Moody National REIT II Liquidates Amidst Deepening Losses

TL;DR

**Moody National REIT II is officially winding down, so expect a fire sale and uncertain returns for shareholders.**

AI Summary

Moody National REIT II, Inc. reported a significant net loss of $28.299 million for the nine months ended September 30, 2025, a substantial improvement from the $56.797 million net loss in the same period of 2024. Total hotel revenues decreased to $37.816 million for the nine months ended September 30, 2025, down from $61.589 million in 2024, primarily due to reduced travel impacting hotel operations. The company's assets declined sharply from $321.404 million at December 31, 2024, to $154.679 million at September 30, 2025, largely driven by a decrease in investment in hotel properties from $174.712 million to $40.055 million and real estate assets held for sale from $115.346 million to $96.571 million. A key strategic change is the Board's approval of a Plan of Liquidation on April 15, 2025, which became effective on September 30, 2025, aiming to sell all assets, pay debts, and distribute net proceeds to stockholders. The company recognized a loss on impairment of hotel properties of $21.720 million for the nine months ended September 30, 2025, and a gain on sale of hotel properties of $7.285 million. Total liabilities also decreased significantly from $306.902 million to $168.476 million, with notes payable to related party reducing from $50.000 million to $28.000 million.

Why It Matters

This filing signals the end of Moody National REIT II, Inc. as a going concern, shifting focus entirely to asset disposition. For investors, the primary concern is the timing and amount of liquidating distributions, which are highly uncertain and could be less than estimated due to potential underestimation of liabilities or market fluctuations. Employees face job insecurity as properties are sold off. Customers of the remaining nine hotel properties may experience service changes or property sales. The broader market sees another casualty of the challenging hotel real estate environment, exacerbated by the lingering effects of the COVID-19 pandemic, potentially impacting valuations for similar REITs and hotel assets.

Risk Assessment

Risk Level: high — The company has adopted a Plan of Liquidation, indicating severe financial distress and an inability to continue as a going concern. The net liabilities in liquidation are $(14.100) million as of September 30, 2025, and the company reported a net loss of $(28.299) million for the nine months ended September 30, 2025. There is no assurance that liquidating distributions will equal or exceed the estimated net liabilities, and the timing and amount are highly unpredictable.

Analyst Insight

Investors should closely monitor the progress of asset sales and debt repayment, understanding that the ultimate recovery for stockholders is uncertain and potentially below initial investment. Consider this a distressed asset play with significant downside risk. New investors should avoid, as the company is in liquidation.

Financial Highlights

debt To Equity

N/A

revenue

$37,816,000

operating Margin

N/A

total Assets

$154,679,000

total Debt

$168,476,000

net Income

$-28,299,000

eps

$-2.03

gross Margin

N/A

cash Position

$16,347,000

revenue Growth

-38.6%

Revenue Breakdown

Key Numbers

• $28.299M — Net Loss (For the nine months ended September 30, 2025, an improvement from $56.797M in 2024.)
• $14.100M — Net Liabilities in Liquidation (As of September 30, 2025, indicating a deficit under liquidation basis.)
• $154.679M — Total Assets (As of September 30, 2025, a significant decrease from $321.404M at December 31, 2024.)
• $168.476M — Total Liabilities (As of September 30, 2025, down from $306.902M at December 31, 2024.)
• $21.720M — Loss on Impairment (Of hotel properties for the nine months ended September 30, 2025.)
• $7.285M — Gain on Sale (Of hotel properties for the nine months ended September 30, 2025.)
• 9 — Hotel Properties (Number of properties owned as of September 30, 2025, comprising 1,210 rooms.)
• 13,640,429 — Common Shares Outstanding (As of November 8, 2025, across Class A, I, and T common stock.)
• 24 months — Liquidation Timeline (Period within which liquidating distributions must be paid to qualify for REIT dividends paid deduction.)
• $119.702M — Notes Payable (As of September 30, 2025, reduced from $218.764M at December 31, 2024.)

