DRH

DiamondRock Hospitality Co

NASDAQ · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS

13.91

−0.03 −0.22%

USD · close Oct 27

A free account adds a watchlist, alerts when insiders, Congress or short sellers move on your tickers, and a morning brief. Sign up

Work order

WATCH · shorts 54

Insiders, 90 days

no open-market filings in 90 days

Congress, 90 days

0 / 0

no disclosures naming it

Big money

0 / 15

none of the tracked funds disclose it

Calls on record

nobody we score has called it yet

MKT CAP $2.8BP/E 19.3DIV YIELD —FCF YIELD 5.74%REV TTM $1.1B +1.0%NET INCOME $153.7M +126.4%NET DEBT $993.1M52W 7.72 – 13.94SEC XBRL · TTM TO Invalid Date

How DRH rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

37%

of sentences unchanged

Added

181

new sentences

Dropped

271

sentences removed

Length

−2,953

words, now 15,412

New in FY2025

As of December 31, 2025, we employed 35 full-time employees and did not have any part-time employees .
All employees involved in the day-to-day operation of our hotels are employed by third-party management companies engaged pursuant to hotel management agreements.
In addition, we carry earthquake, pollution and terrorism insurance on our properties in an amount and with deductibles which we believe are commercially reasonable.
Most of our hotel management agreeme nts and our credit agreement requ ire that we obtain and maintain property insurance, business interruption insurance, flood insurance, earthquake insurance (if the hotel is located in an “earthquake prone zone” as determined by the U.S.
We comply with -11- all such requirements.
We may incur losses, including material losses, due to uninsured risks, deductibles, or losses that exceed our coverage limits.
New Tax Legislation In July 2025, certain changes to U.S. tax law were enacted that impact us and our stockholders.
Among other changes, this legislation (i) permanently extends the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Code, (ii) increases the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization, and depletion from the definition of “adjusted taxable income” (i.e., based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.
Available Information We maintain a website at the following address: www.drhc.com.
Copies of our charter, our bylaws, our Code of Business Conduct and Ethics and our SEC reports are also available in print to stockholders upon request addressed to Investor Relations, DiamondRock Hospitality Company, 7373 Wisconsin Avenue, Suite 1900, Bethesda, Maryland 20814 or through the “Information Request” section on the Investor Relations page of our website.
You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 4. -12- Risks Related to Our Business and Operations Our business model, especially our concentration in premium full-service hotels, can be highly volatile.
We own hotels, which may be a more volatile asset class than those owned by other REITs.
Our TRS lessees, on the other hand, engage a hotel manager pursuant to a management agreement and pay the manager a fee for managing the hotel.
The TRS lessee receives all of the operating profit or losses at the hotel rather than predictable rent.
Most hotel guests stay at the hotel for only a few nights, so the rate and occupancy at each of our hotels changes every day.
In addition to fluctuations related to our business model, our hotels are, and will continue to be, subject to various long-term operating risks common to the hotel industry, many of which are beyond our control, including: • dependence on business travelers and tourism, both of which vary with consumer and business confidence in the strength of the economy; • decreases in the frequency of business travel that may result from alternatives to in-person meetings and a sustained increase in hybrid or remote work arrangements; • decreases in tourism due to geopolitical pressures; • competition from other hotels and alternative lodging channels located in the markets in which we own properties; • competition from third-party internet travel intermediaries; • an over-supply or over-building of hotels in the markets in which we own properties, which could adversely affect occupancy rates, revenues and profits at our hotels; • increases in energy and transportation costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business travelers and tourists; • increases in operating costs due to inflation and other factors that may not be offset by increased room rates; and • changes in laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance.
