UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For The Quarterly Period Ended October 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Commission File Number 1-07062

INNSUITES HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

Ohio

34-6647590

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

InnSuites Hospitality Centre

1730 E. Northern Avenue, Suite 122

Phoenix, AZ 85020

(Address of principal executive offices)

Registrant’s telephone number, including area code: (602) 944-1500

Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or l5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒
Smaller reporting company	☒	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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Aggregate market value of Shares of Beneficial Interest held by non-affiliates of the registrant as of July 31, 2025, based upon the closing sales price of the registrant’s Shares of Beneficial Interest on that date, as reported on the NYSE AMERICAN: $4,293,062

Number of outstanding Shares of Beneficial Interest, without par value, as of December 15, 2025: 9,204,834.

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Shares of beneficial interest without par value		IHT		NYSE-American

TABLE OF CONTENTS

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2025

		Pages
	PART I. FINANCIAL INFORMATION

Item 1	Financial Statements	3
	Condensed Consolidated Balance Sheets – January 31, 2025 (audited) and October 31, 2025 (unaudited)	3
	Condensed Consolidated Statements of Operations – Nine Months Ended October 31, 2025 and October 31, 2024 (unaudited)	4
	Condensed Consolidated Statements of Operations – Three Months Ended October 31, 2025 and October 31, 2024 (unaudited)	5
	Condensed Consolidated Statements of Shareholders’ Equity – Three and Nine Months Ended October 31, 2025 and October 31, 2024 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows – Nine Months ended October 31, 2025 and October 31, 2024 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4	Controls and Procedures	36

	PART II. OTHER INFORMATION
Item 1	Legal Proceedings	38
Item 1A	Risk Factors	38
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3	Defaults upon Senior Securities	39
Item 4	Mine Safety Disclosures	39
Item 5	Other Information	39
Item 6	Exhibits	39
	Signature	40
	Exhibit Index

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	OCTOBER 31, 2025			JANUARY 31, 2025
ASSETS
Current Assets:
Cash	$	14,016		$	92,752
Accounts Receivable		70,755			194,943
Employee Retention Credit Receivable		1,233,527			1,233,527
Prepaid Expenses and Other Current Assets		103,946			199,233
Total Current Assets		1,422,244			1,720,455
Property and Equipment, net		6,789,494			6,811,614
Notes Receivable (net)		1,925,000			1,925,000
Operating Lease – Right of Use		2,051,235			2,067,761
Convertible Note Receivable		1,000,000			1,000,000
Investment in Private Company Stock		707,296			668,750
TOTAL ASSETS	$	13,895,269		$	14,193,580

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Current Liabilities:
Accounts Payable and Accrued Expenses	$	550,664		$	652,624
Current Portion of Mortgage Notes Payable, net of Discount		257,635			241,709
Current Portion of Other Notes Payable		470,000			470,000
Current Portion of Operating Lease Liability		20,732			26,812
Total Current Liabilities		1,299,031			1,391,145
Notes Payable - Related Party		1,969,250			1,151,225
Mortgage Notes Payable, net of Discount		8,584,800			8,802,737
Operating Lease Liability, net of current portion		2,189,088			2,202,995
TOTAL LIABILITIES		14,042,169			13,548,102

COMMITMENTS AND CONTINGENCIES		-			-

SHAREHOLDERS’ EQUITY
Shares of Beneficial Interest, without par value, unlimited authorization; 9,006,804 and 8,988,804 shares issued and 8,781,485 and 8,763,485 shares outstanding at October 31, 2025 and January 31, 2025, respectively		4,532,457			5,470,050
Treasury Stock, 225,319 and 225,319 shares held at cost at October 31, 2025 and January 31, 2025, respectively		(917,425	)		(917,425	)
TOTAL TRUST SHAREHOLDERS’ EQUITY		3,615,032			4,552,625
NON-CONTROLLING INTEREST		(3,761,932	)		(3,907,147	)
TOTAL EQUITY		(146,900	)		645,478
TOTAL LIABILITIES AND EQUITY	$	13,895,269		$	14,193,580

See accompanying notes to unaudited condensed consolidated financial statements

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	2025			2024
	FOR THE NINE MONTHS ENDED
	OCTOBER 31,
	2025			2024
REVENUE
Room	$	5,577,272		$	5,764,638
Food and Beverage		79,182			71,220
Other		153,219			123,632
TOTAL REVENUE		5,809,673			5,959,490

