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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): August 2, 2022

PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)

Maryland   001-34571   27-1055421
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland
 20814
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (240) 507-1300

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:

☐     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 Shares, $0.01 par value per share PEB New York Stock Exchange
Series E Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PE New York Stock Exchange
Series F Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PF New York Stock Exchange
Series G Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PG New York Stock Exchange
Series H Cumulative Redeemable Preferred Shares, $0.01 par value PEB-PH 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 7.01. Regulation FD Disclosure.
Pebblebrook Hotel Trust (the "Company") issued a press release on August 3, 2022, announcing that on August 2, 2022, it closed on the sale of the 306-room Sofitel Philadelphia at Rittenhouse Square, located in Philadelphia, PA, for $80.0 million to a third party.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 8.01. Other Events.
On August 2, 2022, the Company closed on the sale of the 306-room Sofitel Philadelphia at Rittenhouse Square, located in Philadelphia, PA, for $80.0 million to a third party. Proceeds from the sale will be used for general corporate purposes and reducing the Company's outstanding debt borrowings associated with recent hotel acquisitions, in accordance with the Company's investment strategy.

Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “estimated” and “will” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward-looking information and estimates. The intended use of proceeds from the disposition is an example of a forward-looking statement. Forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, the operating performance of our hotels and the demand for hotel properties, and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.   Description
Press release, issued August 3, 2022, announcing the sale of Sofitel Philadelphia at Rittenhouse Square in Philadelphia, PA
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.

  PEBBLEBROOK HOTEL TRUST 
   
August 3, 2022 By:   /s/ Raymond D. Martz
  Name:   Raymond D. Martz
    Title:   Executive Vice President, Chief Financial Officer, Treasurer and Secretary


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