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Chatham Lodging Trust

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

CLDT$16.30+2.6%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

Consolidated Balance Sheets

June 30,December 31,
20262025
(unaudited)
Assets:
Investment in hotel properties, net$1,179,933$1,106,890
Investment in hotel properties under development1,596—
Cash and cash equivalents11,34224,435
Restricted cash6,3878,203
Right of use asset, net16,57716,912
Hotel receivables (net of allowance for doubtful accounts of $296 and $261, respectively)2,9742,831
Deferred costs, net6,7587,384
Prepaid expenses and other assets8,5543,726
Total assets$1,234,121$1,170,381
Liabilities and Equity:
Mortgage debt, net$141,592$141,475
Revolving credit facility75,000—
Unsecured term loan, net197,728197,438
Accounts payable and accrued expenses (including $947 and $234 due to related parties, respectively)31,11226,648
Lease liability19,73020,067
Distributions payable7,1066,704
Total liabilities472,268392,332
Commitments and contingencies (Note 13)
Equity:
Shareholders’ Equity:
Preferred shares, $0.01 par value, 100,000,000 shares authorized; 4,800,000 and 4,800,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively4848
Common shares, $0.01 par value, 500,000,000 shares authorized; 46,565,171 and 47,708,587 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively466477
Additional paid-in capital1,030,1141,039,804
Accumulated deficit(308,939)(299,527)
Total shareholders’ equity721,689740,802
Noncontrolling Interests:
Noncontrolling interest in Operating Partnership40,16437,247
Total equity761,853778,049
Total liabilities and equity$1,234,121$1,170,381

Consolidated Statements of Operations

For the three months ended · For the six months ended
June 30,June 30,
2026202520262025
Revenue:
Room$80,644$73,396$141,847$135,814
Food and beverage1,6041,8643,2053,523
Other5,3064,7859,7349,066
Reimbursable costs from related parties250249521526
Total revenue87,80480,294155,307148,929
Expenses:
Hotel operating expenses:
Room16,62514,95730,63029,786
Food and beverage1,3471,3862,7152,823
Telephone382281726592
Other hotel operating1,2701,1572,3852,183
General and administrative7,2407,12514,29114,036
Franchise and marketing fees6,9506,43512,22711,866
Advertising and promotions1,9021,6553,5703,262
Utilities3,0962,8116,1635,964
Repairs and maintenance3,8643,7087,5307,666
Management fees paid to related parties2,9582,6855,2204,975
Insurance9098201,7581,647
Total hotel operating expenses46,54343,02087,21584,800
Depreciation and amortization15,72615,39530,50530,426
Property taxes, ground rent and insurance5,2826,13410,44211,877
General and administrative4,5903,9929,2398,599
Other charges26—4827
Reimbursable costs from related parties250249521526
Total operating expenses72,41768,790138,404136,235
Operating income before gain on sale of hotel properties15,38711,50416,90312,694
Gain on sale of hotel properties103501317,468
Operating income15,39711,85417,03420,162
Interest and other income2359102121
Interest expense, including amortization of deferred fees(6,903)(6,414)(13,103)(13,266)
Income before income tax expense8,5175,4994,0337,017
Income tax expense(62)—(125)—
Net income8,4555,4993,9087,017
Net income attributable to noncontrolling interests(241)(123)(3)(106)
Net income attributable to Chatham Lodging Trust8,2145,3763,9056,911
Preferred dividends(1,987)(1,987)(3,975)(3,975)
Net income (loss) attributable to common shareholders$6,227$3,389$(70)$2,936
Income (loss) per common share - basic:
Net income (loss) attributable to common shareholders (Note 10)$0.13$0.07$(0.00)$0.06
Income (loss) per common share - diluted:
Net income (loss) attributable to common shareholders (Note 10)$0.13$0.07$(0.00)$0.06
Weighted average number of common shares outstanding:
Basic46,634,25848,998,69646,941,19148,979,914
Diluted47,913,05649,565,69346,941,19149,985,844
Distributions declared per common share:$0.10$0.09$0.20$0.18

