v3.26.1
DEBT
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
DEBT DEBT
 
At June 30, 2026, our indebtedness was comprised of borrowings under our 2026 Senior Credit Facility, the 2024 Term Loan, the 2025 Delayed Draw Term Loan (which was used to refinance a significant portion of our outstanding convertible notes when they matured in February 2026), the GIC Joint Venture Credit Facility, the GIC Joint Venture Term Loan, the PACE loan (each of such credit facilities and loans are defined below), and two loans secured by first priority mortgage liens on three lodging properties.

We have entered into interest rate swaps to fix the interest rates on a portion of our variable interest rate indebtedness. The weighted-average interest rate, after giving effect to our interest rate derivatives, for all borrowings was 5.52% at June 30, 2026 and 4.83% at December 31, 2025. We are in compliance with all financial covenants in the loan agreements.

Debt, net of debt issuance costs, is as follows (in thousands):
June 30, 2026December 31, 2025
Revolving debt$130,000 $125,000 
Term loans1,183,430 915,730 
Convertible notes— 287,500 
Mortgage loans75,654 75,913 
1,389,084 1,404,143 
Unamortized debt issuance costs (1)
(17,614)(10,129)
Debt, net of debt issuance costs
$1,371,470 $1,394,014 

(1)    In June 2026, we recorded $0.6 million in bank, legal and other fees related to the $50 million Delayed Draw Term Loan (as described in further detail below) in Deferred charges, net on our Condensed Consolidated Balance Sheet since we have not yet drawn any amounts on this loan. These costs will be reclassified as a discount to the related debt at the time the funds are drawn.
Our total fixed-rate and variable-rate debt, after consideration of our interest rate derivative agreements that are currently in effect, is as follows (in thousands):
 
June 30, 2026PercentageDecember 31, 2025Percentage
Fixed-rate debt (1)
$700,654 50%$988,413 70%
Variable-rate debt688,430 50%415,730 30%
$1,389,084 $1,404,143 

(1)    At June 30, 2026, debt related to our wholly-owned properties and our pro rata share of joint venture debt has a fixed-rate debt ratio of approximately 51% of our total pro rata indebtedness when taking into consideration interest rate swaps that are currently in effect.

Information about the fair value of our fixed-rate debt that does not approximate fair value is as follows (in thousands):

June 30, 2026December 31, 2025
Carrying
Value
Fair ValueCarrying
Value
Fair ValueValuation Technique
Convertible notes$— $— $287,500 $287,500 Level 1 - Market approach
Mortgage loans17,654 17,567 17,913 17,849 Level 2 - Market approach
$17,654 $17,567 $305,413 $305,349 
 
Detailed information about our debt at June 30, 2026 and December 31, 2025 is as follows (dollars in thousands):

Principal Balance Outstanding
LenderInterest RateInitial Maturity DateFully Extended Maturity DateNumber of
Encumbered Properties
June 30, 2026December 31, 2025
OPERATING PARTNERSHIP DEBT:
2026 Senior Credit Facility
Bank of America, N.A.
$400 Million Revolver (1)
5.59% Variable
6/29/20306/29/2031n/a$5,000 $— 
$200 Million Term Loan (1)
5.54% Variable
6/29/20316/29/2031n/a200,000 200,000 
$50 Million Delayed Draw Term Loan (1)
5.54% Variable
6/29/20316/29/2031n/a— — 
Total Senior Credit Facility205,000 200,000 
Convertible Notes
1.50% Fixed
2/15/20262/15/2026n/a— 287,500 
Term Loans
Regions Bank 2024 Term Loan Facility (1)
5.74% Variable
2/26/20272/26/2029n/a200,000 200,000 
2025 Delayed Draw Term Loan (1)
5.74% Variable
3/27/20283/27/2030n/a275,000 — 
475,000 200,000 
Total Operating Partnership Debt
680,000 687,500 
JOINT VENTURE DEBT:
Brickell Joint Venture Mortgage Loan
Wells Fargo Bank, N.A.
5.92% Variable
5/15/20285/15/203058,000 58,000 
58,000 58,000 
GIC Joint Venture Credit Facility and Term Loans
Bank of America, N.A.
$125 Million Revolver (2)
5.79% Variable
9/15/20279/15/2028n/a125,000 125,000 
$125 Million Term Loan (2)
5.74% Variable
9/15/20279/15/2028n/a125,000 125,000 
Bank of America, N.A. 2025 Term Loan (3)
5.99% Variable
7/24/20287/24/2030n/a383,430 390,730 
Wells Fargo
4.99% Fixed
6/6/20286/6/2028112,110 12,253 
PACE loan
6.10% Fixed
7/31/20407/31/2040n/a5,544 5,660 
Total GIC Joint Venture Credit Facility and Term Loans1651,084 658,643 
Total Joint Venture Debt709,084 716,643 
Total Debt$1,389,084 $1,404,143 

