Form 8-K

8-K — Chatham Lodging Trust

Accession: 0001437749-26-030271

Filed: 2026-09-14

Period: 2026-09-10

CIK: 0001476045

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cldt20260911_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1015166.htm)

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8-K — FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2026

CHATHAM LODGING TRUST

(Exact name of Registrant as specified in its charter)

Maryland

001-34693

27-1200777

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

222 Lakeview Avenue, Suite 200

West Palm Beach,

Florida

33401

(Address of principal executive offices)

(Zip Code)

(561) 802-4477

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on Which Registered

Common Shares of Beneficial Interest, $0.01 par value

CLDT

New York Stock Exchange

6.625% Series A Cumulative Redeemable Preferred Shares

CLDT-PA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b.2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2026, the board of trustees (the “Board of Trustees”) of Chatham Lodging Trust (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. William P. (Liam) Brown to the Board of Trustees, effective immediately.

Mr. Brown served as Group President, United States and Canada of Marriott International, Inc. (“Marriott”) from January 2021 until his retirement in June 2026. In his role as Group President, he was responsible for the financial management and leadership of all of the Marriott's lodging operations in North and South America, comprising more than 6,000 hotels and a workforce of approximately 160,000 associates. Prior to this role, Mr. Brown served as the President and Managing Director of Europe of Marriott from 2018 to 2019, followed by Group President of Europe, Middle East & Africa of Marriott in 2020. Mr. Brown joined Marriott in 1989 and served as President for Franchising, Owner Services and Managed by Marriott Select Brands, North America from 2012 to 2018. Other key positions previously held by Mr. Brown with Marriott include Chief Operations Officer for the Americas for Select Service & Extended Stay Lodging and Owner & Franchise Services, as well as Senior Vice President and Executive Vice President of Development for Marriott’s Select Service & Extended Stay lodging products. Since September 6, 2024, Mr. Brown has served on the board of EPR Properties (NYSE: EPR), a publicly traded diversified experiential net lease REIT, where he is a member of the Compensation & Human Capital Committee (Chair) and the Nominating/Company Governance Committee. Mr. Brown also serves on the Executive Committee of the American Hotel and Lodging Association. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland.

Mr. Brown will serve as a trustee of the Company until the Company’s 2027 annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal.

Mr. Brown will receive a one-time initial grant of 5,000 restricted common shares and will also receive compensation paid to the other members of the Board of Trustees and Board committee chairmen, which compensation is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2026, which disclosure will also be updated in the Company’s proxy statement for the 2027 annual meeting as applicable. There were no arrangements or understandings between Mr. Brown and any other person pursuant to which he was selected as a trustee. Mr. Brown has no family relationship with any director or executive officer of the Company.

Item 7.01.

Regulation FD Disclosure.

On September 14, 2026, the Company issued a press release announcing the appointment of Mr. Brown to the Board of Trustees. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit

Number

Description

99.1

Press Release dated September 14, 2026

104

Cover page Interactive Data File (embedded within the Inline XBRL document)

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.

CHATHAM LODGING TRUST

September 14, 2026

By:

/s/ Jeremy Wegner

Name: Jeremy Wegner

Title: Senior Vice President and

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1015166.htm · Sequence: 2

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Exhibit 99.1

For Immediate Release

Contact:

Dennis Craven (Company)

Chris Daly (Media)

Chief Operating Officer

DG Public Relations

(561) 227-1386

(703) 864-5553

Chatham Lodging Enhances Board with Appointment of Liam Brown

WEST PALM BEACH, Fla., September 14, 2026—Chatham Lodging Trust (NYSE: CLDT), a lodging real estate investment trust (REIT) that invests in upscale, extended-stay hotels and premium-branded, select-service hotels, today announced the appointment of Liam Brown to the company's board of trustees, effective immediately. Brown will serve as an independent director.

Brown formerly was group president, United States and Canada of Marriott International, Inc., (“Marriott”) from January 2021 until his retirement in June 2026. In that role, he was responsible for the financial management and leadership of Marriott's lodging operations in North and South America, comprising more than 6,000 hotels and a workforce of approximately 160,000 associates. Prior to this role, Brown served as the president and managing director of Europe of Marriott from 2018 to 2019, followed by group president of Europe, Middle East & Africa of Marriott in 2020. He joined Marriott in 1989 and served as president for franchising, owner services and managed by Marriott select brands, North America, from 2012 to 2018. Brown held other key positions with Marriott, including chief operations officer for the Americas for select service & extended stay lodging and owner & franchise services, as well as senior vice president and executive vice president of development for Marriott’s select service & extended stay lodging products.

Jeffrey H. Fisher, Chatham’s chairman of the board and chief executive officer, emphasized, “We have worked with Liam over the past 30 years and are excited to bring his extensive lodging expertise to our board. His resume speaks for itself, and his addition to the board brings substantial insights from both an operations and franchisor/franchisee relationship perspective that will be very helpful as we enhance shareholder value through continued focus on maximizing operating results and critical analysis of capital allocation decisions.”

Brown currently serves on the board of EPR Properties (NYSE: EPR), a publicly traded diversified experiential net lease REIT, where he is a member of the Compensation & Human Capital Committee (chair) and the Nominating/Company Governance Committee. He also serves on the Executive Committee of the American Hotel and Lodging Association. He holds a Hotel Diploma and Business Degree from the Dublin Institute of Technology, Trinity College and earned his Master of Business Administration from the Robert H. Smith School of Management at the University of Maryland.

About Chatham Lodging Trust

Chatham Lodging Trust is a self-advised, publicly-traded real estate investment trust focused primarily on investing in upscale, extended-stay hotels and premium-branded, select-service hotels. Additional information about Chatham may be found at chathamlodgingtrust.com.

Included in this press release are certain “non-GAAP financial measures,” within the meaning of Securities and Exchange Commission (SEC) rules and regulations, that are different from measures calculated and presented in accordance with GAAP (generally accepted accounting principles). The company considers the following non-GAAP financial measures useful to investors as key supplemental measures of its operating performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, and (4) Adjusted EBITDA. These non-GAAP financial measures could be considered along with, but not as alternatives to, net income or loss, cash flows from operations or any other measures of the company’s operating performance prescribed by GAAP.

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