Consolidated Statements of Equity

Three months ended June 30, 2025 and 2026
Noncontrolling
Additional · Total · Interest in
Preferred Shares · Common Shares · Paid - In · Accumulated · Shareholders’ · Operating
SharesAmountSharesAmountCapitalDeficitEquityPartnershipTotal Equity
Balance, April 1, 20254,800,000$4848,982,638$490$1,048,151$(293,990)$754,699$34,181$788,880
Issuance of common shares, net of offering costs of $0——2,442—17—17—17
Conversion of LTIP units to common shares——33,396—533—533(533)—
Repurchase of common shares——(20,480)—(144)—(144)—(144)
Amortization of share-based compensation————9—91,4291,438
Dividends declared on common shares ($0.09 per share)—————(4,413)(4,413)—(4,413)
Distributions declared on LTIP units ($0.09 per unit)———————(321)(321)
Dividends accrued on preferred shares—————(1,987)(1,987)—(1,987)
Net income—————5,3765,3761235,499
Balance, June 30, 20254,800,000$4848,997,996$490$1,048,566$(295,014)$754,090$34,879$788,969
Balance, April 1, 20264,800,0004846,875,3614691,032,911(310,507)722,92138,938761,859
Issuance of common shares, net of offering costs of $0——1,555—15—15—15
Repurchases of common shares——(311,745)(3)(2,825)—(2,828)—(2,828)
Amortization of share-based compensation————13—131,3831,396
Dividends declared on common shares ($0.10 per share)—————(4,659)(4,659)—(4,659)
Distributions declared on LTIP units ($0.10 per unit)———————(398)(398)
Dividends accrued on preferred shares—————(1,987)(1,987)—(1,987)
Net income—————8,2148,2142418,455
Balance, June 30, 20264,800,000$4846,565,171$466$1,030,114$(308,939)$721,689$40,164$761,853
Six months ended June 30, 2025 and 2026
Noncontrolling
Additional · Total · Interest in
Preferred Shares · Common Shares · Paid - In · Accumulated · Shareholders’ · Operating
SharesAmountSharesAmountCapitalDeficitEquityPartnershipTotal Equity
Balance, January 1, 20254,800,000$4848,912,293$489$1,046,812$(289,130)$758,219$33,778$791,997
Issuance of common shares pursuant to Equity Incentive Plan——61,5511562—563—563
Issuance of common shares, net of offering costs of $0——3,724—27—27—27
Conversion of LTIP units to common shares——33,396—533—533(533)—
Issuance of restricted time-based shares——8,044——————
Repurchases of common shares——(21,012)—(148)—(148)—(148)
Amortization of share-based compensation————17—172,8882,905
Dividends declared on common shares ($0.18 per share)—————(8,820)(8,820)—(8,820)
Distributions declared on LTIP units ($0.18 per unit)———————(645)(645)
Forfeited distributions declared on LTIP units———————4848
Dividends accrued on preferred shares—————(3,975)(3,975)—(3,975)
Reallocation of noncontrolling interest————763—763(763)—
Net income—————6,9116,9111067,017
Balance, June 30, 20254,800,000$4848,997,996$490$1,048,566$(295,014)$754,090$34,879$788,969
Balance, January 1, 20264,800,000$4847,708,587$477$1,039,804$(299,527)$740,802$37,247$778,049
Issuance of common shares pursuant to Equity Incentive Plan——61,6991427—428—428
Issuance of common shares, net of offering costs of $0——3,124—26—26—26
Issuance of restricted time-based shares——8,433——————
Repurchases of common shares——(1,216,672)(12)(9,464)—(9,476)—(9,476)
Amortization of share-based compensation————25—252,7962,821
Dividends declared on common shares ($0.20 per share)—————(9,342)(9,342)—(9,342)
Distributions declared on LTIP units ($0.20 per unit)———————(796)(796)
Forfeited distributions declared on LTIP units———————210210
Dividends accrued on preferred shares—————(3,975)(3,975)—(3,975)
Reallocation of noncontrolling interest————(704)—(704)704—
Net income—————3,9053,90533,908
Balance, June 30, 20264,800,000$4846,565,171$466$1,030,114$(308,939)$721,689$40,164$761,853

Consolidated Statements of Cash Flows

(In thousands)

For the six months ended
June 30,
20262025
Cash flows from operating activities:
Net income$3,908$7,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of investment in hotel properties30,38530,326
Amortization of deferred franchise fees120101
Amortization of deferred financing fees included in interest expense920663
Gain on sale of hotel properties(131)(7,468)
Share-based compensation3,0343,164
Changes in assets and liabilities:
Right of use asset336312
Hotel receivables(143)(1,742)
Deferred costs(17)82
Prepaid expenses and other assets(4,847)(5,040)
Accounts payable and accrued expenses5,671(904)
Lease liability(296)(259)
Net cash provided by operating activities38,94026,252
Cash flows from investing activities:
Improvements and additions to hotel properties(13,397)(16,437)
Acquisition of hotel properties(92,458)—
Proceeds from sale of hotel properties, net—52,956
Net cash (used in) provided by investing activities(105,855)36,519
Cash flows from financing activities:
Borrowings on revolving credit facility95,00015,000
Repayments on revolving credit facility(20,000)(55,000)
Repayments of mortgage debt—(15,957)
Principal payments on finance lease(41)(26)
Proceeds from issuance of common shares2627
In-substance repurchase of vested common shares—(5)
Repurchases of common shares(9,476)(144)
Distributions-common shares/units(9,528)(8,326)
Distributions-preferred shares(3,975)(3,975)
Net cash provided by (used in) financing activities52,006(68,406)
Net change in cash, cash equivalents and restricted cash(14,909)(5,635)
Cash, cash equivalents and restricted cash, beginning of period32,63829,844
Cash, cash equivalents and restricted cash, end of period$17,729$24,209
Supplemental disclosure of cash flow information:
Cash paid for interest$11,488$12,419
Capitalized interest$7$—
Cash paid for taxes$675$859

Supplemental disclosure of non-cash investing and financing information (dollars in thousands):

On* January15,* 2026, the Company issued 61,699 common shares to its independent trustees pursuant to the Company’s Equity Incentive Plan as compensation for services performed in2025. On* January15,* 2025, the Company issued 61,551 common shares to its independent trustees pursuant to the Company’s Equity Incentive Plan as compensation for services performed in2024.

As of* June 30, 2026*, the Company had accrued distributions payable of $7,106. As of* June 30, 2025*, the Company had accrued distributions payable of $6,670.

Accrued share-based compensation of $214 and $259 is included in accounts payable and accrued expenses as of* June 30, 2026and2025*, respectively.

Accrued capital improvements of $1,120 and $609 are included in accounts payable and accrued expenses as of* June 30, 2026and2025* respectively.

Notes to the Consolidated Financial Statements

1.Organization

Chatham Lodging Trust (“we,” “us” or the “Company”) was formed as a Maryland real estate investment trust on* October**26,* 2009. The Company is internally managed and invests primarily in upscale extended-stay and premium-branded select-service hotels. The Company has elected to be treated as a real estate investment trust for federal income tax purposes ("REIT").