Key Players & Entities

• Moody National REIT II, Inc. (company) — Registrant and company undergoing liquidation
• Moody National REIT Sponsor, LLC (company) — Initial capital provider and affiliate of the Advisor
• Moody National Advisor II, LLC (company) — The company's advisor, responsible for day-to-day management
• Securities and Exchange Commission (regulator) — Declared the company's registration statement effective
• Board of Directors (person) — Unanimously approved the Plan of Liquidation
• $28.299 million (dollar_amount) — Net loss for the nine months ended September 30, 2025
• $56.797 million (dollar_amount) — Net loss for the nine months ended September 30, 2024
• $14.100 million (dollar_amount) — Net liabilities in liquidation as of September 30, 2025
• $21.720 million (dollar_amount) — Loss on impairment of hotel properties for the nine months ended September 30, 2025
• $7.285 million (dollar_amount) — Gain on sale of hotel properties for the nine months ended September 30, 2025

FAQ

Risk Factors

• Liquidation Plan Uncertainty [high — financial]: The company is undergoing a Plan of Liquidation approved on April 15, 2025, and effective September 30, 2025. The success and timing of asset sales, debt repayment, and distribution of net proceeds to stockholders are subject to market conditions and potential delays, impacting the final recovery for investors.
• Significant Asset and Liability Reduction [high — financial]: Total assets have decreased from $321.404 million at December 31, 2024, to $154.679 million at September 30, 2025, primarily due to a sharp decline in investment in hotel properties ($174.712M to $40.055M) and real estate assets held for sale ($115.346M to $96.571M). Total liabilities also fell from $306.902 million to $168.476 million.
• Impairment Charges [high — financial]: The company recognized a significant loss on impairment of hotel properties of $21.720 million for the nine months ended September 30, 2025. This indicates a substantial decline in the carrying value of its hotel assets.
• Reduced Travel Impact [medium — market]: Total hotel revenues decreased to $37.816 million for the nine months ended September 30, 2025, down from $61.589 million in the same period of 2024. This decline is attributed to reduced travel impacting hotel operations, a trend that could persist.
• Net Liabilities in Liquidation [high — financial]: As of September 30, 2025, the company has net liabilities in liquidation of $14.100 million. This deficit suggests that the total liabilities exceed the total assets on a liquidation basis, posing a risk to stockholder recovery.
• Related Party Debt Reduction [medium — financial]: Notes payable to related party decreased from $50.000 million at December 31, 2024, to $28.000 million at September 30, 2025. While this reduces related party exposure, the remaining balance still represents a significant obligation.
• Declining Cash Position [medium — financial]: Cash and cash equivalents and restricted cash decreased from $29.191 million at the beginning of the nine-month period to $16.347 million at September 30, 2025. This reduction in liquidity could impact the company's ability to manage ongoing expenses during the liquidation process.
• REIT Qualification for Distributions [low — regulatory]: The company has a liquidation timeline of 24 months within which liquidating distributions must be paid to qualify for the REIT dividends paid deduction. Failure to meet this timeline could have tax implications for the company and its stockholders.

Industry Context

The hotel real estate sector is sensitive to economic cycles and travel trends. Moody National REIT II, Inc. operates within this environment, which has been impacted by reduced travel. The company's strategic decision to liquidate suggests challenges in maintaining profitability or achieving growth objectives in the current market.

Regulatory Implications

As a REIT, the company must adhere to specific distribution requirements to maintain its tax status. The 24-month window for liquidating distributions is a critical regulatory consideration during its wind-down phase. Failure to comply could result in adverse tax consequences.

What Investors Should Do

1. Monitor the progress and timing of asset sales under the Plan of Liquidation to assess the likelihood of recovering invested capital.
2. Analyze the net realizable value of remaining assets and compare it to outstanding liabilities to understand the potential for any residual distribution to shareholders.
3. Evaluate the company's ability to meet the 24-month timeline for liquidating distributions to preserve potential REIT tax benefits.
4. Understand that the company is no longer a going concern, and all financial metrics reflect a winding-down process, not ongoing operational performance.

