Form 4: Chatham Lodging Director Receives Equity Compensation

Chatham Lodging Trust director Ethel Isaacs Williams received 11,546 common shares as compensation for her 2025 board service.

Summary

• Ethel Isaacs Williams, a director of Chatham Lodging Trust (CLDT), acquired 11,546 common shares.
• The transaction occurred on January 15, 2026, at a price of $6.93 per share.
• This share grant represents the equity portion of her annual compensation for serving on the board of trustees in fiscal year 2025.
• Following this transaction, Ms. Williams beneficially owns 37,009 common shares directly.
• The per-share value of $6.93 was determined by averaging the closing prices of the company's common shares on the NYSE for the last ten trading days of 2025.

Sentiment

Score: 6

Explanation: The filing indicates a routine, expected transaction related to director compensation, which is generally viewed as a neutral to slightly positive event as it aligns director interests with shareholders. No negative or significantly positive unexpected information is present.

Positives

• The grant of common shares to a director aligns their interests with those of the shareholders, promoting long-term value creation.
• This transaction is part of a previously disclosed annual compensation plan, indicating transparency and adherence to established corporate governance practices.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The share grant comprises the share-based portion of the Company's previously disclosed annual compensation to its trustees for fiscal year 2025.

Industry Context

The practice of compensating board members with equity is a standard corporate governance practice across various industries, including the lodging and real estate investment trust (REIT) sector. It is designed to align the interests of directors with those of long-term shareholders.

Comparison to Industry Standards

• Compensating non-executive directors with a mix of cash and equity is a common practice among publicly traded companies, including REITs like Chatham Lodging Trust. This structure is consistent with compensation models seen in comparable lodging REITs such as Host Hotels & Resorts (HST) or Ryman Hospitality Properties (RHP), which also utilize equity grants to incentivize board members and align their interests with shareholder value.
• The method of valuing the shares based on an average of closing prices over a period (e.g., last ten trading days of the year) is a recognized and fair approach to determine the grant price, often used to mitigate short-term market volatility around the grant date.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity compensation aligns the director's financial interests with those of the shareholders, potentially encouraging decisions that enhance long-term shareholder value.
• Board of Trustees: The compensation structure provides remuneration for board service, attracting and retaining qualified individuals.

Key Dates

Keywords

Chatham Lodging Trust, CLDT, SEC Form 4, Insider Transaction, Director Compensation, Equity Grant, Common Shares, Beneficial Ownership