Summit Hotel Properties names Nieves CFO, Wudel COO
Both agreements may renew automatically for successive one-year terms unless either party provides at least 30 days' notice of non-renewal.
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Form Type
8-K
Rhea-AI Filing Summary
Summit Hotel Properties, Inc. (INN) appointed Michael Nieves Executive Vice President and Chief Financial Officer and Adam Wudel Executive Vice President and Chief Operating Officer, effective November 1, 2026. Each agreement provides an annual base salary of $450,000 and eligibility for an annual cash performance bonus targeted at not less than 100% of then-current base salary, based on performance goals and other requirements established by the Compensation Committee.
Nieves will receive a time-based restricted stock award valued at $750,000. Subject to continued employment, 25% vests on each of the first two anniversaries of the applicable vesting commencement date and 50% on the third anniversary. Both agreements provide for severance multiples of 1.5 times or 2 times under specified termination and control-change circumstances. Nieves agreed to relocate to the greater Austin area by July 31, 2027; if he does not, the company may require repayment of all or part of his 2026 annual bonus.
Filing Explained
A covered termination can trigger severance of up to two times salary and target bonus, with additional benefits and no excise-tax gross-up.
The employment agreements take effect
The 1.5-times multiple applies in specified pre-control-change cases; the 2-times multiple applies to termination without cause on or after, or within nine months before, a control-change date, and to voluntary termination for good reason on or after that date.
The multiplied payments cover then-current base salary and target annual bonus; the agreements also list a prorated bonus and up to 12 months of COBRA premium reimbursement, subject to a signed, unrevoked release.
Neither agreement provides an excise-tax gross-up: parachute payments may be reduced to avoid excise tax, unless the executive would receive greater after-tax benefits from the unreduced payments.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual base salary: $450,000 annually for each executive
Target annual cash performance bonus: Not less than 100% of then-current base salary
Nieves restricted stock award: $750,000
+5 more
8 metrics
Annual base salary
$450,000 annually for each executive
Employment agreements effective November 1, 2026
Target annual cash performance bonus
Not less than 100% of then-current base salary
Eligibility for each calendar year during the agreement term, subject to performance goals and other requirements
Nieves restricted stock award
$750,000
Time-based award, subject to continued employment
First- and second-anniversary vesting
25% on each anniversary
Nieves award; anniversaries of the applicable vesting commencement date
Third-anniversary vesting
50%
Nieves award; subject to continued employment
Initial employment agreement term
November 1, 2026 to November 1, 2027
Both executives' agreements
Severance multiple
1.5 times
Applies under specified termination circumstances before a control change date
Severance multiple
2 times
Applies under specified termination circumstances on or around a control change date
Key Terms
severance multiple, control change date, parachute payments, clawback policy
4 terms
severance multiple financial
"The “severance multiple” is one and one-half times"
control change date regulatory
"within the 9-month period preceding a control change date"
parachute payments regulatory
"treated as parachute payments under the Internal Revenue Code"
clawback policy regulatory
"terms of any Company recoupment or “clawback” policy"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who are INN's new CFO and COO, and when do they start?
Michael Nieves becomes Executive Vice President and Chief Financial Officer, and Adam Wudel becomes Executive Vice President and Chief Operating Officer, effective November 1, 2026.
What compensation does INN's new CFO receive?
Michael Nieves's agreement provides an annual base salary of $450,000 and eligibility for an annual cash performance bonus targeted at not less than 100% of his then-current base salary, based on performance goals and other Compensation Committee requirements. He will also receive a time-based restricted stock award valued at $750,000, subject to continued employment.
What happens if INN CFO Michael Nieves does not relocate to Austin?
Michael Nieves agreed to relocate to the greater Austin, Texas, area on or before July 31, 2027. If he does not, the company may require him, as determined by its Board of Directors or Compensation Committee, to repay all or a portion of any annual bonus earned for 2026.
What severance do INN's new executive agreements provide?
For either executive, a termination without cause or voluntary termination for good reason may trigger severance, subject to timely execution and non-revocation of a general release of claims. The multiple is one and one-half times in specified circumstances before a control change date, and two times for qualifying terminations on or after that date or within the specified nine-month period before or after it.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 29, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| of incorporation or organization) | ||||||||
(Address of Principal Executive Offices) (Zip Code)
(512 ) 538-2300
(Registrant’s telephone number, including area code)
Not applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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)
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2026, Summit Hotel Properties, Inc. (the “Company”) announced the appointment, effective as of November 1, 2026, of Michael Nieves as the Company’s Executive Vice President and Chief Financial Officer and the appointment of Adam Wudel as the Company’s Executive Vice President and Chief Operating Officer.
