cldt20260330_8ka.htm
Midwest Hotel Portfolio
FORM 8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 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 ☐
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Explanatory Note
This Current Report on Form 8-K/A amends and supplements the registrant's Current Report on Form 8-K filed on March 6, 2026 (the "Initial Report") to include the historical financial statements and unaudited pro forma financial information required by Items 9.01 (a) and (b) of Form 8-K related to the registrant's acquisition of a portfolio of six hotel properties and should be read in conjunction with the Initial Report.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired |
Midwest Hotel Portfolio
Report of Independent Auditors
Combined Balance Sheet as of December 31, 2025
Combined Statement of Operations for the year ended December 31, 2025
Combined Statement of Members' Equity for the year ended December 31, 2025
Combined Statement of Cash Flows for the year ended December 31, 2025
Notes to the Combined Financial Statements
| (b) | Pro Forma Financial Information |
Chatham Lodging Trust
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025
Notes to the Unaudited Pro Forma Consolidated Balance Sheet
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025
Notes to the Unaudited Pro Forma Consolidated Statement of Operations
| (d) | Exhibits |
| Exhibit No. | Description |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| Audited Combined Financial Statements of the Midwest Hotel Portfolio as of and for the year ended December 31, 2025 |
| 99.2 | Unaudited Pro Forma Consolidated Financial Statements of Chatham Lodging Trust as of and for the year ended December 31, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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 | |||
| May 6, 2026 | By: | /s/ Jeremy Wegner | |
| Name: Jeremy Wegner | |||
| Title: Senior Vice President and Chief Financial Officer | |||
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