The net proceeds from our share offerings are contributed to Chatham Lodging, L.P., our operating partnership (the “Operating Partnership”), in exchange for partnership interests. Substantially all of the Company’s assets are held by, and all operations are conducted through, the Operating Partnership. The Company is the sole general partner of the Operating Partnership and owns 100% of the common units of limited partnership interest in the Operating Partnership ("common units"). Certain of the Company’s executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP units"), which are presented as non-controlling interests on our consolidated balance sheets.

As of* June 30, 2026*, the Company owned 39 hotels with an aggregate of 5,610 rooms located in 18 states and the District of Columbia.

To qualify as a REIT, the Company cannot operate the hotels. Therefore, the Operating Partnership and its subsidiaries lease the Company's hotels to taxable REIT subsidiary lessees (“TRS Lessees”), which are wholly owned by the Company’s taxable REIT subsidiary (“TRS”) holding company. Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. Lease revenue from each TRS Lessee is eliminated in consolidation.

The TRS Lessees have entered into management agreements with athird-party management company that provides day-to-day management for the hotels. As of* June 30, 2026*, Island Hospitality Management, LLC (“IHM”), which is 100% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all of the Company’s hotels.

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. These unaudited consolidated financial statements, in the opinion of management, include all adjustments consisting of normal, recurring adjustments which are considered necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows for the periods presented. Interim results arenot necessarily indicative of full year performance due to seasonal and other factors, including the timing of the acquisition or sale of hotels.

The consolidated financial statements include all of the accounts of the Company, the Operating Partnership (a variable interest entity) and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements prepared in accordance with GAAP, and the related notes thereto as of* December 31, 2025*, which are included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025*.

Use of Estimates

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

Recently Issued Accounting Standards

In* November 2024,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosures in the notes of the financial statements of certain categories of expenses that are included in expense line items on the face of the income statement. This ASU is effective for annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027.Early adoption is permitted. The Company is currently evaluating the potential impact adopting ASU2024*-03 will have on the Company's consolidated financial statements and disclosures.

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3.Acquisition of Hotel Properties

On* March 3, 2026,the Company acquired a portfolio ofsix* hotel properties for $92.0 million, which included the Hampton Inn & Suites Paducah ("HI Paducah"), the Homewood Suites by Hilton Paducah ("HWS Paducah"), the Homewood Suites by Hilton Joplin ("HWS Joplin"), theHome2 Suites by Hilton Joplin ("Home2 Joplin"), the Hampton Inn & Suites Effingham ("HI Effingham") and theHome2 Suites by Hilton Effingham ("Home2 Effingham") hotel properties. The Company allocated the purchase price of the hotel properties acquired based on the estimated fair values of the assets on the date of acquisition. Property acquisition costs of $0.5 million were capitalized in2026.

4.Disposition of Hotel Properties

On* December 23, 2025,*the Company sold the Homewood Suites by Hilton Boston-Billerica ("HWS Billerica") hotel property in Billerica, MA for $17.4 million and recognized a gain on sale of the hotel property of $6.5 million.

On* April**22,* 2025, the Company sold the Courtyard Houston-Medical Center ("CY Houston") hotel property in Houston, TX for $23.5 million and recognized a gain on sale of the hotel property of $0.1 million.

On* March 17, 2025,*the Company sold the Hampton Inn & Suites Houston-Medical Center ("HI Houston") hotel property in Houston, TX for $15.5 million and recognized a gain on sale of the hotel property of $1.8 million.

On* January**30,* 2025, the Company sold the Homewood Suites by Hilton Nashville-Brentwood ("HWS Brentwood") hotel property in Brentwood, TN for $15.0 million and recognized a gain on sale of the hotel property of $5.6 million.

The sales didnot represent a strategic shift that had or will have a major effect on the Company's operations and financial results and didnot qualify to be reported as discontinued operations.

5.Investment in Hotel Properties

Investment in hotel properties, net

Investment in hotel properties, net as of* June 30, 2026* and* December 31, 2025* consisted of the following (in thousands):

June 30, 2026December 31, 2025
Land and improvements$277,676$268,546
Building and improvements1,254,4021,174,132
Furniture, fixtures and equipment103,38087,528
Finance lease assets43,89343,840
Renovations in progress9,82111,718
1,689,1721,585,764
Less accumulated depreciation and amortization(509,239)(478,874)
Investment in hotel properties, net$1,179,933$1,106,890

Investment in hotel properties under development

We are developing aHome2 Suites by Hilton hotel in Portland, ME on a parcel of land owned by us. We have incurred $1.6 million of development costs through* June 30, 2026.*

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6.Debt

The Company’s mortgage loans are collateralized byfirst-mortgage liens on certain of the Company’s properties. The mortgage loans are non-recourse except for instances of fraud or misapplication of funds. Mortgage, revolving credit facility, and unsecured term loan debt consisted of the following (dollars in thousands):

