Summit Hotel Properties (NYSE: INN) sets $200M at-the-market stock plan

Q: What is the role of forward sale agreements in INN’s equity program?

The company may enter into Forward Confirmations with forward purchasers, who are expected to borrow and sell shares to hedge their exposure. Net proceeds from these borrowed share sales go to the forward purchasers; the company receives cash only if it later settles the forwards, typically through physical share delivery.

Q: What commissions will managers earn under INN’s equity distribution agreement?

Each manager may receive a commission of up to 2.0% of the gross sales price for shares sold as sales agent. For forward sales, managers acting as forward sellers earn up to 2.0% via a reduction in the initial forward price per share under each Forward Confirmation.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Summit Hotel Properties, Inc. entered an equity distribution agreement allowing offers and sales of its common stock with an aggregate gross sales price of up to $200,000,000. Shares may be sold from time to time through multiple financial institutions as sales agents, principals and/or forward sellers in transactions deemed “at-the-market offerings” under Rule 415.

Each manager may receive a commission of up to 2.0% of the gross sales price on shares sold as agent, with a similar cap for forward sales via reductions to the forward price. Forward purchasers are expected to borrow and sell shares to hedge their exposure; all net proceeds from those borrowed shares go to the forward purchasers, not the company. The company intends to contribute net proceeds it does receive to its operating partnership to fund general business and working capital needs, including hotel acquisitions, repayment of indebtedness, capital improvements to hotels and other general corporate purposes.

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8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM capacity: $200,000,000 Maximum manager commission: 2.0% Maximum forward seller commission: 2.0% +3 more

6 metrics

ATM capacity $200,000,000 Aggregate gross sales price of common stock that may be sold under the equity distribution agreement

Maximum manager commission 2.0% Commission rate on gross sales price of shares sold through a manager as sales agent

Maximum forward seller commission 2.0% Commission, via forward price reduction, on gross sales price per share of borrowed stock sold as forward seller

Shelf registration file number File No. 333-293752 Effective shelf registration statement referenced for the at-the-market program

Shelf registration filing date February 25, 2026 Date the shelf registration statement covering the at-the-market shares was filed

Prospectus supplement date August 7, 2026 Date of the prospectus supplement for the at-the-market common stock offering

Key Terms

at-the-market offerings, Forward Confirmation, forward price, physical settlement, +2 more

6 terms

at-the-market offerings regulatory

"made in sales deemed to be “at-the-market offerings” as defined in Rule 415"

An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.

Forward Confirmation financial

"forward sale agreements to be entered into by the Company with the related Forward Purchasers (each a “Forward Confirmation”)"

forward price financial

"the forward price will be subject to adjustment on a daily basis based on a floating interest rate factor"

physical settlement financial

"expects to fully physically settle each Forward Confirmation with the relevant Forward Purchaser"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

shelf registration statement regulatory

"offered and sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

REIT financial

"consistent with the Company’s intention to qualify for taxation as a REIT for federal income tax purposes"

A real estate investment trust (REIT) is a company that owns, operates, or finances income-producing real estate, like shopping centers, apartments, or office buildings. For investors, REITs offer a way to invest in real estate without having to buy property directly, often providing regular income through dividends. They function like a mutual fund for real estate, making it easier for people to add property investments to their portfolio.

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Available on EDGAR 08/07/2026 - 04:28 PM Accepted by SEC EDGAR 08/07/2026 - 04:27 PM

FAQ

What equity program did Summit Hotel Properties (INN) put in place?

Summit Hotel Properties entered an equity distribution agreement to offer and sell up to $200,000,000 of common stock. Sales may occur over time through designated financial institutions acting as sales agents, principals and/or forward sellers in at-the-market offerings under Rule 415.

How much common stock can INN sell under its new at-the-market program?

The company can sell shares of common stock with an aggregate gross sales price of up to $200,000,000. These shares may be issued periodically through multiple managers on the New York Stock Exchange and other permitted trading venues, depending on company instructions and market conditions.

How will Summit Hotel Properties (INN) use the net proceeds from stock sales?

Net proceeds the company receives will be contributed to its operating partnership and used for general business and working capital purposes, including hotel acquisitions, repayment of outstanding indebtedness, capital improvements to hotels and other general corporate purposes, with temporary investment in interest-bearing instruments pending deployment.

What is the role of forward sale agreements in INN’s equity program?

The company may enter into Forward Confirmations with forward purchasers, who are expected to borrow and sell shares to hedge their exposure. Net proceeds from these borrowed share sales go to the forward purchasers; the company receives cash only if it later settles the forwards, typically through physical share delivery.

What commissions will managers earn under INN’s equity distribution agreement?

Each manager may receive a commission of up to 2.0% of the gross sales price for shares sold as sales agent. For forward sales, managers acting as forward sellers earn up to 2.0% via a reduction in the initial forward price per share under each Forward Confirmation.

Under what registration is INN’s at-the-market offering conducted?

Any shares sold under the program will be offered pursuant to an effective shelf registration statement filed on February 25, 2026 (File No. 333-293752), together with a prospectus supplement dated August 7, 2026 and an accompanying prospectus dated March 6, 2026.

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): August 7, 2026

SUMMIT HOTEL PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-35074	27-2962512
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13215 Bee Cave Parkway, Suite B-300

Austin, Texas 78738

(Address of Principal Executive Offices)

(512) 538-2300

(Registrant’s Telephone Number, Including Area Code)

N/A

(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	Name of each exchange on which registered
Common Stock, $0.01 par value	INN	New York Stock Exchange
Series E Cumulative Redeemable Preferred Stock, $0.01 par value	INN-PE	New York Stock Exchange
Series F Cumulative Redeemable Preferred Stock, $0.01 par value	INN-PF	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. ¨

Item 8.01

Other Events.

ATM Program

On August 7, 2026, Summit Hotel Properties, Inc. (the “Company”) and Summit Hotel OP, LP, the operating partnership of the Company (the “Operating Partnership”), entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Capital One Securities, Inc., Huntington Securities, Inc., J.P. Morgan Securities LLC, M&T Securities, Inc., Nomura Securities International, Inc. (as forward seller through BTIG, LLC), Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents for the Company, principals and/or (except in the case of Robert W. Baird & Co. Incorporated, BTIG, LLC, Capital One Securities, Inc. and M&T Securities, Inc.) forward sellers (in any such capacity, each a “Manager” and, collectively, the “Managers”) and Bank of America, N.A., The Bank of Nova Scotia, CF Secured, LLC, Huntington Securities, Inc., JPMorgan Chase Bank, National Association, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Royal Bank of Canada, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), providing for the offer and sale of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $200,000,000 through or to the Managers, as the Company’s sales agents or, if applicable, as forward sellers, or directly to the Managers, as principals.

Sales of shares of the Company’s Common Stock, if any, made through the Managers, as the Company’s sales agents or, if applicable, as forward sellers pursuant to the Equity Distribution Agreement, may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including (1) by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by the Company, the applicable Manager and the applicable investor, (2) to or through any market maker or (3) on or through any other national securities exchange or facility thereof, trading facility of a securities association or national securities exchange, alternative trading system, electronic communication network or other similar market venue.

The Managers are not required to sell any specific number or dollar amount of shares of the Company’s Common Stock, but will use their commercially reasonable efforts consistent with the Company’s normal trading and sales practices as its sales agents or as forward sellers and subject to the terms of the Equity Distribution Agreement and, in the case of shares offered through such Managers as forward sellers, the relevant forward sale agreements to be entered into by the Company with the related Forward Purchasers (each a “Forward Confirmation” and, collectively, the “Forward Confirmations”) to sell the shares of the Company’s Common Stock, as instructed by the Company and, in the case of shares offered through such Managers as forward sellers, the relevant Forward Purchasers. The shares of the Company’s Common Stock offered and sold through the Managers, as its sales agents or as forward sellers, pursuant to the Equity Distribution Agreement will be offered and sold through only one Manager on any given day.

Each Manager will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of shares of the Company’s Common Stock sold through it as its sales agent under the Equity Distribution Agreement. Under the terms of the Equity Distribution Agreement, the Company may also sell shares of its Common Stock to each of the Managers, as principal, at a price agreed upon at the time of sale. If the Company sells shares of its Common Stock to any Manager as principal, the Company will enter into a separate agreement with such Manager setting forth the terms of such transaction, and, to the extent required by applicable law, the Company will describe the agreement in a separate prospectus supplement or pricing supplement. In connection with each Forward Confirmation, the Company will pay the applicable Manager, as forward seller, a commission, in the form of a reduction to the initial forward price under the related Forward Confirmation, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the gross sales price per share of the borrowed shares of the Company’s Common Stock sold through such Manager, as forward seller, during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any dividends having an “ex-dividend” date during such forward selling period).