Key Dates

• 2025-04-15: Board Approval of Plan of Liquidation — Marks the formal decision to wind down the company's operations and sell assets.
• 2025-09-30: Plan of Liquidation Effective Date — The company officially commenced its liquidation process, shifting to a liquidation basis of accounting.
• 2025-09-30: Consolidated Statement of Net Liabilities (Liquidation Basis) — Reports net liabilities of $14.100 million, indicating a deficit under liquidation.
• 2025-09-30: Consolidated Balance Sheets (Going Concern Basis) — Shows total assets of $154.679 million and total liabilities of $168.476 million.
• 2025-09-30: Consolidated Statements of Operations — Reports a net loss of $28.299 million for the nine months ended this date.
• 2025-11-08: Common Shares Outstanding — 13,640,429 shares outstanding across Class A, I, and T common stock.

Glossary

Plan of Liquidation

A formal plan approved by the company's board of directors to cease operations, sell all assets, pay off liabilities, and distribute any remaining proceeds to shareholders. (This is the core strategic event for Moody National REIT II, Inc., dictating its current and future financial activities.)

Liquidation Basis of Accounting

A method of accounting used when a company is expected to liquidate, where assets are valued at their estimated net realizable value and liabilities are recognized at their settlement amounts. (The company has adopted this basis as of September 30, 2025, reflecting the shift from a going concern to a winding-down entity.)

Real Estate Assets Held for Sale

Properties that a company intends to sell in the near future, which are reported at the lower of their carrying amount or fair value less costs to sell. (A significant portion of the company's asset reduction is due to these assets, indicating active efforts to divest properties.)

Loss on Impairment of Hotel Properties

A charge taken when the carrying value of a property exceeds its recoverable amount, reflecting a permanent decline in its value. (The $21.720 million impairment charge highlights a significant decrease in the value of the company's hotel assets.)

Gain on Sale of Hotel Properties

The profit realized when a hotel property is sold for more than its carrying value. (The company recognized a $7.285 million gain, indicating successful sales of some assets during the liquidation process.)

Notes Payable to Related Party

Debt owed by the company to entities or individuals that have a close relationship with the company, such as its sponsor or management. (The reduction of this debt from $50 million to $28 million is a key aspect of the company's deleveraging efforts.)

Net Liabilities in Liquidation

The total liabilities of a company on a liquidation basis that exceed its total assets, indicating a deficit for shareholders. (The company reports $14.100 million in net liabilities in liquidation as of September 30, 2025, signifying a negative equity position.)

REIT Dividends Paid Deduction

A tax deduction available to Real Estate Investment Trusts (REITs) for dividends paid to shareholders, which helps avoid corporate income tax. (The 24-month timeline for liquidating distributions is critical for maintaining REIT status and associated tax benefits during the wind-down.)

Year-Over-Year Comparison

Compared to the nine months ended September 30, 2024, Moody National REIT II, Inc. has significantly reduced its net loss from $56.797 million to $28.299 million. Total hotel revenues also saw a substantial decrease from $61.589 million to $37.816 million, reflecting the impact of reduced travel. The company's balance sheet has been drastically reshaped, with total assets falling from $321.404 million to $154.679 million and total liabilities decreasing from $306.902 million to $168.476 million, driven by the ongoing liquidation process.

Filing Documents

• mnrtii-10q_093025.htm (10-Q) — 1141KB
• ex31-1.htm (EX-31.1) — 9KB
• ex31-2.htm (EX-31.2) — 9KB
• ex32-1.htm (EX-32.1) — 5KB
• ex32-2.htm (EX-32.2) — 5KB
• ex10-1.htm (EX-10.1) — 245KB
• ex10-2.htm (EX-10.2) — 230KB
• ex10-3.htm (EX-10.3) — 241KB
• 0001999371-25-017888.txt ( ) — 7768KB
• mnrtii-20250930.xsd (EX-101.SCH) — 69KB
• mnrtii-20250930_cal.xml (EX-101.CAL) — 93KB
• mnrtii-20250930_def.xml (EX-101.DEF) — 231KB
• mnrtii-20250930_lab.xml (EX-101.LAB) — 420KB
• mnrtii-20250930_pre.xml (EX-101.PRE) — 345KB
• mnrtii-10q_093025_htm.xml (XML) — 1082KB

— FINANCIAL INFORMATION

PART I — FINANCIAL INFORMATION Item 1.