Interest · Maturity · Property · Balance Outstanding on Loan as of
CollateralRateDateCarrying ValueJune 30, 2026December 31, 2025
Revolving Credit Facility (1)5.13%September 25, 2029$—$75,000$—
Unsecured Term Loan (2)5.11%September 25, 2029—200,000200,000
Courtyard by Marriott Dallas, TX7.61%September 11, 202837,87924,50024,500
Hyatt Place Pittsburgh, PA7.29%June 11, 202929,39623,30023,300
Residence Inn by Marriott Austin, TX7.42%September 6, 203335,33920,85020,850
TownePlace Suites by Marriott Austin, TX7.42%September 6, 203328,28819,07519,075
Courtyard by Marriott Summerville, SC7.33%September 11, 203317,1809,0009,000
Residence Inn by Marriott Summerville, SC7.33%September 11, 203316,3789,5009,500
SpringHill Suites by Marriott Savannah, GA6.70%June 6, 203431,21422,00022,000
Hampton Inn & Suites Exeter, NH6.70%June 11, 203411,66715,00015,000
Total debt before unamortized debt issue costs$207,341$418,225$343,225
Unamortized term loan and mortgage debt issue costs(3,905)(4,312)
Total debt outstanding$414,320$338,913
1.The interest rate for the revolving credit facility is variable and based on one-month term secured overnight financing rate ("SOFR") plus a spread of 1.50% to 2.25% based on the Company's leverage.
2.The interest rate for the unsecured term loan is variable and based on one-month term SOFR plus a spread of 1.45% to 2.20% based on the Company's leverage.

At* June 30, 2026* and* December 31, 2025,the Company had $275.0 million and $200.0 million, respectively, of outstanding borrowings under its revolving credit facility and unsecured term loan. At June 30, 2026*, the aggregate maximum remaining borrowing availability under the revolving credit facility was $225.0 million.

During thesix months ended* June 30, 2026*, the Company had net borrowings of $75.0 million under its revolving credit facility. During thesix months ended* June 30, 2025,*the Company had net repayments of $40.0 million under its revolving credit facility and repaid the maturing mortgage loan of $16.0 million on the Hampton Inn Houston hotel property.

The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates. All of the Company's mortgage loans are fixed-rate. Rates take into consideration general market conditions, quality and estimated value of collateral and maturity of debt with similar credit terms and are classified within level3 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt as of* June 30, 2026* and* December 31, 2025* was $152.1 million and $154.0 million, respectively.

The Company estimates the fair value of its variable rate debt by taking into account general market conditions and the estimated credit terms it could obtain for debt with similar maturity and is classified within level3 of the fair value hierarchy. As of* June 30, 2026*, the Company’s variable rate debt consisted of borrowings under its revolving credit facility and its unsecured term loan. The estimated fair value of the Company’s variable rate debt as of* June 30, 2026* and* December 31, 2025* was $275.0 million and $200.0 million, respectively.

10

Future scheduled principal payments of debt obligations as of* June 30, 2026*, for the current year and each of the nextfive calendar years and thereafter are as follows (in thousands):

Amount
2026 (remaining six months)$—
2027—
202824,590
2029298,681
2030410
Thereafter94,544
Total debt before unamortized debt issue costs$418,225
Unamortized term loan and mortgage debt issue costs(3,905)
Total debt outstanding$414,320
7.Income Taxes

Income tax expense was $0.1 million andzero for thethree months ended* June 30, 2026and2025*, respectively, and $0.1 million andzero for thesix months ended* June 30, 2026and2025*, respectively.

The Company’s TRS is subject to federal and state income taxes. As of each reporting date, the Company's management considers new evidence, both positive and negative, that could impact management's view with regard to future realization of deferred tax assets. The Company's TRS continues to have cumulativethree-year taxable losses. As of* June 30, 2026*, the Company's TRS continues to recognize a full valuation allowance equal to 100% of the net deferred tax assets. Management will continue to monitor the need for a valuation allowance.

8.Dividends Declared and Paid

Common Dividends

The Company declared total dividends on common shares of $0.20 per share and distributions on LTIP units of $0.20 per unit for thesix months ended* June 30, 2026*. The Company declared total dividends on common shares of $0.18 per share and distributions on LTIP units of $0.18 per unit for thesix months ended* June 30, 2025*. The dividends on common shares and distributions on LTIP units were as follows:

Common share · LTIP unit
distribution · distribution
Record DatePayment Dateamountamount
March3/31/20264/15/2026$0.10$0.10
June6/30/20267/15/20260.100.10
Total 2026$0.20$0.20
Common share · LTIP unit
distribution · distribution
Record Date · Payment Date · amount · amount
March3/31/20254/15/2025$0.09$0.09
June6/30/20257/15/20250.090.09
Total 2025$0.18$0.18

Preferred Dividends

During thesix months ended* June 30, 2026and2025*, the Company declared total dividends of $0.82812 and $0.82812, respectively, per share of 6.625% Series A Cumulative Redeemable Preferred Shares. The preferred share dividends were as follows:

Dividend per
Record DatePayment DatePreferred Share
March3/31/20264/15/2026$0.41406
June6/30/20267/15/20260.41406
Total 2026$0.82812
Dividend per
Record DatePayment DatePreferred Share
March3/31/20254/15/2025$0.41406
June6/30/20257/15/20250.41406
Total 2025$0.82812

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9.Shareholders' Equity

Common Shares

The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $0.01 par value per share ("common shares"). Each outstanding common share entitles the holder toone vote on all matters submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company's Board of Trustees. As of* June 30, 2026*,46,565,171 common shares were outstanding.

In* December 2017,the Company established a $50.0 million dividend reinvestment and share purchase plan (the "DRSPP") which was renewed in December 2020and renewed again in January 2024.Under the DRSPP, shareholders maypurchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders mayalso make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectuses for the DRSPP. During thethree* months ended* June 30, 2026*, the Company issued 1,555 common shares under the DRSPP at a weighted-average price per share of $9.53, which generated $15 thousand of proceeds. During thesix months ended* June 30, 2026*, the Company issued 3,124 common shares under the DRSPP at a weighted-average price per share of $8.45, which generated $26 thousand of proceeds. As of* June 30, 2026*, there was approximately $49.9 million of common shares available for issuance under the DRSPP.

In* May**2025,* the Board of Trustees authorized and approved a $25.0 million share repurchase program (the "Share Repurchase Program") of common shares of the Company. Under the Share Repurchase Program, the Company has the ability to repurchase up to $25.0 million of common shares through open market purchases or other privately negotiated transactions at times and in amounts as the Company deems appropriate. The Share Repurchase Program hasno time limit and* maybe suspended or discontinued at any time. During thethree* months ended* June 30, 2026*, the Company repurchased 311,745 common shares at a weighted-average price per share of $9.07 for an aggregate purchase price, including commissions, of approximately $2.8 million. During thesix months ended* June 30, 2026*, the Company repurchased 1,216,672 common shares at a weighted-average price per share of $7.79 for an aggregate purchase price, including commissions, of approximately $9.5 million. As of* June 30, 2026*, approximately $6.6 million of common shares remained available for repurchase under the Share Repurchase Program.

Preferred Shares

The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share, inone or more series.

On* June 30, 2021,the Company issued 4,800,000 6.625% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series A Preferred Shares”), and received net proceeds of approximately $115.9 million. The Series A Preferred Shares rank senior to common shares with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Series A Preferred Shares donot* have any maturity date and arenot subject to mandatory redemptions or sinking fund requirements. The distribution rate is 6.625% per annum of the $25.00 liquidation preference, which is equivalent to $1.65625 per annum per Series A Preferred Share. Distributions on the Series A Preferred Shares are payable quarterly in arrears. At any time, the Company* may,at its option, redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid distributions to, butnot* including, the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which common shares and the common securities of the acquiring or surviving entity arenot listed on the New York Stock Exchange, the NYSE American or NASDAQ, or any successor exchanges, the Company* may,at its option, redeem the Series A Preferred Shares in whole or in part within120* days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company doesnot exercise its right to redeem the Series A Preferred Shares upon a change of control, the holders of Series A Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series A Preferred Share is 3.701 common shares. As of* June 30, 2026*,4,800,000 Series A Preferred Shares were issued and outstanding. During thethree months ended* June 30, 2026*, the Company paid preferred share dividends of $2.0 million.

Operating Partnership Units

Holders of common units in the Operating Partnership, if and when issued, will have certain redemption rights, which will enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price per common share at the time of redemption or for common shares on aone-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of limited partners or shareholders. As of* June 30, 2026*, there were 2,399,044 vested LTIP units held by current and former employees.

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10.Earnings Per Share

Thetwo-class method is used to determine earnings per share because unvested restricted shares and unvested LTIP units are considered to be participating shares. The LTIP units held by the non-controlling interest holders, which* maybe converted to common shares, have been excluded from the denominator of the diluted earnings per common share calculation as there would beno* effect on the amounts since limited partners' share of income or loss would also be added back to net income or loss. Unvested restricted shares, unvested long-term incentive plan units and unvested Class A Performance LTIP units that could potentially dilute basic earnings per common share in the future wouldnot be included in the computation of diluted loss per common share, for the periods where a loss has been recorded, because they would have been anti-dilutive for the periods presented. For thethree months ended* June 30, 2026and2025*, the Company excluded zero andzero, respectively, of unvested shares and units as their effect would have been anti-dilutive. For thesix months ended* June 30, 2026and2025*, the Company excluded 1,324,507 andzero, respectively, of unvested shares and units as their effect would have been anti-dilutive.

The following is a reconciliation of the amounts used in calculating basic and diluted net income per common share (in thousands, except share and per share data):

For the three months ended · For the six months ended
June 30,June 30,
2026202520262025
Numerator:
Net income (loss) attributable to common shareholders$6,227$3,389$(70)$2,936
Dividends on unvested shares and units(62)(49)(125)(99)
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested shares and units$6,165$3,340$(195)$2,837
Denominator:
Weighted average number of common shares - basic46,634,25848,998,69646,941,19148,979,914
Unvested shares and units1,278,798566,997—1,005,930
Weighted average number of common shares - diluted47,913,05649,565,69346,941,19149,985,844
Basic income (loss) per common share:
Net income (loss) attributable to common shareholders per weighted average basic common share$0.13$0.07$(0.00)$0.06
Diluted income (loss) per common share:
Net income (loss) attributable to common shareholders per weighted average diluted common share$0.13$0.07$(0.00)$0.06

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11.Equity Incentive Plan

The Company maintains its Equity Incentive Plan to attract and retain independent trustees, executive officers and other key employees. The plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. The plan was amended on* May 6, 2025to increase the maximum number of shares available under the plan by 2,150,000 shares and to increase the individual grant limit with respect to performance units. The plan has a 10-year term that expires on March 22, 2032.Share awards under the plan generally vest over three tofive years, though compensation for the Company’s independent trustees includes share grants that vest immediately. The Company pays dividends on unvested shares and units, except for performance-based units, for which 10% of dividends on unvested performance-based units are paid and the remaining 90% of dividends are accrued andnot* paid until those units vest. Certain awards* mayprovide for accelerated vesting if there is a change in control. In January**2026* and2025, the Company issued 61,699 and 61,551 common shares, respectively, to its independent trustees as compensation for services performed in2025 and2024, respectively. As of* June 30, 2026*, there were 1,788,449 common shares available for issuance under the Equity Incentive Plan.

Restricted Share Awards

From time to time, the Company* may*award restricted shares under the Equity Incentive Plan as compensation to officers, employees and non-employee trustees. The Company recognizes compensation expense for the restricted shares on a straight-line basis over the vesting period based on the fair market value of the shares on the date of issuance.