Given that our hotels are concentrated in major urban markets and destination resort locations in the U.S., our business may be particularly sensitive to changes in foreign exchange rates, elevated interest rates or a negative international perception of the U.S. arising from its political or other positions.
Other macroeconomic factors, such as consumer confidence and conditions which negatively shape public perception of travel, including travel-related disruptions or incidents and their impact on travel, may have a negative effect on the lodging industry and may adversely impact our revenues and profitability.
Our hotels are subject to significant competition. -13- The lodging industry is highly competitive.
Our principal competitors are other owners and investors in upper upscale, full-service hotels, including other lodging REITs, as well as major hospitality chains with well-established and recognized brands.
Our hotels face competition for individual guests, group reservations and conference business.
We also compete against smaller hotel chains and independent and local hotel owners and operators.
Additionally, we face competition from peer-to-peer inventory sources that allow travelers to stay at homes and apartments booked directly from owners.
New hotels may be constructed, and these additions create new competitors, in some cases without corresponding increases in demand for hotel rooms.
A material increase in the supply of new hotel rooms to a market can quickly destabilize that market and existing hotels can experience rapidly decreasing RevPAR and profitability.
If such over-building occurs in one or more of the markets where our hotels are located, our business, financial condition, results of operations and our ability to make distributions to our stockholders may be materially adversely affected.
The increase in the use of third-party internet travel intermediaries and the increase in alternative lodging channels, such as Airbnb, could adversely affect our profitability.
Many of our managers and franchisors contract with third-party internet travel intermediaries, including, but not limited to, Expedia.com and Priceline.com, to sell rooms to leisure travelers, as well as for corporate and group travel.
These internet intermediaries are generally paid commissions and transaction fees before such sales.
If bookings through these intermediaries increase, these internet intermediaries may be able to negotiate higher commissions, reduced room rates or other contract concessions.
An increase in hotel reservations made through these companies, including those that deploy artificial intelligence or automated recommendation tools, such as Google, Apple, Amazon or Meta, may reduce the value of our franchise brands, which may negatively affect our average rates and revenues.
Search engines (including generative AI search) and peer-to-peer inventory sources also provide online travel services that compete with our hotels.
If bookings shift to higher cost distribution channels, including these internet travel intermediaries, it could materially impact our profitability.
Increasing use of these alternative facilities and Internet travel intermediaries could materially and adversely affect the occupancy at our hotels and could put downward pressure on average rates and revenues.
The increased use of video conferencing technology by businesses has resulted in decreased business travel as companies have leveraged the use of technologies that allow multiple parties from different locations to participate in virtual meetings without traveling to a centralized meeting location, such as our hotels.
To the extent that such technologies, or new technologies, continue to play a role in day-to-day business interactions and the necessity for business-related travel decreases, demand for hotel rooms may decrease, which may have a material adverse effect on our hotels, our results of operations and our financial condition.
Investments in hotels are illiquid and we may not be able to respond in a timely fashion to adverse changes in the performance of our properties. -14- Because real estate investments are relatively illiquid, our ability to promptly sell one or more hotel properties or investments in our portfolio in response to changing economic, financial and investment conditions may be limited.
These factors and any others that would impede our ability to respond to adverse changes in the performance of our hotel properties could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to our stockholders.
Due to restrictions in our hotel management agreements, franchise agreements, mortgage agreements, if any, and ground leases, we may not be able to sell our hotels at the highest possible price, or at all.
The majority of our hotel management agreements are terminable at our option.