Financial Statements (Unaudited)

Financial Statements (Unaudited) Consolidated Statement of Net Liabilities as of September 30, 2025 (Liquidation Basis) 3 Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Going Concern Basis) 4 Consolidated Statement of Changes in Net Liabilities for the period ended September 30, 2025 (Liquidation Basis) 5 Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Going Concern Basis) 6 Consolidated Statements of Changes in Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 (Going Concern Basis) 7 Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 8 Notes to Unaudited Consolidated Financial Statements 9 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 29 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 45 Item 4.

Controls and Procedures

Controls and Procedures 45

— OTHER INFORMATION

PART II — OTHER INFORMATION 50 Item 1.

Legal Proceedings

Legal Proceedings 47 Item 1A.

Risk Factors

Risk Factors 47 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities 51 Item 3. Defaults Upon Senior Securities 51 Item 4. Mine Safety Disclosures 51 Item 5. Other Information 51 Item 6. Exhibits 51

— FINANCIAL INFORMATION

PART I — FINANCIAL INFORMATION

FINANCIAL STATEMENTS (Unaudited)

ITEM 1. FINANCIAL STATEMENTS (Unaudited) MOODY NATIONAL REIT II, INC. CONSOLIDATED STATEMENT OF NET LIABILITIES ( Liquidation Basis ) (in thousands) (unaudited) September 30, 2025 ASSETS Investment in hotel properties $ 145,426 Cash, cash equivalents and restricted cash 16,347 Accounts receivable 723 Total Assets $ 162,496 LIABILITIES Liabilities for estimated costs in excess of receipts during liquidation $ 7,723 Notes payable 120,169 Notes payable to related party 28,000 Accounts payable and accrued expenses 7,582 Due to related parties 13,122 Total Liabilities 176,596 Commitments and contingencies — Net Liabilities in Liquidation: $ ( 14,100 ) See accompanying notes to unaudited consolidated

financial statements

financial statements. 3 MOODY NATIONAL REIT II, INC. CONSOLIDATED BALANCE SHEETS (Going Concern Basis) (in thousands, except per share amounts) September 30, December 31, 2025 2024 (unaudited) (audited) ASSETS Investment in hotel properties, net $ 40,055 $ 174,712 Real estate assets held for sale 96,571 115,346 Cash and cash equivalents 6,215 9,305 Restricted cash 10,132 19,886 Accounts receivable, net of allowance of $ 23 and $ 34 as of September 30, 2025 and December 31, 2024 723 744 Prepaid expenses and other assets 746 932 Deferred franchise costs, net of accumulated amortization of $ 405 and $ 567 at September 30, 2025 and December 31, 2024, respectively 237 479 Total Assets $ 154,679 $ 321,404 LIABILITIES AND EQUITY Liabilities: Notes payable, net of unamortized debt issuance costs of $ 467 and $ 702 as of September 30, 2025 and December 31, 2024 $ 119,702 $ 218,764 Notes payable to related party 28,000 50,000 Accounts payable and accrued expenses 7,582 14,855 Due to related parties, net 13,122 23,213 Dividends payable 70 70 Total Liabilities 168,476 306,902 Special Limited Partnership Interests 1 1 Equity: Stockholders' (deficit) equity: Preferred stock, $ 0.01 par value per share; 100,000 shares authorized; no shares issued and outstanding — — Common stock, $ 0.01 par value per share; 1,000,000 shares authorized, 13,640 shares issued and outstanding at September 30, 2025 and December 31, 2024 136 136 Additional paid-in capital 305,641 305,641 Accumulated deficit ( 318,547 ) ( 290,890 ) Total stockholders' (deficit) equity ( 12,770 ) 14,887 Noncontrolling interests deficit in Operating Partnership ( 1,028 ) ( 386 ) Total (Deficit) Equity ( 13,798 ) 14,501 Total Liabilities and Equity $ 154,679 $ 321,404 See accompanying notes to unaudited consolidated