A summary of the Company’s restricted share awards for thesix months ended* June 30, 2026* and the year ended* December 31, 2025* is as follows:

For the six months ended · For the year ended
June 30, 2026 · December 31, 2025
Weighted-Weighted-
NumberAverage GrantNumberAverage Grant
of SharesDate Fair Valueof SharesDate Fair Value
Non-vested at beginning of the period10,825$8.784,581$10.91
Granted8,4337.718,0448.08
Vested(4,482)9.30(1,800)11.11
Non-vested at end of the period14,776$8.0110,825$8.78

As of* June 30, 2026* and* December 31, 2025*, there were $101 thousand and $60 thousand, respectively, of unrecognized compensation costs related to restricted share awards. As of* June 30, 2026*, these costs were expected to be recognized over a weighted-average period of approximately 2.2 years. For thethree months ended* June 30, 2026and2025*, the Company recognized approximately $13 thousand and $10 thousand, respectively, of expense related to the restricted share awards, and for thesix months ended* June 30, 2026and2025,* the Company recognized approximately $25 thousand and $17 thousand, respectively, of expense related to the restricted share awards.

Long-Term Incentive Plan Awards

LTIP units are a special class of partnership interests in the Operating Partnership which* maybe issued to eligible participants for the performance of services to or for the benefit of the Company. Under the Equity Incentive Plan, each LTIP unit issued is deemed equivalent to an award ofone* common share thereby reducing the number of shares available for other equity awards on aone-for-one basis.

A summary of the Company's LTIP unit awards for thesix months ended* June 30, 2026* and the year ended* December 31, 2025* is as follows:

For the six months ended · For the year ended
June 30, 2026 · December 31, 2025
Weighted-Weighted-
NumberAverage GrantNumberAverage Grant
of UnitsDate Fair Valueof UnitsDate Fair Value
Non-vested at beginning of the period1,377,563$11.081,139,564$13.88
Granted664,7248.30634,2938.60
Vested(207,534)9.04(315,563)14.31
Forfeited(251,843)16.64(80,731)18.58
Non-vested at end of the period1,582,910$9.301,377,563$11.08

Time-Based LTIP Awards

On* March 1, 2026,the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 265,890 time-based LTIP unit awards (the“2026* Time-Based LTIP Unit Award”). The grants were made pursuant to award agreements that provide for time-based vesting (the "LTIP Unit Time-Based Vesting Agreement").

Time-based LTIP unit awards will vest ratably provided that the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Prior to vesting, a holder is entitled to receive distributions on the LTIP units that comprise the2026 Time-Based LTIP Unit Awards and the prior year LTIP unit awards set forth in the table above.

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Performance-Based LTIP Awards

On* March 1, 2026,the Company's Operating Partnership, upon the recommendation of the Compensation Committee, also granted 398,834 performance-based LTIP unit awards (the"2026* Performance-Based LTIP Unit Awards"). The grants were made pursuant to award agreements that have market-based vesting conditions. The Performance-Based LTIP Unit Awards are comprised of Class A Performance LTIP Units that will vest only if and to the extent that (i) the Company achieves certain long-term market-based total shareholder return ("TSR") criteria established by the Compensation Committee and (ii) the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Compensation expense is based on an estimated value of $9.12 per2026 Performance-Based LTIP Unit Award, which takes into account that the number of units that ultimately* mayvest will depend on the achievement of long-term market-based TSR criteria. The2026* Performance-Based LTIP Unit Awards have an absolute negative TSR modifier which* may*reduce payout percentages if the absolute TSR over the measurement period is negative.

The2026 Performance-Based LTIP Unit Awards* maybe earned based on the Company’s relative TSR performance for thethree*-year period beginning on* March 1, 2026and ending on February 28, 2029.The2026* Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 200% of target value as follows:

Relative TSR Hurdles (Percentile)Payout Percentage
Threshold25th50%
Target55th100%
Maximum80th200%

Payouts at performance levels in between the hurdles will be calculated by straight-line interpolation.

The Company estimated the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC718, excluding the effect of estimated forfeitures, using a Monte Carlo approach. In determining the discounted value of the LTIP units, the Company considered the inherent uncertainty that the LTIP units would never reach parity with the other common units of the Operating Partnership and thus have an economic value ofzero to the grantee. Additional factors considered in estimating the value of LTIP units included discounts for illiquidity, expectations for future dividends, risk free interest rates, share price volatility, and economic environment and market conditions.

The grant date fair values of the LTIPs and the assumptions used to estimate the values are as follows:

Number of · Estimated Value · Dividend · Risk Free
Grant DateUnits GrantedPer UnitVolatilityYieldInterest Rate
2022 Time-Based LTIP Unit Awards3/1/2022152,004$12.3380%—%1.01%
2022 Performance-Based LTIP Unit Awards (1)3/1/2022228,000$18.5866%3.5%1.44%
2023 Time-Based LTIP Unit Awards3/1/2023171,171$11.1137%—%5.11%
2023 Performance-Based LTIP Unit Awards (2)3/1/2023256,757$16.6469%3.5%4.61%
2024 Time-Based LTIP Unit Awards3/1/2024204,909$9.3335%—%4.92%
2024 Performance-Based LTIP Unit Awards3/1/2024307,355$12.4235%2.6%4.32%
2025 Time-Based LTIP Unit Awards3/1/2025253,722$7.4429%—%4.14%
2025 Performance-Based LTIP Unit Awards3/1/2025380,571$9.3733%3.0%4.04%
2026 Time-Based LTIP Unit Awards3/1/2026265,890$7.0830%—%3.53%
2026 Performance-Based LTIP Unit Awards3/1/2026398,834$9.1230%3.9%3.43%

(1) In* February 2025,*following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period,142,905 LTIP units vested.