OPERATING EXPENSES
Room		1,935,643			1,935,206
Food and Beverage		81,115			71,567
General and Administrative		1,523,663			1,662,161
Sales and Marketing		334,571			349,245
Repairs and Maintenance		329,477			313,340
Hospitality		455,404			450,654
Utilities		299,771			312,165
Depreciation		562,171			520,847
Real Estate and Personal Property Taxes, Insurance and Ground Rent		463,494			575,274
Other		22,065			22,740
TOTAL OPERATING EXPENSES		6,007,374			6,213,199
OPERATING LOSS		(197,701	)		(253,709	)
Other Income		2,250			19,649
Interest Income		-			15,151
TOTAL OTHER INCOME		2,250			34,800
Interest on Mortgage Notes Payable		396,250			321,778
Interest on Other Notes Payable		18,767			16,059
TOTAL INTEREST EXPENSE		415,017			337,837
CONSOLIDATED NET LOSS BEFORE BW REWARDS CREDIT AND INCOME TAX BENEFIT		(610,468	)		(556,746	)
BW Rewards Credit		(103,654	)		-
Income Tax Benefit		140			-
CONSOLIDATED NET LOSS	$	(713,982	)	$	(556,746	)
LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	$	155,138		$	254,912
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS	$	(869,120	)	$	(811,658	)
NET LOSS PER SHARE – BASIC & DILUTED	$	(0.10	)	$	(0.09	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED		8,763,485			8,781,199

See accompanying notes to unaudited condensed consolidated financial statements

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	2025			2024
	FOR THE THREE MONTHS ENDED
	OCTOBER 31,
	2025			2024
REVENUE
Room	$	1,730,934		$	1,755,976
Food and Beverage		23,260			22,957
Other		50,844			46,195
TOTAL REVENUE		1,805,038			1,825,128

OPERATING EXPENSES
Room		627,757			570,313
Food and Beverage		25,667			20,209
General and Administrative		525,068			536,440
Sales and Marketing		101,014			98,995
Repairs and Maintenance		112,072			97,805
Hospitality		147,396			141,802
Utilities		113,976			104,365
Depreciation		191,601			174,767
Real Estate and Personal Property Taxes, Insurance and Ground Rent		136,365			210,754
Other		5,519			-
TOTAL OPERATING EXPENSES		1,986,435			1,955,450
OPERATING LOSS		(181,397	)		(130,322	)
Other Income		750			4,821
Interest Income		-			-
TOTAL OTHER INCOME		750			4,821
Interest on Mortgage Notes Payable		127,129			86,498
Interest on Other Notes Payable		6,821			5,483
TOTAL INTEREST EXPENSE		133,950			91,981
CONSOLIDATED NET LOSS BEFORE BW REWARDS CREDIT AND INCOME TAX BENEFIT		(314,597	)		(217,482	)
BW Rewards Credit		(37,296	)		-
Income Tax Benefit		(100	)		-
CONSOLIDATED NET LOSS	$	(351,993	)	$	(217,482	)
LESS: NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST	$	4,915		$	58,883
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS	$	(356,908	)	$	(276,365	)
NET LOSS PER SHARE – BASIC & DILUTED	$	(0.04	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC & DILUTED		8,820,159			8,820,159

See accompanying notes to unaudited condensed consolidated financial statements

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2025

	Shares			Amount			Shares			Amount			Equity			Interest			Equity
	Shares of Beneficial Interest						Treasury Stock						Trust Shareholders’			Non-Controlling			Total
	Shares			Amount			Shares			Amount			Equity			Interest			Equity
Balance, January 31, 2025		8,763,485		$	5,470,050			225,319		$	(917,425	)	$	4,552,625		$	(3,907,147	)	$	645,478
Net Income		-			(121,032	)		-			-			(121,032	)		160,062			39,030
Sales of Ownership Interests in Subsidiary, net		-			-			-			-			-			(10,000	)		(10,000	)
Balance, April 30, 2025		8,763,485		$	5,349,018			225,319		$	(917,425	)	$	4,431,593		$	(3,757,085	)	$	674,508

Net Loss					(391,180	)								(391,180	)		(9,839	)		(401,019	)
Shares of Beneficial Interest Issued for Services Rendered		18,000			12,960			-						12,960			-			12,960
Dividends					(87,913	)								(87,913	)		-			(87,913	)
Reallocation of Non-Controlling Interests and Other		9,815						7,587						-			77			77
Balance, July 31, 2025		8,791,300		$	4,882,885			232,906		$	(917,425	)	$	3,965,460		$	(3,766,847	)	$	198,613

