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): December 20, 2024

RLJ LODGING TRUST

(Exact name of Registrant as Specified in Its Charter)

(301) 280-7777

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since 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 (see General Instructions A.2. below):

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

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 December 20, 2024, RLJ Lodging Trust (the “Company”) and RLJ Lodging Trust, L.P., the Company’s operating partnership, entered into a second amended and restated employment agreement with Thomas Bardenett, the Executive Vice President and Chief Operating Officer of the Company. The employment agreement (the “Bardenett Employment Agreement”), which supersedes the amended and restated employment agreement previously entered into between the parties, contains terms and conditions that are substantially the same as such prior amended and restated employment agreement. Pursuant to the Bardenett Employment Agreement, Mr. Bardenett will continue in his role as the Company’s Executive Vice President and Chief Operating Officer.

The Bardenett Employment Agreement is effective as of December 20, 2024. Including the automatic renewal term set forth in the agreement, the term of the Bardenett Employment Agreement runs until February 2029. Mr. Bardenett’s annual base salary will continue to be $565,000, which base salary is subject to annual review and may be increased but not decreased from time to time. Mr. Bardenett is eligible to receive (i) an annual cash bonus, with a target cash bonus opportunity equal to 100% of his then-current base salary, and (ii) ongoing equity incentive awards.

The Bardenett Employment Agreement also (i) sets forth Mr. Bardenett’s right to severance payments and/or benefits upon his termination of employment and (ii) contains customary non-competition and non-solicitation covenants that apply during the term and for 12 months following the expiration or termination of Mr. Bardenett’s employment.

A copy of the Bardenett Employment Agreement is attached to this report as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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 thereunto duly authorized.