(1)    The 2026 Senior Credit Facility, the Regions Bank 2024 Term Loan Facility, and the 2025 Delayed Draw Term Loan are supported by a borrowing base of 52 unencumbered hotel properties and their affiliates.
(2)    The $125 Million Revolver and the $125 Million Term Loan are secured by pledges of the equity in the entities that own 15 lodging properties and affiliated entities.
(3)    The GIC Joint Venture Term Loan with Bank of America, N.A. is secured by pledges of the equity in the entities that own 23 lodging properties and two parking garages and their affiliates.
$650 Million Senior Credit and Term Loan Facility

In June 2026, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into the second amended and restated $650 million senior credit facility (the “2026 Senior Credit Facility”) with Bank of America, N.A., as successor administrative agent, and a syndicate of lenders to replace the 2023 senior credit facility (the “2023 Senior Credit Facility”). The 2026 Senior Credit Facility is comprised of a $400 million revolver (the “$400 Million Revolver”), a $200 million term loan (the “$200 Million Term Loan”), and the $50 Million Delayed Draw Term Loan. The 2026 Senior Credit Facility has an accordion feature which allows the Company to increase the total borrowings and commitments under the 2026 Senior Credit Facility up to an aggregate total amount of $900 million for all loans and commitments under the 2026 Senior Credit Facility. The 2026 Senior Credit Facility extends the maturity date of the previous $400 Million Revolver in the 2023 Senior Credit Facility to June 2030, which may be extended by the Company for up to two consecutive six-month periods, subject to certain conditions. The 2026 Senior Credit Facility extends the previous $200 Million Term Loan in the 2023 Senior Credit Facility to June 2031. The $50 Million Delayed Draw Term Loan matures in June 2031. As part of the amendment, at the Company’s current leverage, the interest rate was reduced by 20 basis points from the previous $400 Million Revolver and the previous $200 Million Term Loan in the 2023 Senior Credit Facility.

As part of the amendment, we incurred debt issuance costs of $6.7 million, which are recorded as a reduction to the related debt on our Condensed Consolidated Balance Sheet at June 30, 2026. These costs and $1.6 million of unamortized debt issuance costs from the 2023 Senior Credit Facility will be amortized over the term of the 2026 Senior Credit Facility. Additionally, we recorded $0.6 million of debt issuance costs to the $50 Million Delayed Draw Term Loan as Deferred charges, net on our Condensed Consolidated Balance Sheet at June 30, 2026 as we have not yet drawn any amounts on this loan. This amount will be reclassified as a reduction to the related debt at the time the funds are drawn. Amortization of the costs will commence when we draw on the $50 Million Delayed Draw Term Loan.

At June 30, 2026, our $200 Million Term Loan was fully funded, we had $5.0 million in outstanding borrowings under our $400 Million Revolver, and we had no outstanding borrowings under our $50 Million Delayed Draw Term Loan. Borrowings under the Senior Credit Facility are limited by the value of the Unencumbered Assets.

The $400 Million Revolver bears interest at our option, at either (i) the Secured Overnight Financing Rate (“SOFR”) or term SOFR plus a margin ranging from 140 basis points to 230 basis points depending on the Company's leverage ratio (as defined in the loan documents) or (ii) an applicable base rate (which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 50 basis points, and 1-month term SOFR plus 100 basis points) (the “base rate”) plus a margin ranging from 40 basis points to 130 basis points, depending on the Company's leverage ratio (as defined in the loan documents).

The $200 Million Term Loan and $50 Million Delayed Draw Term Loan each bear interest, at our option, at either (i) daily SOFR or term SOFR plus a margin ranging from 135 basis points to 225 basis points, depending on the Company's leverage ratio (as defined in the loan documents) or (ii) the base rate plus a margin ranging from 35 basis points to 125 basis points, depending on the Company's leverage ratio (as defined in the loan documents).