(2) In* February 2026,following the end of the measurement period, the Company’s TSR didnot* meet certain criteria and based on the Company’s TSR over the measurement period, zero LTIP units vested.

The Company recorded $1.4 million and $1.4 million in compensation expense related to the LTIP units for thethree months ended* June 30, 2026and2025*, respectively, and $2.8 million and $2.9 million in compensation expense related to the LTIP units for thesix months ended* June 30, 2026and2025,* respectively. As of* June 30, 2026* and* December 31, 2025*, there was $9.2 million and $6.5 million, respectively, of total unrecognized compensation cost related to LTIP units. This cost is expected to be recognized over approximately 2.1 years, which represents the weighted-average remaining vesting period of the LTIP units.

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12.Leases

The Company is the lessee under ground, property, air rights, garage and office lease agreements for certain of its properties. The Company's leases are classified as operating or finance leases. The Company recognizes a ROU asset and lease liability at the estimated present value of the minimum lease payments over the lease term. These leases typically provide multi-year renewal options to extend the term as lessee at the Company's option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised.

In calculating the Company's lease obligations under the various leases, the Company uses discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment. Lease obligations are based on contractually required cash payments, while lease expense is recognized on a straight-line basis for its operating leases and as interest expense on the lease liability for its finance lease.

Operating Leases

The Residence Inn Gaslamp hotel property is subject to a ground lease with an expiration date of* January 31, 2065* with an extension option by the Company of up tothree additional terms often years each. Monthly payments are currently approximately $49 thousand per month and increase 10% every five years. The hotel is subject to annual supplemental rent payments calculated as 5% of gross revenues during the applicable lease year, minus12 times the monthly base rent scheduled for the lease year.

The Residence Inn New Rochelle hotel property is subject to both an air rights lease and a garage lease, each with an expiration date of* December 1,*2104. The lease agreements with the City of New Rochelle cover the space above the parking garage that is occupied by the hotel as well as 128 parking spaces in a parking garage that is attached to the hotel. The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Aggregate rent for2026 is approximately $33 thousand per quarter.

The Hilton Garden Inn Marina del Rey hotel property is subject to a ground lease with an expiration date of* December**31,* 2067. Minimum monthly payments are currently approximately $47 thousand per month and a percentage rent payment less the minimum rent is due in arrears equal to 5% to 25% of gross income based on the type of income.

The Company entered into a corporate office lease in* September 2015.The lease is for a term of 11 years and includes a 12-month rent abatement period and certain tenant improvement allowances. The Company has a renewal option of up totwo* successive terms offive years each. On* June 1, 2023,the Company executed an amendment to the corporate office lease to vacate and surrender possession of 7,374 rentable square feet in exchange for an early termination payment of $0.1 million. The partial termination of this lease required the Company to apply ASC842* and remeasure the right of use asset and lease liability and recognize those adjustments in the consolidated statement of operations. The Company shares the space with a related party and is reimbursed for the pro-rata share of rentable space occupied by the related party.

The Company entered into a new 10-year corporate office lease in* May 2024,which was subsequently amended in September 2024,that will commence when the Company takes possession of the space for leasehold improvements, on or before September 1, 2026.*Annual base rent will range from $0.6 million to $0.7 million over the term of the lease. The new office lease will be shared with a related party and the Company will be reimbursed for the pro-rata share of rentable space that will be occupied by the related party.

For thesix months ended* June 30, 2026*, the Company made $0.6 million of fixed lease payments and $0.4 million of variable lease payments, which are included in property taxes, ground rent and insurance in our consolidated statement of operations. For thesix months ended* June 30, 2026*, the Company made $0.3 million of fixed lease payments related to its corporate office lease, which is included in general and administrative expense in our consolidated statement of operations.

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Finance Leases

TheHome2 Phoenix hotel property is subject to a Government Property Lease Excise Tax ("GPLET") agreement with the City of Phoenix. As part of the agreement, title of the hotel property was conveyed to the City of Phoenix and leased back to the Company for a term of 8 years with fixed annual rent payments ranging from $26 thousand to $81 thousand. Title of the hotel property will be re-conveyed to the Company atno cost at the expiration of the 8-year lease term. The GPLET agreement can be terminated by the lessee at any time for a fee of $0.1 million and title of the hotel property would be re-conveyed back to the Company.

TheHome2 Phoenix ROU assets are recorded as finance lease assets within Investment in hotel properties, net and the lease liability is recorded within Lease liability in the Company’s consolidated balance sheet. Expenses related to the finance lease are included in depreciation and amortization and interest expense, in the Company’s consolidated statement of operations.

The following table includes information regarding the ROU assets and lease liabilities of the Company as of* June 30, 2026* and* December 31, 2025* (in thousands):

ROU Asset · ROU Asset
Balance Sheet Classificationas of June 30, 2026as of December 31, 2025
Finance lease assets, netInvestment in hotel properties, net$40,090$40,943
Operating lease assets, netRight of use asset, net16,57716,912
Total ROU asset, net$56,667$57,855
Lease Liability · Lease Liability
Balance Sheet Classificationas of June 30, 2026as of December 31, 2025
Finance lease liabilityLease liability$255$283
Operating lease liabilityLease liability19,47519,784
Total lease liability$19,730$20,067
Lease Term and Discount RateJune 30, 2026
Weighted-average remaining lease term (years)42.08
Weighted-average discount rate6.82%

The following table includes information regarding the Company's total minimum lease payments for which it is the lessee, as of* June 30, 2026*, for each of the nextfive calendar years and thereafter (in thousands):

Total Future Lease PaymentsAmount
2026 (remaining six months)$750
20271,313
20281,338
20291,338
20301,407
Thereafter59,765
Total lease payments$65,911
Less: Imputed interest(46,181)
Present value of lease liabilities$19,730
13.Commitments and Contingencies

Litigation

The Company is subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of its hotels, its managers and other Company matters. While it isnot possible to ascertain the ultimate outcome of such matters, the Company believes that the aggregate identifiable amount of such liabilities, if any, willnot have a material adverse impact on its financial condition or results of operations.

