3. GRANDE LAKES ORLANDO TRANSACTION:

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On September 1, 2026, the Company purchased Grande Lakes Orlando for approximately $1.38 billion. The 409-acre complex includes two hotels, a 1,010-room JW Marriott and a 582-room Ritz-Carlton, and approximately 320,000 square feet of indoor and outdoor meeting and event space. The resort’s amenities include a 40,000-square-foot spa and fitness center, 14 food and beverage outlets, a water experience, and an 18-hole golf course. The Company funded the purchase price with approximately $659.2 million in net proceeds of an underwritten registered public offering of approximately 5.9 million shares of the Company’s common stock (see Note 13, “Equity”), approximately $689 million in net proceeds of a private placement of $700 million aggregate principal amount of 6.25% senior notes due 2035 (see Note 8, “Debt”), and cash on hand. Grande Lakes Orlando assets and operations are reflected in the Company’s Hospitality segment beginning September 1, 2026.

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The Company performed a valuation of the fair value of the acquired assets and liabilities as of September 1, 2026. The valuations of the various components of property and equipment were determined principally based on the cost approach, which uses assumptions regarding replacement values from established indices. The valuation of intangible assets was based on various methods to evaluate the values of advanced bookings previously received for the hotels. The Company considers each of these estimates as Level 3 fair value measurements.

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The Company determined that the acquisition represents an asset acquisition and has capitalized transaction costs and allocated the purchase price to the relative fair values of assets acquired and liabilities assumed, adjusted for working capital adjustments as set forth in the purchase agreement and transaction costs, in the Company’s balance sheet at September 1, 2026 as follows (amounts in thousands):

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