and 141 more.

Gone since FY2024

As of December 31, 2024, we employed 34 full-time employees and did not have any part-time employees .
During 2024, all employees involved in the day-to-day operation of our hotels were employed by third-party management companies engaged pursuant to hotel management agreements.
In addition, we carry earthquake and terrorism insurance on our properties in an amount and with deductibles which we believe are commercially reasonable.
Most of our hotel management agreements and mortgage agreements require that we obtain and maintain property insurance, business interruption insurance, flood insurance, earthquake insurance (if the hotel is located in an “earthquake prone zone” as determined by the U.S.
We may incur losses, including material losses, due to uninsured risks, deductibles, or losses that exceed our coverage limits. -11- Available Information We maintain a website at the following address: www.drhc.com.
Copies of our charter, our bylaws, our Code of Business Conduct and Ethics and our SEC reports are also available in print to stockholders upon request addressed to Investor Relations, DiamondRock Hospitality Company, 2 Bethesda Metro Center, Suite 1400, Bethesda, Maryland 20814 or through the “Information Request” section on the Investor Relations page of our website.
You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page 4.
Risks Related to Our Business and Operations Our business model, especially our concentration in premium full-service hotels, can be highly volatile.
We solely own hotels, a very different asset class from many other REITs.
Our TRS lessees, on the other hand, do not enter into leases with hotel managers.
Instead, the TRS lessee engages the hotel manager pursuant to a management agreement and pays the manager a fee for managing the hotel.
The TRS lessee receives all of the operating profit or losses at the hotel.
Moreover, virtually all hotel guests stay at the hotel for only a few nights, so the rate and occupancy at each of our hotels changes every day.
In addition to fluctuations related to our business model, our hotels are, and will continue to be, subject to various long-term operating risks common to the hotel industry, many of which are beyond our control, including: -12- • dependence on business and commercial travelers and tourism, both of which vary with consumer and business confidence in the strength of the economy; • decreases in the frequency of business travel that may result from alternatives to in-person meetings and a sustained increase in hybrid or remote work arrangements; • competition from other hotels and alternative lodging channels located in the markets in which we own properties; • competition from third-party internet travel intermediaries; • an over-supply or over-building of hotels in the markets in which we own properties, which could adversely affect occupancy rates, revenues and profits at our hotels; • increases in energy and transportation costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists; • increases in operating costs due to inflation and other factors that may not be offset by increased room rates; and • changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance.
Given that our hotels are concentrated in major urban markets and destination resort locations in the U.S., our business may be particularly sensitive to changes in foreign exchange rates or a negative international perception of the U.S. arising from its political or other positions.
Furthermore, other macroeconomic factors, such as consumer confidence and conditions which negatively shape public perception of travel, including travel-related disruptions or incidents and their impact on travel, may have a negative effect on the lodging industry and may adversely impact our revenues and profitability.
Our hotels are subject to significant competition.
Currently, the markets where our hotels are located are very competitive.
However, a material increase in the supply of new hotel rooms to a market can quickly destabilize that market and existing hotels can experience rapidly decreasing RevPAR and profitability.
If such over-building occurs in one or more of our major markets, our business, financial condition, results of operations and our ability to make distributions to our stockholders may be materially adversely affected.
The increase in the use of third-party internet travel intermediaries and the increase in alternative lodging channels, such as Airbnb, could adversely affect our profitability. -13- Many of our managers and franchisors contract with third-party internet travel intermediaries, including, but not limited to Expedia.com and Priceline.com and their subsidiaries.
These internet intermediaries are generally paid commissions and transaction fees by our managers and franchisors for sales of our rooms through such agencies.
These intermediaries initially focused on leisure travel, but have grown to focus on corporate travel and group meetings as well.
If bookings through these intermediaries increase, these internet intermediaries may be able to negotiate higher commissions, reduced room rates or other contract concessions from us, our managers or our franchisors.
In addition, internet intermediaries use extensive marketing, which could result in hotel consumers developing brand loyalties to the offered brands and such internet intermediary instead of our management or franchise brands.
An increase in hotel reservations made through these companies, such as Google, Apple, Amazon or Facebook, may reduce the value of our franchise brands, which may negatively affect our average rates and revenues.
Increasing use of these alternative facilities could materially adversely affect the occupancy at our hotels and could put downward pressure on average rates and revenues.
Additionally, social media review platforms, including, but not limited to Tripadvisor.com, may negatively impact our occupancy levels and operating results as people may publicize their dissatisfaction with a hotel stay.
The increased use of Zoom video conferencing, Microsoft Teams and other teleconferencing and video-conference technology by businesses has resulted in decreased business travel as companies have leveraged the use of technologies that allow multiple parties from different locations to participate in virtual meetings without traveling to a centralized meeting location, such as our hotels.
To the extent that such technologies, or new technologies, continue to play a role in day-to-day business interactions and the necessity for business-related travel decreases, demand for hotel rooms may decrease and our hotels could be materially and adversely affected.
Investments in hotels are illiquid and we may not be able to respond in a timely fashion to adverse changes in the performance of our properties.
Because real estate investments are relatively illiquid, our ability to promptly sell one or more hotel properties or investments in our portfolio in response to changing economic, financial and investment conditions may be limited.
In addition, the real estate market is affected by many factors that are beyond our control, including: • adverse changes in international, national, regional and local economic and market conditions; • changes in supply of competitive hotels; • changes in interest rates and in the availability, cost and terms of debt financing; • changes in tax laws and property tax rates, or an increase in the assessed valuation of a property for real estate tax purposes; • changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; -14- • fluctuations in foreign currency exchange rates; • the ongoing need for capital improvements, particularly in older structures; • changes in operating expenses; and • pandemics and the outbreak of diseases, federal, state and local government shutdowns, airline strikes, civil unrest, active shooter attacks, acts of God, including earthquakes, floods, wildfires, hurricanes and other natural disasters and acts of war or terrorism and geopolitical events and their consequences which may result in uninsured losses.
These facts and any others that would impede our ability to respond to adverse changes in the performance of our hotel properties could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to our stockholders.
Due to restrictions in our hotel management agreements, franchise agreements, mortgage agreements and ground leases, we may not be able to sell our hotels at the highest possible price, or at all.
All but three of our hotel management agreements are terminable at our option.
The remaining three hotel management agreements have remaining terms ranging from approximately three years to 34 years, inclusive of renewal periods that are exercisable at the option of the property manager.
We are subject to franchise agreements at certain of our properties, with remaining terms of up to 26 years, inclusive of renewal periods that are exercisable at the option of the franchisor.
See Item 2, Properties, for hotel management and franchise agreement details.
Because some of our hotels would have to be sold subject to the applicable agreement, the term length of an agreement may deter some potential purchasers and could adversely impa ct the price realized from any such sale.

and 231 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch DRH. Know when insiders buy.

One email the day a filing lands. Free.