We are also required to pay an unused fee (the “Revolver Unused Fee”) on the undrawn portion of the $400 Million Revolver and the $50 Million Delayed Draw Term Loan. The Revolver Unused Fee for the $400 Million Revolver is calculated on a daily basis on the unused amount of the $400 Million Revolver multiplied by (i) 0.25% per annum in the event that the unused amount is greater than 50% of the maximum aggregate amount of the $400 Million Revolver, or (ii) 0.20% per annum in the event that the unused amount is equal to or less than 50% of the maximum aggregate amount of the $400 Million Revolver. The Revolver Unused Fee is payable quarterly in arrears and on the final maturity date of the $400 Million Revolver and the $50 Million Delayed Draw Term Loan. In addition, on a quarterly basis commencing on the forty-fifth (45th) day following the closing date of the 2026 Senior Credit Facility and until the $50 million Delayed Draw Term Loan is fully funded or the commitments thereunder terminate, we are required to pay a fee on the unused portion of the $50 million Delayed Draw Term Loan equal to the unused amount of the $50 million Delayed Draw Term Loan multiplied by 0.25% per annum.

We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2026 Senior Credit Facility.
2024 Term Loan

In February 2024, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan document as a subsidiary guarantor, entered into a $200 million senior unsecured term loan financing (the “2024 Term Loan”) with Regions Bank. Proceeds from the 2024 Term Loan financing and advances on our $400 Million Revolver were used to repay in full a similar term loan that was scheduled to mature in February 2025.

The 2024 Term Loan has an initial maturity date of February 2027 and can be extended for two 12-month periods by the Company, subject to certain conditions. At June 30, 2026, the 2024 Term Loan was fully funded.

We pay interest on advances at varying rates, based upon, at our option, either daily, 1-, 3-, or 6-month SOFR (subject to a floor of zero basis points), plus an applicable margin between 135 and 235 basis points, depending upon our leverage ratio (as defined in the loan documents) or (ii) the base rate plus a margin ranging between 35 and 135 basis points, depending on our leverage ratio (as defined in the loan documents). We are required to pay other fees, including arrangement and administrative fees.

We are required to comply with various financial and other covenants to maintain borrowings under the 2024 Term Loan.

Amendment to 2024 Term Loan

In September 2024, we executed an amendment to the 2024 Term Loan. Under the amendment, we may elect at our sole discretion that the Unsecured Term Loan Leverage Ratio (as defined in the loan documents) may exceed 60% but shall in no event exceed 65% for such fiscal quarter and the next three succeeding fiscal quarters (the “Unsecured Term Loan Leverage Increase Period”). Once this one-time right has been exercised and after the Unsecured Term Loan Leverage Increase Period expires, the 2024 Term Loan will revert back to the prior Unsecured Term Loan Leverage Ratio pursuant to which the credit availability under the 2024 Term Loan will be limited to the 60% Unsecured Term Loan Leverage Ratio for the remainder of the term of the 2024 Term Loan. We have not yet made the election under the amendment.

$275 Million 2025 Delayed Draw Term Loan

In March 2025, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the loan documentation as a subsidiary guarantor, entered into a $275 million delayed draw term loan (the “2025 Delayed Draw Term Loan”) with Bank of America, N.A., as administrative agent. The 2025 Delayed Draw Term Loan was used to refinance a significant portion of our Convertible Notes which matured in February 2026. The 2025 Delayed Draw Term Loan has an accordion feature which allows the Company to increase the total commitments to $325 million.

The 2025 Delayed Draw Term Loan has an initial maturity date of March 2028 and can be extended for two 12-month periods by the Company, subject to certain conditions, resulting in a fully extended maturity of March 2030. At June 30, 2026, the 2025 Delayed Draw Term Loan was fully funded. Advances under the 2025 Delayed Draw Term Loan bear interest at varying rates based upon, at our option, either (i) daily SOFR or term SOFR, plus a margin ranging from 135 basis points to 235 basis points depending on our leverage ratio, or (ii) the base rate, plus a base rate margin ranging from 35 basis points to 135 basis points, depending on our leverage ratio.

We are also required to pay a fee on the unused portion of the 2025 Delayed Draw Term Loan equal to the undrawn amount multiplied by an annual rate of 0.25% of the average unused amount of the 2025 Delayed Draw Term Loan.

In March 2025, we incurred debt issuance costs related to the 2025 Delayed Draw Term Loan of $4.3 million. The debt issuance costs were recorded as deferred financing costs and included in Deferred charges, net on our Condensed Consolidated Balance Sheet at December 31, 2025. These costs were reclassified as a reduction to the related debt at the time the funds were drawn, which coincided with the repayment of the Convertible Notes at their maturity in February 2026.