If the Company enters into a Forward Confirmation with any Forward Purchaser, the Company expects that such Forward Purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant Manager, acting as forward seller, shares of the Company’s Common Stock to hedge such Forward Purchaser’s exposure under such Forward Confirmation. All of the net proceeds from the sale of any such borrowed shares will be paid to the applicable Forward Purchaser (or one or more of its affiliates). The Company will not receive any proceeds from any sale of shares of its Common Stock borrowed by a Forward Purchaser (or its affiliate) and sold through a Manager acting as a forward seller.

The Company currently expects to fully physically settle each Forward Confirmation, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such Forward Confirmation. However, the Company will generally have the right, subject to certain exceptions, to elect cash settlement or net share settlement instead of physical settlement for any of the shares the Company has agreed to sell under such Forward Confirmation. If the Company elects to physically settle any Forward Confirmation or is deemed to have elected to physically settle any Forward Confirmation by delivering shares of its Common Stock, the Company will receive an amount of cash from the relevant Forward Purchaser equal to the product of (1) the forward price per share under such Forward Confirmation and (2) the number of shares of the Company’s Common Stock as to which the Company has elected or is deemed to have elected physical settlement, subject to the price adjustment and other provisions of such Forward Confirmation. Each Forward Confirmation will provide that the forward price will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread. In addition, the forward price will be subject to decrease on certain dates specified in the relevant Forward Confirmation by the amount per share of dividends the Company expects to declare on its Common Stock during the term of such Forward Confirmation. If the specified daily rate is less than the applicable spread on any day, the interest rate factor will result in a daily reduction of the forward price.

The Company intends to contribute the net proceeds it receives from the issuance and sale by the Company of any shares of its Common Stock to or through the Managers or upon physical settlement of any Forward Confirmation to its operating partnership. The Company’s operating partnership intends to use such proceeds for general business and working capital purposes, including the acquisition of hotels, the repayment of outstanding indebtedness, making capital improvements to hotels and other general corporate purposes. Pending such uses, net proceeds initially may be temporarily invested in interest-bearing accounts and short-term, interest-bearing securities or other investments that are consistent with the Company’s intention to qualify for taxation as a REIT for federal income tax purposes. The Company will not receive any proceeds from any sale of borrowed shares of the Company’s Common Stock by any Forward Purchaser in connection with any Forward Confirmation as a hedge of such Forward Confirmation.

Any shares of Common Stock that may be offered and sold pursuant to the Equity Distribution Agreement will be offered and sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on February 25, 2026 (File No. 333-293752) and a prospectus supplement dated August 7, 2026 and an accompanying prospectus dated March 6, 2026 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act. An opinion of Venable LLP with respect to the validity of shares of the Company’s Common Stock is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities 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 Equity Distribution Agreement (which includes, as an exhibit thereto, the form of the Forward Confirmation) is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of certain provisions of the Equity Distribution Agreement and the Forward Confirmation appearing in this Current Report on Form 8-K is not complete and is subject to, and qualified in its entirety by reference to, the Equity Distribution Agreement (including such form of Forward Confirmation included therein) filed herewith as an exhibit to this Current Report on Form 8-K and incorporated herein by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description

1.1			Equity Distribution Agreement, dated August 7, 2026, by and among Summit Hotel Properties, Inc., Summit Hotel OP, LP and Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Cantor Fitzgerald & Co., Capital One Securities, Inc., Huntington Securities, Inc., J.P. Morgan Securities LLC, M&T Securities, Inc., Nomura Securities International, Inc. (as forward seller through BTIG, LLC), Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, principals and/or (except in the case of Robert W. Baird & Co. Incorporated, BTIG, LLC, Capital One Securities, Inc. and M&T Securities, Inc.) forward sellers and Bank of America, N.A., The Bank of Nova Scotia, CF Secured, LLC, Huntington Securities, Inc., JPMorgan Chase Bank, National Association, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Royal Bank of Canada, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers

5.1			Opinion of Venable LLP

23.1			Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto)

104			Cover Page Interactive Data File (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 hereunto duly authorized.

	Summit Hotel Properties, Inc.

Date: August 7, 2026	By:	/s/ Chris Eng
	Name:	Chris Eng
	Title:	Executive Vice President, General Counsel, and Chief Risk Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents