other NEOs

• Encourages accomplishment of annual business objectives

• Aligns interests of executives with those of our shareholders

• Provides value to attract and retain talented executives

Long-Term Equity (performance-based vesting)

• Encourages accomplishment of long-term business objectives critical to delivering shareholder value

• Aligns interests of executives with those of our shareholders

• Promotes executives’ ownership in the Company

• Provides value to attract and retain talented executives

Long-Term Equity (time-based vesting)

Vests over Time

25% – CEO

23% – Other NEOs