Pebblebrook Hotel Trust Files 8-K: Agreements & Equity Sales

TL;DR

Pebblebrook Hotel Trust signed a new deal and sold some stock on Sept 16th.

AI Summary

Pebblebrook Hotel Trust entered into a material definitive agreement on September 16, 2025, related to financial obligations. The filing also disclosed unregistered sales of equity securities and included a Regulation FD disclosure. Specific details regarding the agreement and sales are not fully elaborated in the provided text.

Why It Matters

This filing indicates potential new financial commitments or changes in the company's capital structure, which could impact its financial health and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and unregistered sales of equity, which can introduce financial risks or signal changes in the company's strategy.

Key Players & Entities

• Pebblebrook Hotel Trust (company) — Registrant
• September 16, 2025 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Shares, $0.01 par value per share PEB New York Stock
• $400.0 million — ch the Company agreed to offer and sell $400.0 million aggregate principal amount of its 1.625
• $50.0 million — e 2030 (the "2030 Notes"), inclusive of $50.0 million aggregate principal amount of the 2030
• $389.7 m — ny from the Offering were approximately $389.7 million, after deducting the Initial Purc
• $4.1 million — e Offering, together with approximately $4.1 million of cash on hand, to repurchase approxim
• $11 — filiates, at a price per share equal to $11.56, which was the last reported sales p
• $1,000 — 2030 Notes is 62.9129 Common Shares per $1,000 principal amount of 2030 Notes, which i
• $15.89 — itial conversion price of approximately $15.89 per share, reflecting a premium of appr
• $20 — Capped Call Transactions was initially $20.23, which reflects a premium of 75% ove

Filing Documents

• peb-20250916.htm (8-K) — 56KB
• a091625convertsex11.htm (EX-1.1) — 217KB
• a091625convertsex41.htm (EX-4.1) — 774KB
• a091625convertsex991prlaun.htm (EX-99.1) — 19KB
• a091625convertsex992prpric.htm (EX-99.2) — 21KB
• a091625convertsex993prclos.htm (EX-99.3) — 12KB
• a091625convertsex994confirm.htm (EX-99.4) — 248KB
• peblogowopb.jpg (GRAPHIC) — 3KB
• peblogowopba.jpg (GRAPHIC) — 3KB
• peblogowopbb.jpg (GRAPHIC) — 3KB
• peblogowpb.jpg (GRAPHIC) — 10KB
• peblogowpba.jpg (GRAPHIC) — 10KB
• peblogowpbb.jpg (GRAPHIC) — 10KB
• 0001474098-25-000129.txt ( ) — 1788KB
• peb-20250916.xsd (EX-101.SCH) — 3KB
• peb-20250916_def.xml (EX-101.DEF) — 17KB
• peb-20250916_lab.xml (EX-101.LAB) — 31KB
• peb-20250916_pre.xml (EX-101.PRE) — 18KB
• peb-20250916_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Private Offering of 1.625% Convertible Senior Notes due 2030 On September 16, 2025, Pebblebrook Hotel Trust (the "Company") and Pebblebrook Hotel, L.P. (the "Operating Partnership") entered into a purchase agreement (the "Purchase Agreement") with the representative of the several initial purchasers named therein (the "Initial Purchasers") pursuant to which the Company agreed to offer and sell $400.0 million aggregate principal amount of its 1.625% Convertible Senior Notes due 2030 (the "2030 Notes"), inclusive of $50.0 million aggregate principal amount of the 2030 Notes that were subject to the Initial Purchasers' option (which has been exercised in full) to purchase additional 2030 Notes solely to cover over-allotments, if any. We refer to this offer and sale of $400.0 million aggregate principal amount of 2030 Notes as the "Offering." On September 18, 2025, the Offering closed. The net proceeds to the Company from the Offering were approximately $389.7 million, after deducting the Initial Purchasers' discounts and estimated expenses payable by the Company. The Company used the net proceeds from the Offering, together with approximately $4.1 million of cash on hand, to repurchase approximately $400.0 million aggregate principal amount of its outstanding 1.75% Convertible Senior Notes due 2026 (the "2026 Notes") in private transactions separately and individually negotiated with certain holders of the 2026 Notes. The Company also repurchased from such holders approximately 4.3 million of the Company's common shares of beneficial interest, $0.01 par value per share (the "Common Shares"), pursuant to its existing common share repurchase program in privately negotiated transactions effected with or through one of the Initial Purchasers or one or more of their affiliates, at a price per share equal to $11.56, which was the last reported sales price per Common Share on the New York Stock Exchange (the "NYSE") o

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth under Item 1.01 of this report relating to the Offering, the 2030 Notes and the Indenture is hereby incorporated by reference into this Item 3.02. Pursuant to the Indenture, a maximum of 25,165,160 Common Shares may be issued upon conversion of the 2030 Notes based on the maximum conversion rate, which is subject to customary anti-dilution adjustment provisions. Pursuant to Section 3(a)(9) of the Act, the issuance of any Common Shares upon conversion of the 2030 Notes will be exempt from registration under the Act.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 16, 2025, the Company issued a press release announcing the launch of the Offering. On September 17, 2025, the Company issued a press release announcing the pricing of the Offering. On September 19, 2025, the Company issued a press release announcing the closing of the Offering. Copies of these press releases are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 7.01.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1* Purchase Agreement, dated September 16, 2025, among the Company, the Operating Partnership and Raymond James & Associates, Inc., as representative of the several initial purchasers named therein. 4. 1* Second Supplemental Indenture, dated September 18, 2025, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. 4.2 Indenture, dated December 15, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 16, 2020 (File No. 001-34571)). 4. 3 Form of 1.625% Convertible Senior Notes Due 2030 of the Company (attached as Exhibit A to the Second Supplemental Indenture filed as Exhibit 4.1 hereto). 99. 1* Press release, issued September 16, 2025, regarding the launch of the Offering. 99. 2* Press release, issued September 17, 2025, regarding the pricing of the Offering. 99. 3* Press release, issued September 19, 2025, regarding the closing of the Offering. 99.4* Form of Capped Call Transaction Confirmation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PEBBLEBROOK HOTEL TRUST September 22, 2025 By: /s/ Raymond D. Martz Name: Raymond D. Martz Title: Co-President, Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR