{"url_path":"/sec/iht/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","accession_number":"0001493152-26-024361","cik":"0000082473","ticker":"IHT","issuer_name":"INNSUITES HOSPITALITY TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","primary_entity_key":"0000082473","primary_entity_name":"INNSUITES HOSPITALITY TRUST"},"word_count":1040,"has_tables":true,"body_markdown":"Item\n13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE\n\n \n\n**Independence\nof Trustees**\n\n \n\nThe\nBoard of Trustees has determined that a majority of the Trustees, Messrs. Kutasi, Chase and Robson are “independent,” as\ndefined by the NYSE AMERICAN’s listing standards, for purposes of serving on the Board of Trustees and each committee of which\nthey are members. Messrs. Berg and Wirth are executive officers of the Trust and, therefore, are not “independent.” All members\nof the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are “independent,” as such\nterm is defined by the SEC rules and NYSE AMERICAN’s listing standards. Our independent Trustees meet at least annually in executive\nsession without the presence of non-independent Trustees and management. Except as described under “Certain Transactions”\nbelow, there were no transactions, relationships, or arrangements in Fiscal Year 2025 that required review by the Board for purposes\nof determining Trustee independence.\n\n \n\n**Certain\nTransactions**\n\n \n\n**Management\nand Licensing Agreements**\n\n \n\nThe\nTrust directly manages the Hotels through the Trust’s wholly-owned subsidiary, RRF Limited Liability Limited Partnership (RRF).\nUnder the management agreements, RRF manages the daily operations of the Hotels. All Trust managed Hotel expenses, revenues and reimbursements\namong the Trust, RRF, and the Partnership have been eliminated in consolidation. The management fees for the Hotels are 5% of room revenue\nand a monthly accounting fee of $2,000 per hotel. These agreements have no expiration date and may be cancelled by either party with\n90-days written notice in the event the property changes ownership.\n\n \n\nThe\nTrust also provides the use of the “InnSuites” trademark to the Hotels through the Trust’s wholly-owned subsidiary,\nRRF LLLP, at no additional charge.\n\n \n\n**Restructuring\nAgreements**\n\n \n\nFor\ninformation about the restructuring agreements for *Albuquerque Suite Hospitality, Tucson Hospitality Properties,*see Notes 3 and\n4 of our consolidated financial statements.\n\n \n\n**Financing\nArrangements and Guarantees**\n\n \n\nOn\nJune 30, 2022, the Trust entered a $2,000,000 net maximum Demand/Revolving Line of Credit/Promissory Note with Rare Earth Financial.\nThe Demand/Revolving Line of Credit/Promissory Note bears interest at 7.0% per annum, is interest only quarterly and matures on June\n30, 2025 and automatically renews annually unless either party gives a six-month written advance notice. No prepayment penalty exists\non the Demand/Revolving Line of Credit/Promissory Note. On November 26, 2025 the Demand/Revolving Line of Credit/Promissory Note with\nRare Earth Financial was increased to $2,500,000. The balance fluctuates significantly through the period with the highest payable balance\nbeing approximately $1,195,000 during the Fiscal Year ended January 31, 2026. The Demand/Revolving Line of Credit/Promissory Note has\na net maximum borrowing capacity of $2,500,000. Related party interest expense or income for the Demand/Revolving Line of Credit/Promissory\nNote for the Fiscal Year ended January 31, 2026 was $0 of expense, and for the Fiscal Year ended January 31, 2025 was $17,000 of expense.\n\n \n\nThe\nabove Demand/Revolving Line of Credit/Promissory Notes are presented together as one line item on the balance sheet and totaled a payable\nof $2,645,088 and $1,151,225, at January 31, 2026 and 2025, respectively, all of which is considered a Long-Term Note Payable.\n\n \n\nAs\nof January 31, 2026, the Trust had a $200,000 unsecured note payable with an individual lender. The promissory note is payable on demand,\nor on June 30, 2026, whichever occurs first. The loan accrues interest at 5% and interest only payments shall be made monthly. The Trust\nmay pay all of part of this note without any repayment penalties. The total principal amount of this loan is $200,000 as of January 31,\n2026.\n\n \n\nOn\nJuly 1, 2019, the Trust and the Partnership together entered into an unsecured loan totaling $270,000 with an individual investor at\n5%, interest only, payable monthly. The loan has been subsequently extended to June 30, 2026. The Trust may pay all or part of this note\nwithout any repayment penalties. The total principal amount of this loan is $270,000 as of January 31, 2026.\n\n \n\n58\n\n \n\n \n\n**Other\nRelated Party Transactions**\n\n \n\nThe\nTrust employs part time, an immediate family member of Mr. Wirth, Brian James Wirth, who provides IT Technology support services to the\nTrust, receiving up to approximately $27,000 annual salary.\n\n \n\n**Compensation\nInformation**\n\n \n\nFor\ninformation regarding compensation of our executive officers, see Item 11 of this Form 10-K.\n\n \n\n**Review,\nApproval or Ratification of Transactions with Related Parties**\n\n \n\nOn\nDecember 10, 2013, the Board of Trustees adopted a Related Party Transactions Policy, which established procedures for reviewing transactions\nbetween us and our Trustees and executive officers, their immediate family members, entities with which they have a position or relationship,\nand persons known to us to be the beneficial owner of more than 5% of our Shares of Beneficial Interest. These procedures help us evaluate\nwhether any related person transaction could impair the independence of a Trustee or presents a conflict of interest on the part of a\nTrustee or executive officer. First, the related party transaction is presented to our executive management, including our Chief Financial\nOfficer. Our Chief Financial Officer then discusses the transaction with our outside counsel, as needed. Lastly, the Audit Committee\nand the members of the Board of Trustees who do not have an interest in the transaction review the transaction and, if they approve,\npass a resolution authorizing the transaction. In determining whether to approve a Related Party Transaction, the Audit Committee and\nthe members of the Board of Trustees consider whether the terms of the related party transaction are fair to the Trust on the same basis\nas would apply if the transaction did not involve a related party; whether there are business reasons for the Trust to enter into the\nrelated party transaction; whether the related party transaction would impair the independence of the outside Trustee and whether the\nrelated party transaction would present an improper conflict of interest for any Trustee or executive officer of the Trust, taking into\naccount the size of the transaction, the overall financial position of the trustee, executive officer or related party, the direct or\nindirect nature of the Trustee’s, executive officer’s or other related party interest in the transaction and the ongoing\nnature of any proposed relationship, and any other factors the Audit Committee and members of the Board of Trustees deem relevant. Our\nRelated Party Transactions Policy is available in the Corporate Governance portion of our website at www.innsuitestrust.com."}