Management Agreements

The management agreements with IHM have an initial term offive years and automatically renew fortwo five-year periods unless IHM provides written notice to usno later than90 days prior to the then current term’s expiration date of its intentnot to renew. The IHM management agreements provide for early termination at the Company’s option upon sale of any IHM-managed hotel forno termination fee, withsix months advance notice. The IHM management agreements* may*be terminated for cause, including the failure of the managed hotel to meet specified performance levels. Base management fees are calculated as a percentage of the hotel's gross room revenue. If certain financial thresholds are met or exceeded, an incentive management fee is calculated as 10% of the hotel's net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation.

Management fees totaled approximately $3.0 million and $2.7 million for thethree months ended* June 30, 2026and2025*, respectively, and $5.2 million and $5.0 million for thesix months ended* June 30, 2026and2025,* respectively.

Franchise Agreements

The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue. Franchise and marketing fees totaled approximately $7.0 million and $6.4 million for thethree months ended* June 30, 2026and2025*, respectively, and $12.2 million and $11.9 million for thesix months ended* June 30, 2026and2025,* respectively. The initial term of the agreements range from 10 to 30 years with the weighted-average expiration being* June**2038.*

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14.Related Party Transactions

As of* June 30, 2026*, Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, owns 100% of IHM. As of* June 30, 2026*, the Company had hotel management agreements with IHM to manage all 39 of its hotels. Hotel management, revenue management and accounting fees accrued or paid to IHM for the hotels owned by the Company for thethree months ended* June 30, 2026and2025* were $3.0 million and $2.7 million, respectively, and for thesix months ended* June 30, 2026and2025* were $5.2 million and $5.0 million, respectively. At* June 30, 2026* and* December 31, 2025*, the amounts due to IHM were $0.9 million and $0.2 million, respectively.

Cost reimbursements from related parties revenue represent reimbursements of costs incurred on behalf of IHM. These costs relate primarily to office expenses shared with IHM. Various shared office expenses and rent are paid by the Company and allocated to IHM based on the amount of square footage occupied by each entity. As the Company records cost reimbursements based upon costs incurred withno added markup, the revenue and related expense hasno impact on the Company’s operating income or net income. Cost reimbursements are recorded based upon the occurrence of a reimbursed activity.

15. Segment Information

Management evaluates the Company's hotels as asingle reportable segment as a result of aggregating multiple operating segments, because all of the Company's hotels have similar economic characteristics and provide similar services to similar types of customers. Our single reportable segment comprises the structure used by our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, who collectively have been determined to be our Chief Operating Decision Maker ("CODM"), to make key operating decisions and assess performance. Our CODM evaluates our single reportable segment's operating performance based on individual hotel property net income (loss) before interest expense, income tax expense, depreciation and amortization, corporate general and administrative expense, impairment loss, loss on early extinguishment of debt, other charges, interest and other income, and gains or losses on sales of hotel properties ("Adjusted Hotel EBITDA"). Our single reportable segment's assets are consistent with total assets included in the Company's consolidated balance sheets.

The following table includes revenue, significant hotel operating expenses, and Adjusted Hotel EBITDA for the Company’s hotels, reconciled to Net income (in thousands):

For the three months ended · For the six months ended
June 30,June 30,
2026202520262025
Revenue:
Room$80,644$73,396$141,847$135,814
Food and beverage1,6041,8643,2053,523
Other5,3064,7859,7349,066
Total hotel property level revenue (1)87,55480,045154,786148,403
Expenses:
Room16,62514,95730,63029,786
Food and beverage1,3471,3862,7152,823
Telephone382281726592
Other hotel operating1,2701,1572,3852,183
General and administrative7,2407,12514,29114,036
Franchise and marketing fees6,9506,43512,22711,866
Advertising and promotions1,9021,6553,5703,262
Utilities3,0962,8116,1635,964
Repairs and maintenance3,8643,7087,5307,666
Management fees paid to related parties2,9582,6855,2204,975
Insurance9098201,7581,647
Property taxes, ground rent and insurance5,2826,13410,44211,877
Total hotel property level expenses51,82549,15497,65796,677
Adjusted Hotel EBITDA$35,729$30,891$57,129$51,726
Reconciliation of Adjusted Hotel EBITDA to Net income
Interest expense, including amortization of deferred fees(6,903)(6,414)(13,103)(13,266)
Depreciation and amortization(15,726)(15,395)(30,505)(30,426)
Corporate general and administrative(4,590)(3,992)(9,239)(8,599)
Other charges(26)-(482)(7)
Income tax expense(62)-(125)-
Interest and other income2359102121
Gain on sale of hotel properties103501317,468
Net income$8,455$5,499$3,908$7,017

(1) The difference between total hotel property level revenue and total revenue on the consolidated statements of operations is due to reimbursable costs from related parties of $0.3 million and $0.2 million for thethree months ended* June 30, 2026and2025,* respectively, and $0.5 million and $0.5 million for thesix months ended* June 30, 2026and2025,* respectively.

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