Borrowings under the 2025 Delayed Draw Term Loan are limited by the value of the Unencumbered Assets (as defined in the loan agreements).

We are required to comply with various financial and other covenants to maintain borrowings under the 2025 Delayed Draw Term Loan.
Convertible Senior Notes and Capped Call Options

In January 2021, we entered into an underwriting agreement (the “Convertible Notes Offering”) pursuant to which the Company agreed to offer and sell an aggregate of $287.5 million of 1.50% convertible senior notes due in February 2026 (the “Convertible Notes”). The net proceeds from the Convertible Notes Offering, after deducting underwriting discounts and commissions and offering expenses payable by the Company (including net proceeds from the full exercise by the underwriters of their over-allotment option to purchase additional Convertible Notes), were approximately $280 million before consideration of the execution of certain capped call options. These proceeds were used to pay the cost of the capped call options and to partially repay outstanding obligations under our senior credit facility that was replaced by the 2023 Senior Credit Facility and another term loan.

The Convertible Notes matured on February 15, 2026 (the “Maturity Date”). The Company recorded interest expense of $0.5 million and $2.2 million for the six-month periods ended June 30, 2026 and 2025, respectively. The Company incurred debt issuance costs related to the Convertible Notes Offering of $7.6 million, of which $0.4 million was amortized as non-cash interest expense for the three-month period ended June 30, 2025, and $0.2 million and $0.7 million for the six-month periods ended June 30, 2026 and 2025, respectively. Including the amortization of the debt issuance costs, the effective interest rate on the Convertible Notes was approximately 2.00% for the period it was outstanding during the six months ended June 30, 2026, and for the three and six-month periods ended June 30, 2025.

The Convertible Notes were repaid in February 2026 with borrowings on our 2025 Delayed Draw Term Loan and $400 Million Revolver. The Capped Call options expired unexercised.

GIC Joint Venture Credit Facility

In September 2023, Summit JV MR 1, LLC (the “Borrower”), as borrower, and Summit Hospitality JV, LP (the “Parent” or “GIC Joint Venture”), as parent of the Borrower, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a credit facility (the “GIC Joint Venture Credit Facility”) with Bank of America, N.A., as administrative agent and sole initial lender, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The Operating Partnership and the Company are not borrowers or guarantors of the GIC Joint Venture Credit Facility. The GIC Joint Venture Credit Facility is guaranteed by all of the Borrower’s existing and future subsidiaries, subject to certain exceptions.

The GIC Joint Venture Credit Facility is currently comprised of a $125 million revolving credit facility (the “$125 Million Revolver”) and after giving effect to a December 2024 increase to the term loan, a $125 million term loan (the “$125 Million Term Loan”). The GIC Joint Venture Credit Facility has an accordion feature which allows the GIC Joint Venture to further increase the total commitments for aggregate borrowings of up to $500 million.

At June 30, 2026, we had $125 million outstanding under the $125 Million Revolver and the $125 Million Term Loan was fully funded. Both the $125 Million Revolver and the $125 Million Term Loan have an initial maturity date of September 2027, which may be extended by the Borrower for an additional year, subject to certain conditions.

The interest rate on the $125 Million Revolver is based on the higher of (i) daily SOFR or term SOFR, plus a margin of 215 basis points, or, (ii) the base rate, plus a base rate margin of 115 basis points.

The interest rate on the $125 Million Term Loan is based on the higher of (i) daily SOFR or term SOFR, plus a margin of 210 basis points, or, (ii) the base rate, plus a base rate margin of 110 basis points.

In addition, on a quarterly basis, the GIC Joint Venture will be required to pay a fee on the unused portion of the GIC Joint Venture Credit Facility equal to the undrawn amount multiplied by an annual rate of 0.25% of the average unused amount of the GIC Joint Venture Credit Facility. The GIC Joint Venture will also be required to pay other fees, including customary arrangement and administrative fees.