financial statements

financial statements. 4 MOODY NATIONAL REIT II, INC. CONSOLIDATED STATEMENT OF CHANGES IN NET LIABILITIES ( Liquidation Basis ) (in thousands) (unaudited) Period ended September 30, 2025 Net liabilities in liquidation, beginning of period $ ( 14,100 ) Change in net liabilities in liquidation — Net liabilities in liquidation, end of period $ ( 14,100 ) See accompanying notes to unaudited consolidated

financial statements

financial statements. 5 MOODY NATIONAL REIT II, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Going Concern Basis) (in thousands, except per share amounts) (unaudited) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Revenues Room revenues $ 10,527 $ 19,421 $ 35,690 $ 57,666 Other hotel revenues 482 1,240 2,126 3,923 Total hotel revenues 11,009 20,661 37,816 61,589 Expenses Hotel operating expenses 7,778 14,540 26,414 41,653 Property taxes, insurance and other 1,129 1,822 3,878 5,359 Depreciation and amortization 1,415 3,986 5,425 12,044 Corporate general and administrative 962 1,594 4,211 5,210 Loss on impairment of hotel properties 14,720 18,000 21,720 39,833 Total expenses 26,004 39,942 61,648 104,099 Operating loss ( 14,995 ) ( 19,281 ) ( 23,832 ) ( 42,510 ) Other expenses (income) Interest expense and amortization of debt issuance costs 2,883 4,776 11,526 14,161 Gain on sale of hotel properties — — ( 7,285 ) — Total other expenses 2,883 4,776 4,241 14,161 Loss before income taxes ( 17,878 ) ( 24,057 ) ( 28,073 ) ( 56,671 ) Income tax (benefit) expense ( 12 ) 30 226 126 Net loss ( 17,866 ) ( 24,087 ) ( 28,299 ) ( 56,797 ) Loss attributable to noncontrolling interests in Operating Partnership 405 545 642 1,286 Net loss attributable to common stockholders $ ( 17,461 ) $ ( 23,542 ) $ ( 27,657 ) $ ( 55,511 ) Per-share information – basic and diluted: Net loss attributable to common stockholders $ ( 1.28 ) $ ( 1.73 ) $ ( 2.03 ) $ ( 4.07 ) Weighted average common shares outstanding 13,640 13,640 13,640 13,640 See accompanying notes to unaudited consolidated

financial statements

financial statements. 6 MOODY NATIONAL REIT II, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) Three and nine months ended September 30, 2025 and 2024 (Going Concern Basis) (in thousands) (unaudited) Preferred Stock Common Stock Noncontrolling Interests in Operating Partnership Number of Shares Par Value Number of Shares Par Value Additional Paid-In Capital Accumulated Deficit Number of Units Value Total Equity (Deficit) Balance at June 30, 2024 — $ — 13,640 $ 136 $ 305,641 $ ( 225,216 ) 316 $ 1,135 $ 81,696 Net loss — — — — — ( 23,542 ) — ( 545 ) ( 24,087 ) Balance at September 30, 2024 — $ — 13,640 $ 136 $ 305,641 $ ( 248,758 ) 316 $ 590 $ 57,609 Balance at June 30, 2025 — $ — 13,640 $ 136 $ 305,641 $ ( 301,086 ) 316 $ ( 623 ) $ 4,068 Net loss — — — — — ( 17,461 ) — ( 405 ) ( 17,866 ) Balance at September 30, 2025 — $ — 13,640 $ 136 $ 305,641 $ ( 318,547 ) 316 $ ( 1,028 ) $ ( 13,798 ) Balance at December 31, 2023 — $ — 13,640 $ 136 $ 305,641 $ ( 193,247 ) 316 $ 1,876 $ 114,406 Net loss — — — — — ( 55,511 ) — ( 1,286 ) ( 56,797 ) Balance at September 30, 2024 — $ — 13,640 $ 136 $ 305,641 $ ( 248,758 ) 316 $ 590 $ 57,609 Balance at December 31, 2024 — $ — 13,640 $ 136 $ 305,641 $ ( 290,890 ) 316 $ ( 386 ) $ 14,501 Net loss — — — — — ( 27,657 ) — ( 642 ) ( 28,299 ) Balance at September 30, 2025 — $ — 13,640 $ 136 $ 305,641 $ ( 318,547 ) 316 $ ( 1,028 ) $ ( 13,798 ) See accompanying notes to unaudited consolidated

