Item 1.01. Entry into a Material Definitive Agreement





On February 18, 2021, Pebblebrook Hotel Trust (the "Company"), as parent
guarantor, Pebblebrook Hotel, L.P., as borrower (the "Operating Partnership"),
amended four credit agreements and a note purchase and guarantee agreement. The
amendments and their changes to material terms of the agreements are described
below.



In connection with the amendments to the four credit agreements, the Company and
the Operating Partnership also entered into an amendment of an intercreditor
agreement with the lenders under the credit agreements (as amended, the
"Intercreditor Agreement"), which among other things, modifies the required
application of net cash proceeds from debt and equity issuances.

Amendment to Primary Credit Agreement ($650 Million Revolving Credit Facility and $300 Million Term Loan Facility)





On February 18, 2021, the Company, as parent guarantor, the Operating
Partnership, as borrower, certain subsidiaries of the Operating Partnership, as
guarantors, Bank of America, N.A. ("BofA"), as administrative agent, swing line
lender and L/C issuer, and certain other lenders named therein, entered into
that certain Fourth Amendment to Fourth Amended and Restated Credit Agreement
(the "Primary Credit Agreement Amendment").



The Primary Credit Agreement Amendment amended that certain Fourth Amended and
Restated Credit Agreement, dated as of October 13, 2017, among the Company, the
Operating Partnership, certain subsidiaries of the Operating Partnership, BofA,
as administrative agent, swing line lender and L/C issuer, and certain other
lenders named therein, as amended (the "Primary Credit Agreement").



As previously disclosed, the Primary Credit Agreement provides for a $950
million unsecured borrowing capacity, composed of a $650 million unsecured
revolving credit facility, which matures on January 15, 2022, and a $300 million
unsecured term loan facility, which matures on January 15, 2023. Subject to
certain terms and conditions set forth in the Primary Credit Agreement, the
Operating Partnership (i) may request additional lender commitments under either
or both facilities of up to an additional aggregate of $250 million (for a
maximum aggregate borrowing capacity under the Primary Credit Agreement of $1.25
billion) and (ii) may elect, for an additional fee, to extend the maturity date
of the revolving credit facility by six months once or twice, for a maximum
maturity date of January 15, 2023.



As amended by the Primary Credit Agreement Amendment, all existing financial
covenants under the Primary Credit Agreement, other than the minimum fixed
charge coverage ratio ("FCCR") and the minimum unsecured interest coverage ratio
("Unsecured ICR"), remain suspended through the first quarter of 2022, and the
minimum FCCR and minimum Unsecured ICR remain suspended through the fourth
quarter of 2021.



The period from February 18, 2021 through the required financial statement
reporting date for the second quarter of 2022 is referred to herein as the
"Waiver Period." The financial covenants are phased back in, but in certain
cases at less restrictive levels than were in place prior to the Waiver Period,
over a one- to five-quarter period beginning with the second quarter of 2022
(the "Phase-in Period"). During the Phase-in Period, instead of using the prior
four calendar quarters' results in the calculations for determining compliance
with the financial covenants, only results for the second quarter of 2022 and
thereafter are used (annualized until the final quarter of the Phase-in Period).
As amended, the Primary Credit Agreement permits the Operating Partnership to
terminate the Waiver Period early at any time, irrevocably, subject to
demonstrating satisfaction of the financial covenants that would otherwise apply
for the quarter ending immediately prior to such demonstration. In the event of
the Waiver Period's early termination, the Phase-in Period will begin with such
quarter and continue for four calendar quarters thereafter.

In addition, the Primary Credit Agreement, as amended by the Primary Credit Agreement Amendment, provides that, among other things:

· during the Waiver Period, the total of the Company's cash, cash equivalents and

available undrawn funds under all of the Company's credit agreements and notes

("Liquidity") must be at least $200 million at the end of each month;

· during the Waiver Period, if (a) Liquidity is, at any time, less than $400

million, then the Operating Partnership will pledge equity interests in the

subsidiary guarantors in an amount equal in value to 50% of the amount of

outstanding indebtedness and commitments. Following the Waiver Period, any

equity interests so pledged will be released when the maximum permitted ratio

of consolidated total debt (less unrestricted cash) to consolidated EBITDA (the

"Leverage Ratio") is (i) not more than 6.75:1:00 for two consecutive quarters

or (ii) not more than 6.25:1:00 for one quarter.

