RLJ住房信托 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF1934 For the fiscal year ended December 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF1934For the transition period fromto Commission File Number001-35169 RLJ LODGING TRUST(Exact Name of Registrant as Specified in Its Charter) Maryland27-4706509(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)7373 Wisconsin Avenue, Suite1500Bethesda, Maryland20814(Address of Principal Executive Offices)(Zip Code)(301)280-7777(Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reportingcompany," and "emerging growth company" in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☐Yes☒No The aggregate market value of the 149,149,843 common shares of beneficial interest held by non-affiliates of the Registrant wasapproximately $1,085,810,857 based on the closing price of $7.28 as reported on the New York Stock Exchange for such common shares ofbeneficial interest on June30, 2025. As of February20, 2026, 151,917,505 common shares of beneficial interest of the Registrant, $0.01 par value per share, wereoutstanding. Documents Incorporated by Reference Portions of the Definitive Proxy Statement for our 2026 Annual Meeting of Shareholders are incorporated by reference into PartIIIof this report. We expect to file our proxy statement within 120days after December31, 2025. TABLE OF CONTENTS Item No. PART IItem 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety DisclosuresPART IIItem5.Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecuritiesItem6.ReservedItem7.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART IIIItem10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management an