Item 1.01. Entry into a Material Definitive Agreement.



On January 5, 2021, in connection with the commencement of an at the market
offering program through which Chatham Lodging Trust (the "Company") may sell up
to $100,000,000 of its common shares of beneficial interest, par value $0.01 per
share (the "Common Shares"), from time to time, the Company and Chatham Lodging,
L.P. (the "Operating Partnership") entered into a Sales Agreement (the "Sales
Agreement") with Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital
Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc.,
Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated and Wells Fargo
Securities, LLC (each an "Agent" and collectively the "Agents").

In accordance with the terms of the Sales Agreement, the Company may offer to
sell Common Shares having a maximum aggregate offering price of up to
$100,000,000 from time to time through the Agents, acting as the Company's sales
agents. Sales of Common Shares, if any, will be made by means of ordinary
brokers' transaction on the New York Stock Exchange, in negotiated transactions
(including block transactions) or in any other transaction that is deemed to be
an "at the market offering" as defined in Rule 415(a)(4) under the Securities
Act of 1933, as amended, or the Securities Act, including sales at prices
related to the prevailing market prices or at negotiated prices subject to
certain minimum prices, and/or any other method permitted by law, including in
negotiated transactions (including block transactions). The Agents are entitled
to compensation of up to 2.0% of the gross sales price per share for any Common
Shares sold by them. Subject to the terms and conditions of the Sales Agreement,
the Agents will use their commercially reasonable efforts to sell on the
Company's behalf any Common Shares to be offered by the Company under the Sales
Agreement. The offering of Common Shares pursuant to the Sales Agreement will
terminate upon the earlier of (a) the sale of all the Common Shares subject to
the Sales Agreement, and (b) the termination of the Sales Agreement by the
Agents or the Company.

The Company and the Operating Partnership made certain customary
representations, warranties and covenants concerning the Company, the Operating
Partnership and the Common Shares in the Sales Agreement and also agreed to
indemnify the Agents against certain liabilities, including liabilities under
the Securities Act.

The Common Shares sold under the Sales Agreement will be offered and sold
pursuant to the Company's shelf registration statement on Form S-3 (Registration
No. 333-251600) filed with the Securities and Exchange Commission (the "SEC") on
December 22, 2020, which was declared effective by the SEC on January 5, 2021, a
base prospectus dated January 5, 2021 and a prospectus supplement filed with the
SEC on January 5, 2021. This Current Report on Form 8-K does not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale
of Common Shares in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state. The foregoing description of the material terms of the Sales
Agreement and the transactions contemplated thereby does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Sales Agreement by and among the Company, the Operating Partnership and the
Agents, a copy of which is filed as Exhibit 1.1 to this report and incorporated
herein by reference.

An opinion of Venable LLP with respect to the validity of common shares that may
be offered and sold pursuant to this prospectus supplement and the accompanying
prospectus is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits

Exhibit No.                Description
  1.1                      Sales Agreement, dated January 5, 2021, by and among Chatham Lodging
                           Trust, Chatham Lodging, L.P. and Cantor

Fitzgerald & Co., Barclays Capital


                           Inc., BMO Capital Markets Corp., BofA

Securities, Inc., BTIG, LLC,

Citigroup Global Markets Inc., Regions

Securities LLC, Stifel, Nicolaus &

Company, Incorporated and Wells Fargo Securities, LLC.
  5.1                      Opinion of Venable LLP regarding legality of shares.
  23.1                     Consent of Venable LLP (included in Exhibit 5.1).
                           Cover page Interactive Data File (embedded within the Inline XBRL
104                        document).

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