Form 8-K

8-K — DiamondRock Hospitality Co

Accession: 0001298946-26-000043

Filed: 2026-10-08

Period: 2026-10-01

CIK: 0001298946

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — drh-20261001.htm (Primary)

EX-99.1 (exhibit99110126.htm)

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8-K

8-K (Primary)

Filename: drh-20261001.htm · Sequence: 1

drh-20261001

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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):

October 1, 2026

DiamondRock Hospitality Company

(Exact name of registrant as specified in charter)

Maryland 001-32514 20-1180098

(State or Other Jurisdiction

of Incorporation) (Commission

File Number) (IRS Employer

Identification No.)

7373 Wisconsin Avenue, Suite 1900

Bethesda, MD 20814

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code): (240) 744-1150

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 (see General Instruction A.2. below):

☐ 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 each exchange on which registered

Common Stock, $0.01 par value DRH The Nasdaq Stock Market LLC

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. ☐

This Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,” “position,” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to, those risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed on February 27, 2026 and our Quarterly Reports on Form 10-Q filed on April 30, 2026 and July 30, 2026. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this Current Report is as of the date of this Current Report, and we undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.

ITEM 7.01. Regulation FD Disclosure.

On October 8, 2026, DiamondRock Hospitality Company (the “Company”) issued a press release announcing the acquisition of The Bellmoor Inn & Spa. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and is hereby incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

ITEM 8.01. Other Events.

On October 1, 2026, the Company completed the acquisition of The Bellmoor Inn & Spa, a 79-room hotel located in Rehoboth Beach, Delaware, for $31.0 million.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are included with this report:

Exhibit No. Description

99.1 Press Release, dated October 8, 2026

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File

SIGNATURE

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.

DIAMONDROCK HOSPITALITY COMPANY

Dated: October 8, 2026 By:

/s/ Briony R. Quinn

Briony R. Quinn

Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: exhibit99110126.htm · Sequence: 2

Document

COMPANY CONTACTS

Briony Quinn

Chief Financial Officer

(240) 744-1196

Dori Kesten

Capital Markets

(617) 835-8366

FOR IMMEDIATE RELEASE

DIAMONDROCK HOSPITALITY COMPANY ACQUIRES THE BELLMOOR INN & SPA

BETHESDA, Maryland, October 8, 2026 – DiamondRock Hospitality Company (the “Company”) announced today its acquisition of the fee simple interest in The Bellmoor Inn & Spa (the “Hotel” or “The Bellmoor”), a 79-room luxury resort in Rehoboth Beach, Delaware, for total consideration of $31.0 million, or approximately $392,000 per key. The acquisition was funded with cash on hand and represents an attractive opportunity to acquire an independent resort in a supply-constrained market with strong in-place cash flow and meaningful operational upside.

Based on the Hotel’s trailing twelve-month results ended August 2026, the acquisition price represents a 10.4x Hotel EBITDA multiple and an 8.6% capitalization rate on Hotel net operating income (NOI). Following the implementation of the Company's asset management initiatives and completion of planned off-season capital improvements, the Hotel is projected to generate a stabilized Hotel NOI yield of approximately 9.5%. The acquisition is not expected to have a material impact on the Company’s fourth quarter 2026 earnings.

"The acquisition of The Bellmoor reflects our track record of leveraging long-standing relationships to uncover compelling investment opportunities. Southern Delaware is one of the East Coast’s most attractive leisure lodging markets, drawing affluent repeat visitors from the Northeast Corridor and benefiting from significant barriers to new lodging supply. Combined with our attractive acquisition basis and proven asset management platform, we believe these enduring fundamentals position The Bellmoor to generate meaningful free cash flow growth and long-term value for our shareholders," said Jeffrey J. Donnelly, Chief Executive Officer of DiamondRock Hospitality Company.

ABOUT THE COMPANY

DiamondRock Hospitality Company (Nasdaq: DRH) is a self-advised real estate investment trust (REIT) that owns a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. The Company currently owns 35 premium quality hotels and resorts with 9,479 rooms. The Company has strategically positioned its portfolio to be operated both under leading global brand families as well as independent boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company's website at www.drhc.com.

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as "believe," "expect," "intend," "project," "forecast," "plan" and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made.

These risks include, but are not limited to, those risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed on February 27, 2026 and our Quarterly Reports on Form 10-Q filed on April 30, 2026 and July 30, 2026. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.

Reconciliation of Hotel Net Income to Hotel EBITDA and Hotel NOI

The following table is a reconciliation of the Hotel's GAAP net income to Hotel EBITDA and Hotel NOI. Hotel NOI represents Hotel EBITDA after the deduction of a capital reserve equal to 4% of Hotel revenues (in millions).

Trailing Twelve Months Ended August 31, 2026

(unaudited)

Hotel Net Income $ 1.6

Depreciation and amortization 1.4

Hotel EBITDA 3.0

Capital reserve (0.3)

Hotel NOI $ 2.7

Hotel EBITDA and Hotel NOI are non-GAAP financial measures as defined under Securities and Exchange Commission (SEC) Rules. The Company’s presentation of Hotel EBITDA and Hotel NOI should not be considered as an alternative to net income (computed in accordance with GAAP) as an indicator of a hotel’s financial performance. The Company presents Hotel EBITDA and Hotel NOI because it believes these measures provide investors and analysts with an understanding of hotel-level operating performance.

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