· during the Waiver Period, and pursuant to the Intercreditor Agreement, the

Company may retain a portion of net cash proceeds from permitted equity and

debt issuances, sales and dispositions to increase its Liquidity:

o 50% of the net cash proceeds from permitted equity and debt issuances, sales

and dispositions; and

o 25% of the net cash proceeds from permitted debt issuances;

· during the Waiver Period, there are limitations on capital expenditures,

investments, additional indebtedness, acquisitions, dispositions, dividend

payments and share repurchases, with certain exceptions and subject to

continued compliance, as follows:

o regular dividends on the Company's four series of cumulative redeemable

preferred shares and quarterly dividends of $0.01 per common share (or higher

to the extent necessary to maintain the Company's status as a REIT for federal

income tax purposes) are permitted;

o all emergency, life safety and ordinary course maintenance capital expenditures

plus $155 million in other capital expenditures are permitted;

o up to $500 million in proceeds from dispositions of unencumbered assets may be

reinvested in acquisitions;

o up to $250 million in additional secured non-recourse indebtedness and up to

$250 million in additional recourse indebtedness are permitted;

o up to $500 million in acquisitions of unencumbered hotel properties funded by

the issuance and sale of additional common shares are permitted; and

o up to $100 million in investments other than hotel properties;

· during the Phase-in Period, the maximum permitted Leverage Ratio will be

reinstated at 8.50:1.00 and reduced over time to 7:50:1.00; following the

Phase-in Period, the maximum will be 6.75:1.00;

· during the Phase-in Period, the maximum ratio of unsecured debt to total

unencumbered asset value will be reinstated at 67.5% and reduced over time to

60.0%; following the Phase-in Period, the maximum will be 60.0%;

· beginning with the quarter immediately prior to the Phase-in Period:

o the minimum consolidated fixed charge coverage ratio will be reinstated at

1:05:1.00 and increased over time to 1.50:1.00 in the second quarter of the . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.





The information set forth under Item 1.01 of this Current Report on Form 8-K
with respect to the Primary Credit Agreement Amendment, the USB Credit Agreement
Amendment, the CapOne Credit Agreement Amendment, the BofA Credit Agreement
Amendment and the Note Purchase Agreement Amendment is hereby incorporated by
reference into this Item 2.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2021, the Board of Trustees (the "Board") of the Company approved, as recommended by the Compensation Committee of the Board (the "Compensation Committee"), compensatory arrangements in which the executive officers of the Company will participate for 2021.





For 2021, the Compensation Committee and the Board determined that compensation
for each executive will consist of: (i) an annual cash base salary; (ii) an
annual cash bonus incentive award under the Company's 2009 Equity Incentive
Plan, as amended and restated effective July 10, 2012, as amended (the "Plan");
(iii) regular awards of long-term equity-based compensation under the Plan; and
(iv) a special retention award of LTIP Class B Units in the Company's operating
partnership under the Plan. Of the regular awards of long-term equity-based
compensation, 40% consists of restricted common shares of beneficial interest of
the Company, $0.01 par value per share ("Common Shares"), subject to pro rata
time-based vesting over a three-year period beginning January 1, 2022, and 60%
consists of performance units, subject to performance-based vesting over a
three-year performance period only if and to the extent that certain enumerated
performance objectives are achieved. If vested, the performance units will be
settled in the form of Common Shares, pursuant to the Plan. The special
retention award of LTIP Class B Units will vest subject to pro rata time-based
vesting over four years beginning January 1, 2023.

The following table shows each of the three components of target total compensation as a percentage of target total compensation for 2021 as determined by the Compensation Committee and the Board.











                                                                        2021 Target Compensation
                                                       Components as a

Percentage of Target Total Compensation (1)


                                                                            Target Cash                 Target Equity-Based
                                              Base Salary                 Incentive Bonus                 Compensation(2)
Jon E. Bortz                                              16 %                          25 %                               59 %
Raymond D. Martz                                          23 %                          23 %                               54 %
Thomas C. Fisher                                          23 %                          23 %                               54 %

(1) Target total compensation includes base salary, target cash incentive bonus,

time-based restricted Common Shares and the target amount of performance

units, as discussed below. The special retention award of time-based

restricted LTIP Class B Units is not included. Including the special

retention award, the percentages shown would be 8%, 13% and 79% for Mr. Bortz

and 8%, 8% and 84% for each of Messrs. Martz and Fisher.

(2) Percentages include the January 2021 awards of time-based restricted Common

Shares and performance units, which comprise 40% and 60%, respectively, of


     the regular target equity-based compensation amount.

Base Salary and Annual Cash Incentive Bonus

The Compensation Committee and the Board approved the following cash compensation arrangements for 2021 for each of the executive officers, which reflect no increase over the dollar amounts originally established for 2020:

Target Cash Incentive Bonus as a % of


                                                    Target Cash                                          Target Total
                                Base Salary       Incentive Bonus          Base Salary                  Compensation(1)
Jon E. Bortz                   $     750,000     $       1,203,750                     161 %                          25 %
Raymond D. Martz               $     500,000     $         500,000                     100 %                          23 %
Thomas C. Fisher               $     500,000     $         500,000                     100 %                          23 %

(1) Target total compensation includes base salary, target cash incentive bonus,

time-based restricted Common Shares and the target amount of performance

units, as discussed below, and does not include the special retention award


     of time-based restricted LTIP Class B Units.