We are required to comply with various financial and other covenants to maintain borrowings under the GIC Joint Venture Credit Facility.
GIC Joint Venture Term Loan

In January and March 2022, the Operating Partnership and the GIC Joint Venture closed on a transaction with NewcrestImage Holdings, LLC, a Delaware limited liability company, and NewcrestImage Holdings II, LLC, a Delaware limited liability company (together, “NewcrestImage”), to acquire a portfolio of 27 lodging properties, two parking structures, and various financial incentives (the “NCI Transaction”). In connection with the NCI Transaction, in January 2022, Summit JV MR 2, LLC, Summit JV MR 3, LLC and Summit NCI NOLA BR 184, LLC (each of which is a subsidiary of the GIC Joint Venture, and are collectively, the “JV Borrowers”), the GIC Joint Venture, as parent guarantor, and each party executing the credit facility documentation as a subsidiary guarantor, entered into a $410 million senior secured term loan facility (the “2022 GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent, to finance a portion of the NCI transaction.

In July 2025, the Term Loan Borrower entered into a $400 million term loan (the “2025 GIC Joint Venture Term Loan”) with Bank of America, N.A., as administrative agent, and a syndicate of lenders to refinance and replace the 2022 GIC Joint Venture Term Loan. As part of the transaction, we incurred costs of $4.7 million, which are recorded as a discount on the related debt on our Condensed Consolidated Balance Sheet at June 30, 2026. These costs and $0.5 million of unamortized debt issuance costs from the 2022 GIC Joint Venture Term Loan will be amortized over the term of the 2025 GIC Joint Venture Term Loan.

The 2025 GIC Joint Venture Term Loan has an accordion feature that permits an increase in the total commitments by up to $200 million, for aggregate potential borrowings of up to $600 million. The 2025 GIC Joint Venture Term Loan will mature in July 2028 and can be extended for two 12-month periods at the option of the GIC Joint Venture, subject to certain conditions. As such, the 2025 GIC Joint Venture Term Loan has a fully extended maturity date of July 2030. At June 30, 2026, we had $383.4 million outstanding on the 2025 GIC Joint Venture Term Loan.

The interest rate on the 2025 GIC Joint Venture Term Loan is based upon, at our option, (i) daily SOFR or Term SOFR (1-month or 3-month) plus a margin of 235 basis points, or (ii) the base rate plus a base rate margin of 135 basis points. We are also required to pay other fees, including customary arrangement and administrative fees.

Neither the Operating Partnership nor the Company are borrowers or guarantors of the 2025 GIC Joint Venture Term Loan. The 2025 GIC Joint Venture Term Loan is guaranteed by the GIC Joint Venture and all of the Term Loan Borrower's existing and future subsidiaries, subject to certain exceptions.

At June 30, 2026, the 2025 GIC Joint Venture Term Loan is secured primarily by a first priority pledge of the Term Loan Borrower's equity interests in the subsidiaries that hold a direct or indirect interest in the remaining 23 lodging properties and two parking facilities purchased in the NCI Transaction that constitute borrowing base assets.

We are required to comply with various financial and other covenants to draw and maintain borrowings under the 2025 GIC Joint Venture Term Loan.

PACE Loan

As part of the NCI Transaction, a subsidiary of the GIC Joint Venture assumed a Property Assessed Clean Energy (“PACE”) loan of approximately $6.5 million. The loan bears fixed interest at 6.10%, has an amortization period of 20 years, and matures in July 2040. The PACE loan is secured by an assessment lien imposed by the County of Tarrant, TX for the benefit of the lender. At June 30, 2026, the outstanding balance of the PACE loan was $5.5 million.

Brickell Mortgage Loan

In June 2022, the Company entered into a joint venture (the “Brickell Joint Venture”) with C-F Brickell, LLC (“C-F Brickell”) to acquire the dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel in Miami, FL (together the “AC/Element Hotel”). The Brickell Joint Venture entered into a $47 million mortgage loan and non-recourse guarantee with City National Bank of Florida to fund a portion of the Initial Purchase Option. In May 2025, the Brickell Joint Venture closed on a $58 million mortgage loan (the “Brickell Mortgage Loan”) with Wells Fargo Bank, N.A., as administrative agent, the proceeds of which were primarily used to repay the $45.4 million outstanding balance of the mortgage loan with City National Bank of Florida that was scheduled to mature in June 2025.
In May 2026, the Brickell Mortgage Loan was amended to reduce the interest rate by 30 basis points from one-month term SOFR plus 260 to one-month term SOFR plus 230 basis points. Payments on the Brickell Mortgage Loan are interest-only during the term of the loan, subject to certain financial requirements. The Brickell Mortgage Loan will mature in May 2028, and can be extended for two 12-month periods at the option of the Brickell Joint Venture, subject to certain conditions, for a fully extended maturity of May 2030.