financial statements

financial statements. 7 MOODY NATIONAL REIT II, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Going Concern Basis) (in thousands) (unaudited) Nine months ended September 30, 2025 2024 Cash flows from operating activities Net loss $ ( 28,299 ) $ ( 56,797 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 5,425 12,044 Amortization of debt issuance costs 235 424 Loss on impairment of hotel properties 21,720 39,833 Gain on sale of hotel properties ( 7,285 ) — Changes in operating assets and liabilities: Accounts receivable 21 ( 219 ) Prepaid expenses and other assets 186 ( 6 ) Accounts payable and accrued expenses ( 7,273 ) 1,796 Due to related parties ( 10,091 ) 3,733 Net cash (used in) provided by operating activities ( 25,361 ) 808 Cash flows from investing activities Proceeds from sale of hotel properties 121,750 — Improvements and additions to hotel properties ( 673 ) ( 1,167 ) Payment of hotel property selling costs ( 3,108 ) — Net cash provided by (used in) investing activities 117,969 ( 1,167 ) Cash flows from financing activities Repayment of notes payable ( 83,452 ) ( 3,850 ) Proceeds of notes payable to related party — 10,000 Repayment of notes payable to related party ( 22,000 ) — Payment of debt issuance costs — ( 115 ) Net cash (used in) provided by financing activities ( 105,452 ) 6,035 Net change in cash and cash equivalents and restricted cash ( 12,844 ) 5,676 Cash and cash equivalents and restricted cash at beginning of period 29,191 25,064 Cash and cash equivalents and restricted cash at end of period $ 16,347 $ 30,740 Supplemental Disclosure of Cash Flow Activity Cash paid for interest $ 13,867 $ 8,280 Cash paid for income taxes $ 132 $ — Supplemental Disclosure of Non-Cash Investing Activity Non-cash proceeds from foreclosure of hotel property $ 15,844 $ —

financial statements

financial statements. 8 MOODY NATIONAL REIT II, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 (unaudited) 1. Organization As discussed in Note 7, "Equity," Moody National REIT II, Inc. (the "Company") was initially capitalized by Moody National REIT Sponsor, LLC (the "Sponsor"). The Company's fiscal year end is December 31. As of September 30, 2025, the Company owned interests in nine hotel properties located in five states comprising a total of 1,210 rooms. For more information on the Company's real estate investments, see Note 5, "Investment in Hotel Properties, Real Estate Assets Held for Sale, and Dispositions." On January 20, 2015, the Securities and Exchange Commission (the "SEC") declared the Company's registration statement on Form S-11 effective, and the Company commenced its initial public offering of up to $ 1.1 billion in shares of common stock consisting of up to $ 1.0 billion in shares of the Company's common stock offered to the public, and up to $ 100.0 million in shares offered to the Company's stockholders pursuant to its distribution reinvestment plan (the "DRP"). On June 26, 2017, the Company reallocated the Company's shares of common stock as Class A common stock, $ 0.01 par value per share ("Class A Shares"), Class D common stock, $ 0.01 par value per share ("Class D Shares"), Class I common stock, $ 0.01 par value per share ("Class I Shares"), and Class T common stock, $ 0.01 par value per share ("Class T Shares" and, together with the Class A Shares, the Class D Shares and the Class I Shares, the "Shares"). On January 16, 2018, the Advisor (as defined below) assumed responsibility for the payment of all selling commissions, dealer manager fees and stockholder servicing fees paid in connection with the Company's public offering; provided, however , that the Advisor intended to recoup the selling commissions, dealer manager fees and stockholder servicing fees that it funds through an increased acquisition fee, or "Contingent Advisor Payment," as described in Note 8

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