For each executive, the target cash incentive bonus is contingent on the Company
meeting the target levels of certain management objectives and goals established
by the Board (the "2021 Annual Objectives"), which are established at the
beginning of the year and are designed to align the incentives of the Company's
employees and management with the interests of the Company's shareholders. The
actual amount of cash incentive bonus that will be paid in 2022 for performance
in 2021 will depend on the Company's performance against the 2021 Annual
Objectives and could be as little as zero or as much as 200% of the target

cash
incentive bonus.



The level of performance against each 2021 Annual Objective will be measured
relative to a target. The payout level of each objective varies by level of
performance achieved, from a minimum of 0% up to target and maximum amounts that
differ by objective. Regardless of the Company's actual performance against any
of the 2021 Annual Objectives, no executive officer will be entitled to receive
more than a maximum of 200% of his target cash incentive bonus as an actual
annual cash bonus incentive award.

There are three 2021 Annual Objectives:

• 55% (up to a maximum of 137.5%) of the target cash amount will be determined by

the degree to which the Company succeeds operationally, culturally and

financially during and following the COVID-19 pandemic ("Crisis Management");

• 15% (up to a maximum of 37.5%) of the target cash amount will be determined by

the degree to which the Company achieves certain asset management initiatives,

including successfully completing renovations or planning and design work for

certain hotel properties, rebuilding hotel-level teams within tight

cost-control measures and generating hotel-level earnings before interest,

taxes, depreciation and amortization ("EBITDA") per guest room in the top two

of the Company' full-service lodging REIT peers (Braemar Hotels & Resorts Inc.,

DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., Park Hotels &

Resorts Inc., Sunstone Hotel Investors, Inc. and Xenia Hotels & Resorts, Inc.);


   and

• 30% (up to a maximum of 75%) of the target cash amount will be determined by

the degree to which the Company achieves certain other business objectives,

including further developing Curator Hotel & Resort Collection ("Curator"),


   evaluating and executing further growth opportunities, meeting
   acquisition/disposition goals and complying with internal controls and
   compliance.

Long-Term Equity Incentive Awards





The Compensation Committee and the Board approved long-term equity incentive
awards to each executive officer for 2021, consisting of: a regular award of
restricted Common Shares subject to time-based vesting following completion of a
three-year period; a regular award of performance units subject to
performance-based vesting (which, if vested, will settle in the form of Common
Shares) following completion of a three-year period (half of the award) and each
year within that three-year period (one-sixth of the award); and a special
retention award of restricted LTIP Class B Units subject to time-based vesting
on a pro rata basis on January 1, 2023, January 1, 2024, January 1, 2025 and
January 1, 2026. Long-term equity incentive awards are intended to provide
grantees with an incentive to promote the long-term success of the Company in
line with the interests of the Company's shareholders.

Regular Award of Restricted Common Shares


For 2021, the Board awarded time-based restricted Common Shares, which will vest
ratably on January 1, 2022, January 1, 2023 and January 1, 2024, provided that
the recipient remains employed by the Company or an affiliate through the
applicable vesting date or as otherwise described below, to Messrs. Bortz,

Martz
and Fisher as follows:

· Mr. Bortz - 53,769 Common Shares;

· Mr. Martz - 22,084 Common Shares; and

· Mr. Fisher - 22,084 Common Shares.

The time-based restricted Common Share awards granted to each of Messrs. Bortz, Martz and Fisher also provide the following vesting- and forfeiture-related terms:

· upon a change in control of the Company, unvested awards vest;

· upon termination of the executive's employment with the Company because of his

death or disability, unvested awards vest;

· upon resignation of the executive for good reason (which must be in connection

with or within one year after a change in control), unvested awards vest;

· upon termination of the executive's employment with the Company without cause,

unvested awards vest; and

· upon termination of the executive's employment with the Company for cause,


   unvested awards are forfeited.

Except as described above, any awards that are unvested at the time the executive terminates his employment with the Company are forfeited.





The restricted Common Shares were awarded pursuant to share award agreements
substantially in the form filed as Exhibit 10.1 to the Company's Current Report
on Form 8-K filed with the United States Securities and Exchange Commission

(the
"SEC") on February 16, 2018.

Regular Award of Performance Units





For 2021, the Board awarded performance units (which, if vested, will settle in
the form of Common Shares) to each of the Company's executive officers pursuant
to a Performance Unit Award Agreement, substantially in the form of a
Performance Unit Award Agreement for Executive Officers, filed as Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2020 filed with the SEC on May 7, 2020. The performance units will vest only if,
and to the degree that, the performance criteria established by the Board are
met, provided that the recipient remains employed by the Company through the end
of the applicable measurement period or as otherwise described below.

The number of performance units that vest in each measurement period will be . . .

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.    Description
101.SCH        Inline XBRL Taxonomy Extension Schema Document
101.CAL        Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF        Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB        Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE        Inline XBRL Taxonomy Extension Presentation Linkbase Document
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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