Management Change/Compensation Form 8 K

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.