CFO Background and Employment Agreement
Most recently Mr. Nieves served as Senior Vice President of Finance and Treasurer for PENN Entertainment, Inc. (NYSE: PENN), where he oversaw all treasury functions, liquidity management, capital deployment and strategy, financial and operational analyses, risk management and communications with the investment community.
Prior to joining PENN, Mr. Nieves was most recently a Director in JLL’s M&A and Corporate Advisory group where he advised on and executed large real estate acquisitions and capital markets transactions. Prior to JLL, he was a Vice President in Citigroup’s Real Estate and Lodging Investment Banking Group, where he worked on M&A, leveraged loans, and equity and debt capital markets transactions. Before Citigroup, he worked at Willkie Farr & Gallagher as a corporate lawyer, executing bank finance transactions and other corporate and SEC matters.
Mr. Nieves holds a B.A. from the University of Michigan, a J.D. from American University, and an M.B.A. from the Darden School of Business at the University of Virginia.
The Company and Mr. Nieves have entered into an employment agreement that will become effective as of November 1, 2026. The material terms of the employment agreement are summarized below, and such summary is qualified in its entirety by the actual terms of the employment agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
The employment agreement has an initial term that will commence on November 1, 2026, and will expire on November 1, 2027. The employment agreement provides for automatic successive one-year extensions unless either party provides at least 30 days’ notice of non-renewal.
The employment agreement requires Mr. Nieves to devote substantially all of his business time, attention and effort to the Company’s affairs. In connection with his appointment, Mr. Nieves has agreed to relocate to the greater Austin, Texas, area by July 31, 2027. Prior to his relocation, the Company will reimburse Mr. Nieves for reasonable travel expenses incurred in connection with commuting and lodging while he is in Austin, Texas. If Mr. Nieves does not relocate to the greater Austin, Texas area on or prior to July 31, 2027, he may be required, as determined by the Company’s Board of Directors or the Compensation Committee, to repay all or a portion of any annual bonus earned for 2026.
The employment agreement provides for:
•an annual base salary equal to $450,000, which is subject to increase on an annual basis at the discretion of the Company’s Board of Directors or its Compensation Committee;
•for each calendar year during the term, eligibility for an annual cash performance bonus at a target level not less than 100% Mr. Nieves’ then-current base salary, based on the satisfaction of performance goals and other requirements established by the Compensation Committee;
•eligibility to participate in the Company’s 2024 Equity Incentive Plan (the “Equity Plan”); and
•eligibility to participate in the Company’s benefit plans in which other executive-level employees are eligible to participate.
The employment agreement provides that in the event that Mr. Nieves’ employment ends on account of a “termination without cause” or a “voluntary termination for good reason” (each as defined in the employment agreement), Mr. Nieves will be entitled to the following severance payments and benefits, subject to his timely execution and non-revocation of a general release of claims:
•Mr. Nieves will be paid an amount equal to the product of the “severance multiple” (as defined below) and his then-current base salary;
•Mr. Nieves will be paid an amount equal to the product of the severance multiple and his then-current target annual bonus;
•Mr. Nieves will be paid a pro-rated bonus for the then-current fiscal year based on the achievement of predetermined individual and/or corporate goals established by the Company’s Compensation Committee;
•Mr. Nieves will be reimbursed for premiums paid for COBRA coverage for him and his eligible dependents for up to 12 months following termination; and
•Mr. Nieves’ outstanding equity-based awards will be treated in accordance with the applicable award agreement.
The “severance multiple” is one and one-half times if Mr. Nieves’ employment ends upon a termination without cause before a control change date (as defined in the employment agreement) and a control change date does not occur within the 9-month period following the date of termination or if Mr. Nieves’ employment ends upon a voluntary termination for good reason before a control change date. The “severance multiple” is two times in the event Mr. Nieves’ employment ends upon a termination without cause on or after the control change date or within the 9-month period preceding a control change date or if Mr. Nieves’ employment ends upon a voluntary termination for good reason on or after the date of a control change date.
The employment agreement does not provide an indemnification or gross-up payment for the parachute payment excise tax under Sections 280G and 4999 of the Internal Revenue Code. Instead, the employment agreement provides that the severance and any other payments or benefits that are treated as parachute payments under the Internal Revenue Code will be reduced to the maximum amount that can be paid without an excise tax liability. The parachute payments will not be reduced, however, if Mr. Nieves will receive greater after-tax benefits by receiving the total of unreduced benefits (after taking into account any excise tax liability payable by Mr. Nieves).
The employment agreement also contains confidentiality and non-disclosure restrictions, non-disparagement covenants, and non-competition and employee/customer non-solicitation restrictions.
Pursuant to the terms of the employment agreement, Mr. Nieves has acknowledged and agreed that any incentive compensation, whether payable in cash or equity, that is payable under the employment agreement or under any other agreement or any plan or arrangement is subject to recoupment or repayment if such action is required under applicable law or the terms of any Company recoupment or “clawback” policy.
