Apple Hospitality REIT extends $242.5M buyback

Apple Hospitality REIT, Inc. reported results of its Annual Meeting and extended its share repurchase program.

Accepted by SEC EDGAR 05/27/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Apple Hospitality REIT, Inc. reported results of its Annual Meeting and extended its share repurchase program. Shareholders elected eight directors for one-year terms ending at the 2027 Annual Meeting, with each nominee receiving over 170 million votes in favor and substantial broker non-votes recorded.

Shareholders also ratified KPMG LLP as independent auditor for the 2026 fiscal year with 199,438,485 votes for, and approved on an advisory basis the compensation of named executive officers with 175,328,993 votes for. Separately, the Board extended the Company’s share repurchase program until July 2027, authorizing repurchases of up to $242.5 million of common shares through open-market transactions, Rule 10b5-1 programs, or privately negotiated deals, with actual activity dependent on market conditions.

Insights

REIT and corporate governance analyst

Routine shareholder approvals and a sizable, flexible buyback extension.

The filing shows Apple Hospitality REIT receiving strong shareholder support for its full slate of directors, auditor ratification, and executive compensation. High "for" vote totals and limited opposition suggest general alignment between shareholders and the Board.

The Board’s decision to extend the share repurchase program until July 2027, with capacity up to $242.5 million, gives ongoing flexibility to return capital when conditions are favorable. Actual impact will depend on how aggressively the Company uses this authorization under prevailing market and liquidity conditions.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Highest director "for" votes: 180,820,187 votes Auditor ratification support: 199,438,485 votes for Say-on-pay support: 175,328,993 votes for +2 more

5 metrics

Highest director "for" votes 180,820,187 votes Votes for director nominee Carolyn B. Handlon

Auditor ratification support 199,438,485 votes for KPMG LLP ratified for fiscal year ending December 31, 2026

Say-on-pay support 175,328,993 votes for Advisory vote on named executive officer compensation

Share repurchase authorization $242.5 million Maximum common shares repurchases permitted under program

Buyback program term Until July 2027 Expiration of extended share repurchase program

Key Terms

broker non-votes, advisory vote, share repurchase program, Rule 10b5-1 programs

4 terms

broker non-votes financial

"NOMINEE | | FOR | | WITHHELD | | BROKER NON-VOTES |"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"An advisory vote regarding the approval of compensation paid to the Company’s named executive officers."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

share repurchase program financial

"the Company’s existing share repurchase program. The extended share repurchase program permits the repurchase of up to $242.5 million"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

Rule 10b5-1 programs regulatory

"Repurchases may be made in the open market, through 10b5-1 programs or in privately negotiated transactions."

A Rule 10b5-1 program is a prearranged plan that lets company insiders automatically buy or sell their employer’s stock at specified times or prices, even when they later possess nonpublic information. Think of it like setting a timed autopilot for trades so decisions are made in advance rather than in the moment; investors care because such plans increase transparency and reduce insider-trading risk, but trades made under a plan may not reflect an insider’s current view of the business.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Apple Hospitality REIT (APLE) shareholders approve at the 2026 Annual Meeting?

Shareholders elected eight directors for one-year terms, ratified KPMG LLP as auditor for 2026, and approved on an advisory basis the compensation of named executive officers, all with strong majority support and typical broker non-vote levels.

How did Apple Hospitality REIT (APLE) vote on executive compensation in this filing?

Shareholders approved the advisory resolution on executive compensation with 175,328,993 votes for, 5,940,374 against, and 730,287 abstentions, plus 20,674,943 broker non-votes. This indicates broad but not unanimous support for the Company’s pay practices.

Was KPMG LLP ratified as Apple Hospitality REIT (APLE) auditor for 2026?

Yes. Shareholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 199,438,485 votes for, 2,704,182 against, and 531,930 abstentions, and no broker non-votes reported on this proposal.

What are the key details of Apple Hospitality REIT (APLE) share repurchase program extension?

The Board extended the existing share repurchase program until July 2027, authorizing repurchases of up to $242.5 million of common shares. Repurchases may occur via open-market trades, Rule 10b5-1 plans, or privately negotiated transactions, depending on market conditions.

Does the Apple Hospitality REIT (APLE) buyback extension guarantee future share repurchases?

No. The authorization allows repurchases of up to $242.5 million through July 2027, but the Company states there can be no assurances that additional purchases will occur. Actual repurchases will depend on market conditions and other corporate considerations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001418121false00014181212026-05-222026-05-22

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): May 22, 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 5.07 and 8.01 of Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2026, the Company held its Annual Meeting. At the Annual Meeting, shareholders considered:

1.The election of eight (8) directors to the Board of Directors (the “Board”);

2.The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm to serve for 2026; and

3.An advisory vote regarding the approval of compensation paid to the Company’s named executive officers.

The Company's shareholders voted as follows on these matters:

1.The Company’s shareholders elected the eight director nominees named in the proxy statement with the following votes:

NOMINEE		FOR		WITHHELD		BROKER NON-VOTES
Glenn W. Bunting		177,756,332		4,243,322		20,674,943
Jon A. Fosheim		177,839,684		4,159,970		20,674,943
Carolyn B. Handlon		180,820,187		1,179,467		20,674,943
Glade M. Knight		179,493,266		2,506,388		20,674,943
Justin G. Knight		179,868,747		2,130,907		20,674,943
Blythe J. McGarvie		179,121,070		2,878,584		20,674,943
L. Hugh Redd		177,744,462		4,255,192		20,674,943
Howard E. Woolley		170,654,955		11,344,699		20,674,943

The eight duly elected directors, constituting all of the Board’s directors, will serve a one-year term expiring at the 2027 Annual Meeting of Shareholders.

2.The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal received the following votes:

FOR			AGAINST		ABSTAIN		BROKER NON-VOTES
	199,438,485		2,704,182		531,930		-

3.The Company’s shareholders voted on the advisory resolution to approve the compensation paid to the Company’s named executive officers with the following votes:

FOR			AGAINST		ABSTAIN		BROKER NON-VOTES
	175,328,993		5,940,374		730,287		20,674,943

Item 8.01 Other Events.

On May 22, 2026, the Board approved an extension until July 2027 of the Company’s existing share repurchase program. The extended share repurchase program permits the repurchase of up to $242.5 million of the Company’s common shares. Repurchases may be made in the open market, through 10b5-1 programs or in privately negotiated transactions. The timing of share repurchases and the number of common shares to be repurchased will depend upon prevailing market conditions and other factors. There can be no assurances that the Company will make additional purchases under the share repurchase program.

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
		May 27, 2025

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