0001418121false00014181212026-07-232026-07-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): July 23, 2026 |
APPLE HOSPITALITY REIT, INC.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Virginia |
001-37389 |
26-1379210 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
|
814 East Main Street |
|
Richmond, Virginia |
|
23219 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 804 344-8121 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s) |
|
Name of each exchange on which registered
|
Common Shares, no par value |
|
APLE |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Apple Hospitality REIT, Inc. (which is referred to below as the “Company”) is filing this report in accordance with Items 1.01, 2.03, 8.01 and 9.01 of Form 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
On July 23, 2026 (the “Closing Date”), the Company entered into a Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) among the Company, as borrower, certain subsidiaries of the Company from time to time party thereto, as guarantors, Bank of America, N.A. (“Bank of America”), as administrative agent, and the other lenders from time to time party thereto. The Amended Credit Agreement amends and restates in its entirety the Third Amended and Restated Credit Agreement, dated as of July 25, 2022, among the Company, the subsidiaries of the Company from time to time party thereto, Bank of America, as administrative agent, and the other lenders from time to time party thereto (the “Prior Credit Agreement”).
The Amended Credit Agreement provides for (i) an increase in the aggregate commitments under the Company’s senior unsecured revolving credit facility (the “Revolver”) from $650 million to $700 million, (ii) an extension of the scheduled maturity date of the Revolver from July 25, 2026 to July 24, 2030, which maturity date may be further extended, at the Company’s election, pursuant to either a 1-year extension option or up to two 6-month extension options, subject to the satisfaction of certain customary conditions set forth in the Amended Credit Agreement, (iii) an extension of the scheduled maturity date of the Company’s $275 million senior unsecured term loan (the “Term A-1 Loan”) from July 25, 2027 to July 24, 2031 and (iv) an extension of the scheduled maturity date of the Company’s $300 million senior unsecured term loan (the “Term A-2 Loan,” and together with the Revolver and the Term A-1 Loan, the “Facilities”) from January 31, 2028 to January 23, 2032. As of the Closing Date, the Company had approximately $14 million outstanding under the Revolver, $275 million outstanding under the Term A-1 Loan and $300 million outstanding under the Term A-2 Loan.
The Amended Credit Agreement includes an option for the Company to increase the aggregate commitments under any of the Facilities and/or incur one or more new tranches of incremental term loans in an aggregate amount such that the total commitments under all facilities do not exceed $1.75 billion, subject to certain conditions, including obtaining commitments from one or more lenders to provide such increased amounts or additional tranches. The Amended Credit Agreement also permits the Company to utilize up to $25 million of the available revolving loan commitments under the Revolver for the issuance of letters of credit.
Borrowings under the Amended Credit Agreement will, subject to certain exceptions, accrue interest at a per annum rate of (i) in the case of the Revolver, (a) SOFR plus a margin ranging from 140 to 230 basis points or (b) a base rate plus a margin ranging from 40 to 130 basis points, and (ii) in the case of each of the Term A-1 Loan and the Term A-2 Loan, (a) SOFR plus a margin ranging from 135 to 225 basis points or (b) a base rate plus a margin ranging from 35 to 125 basis points. In all such cases, the actual margin is determined from time to time based on the consolidated leverage ratio of the Company and its subsidiaries. An unused commitment fee (the “Unused Fee”) of 20 or 25 basis points per annum, depending on the amount of borrowings under the Revolver, accrues on unused portions of the Revolver.
In the event that the Company’s long-term senior unsecured non-credit enhanced debt receives an investment grade credit rating (an “Investment Grade Rating”), the Company may elect to have borrowings under the Amended Credit Agreement accrue interest, and the Revolver accrue a facility fee in lieu of the Unused Fee, in each case at reduced rates determined by reference to the Company’s then-applicable credit ratings.
Amounts owing under the Amended Credit Agreement are guaranteed by each subsidiary of the Company that either owns a property included in the pool of unencumbered eligible properties (the “Unencumbered Pool”) or directly or indirectly owns equity interests in a subsidiary that owns a property included in the Unencumbered Pool. Subject to certain conditions and exceptions, upon achieving an Investment Grade Rating, the Company may elect that the subsidiary guarantors be released from such guaranty.