Additionally, in connection with Mr. Nieves’ joining the Company, the Company and Mr. Nieves will enter into an indemnification agreement in substantially the same form as the Company has entered into with each of its currently serving directors and executive officers.
In connection with the appointment, Mr. Nieves will receive a time-based restricted stock award valued at $750,000 under the Company’s Equity Plan. The award will vest (i) with respect to 25% of the shares subject to the award on each of the first and second anniversaries of the applicable vesting commencement date and (ii) with respect to 50% of the shares subject to the award on the third anniversary of such vesting commencement date, in each case, subject to Mr. Nieves’ continued employment.
COO Background and Employment Agreement
Mr. Wudel has served in various operational and financial capacities since our initial public offering in 2011. He currently serves as our Executive Vice President and Chief Operating Officer. Mr. Wudel has served as Executive Vice President of Corporate Development since 2024. From 2017 to 2024, Mr. Wudel served as our Senior Vice President of Finance and Capital Markets. Mr. Wudel earned a Bachelor of Science in Business Administration – Finance Concentration from North Dakota State University.
The Company and Mr. Wudel have entered into an employment agreement that will become effective as of November 1, 2026. The material terms of the employment agreement are summarized below, and such summary is qualified in its entirety by the actual terms of the employment agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated by reference herein.
The employment agreement has an initial term that will commence on November 1, 2026, and will expire on November 1, 2027. The employment agreement provides for automatic successive one-year extensions unless either party provides at least 30 days’ notice of non-renewal.
The employment agreement requires Mr. Wudel to devote substantially all of his business time, attention and effort to the Company’s affairs.
The employment agreement provides for:
•an annual base salary equal to $450,000, which is subject to increase on an annual basis at the discretion of the Board of Directors or its Compensation Committee;
•for each calendar year during the term, eligibility for an annual cash performance bonus at a target level not less than 100% Mr. Wudel’s then-current base salary, based on the satisfaction of performance goals and other requirements established by the Compensation Committee;
•eligibility to participate in the Company’s Equity Plan; and
•eligibility to participate in the Company’s benefit plans in which other executive-level employees are eligible to participate.
The employment agreement provides that in the event that Mr. Wudel’s employment ends on account of a “termination without cause” or a “voluntary termination for good reason” (each as defined in the employment agreement), Mr. Wudel will be entitled to the following severance payments and benefits, subject to his timely execution and non-revocation of a general release of claims:
•Mr. Wudel will be paid an amount equal to the product of the “severance multiple” (as defined below) and his then-current base salary;
•Mr. Wudel will be paid an amount equal to the product of the severance multiple and his then-current target annual bonus;
•Mr. Wudel will be paid a pro-rated bonus for the then-current fiscal year based on the achievement of predetermined individual and/or corporate goals established by the Company’s Compensation Committee;
•Mr. Wudel will be reimbursed for premiums paid for COBRA coverage for him and his eligible dependents for up to 12 months following termination; and
•Mr. Wudel’s outstanding equity-based awards will be treated in accordance with the applicable award agreement.
The “severance multiple” is one and one-half times if Mr. Wudel’s employment ends upon a termination without cause before a control change date (as defined in the employment agreement) and a control change date does not occur within the 9-month period following the date of termination or if Mr. Wudel’s employment ends upon a voluntary termination for good reason before a control change date. The “severance multiple” is two times in the event Mr. Wudel’s employment ends upon a termination without cause on or after the control change date or within the 9-month period preceding a control change date or if Mr. Wudel’s employment ends upon a voluntary termination for good reason on or after a control change date.
The employment agreement does not provide an indemnification or gross-up payment for the parachute payment excise tax under Sections 280G and 4999 of the Internal Revenue Code. Instead, the employment agreement provides that the severance and any other payments or benefits that are treated as parachute payments under the Internal Revenue Code will be reduced to the maximum amount that can be paid without an excise tax liability. The parachute payments will not be reduced, however, if Mr. Wudel will receive greater after-tax benefits by receiving the total of unreduced benefits (after taking into account any excise tax liability payable by Mr. Wudel).
The employment agreement also contains confidentiality and non-disclosure restrictions, non-disparagement covenants and non-competition and employee/customer non-solicitation restrictions.
Pursuant to the terms of the employment agreement, Mr. Wudel has acknowledged and agreed that any incentive compensation, whether payable in cash or equity, that is payable under the employment agreement or under any other agreement or any plan or arrangement is subject to recoupment or repayment if such action is required under applicable law or the terms of any Company recoupment or “clawback” policy.
Additionally, in connection with Mr. Wudel joining the Company, the Company and Mr. Wudel will enter into an indemnification agreement in substantially the same form as the Company has entered into with each of its currently serving directors and executive officers.
Item 7.01. Regulation FD Disclosure
On October 29, 2026, the Company issued a press release announcing the appointment of Michael Nieves as the Company’s Executive Vice President and Chief Financial Officer and the appointment of Adam Wudel as the Company’s Executive Vice President and Chief Operating Officer. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |||||||
10.1 | Employment Agreement, effective as of November 1, 2026, between Summit Hotel Properties, Inc. and Michael Nieves. | |||||||
10.2 | Employment Agreement, effective as of November 1, 2026, between Summit Hotel Properties, Inc. and Adam Wudel. | |||||||
99.1 | Press release, dated October 29, 2026 | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURE
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 thereunto duly authorized.
| SUMMIT HOTEL PROPERTIES, INC. | |||||||||||
| Date: October 29, 2026 | By: | /s/ Christopher R. Eng | |||||||||
| Christopher R. Eng Executive Vice President, General Counsel, Chief Risk Officer and Secretary | |||||||||||
1 | P a g e 13215 Bee Cave Pkwy, Suite B-300, Austin, TX 78738 Telephone: 512-538-2300 Fax: 512-538-2333 www.shpreit.com NEWS RELEASE SUMMIT HOTEL PROPERTIES ANNOUNCES EXECUTIVE LEADERSHIP APPOINTMENTS Austin, Texas, October 29, 2026 - - - Summit Hotel Properties, Inc. (NYSE: INN) (the “Company”) today announced key additions to its executive leadership team, including the appointment of Mike Nieves as Executive Vice President and Chief Financial Officer and the promotion of Adam Wudel to Executive Vice President and Chief Operating Officer, both effective November 1st, 2026. Mike Nieves – Executive Vice President and Chief Financial Officer "We are thrilled to welcome Mike to Summit as our new Chief Financial Officer," said Jonathan Stanner, President and Chief Executive Officer. "Mike brings a wealth of financial expertise and capital markets experience across the real estate, hospitality and entertainment sectors. His proven track record in capital raising and deployment, investor relations, and treasury and risk management makes him an ideal fit to help drive Summit's continued growth and value creation for stockholders." Mr. Nieves joins Summit from PENN Entertainment, Inc., where he served as Senior Vice President of Finance and Treasurer, overseeing all investor relations, capital markets, FP&A, treasury, and risk management functions for the publicly traded gaming, entertainment and hospitality company. Prior to PENN Entertainment, Mr. Nieves was a Director in JLL's M&A and Corporate Advisory group, where he advised on and executed dispositions, strategic transactions and capital raising initiatives in the real estate sector. Earlier in his career, he was a Vice President in Citigroup's Real Estate and Lodging Investment Banking Group and prior to that he practiced as a corporate lawyer at Willkie Farr & Gallagher. Mr. Nieves holds a B.A. from the University of Michigan, a J.D. from American University – Washington College of Law, and an M.B.A. from the Darden School of Business at the University of Virginia. Adam Wudel – Executive Vice President and Chief Operating Officer "Adam's promotion to Chief Operating Officer is a well-deserved recognition of his outstanding contributions to Summit over the course of his 18-year tenure with the Company," said Mr. Stanner. "Adam has been instrumental in leading our asset management and revenue strategy teams, along with overseeing the Company’s investment activities. His deep knowledge of our portfolio, our operations, and the broader lodging landscape position him to excel in this expanded leadership role." Mr. Wudel has served in roles of increasing responsibility at Summit, most recently as Executive Vice President of Corporate Development, overseeing asset management, revenue strategy, data analytics and transaction activity for the Company. Previously, he served as Senior Vice President Finance, Capital Markets and Treasurer where he led the Company’s capital markets, investor relations, FP&A and treasury functions. Mr. Wudel holds a B.S. degree in Business Administration - Finance from North Dakota State University.
2 | P a g e About Summit Hotel Properties Summit Hotel Properties, Inc. is a publicly traded real estate investment trust focused on owning premium-branded lodging properties with efficient operating models primarily in the Upscale segment of the lodging industry. As of October 29, 2026, the Company's portfolio consisted of 92 assets, 50 of which are wholly owned, with a total of 14,027 guestrooms located in 24 states. For additional information, please visit the Company's website, www.shpreit.com, and follow the Company on X at @SummitHotel_INN. Contact: Kevin Milota SVP – Corporate Finance Summit Hotel Properties, Inc. (737) 205-5787 Forward Looking Statements This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," "forecast," "continue," "plan," "likely," "would" or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company's control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy, supply and demand in the hotel industry and other factors as are described in greater detail in the Company's filings with the Securities and Exchange Commission, including, without limitation, the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.