Current Report · Items 5.02, 7.01, 9.01 · 8-K
Pebblebrook Hotel Trust
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 5, 2026, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Trustees (the “Board”) of Pebblebrook Hotel Trust (the “Company”), the Board elected Ms. Nina P. Jones to the Board. Ms.…
Filed Feb 9, 2026Accepted Feb 9, 2026, 4:37 PM ESTCIK 1474098Accession 0001474098-26-000007
Company context
Pebblebrook Hotel Trust (NYSE: PEB) is a publicly traded real estate investment trust (“REIT”) and the largest owner of urban and resort lifestyle hotels in the United States. The Company owns 42 hotels, totaling approximately 10,800 guest rooms across 14 urban and resort markets. For more information, visit www.pebblebrookhotels.com and follow @PebblebrookPEB. This press release contains certain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “estimated” and “will” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward-looking information and estimates. Examples of forward-looking statements include the estimates of hotel net operating loss and hotel EBITDA, the intended use of proceeds and the Company’s expectation regarding the effect of the transaction on its 2026 Outlook. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, the operating performance of our hotels and the supply of ho
Current securities
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Disclosure sections
Items 5.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2026, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Trustees (the “Board”) of Pebblebrook Hotel Trust (the “Company”), the Board elected Ms. Nina P. Jones to the Board. Ms. Jones will join the Board on March 1, 2026 and serve until the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and until her successor is duly elected and qualified. Upon joining the Board, Ms. Jones will serve on the Board’s Audit Committee and the Board’s Compensation Committee.
On February 5, 2026, at the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board also elected Mr. Bill Bayless to the Board, such election to become effective during the third quarter of 2026, at which time Mr. Bayless will join the Board and serve until the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”) and until his successor is duly elected and qualified.
Ms. Jones has more than 15 years of real estate investing experience at T. Rowe Price, a global investment manager with over $1 trillion in assets under management, where she held a number of positions from 2008 until her retirement in 2023. Most recently, from 2019 until her retirement, Ms. Jones served as Vice President, Portfolio Manager of the U.S. Real Estate Equity Strategy. Before T. Rowe Price, Ms. Jones worked as a Senior Associate for KPMG LLP. Ms. Jones earned her B.S. in accounting and finance from the University of Maryland and her M.B.A. from Columbia University’s Graduate School of Business. She is a Certified Public Accountant. Ms. Jones currently serves as a member of the board of directors of Simon Property Group (NYSE: SPG), a retail real estate investment trust (“REIT”) and an S&P 500 company with a market cap of over $70 billion, and is a member of its audit committee. She also serves as a member of the board of trustees of Equity Residential (NYSE: EQR), a multifamily REIT and an S&P 500 company with a market cap of over $30 billion, and is a member of its audit committee and corporate governance committee.
Mr. Bayless is the Chief Executive Officer and Executive Chairman of Maslow’s Campus Communities, which he founded, and a widely recognized real estate operator and capital markets leader who helped build and institutionalize the modern student housing sector. Over his career spanning more than 35 years, Mr. Bayless has been involved in more than $30 billion in real estate transactions. He co-founded American Campus Communities (formerly NYSE: ACC), a student housing REIT, and led its growth from an early-stage platform into the first publicly traded student housing company. In 2022, he helped lead that company’s nearly $13 billion sale to Blackstone. Mr. Bayless has served in leadership roles across the REIT and multifamily industries, including as a member of the Board of Governors of Nareit and the National Multifamily Housing Council. He has been recognized for innovation and leadership, including as Ernst & Young National Entrepreneur of the Year (Real Estate, Construction & Hospitality).
When each joins the Board, the Company will enter into indemnification agreements with Ms. Jones and Mr. Bayless substantially in the form of the indemnification agreement the Company has entered into with all of its other trustees and executive officers, which was filed by the Company with the United States Securities and Exchange Commission (the “SEC”) on November 10, 2009 as Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-11. The indemnification agreements generally provide for the indemnification of and advancement of expenses to a trustee to the maximum extent permitted by Maryland law for claims, suits or proceedings arising out of his or her service to the Company.
Ms. Jones and Mr. Bayless will receive the same fees for their service on the Board as the Company’s other independent trustees, which fees were disclosed in the proxy statement for the Company’s 2025 Annual Meeting of Shareholders, filed with the SEC on April 7, 2025. The first payment of cash compensation to Ms. Jones and Mr. Bayless for service on the Board will be pro-rated from their respective dates of joining the Board. In addition, upon joining the Board, Ms. Jones and Mr. Bayless will each receive a one-time award of $50,000 in common shares of beneficial interest of the Company. The shares granted under the awards will vest in one-third increments annually over three years assuming continued service on the Board. The awards will be made pursuant to agreements substantially in the form of the share award agreement the Company has entered into with all of its other independent trustees, which was previously filed by the Company with the SEC on November 25, 2009 as Exhibit 10.6 to Amendment No. 2 to the Company’s Registration Statement on Form S-11.
On February 6, 2026, Ron E. Jackson notified the Board that he has decided to retire from the Board effective as of the 2026 Annual Meeting. To facilitate Ms. Jones joining the Board, the size of the Board will increase from seven to eight trustees on March 1, 2026. Upon Mr. Jackson’s retirement from the Board, effective as of the 2026 Annual Meeting, the size of the Board will decrease to seven trustees.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on February 9, 2026, announcing the election of Nina P. Jones and Bill Bayless to the Board of Trustees as set forth under Item 5.02 of this Current Report on Form 8-K.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.