The Amended Credit Agreement requires, and the Company’s ability to borrow under the Revolver will be subject to, ongoing compliance by the Company and its subsidiaries with various affirmative and negative covenants, including with respect to liens, dividends, mergers and asset sales. In addition, the Amended Credit Agreement requires that the Company satisfy certain financial covenants, including:
•ratio of consolidated total indebtedness (net of the amount of unrestricted cash and cash equivalents in excess of $10,000,000) to consolidated EBITDA of not more than 7.25 to 1.0;
•ratio of consolidated secured indebtedness to consolidated total assets of not more than 45%;
•ratio of adjusted consolidated EBITDA to consolidated fixed charges of not less than 1.5 to 1.0;
•ratio of unencumbered adjusted net operating income to consolidated interest expense in respect of consolidated unsecured indebtedness of not less than 2.0 to 1.0;
•ratio of consolidated net unsecured indebtedness (net of the amount of unrestricted cash and cash equivalents in excess of $10,000,000) to unencumbered asset value of not more than 60% (which may be increased to 65% for up to four quarters following a material acquisition on up to two occasions during the term of the Amended Credit Agreement); and
•ratio of consolidated secured recourse indebtedness to consolidated total assets of not more than 10%.
The Amended Credit Agreement includes customary representations and warranties, which must continue to be true and correct in all material respects as a condition to future draws under the Revolver. The Amended Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure, following which the lenders may accelerate all amounts outstanding under the Amended Credit Agreement.
The foregoing summary of the Amended Credit Agreement is qualified in its entirety by reference to the Amended Credit Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
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 is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On July 28, 2026, the Company issued a press release announcing the completion of the refinancing transactions described above. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
On July 24, 2026, the Company, as borrower, and certain of its subsidiaries, as guarantors, amended and restated the credit agreement with respect to its existing $130 million unsecured term loan with PNC Bank, National Association, as administrative agent, and the lenders party thereto (as amended and restated, the “Seven-Year Term Loan”), increasing the amount of the term loan to $160 million and extending the scheduled maturity date to July 24, 2033. The incremental $30 million was funded at closing and will be used to repay the Company’s then-outstanding balance under the Revolver and certain secured indebtedness. The Seven-Year Term Loan includes an accordion feature under which the aggregate commitments may be increased up to $300 million, subject to certain conditions. Borrowings under the Seven-Year Term Loan accrue interest at a per annum rate of SOFR plus a margin ranging from 170 to 265 basis points, depending on the Company’s leverage ratio as calculated under the terms of the Seven-Year Term Loan credit agreement. PNC Capital Markets LLC and The Huntington National Bank served as joint lead arrangers and joint bookrunners in connection with the Seven-Year Term Loan.
In connection with the foregoing, the Company also entered into conforming amendments for two of its existing unsecured term loan facilities: (i) the $385 million unsecured term loan maturing July 31, 2030 and (ii) the $85 million unsecured term loan maturing December 31, 2029, in each case to align the applicable pricing grid and representations and warranties, covenants, events of default and certain other provisions with that of the Amended Credit Agreement. The principal amounts and scheduled maturity dates for those facilities remain unchanged.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
10.1* |
Fourth Amended and Restated Credit Agreement, dated as of July 23, 2026, by and among Apple Hospitality REIT, Inc., as borrower, certain subsidiaries of Apple Hospitality REIT, Inc., as guarantors, Bank of America, N.A., as Administrative Agent and the lenders party thereto. |
99.1 |
Press Release dated July 28, 2026 |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL). |
* Apple Hospitality REIT, Inc. has omitted certain schedules and exhibits pursuant to Item 601(a) of Regulation S-K and shall furnish supplementally to the SEC copies of any of the omitted schedules and exhibits upon request by the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
Apple Hospitality REIT, Inc. |
|
|
|
By: |
|
/s/ Justin G. Knight |
|
|
Justin G. Knight |
|
|
Chief Executive Officer |
|
|
|
|
|
July 28, 2026 |
Exhibit 99.1

Apple Hospitality REIT Successfully Completes Refinancing Transactions
Upsizes Revolving Credit Facility and Increases Unsecured Term Loan Capacity with Staggered Maturities
RICHMOND, Va. (July 28, 2026) – Apple Hospitality REIT, Inc. (NYSE: APLE) (the “Company” or “Apple Hospitality”) today announced the successful completion of refinancing transactions that further enhance the strength and flexibility of its conservative balance sheet and extend its staggered debt maturity schedule. On July 23, 2026, the Company entered into an amendment and restatement of its existing unsecured $1.2 billion credit facility (the "Main Credit Facility"), increasing total borrowing capacity under the facility to approximately $1.3 billion and extending the Company's maturity schedule while achieving improved pricing terms across the majority of the credit agreement’s leverage-based pricing grid. The Company also entered into an amendment and restatement of its $130 million term loan, increasing the amount of the term loan to $160 million and extending the maturity date by seven years (the “Seven-Year Term Loan”).
“We are pleased to build upon the strength of our balance sheet and liquidity position with the successful execution of these refinancing transactions,” commented Liz Perkins, Senior Vice President and Chief Financial Officer of Apple Hospitality REIT. “We greatly appreciate the longstanding partnerships with our lenders and their continued confidence in our strategy, our disciplined track record, and the strength of our portfolio. With their support, we improved pricing and more favorably laddered and extended our debt maturity schedule, providing the Company with additional financial flexibility and liquidity to pursue strategic growth opportunities and capital allocation priorities in the coming years.”
The Main Credit Facility comprises a term loan of $275 million with an extended maturity date of July 24, 2031; a term loan of $300 million with an extended maturity date of January 23, 2032; and a revolving credit facility of $700 million with an initial maturity date of July 24, 2030, which may be extended up to one year subject to certain conditions. Updates under the amended and restated credit agreement of the Main Credit Facility provide for additional capacity of $50 million under the revolving credit facility, improve certain financial covenants, and update pricing. The amended and restated credit agreement includes an accordion feature in which the amount of the total Main Credit Facility may be increased from approximately $1.3 billion to $1.75 billion. The pricing grid on the Main Credit Facility ranges from a SOFR rate plus 1.35% to 2.30%, depending on the specific loan and the Company’s leverage ratio as calculated under the terms of the credit agreement.
The Seven-Year Term Loan has an extended maturity date of July 24, 2033. The updates to the Seven-Year Term Loan provide for an extension of the maturity date by seven years and an increase in the term loan amount from $130 million to $160 million, with the incremental $30 million funded at closing and to be used towards the Company’s then-outstanding revolving credit facility balance and secured debt maturities. The credit agreement for the Seven-Year Term Loan includes an accordion feature in which the total facility may be increased from $160 million to $300 million. Pricing ranges from a SOFR rate plus 1.70% to 2.65%, depending on the Company’s leverage ratio as calculated under the terms of the credit agreement.
The Company also successfully worked with its lenders to conform the pricing grid on two other unsecured credit facilities, totaling $470 million, to match the improved pricing under the Main Credit Facility. The amendments did not change the principal amounts of the two term loans or their maturity dates.
Following the completion of these refinancing transactions, the Company has no significant debt maturities until 2029, reinforcing Apple Hospitality's conservative, well-laddered debt maturity schedule and financial flexibility. The Company has extended the weighted average maturity of its total consolidated debt to nearly five years and has no outstanding borrowings under its revolving credit facility, preserving substantial available liquidity to support the Company’s long-term growth strategy.
The Main Credit Facility was arranged by BofA Securities, Inc., Wells Fargo Securities, LLC, KeyBanc Capital Markets, and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, with PNC Capital Markets LLC and Truist Securities, Inc. also serving as joint lead arrangers.
The Seven-Year Term Loan was arranged by PNC Capital Markets LLC and The Huntington National Bank as joint lead arrangers and joint bookrunners.
About Apple Hospitality REIT, Inc.
Apple Hospitality REIT, Inc. (NYSE: APLE) is a publicly traded real estate investment trust (“REIT”) that owns one of the largest and most diverse portfolios of upscale, rooms-focused hotels in the United States. Apple Hospitality’s portfolio consists of 216 hotels with approximately 29,500 guest rooms located in 83 markets throughout 37 states and the District of Columbia. Concentrated with industry-leading brands, the Company’s hotel portfolio consists of 114 Hilton-branded hotels, 96 Marriott-branded hotels, five Hyatt-branded hotels and one independent hotel. For more information, please visit www.applehospitalityreit.com.
Forward-Looking Statements Disclaimer
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are typically identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” “outlook,” “strategy,” and similar expressions that convey the uncertainty of future events or outcomes. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, but are not limited to, the ability of the Company to effectively acquire and dispose of properties and redeploy proceeds; the anticipated timing and frequency of shareholder distributions; the ability of the Company to fund capital obligations; the ability of the Company to successfully integrate pending transactions and implement its operating strategy; changes in general political, economic and competitive conditions and specific market conditions (including the potential effects of tariffs, inflation or a recessionary environment); reduced business and leisure travel due to geopolitical uncertainty, including terrorism and acts of war; travel-related health concerns, including widespread outbreaks of infectious or contagious diseases in the U.S.; inclement weather conditions, including natural disasters such as hurricanes, earthquakes and wildfires; government shutdowns, airline strikes or equipment failures or other disruptions; adverse changes in the real estate and real estate capital markets; financing risks; changes in interest rates; litigation risks; regulatory proceedings or inquiries; and changes in laws or regulations or interpretations of current laws and regulations that impact the Company’s business, assets or classification as a REIT. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended. Readers should carefully review the risk factors described in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, those discussed in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Any forward-looking statement that the Company makes speaks only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events, or otherwise, except as required by law.
Contact:
Apple Hospitality REIT, Inc.
Kelly Clarke, Vice President, Investor Relations
804‐727‐6321
kclarke@applereit.com
For additional information or to receive press releases by email, visit www.applehospitalityreit.com.