Net Loss					(356,908	)								(356,908	)		4,915			(351,993	)
Purchase of Treasury Stock					6,480									6,480			-			6,480
Reallocation of Non-Controlling Interests and Other		(9,815	)					(7,587	)					-			-			-
Balance, October 31, 2025		8,781,485		$	4,532,457			225,319		$	(917,425	)	$	3,615,032		$	(3,761,932	)	$	(146,900	)

FOR THE THREE AND NINE MONTHS ENDED OCTOBER 31, 2024

	Shares of Beneficial Interest						Treasury Stock					Trust Shareholders’			Non-Controlling			Total
	Shares			Amount			Shares		Amount			Equity			Interest			Equity
Balance, January 31, 2024		8,791,822		$	7,039,055			196,982	$	(872,238	)	$	6,166,817		$	(3,511,905	)	$	2,654,912
Net Income		-			(148,550	)		-		-			(148,550	)		235,148			86,598
Purchase of Treasury Stock		(18,456	)		-			18,456		(25,493	)		(25,493	)		-			(25,493	)
Distribution to Non-Controlling Interests		-			-			-		-			-			(152,620	)		(152,620	)
Balance, April 30, 2024		8,773,366		$	6,890,505			215,438	$	(897,731	)	$	5,992,774		$	(3,429,377	)	$	2,563,397

Net Loss					(386,743	)							(386,743	)		(39,119	)		(425,862	)
Purchase of Treasury Stock		(9,881	)					9,881		(19,694	)		(19,694	)					(19,694	)
Dividends					(90,237	)							(90,237	)					(90,237	)
Distribution to Non-Controlling Interests		-			-			-		-			-			(76,652	)		(76,652	)
Balance, July 31, 2024		8,763,485		$	6,413,525			225,319	$	(917,425	)	$	5,496,100		$	(3,545,148	)	$	1,950,952
Balance		8,763,485		$	6,413,525			225,319	$	(917,425	)	$	5,496,100		$	(3,545,148	)	$	1,950,952

Net Loss					(276,365	)							(276,365	)		58,883			(217,482	)
Net Income (Loss)					(276,365	)							(276,365	)		58,883			(217,482	)
Distribution to Non-Controlling Interests		-			-			-		-			-			(82,685	)		(82,685	)
Balance, October 31, 2024		8,763,485		$	6,137,160			225,319	$	(917,425	)	$	5,219,735		$	(3,568,950	)	$	1,650,785
Balance		8,763,485		$	6,137,160			225,319	$	(917,425	)	$	5,219,735		$	(3,568,950	)	$	1,650,785

See accompanying notes to unaudited condensed consolidated financial statements

INNSUITES HOSPITALITY TRUST AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2025			2024
	FOR THE NINE MONTHS ENDED
	OCTOBER 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated Net Loss	$	(713,982	)	$	(556,746	)
Adjustments to Reconcile Consolidated Net Loss to Net Cash Used In Operating Activities:
Stock-Based Compensation		19,440			-
Depreciation		562,171			520,847
Changes in Assets and Liabilities:
Accounts Receivable		124,188			63,587
Prepaid Expenses and Other Assets		95,287			(398,881	)
Operating Lease		(3,461	)		(3,452	)
Accounts Payable and Accrued Expenses		(101,883	)		(276,076	)
NET CASH USED IN OPERATING ACTIVITIES		(18,240	)		(650,721	)

CASH FLOWS FROM INVESTING ACTIVITIES
Improvements and Additions to Hotel Properties		(540,051	)		(332,910	)
Payments on Investments in Unigen		(38,546	)		(35,000	)
NET CASH USED IN INVESTING ACTIVITIES		(578,597	)		(367,910	)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Mortgage Notes Payable		(202,011	)		(157,401	)
Borrowing (Payments) on Notes Payable - Related Party		818,025			749,950
Payment of Dividends		(87,913	)		(90,237	)
Distributions to Non-Controlling Interest Holders		-			(311,957	)
Sale of Ownership Interest in Subsidiary, net		(10,000	)		-
Repurchase of Treasury Stock		-			(45,187	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		518,101			145,168
NET DECREASE IN CASH AND CASH EQUIVALENTS		(78,736	)		(873,463	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		92,752			1,325,368

SEC Form 10-Q filed by InnSuites Hospitality Trust Shares of Beneficial Interest