Apple Hospitality REIT, Inc. (the “Company”) is filing this report in accordance with Items 8.01 and 9.01 of Form 8-K.
8.01 Other Events.
On August 6, 2026, the Company entered into an Amendment No. 2 (the “Amendment”) to the equity distribution agreement, dated February 23, 2024 and amended as of February 25, 2025 (as amended, the “Equity Distribution Agreement”) with Jefferies LLC, Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC (collectively, the “Agents”), pursuant to which the Company may continue to sell, from time to time, up to an aggregate sales price of $500,000,000 of its common shares, no par value per share, through the Agents.
The Amendment updates the definition of “Agent” and “Agents” in the Equity Distribution Agreement to remove B. Riley Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. and add Huntington Securities, Inc.
A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the material terms of the Amendment in this Item 8.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
From time to time, the Company has had customary commercial and/or investment banking relationships with the Agents and/or certain of their affiliates.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| 1.1 |
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Amendment No. 2 to Equity Distribution Agreement, dated August 6, 2026, by and among the Company, Jefferies LLC, Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC |
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| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |