Summit Hotel (NYSE: INN) CEO receives major time- and performance-based stock grants

Rhea-AI Filing Summary

Stanner Jonathan P reported acquisition or exercise transactions in this Form 4 filing.

Summit Hotel Properties President and CEO Jonathan P. Stanner received two large equity awards in the form of restricted common stock. He was granted 292,683 time-based restricted shares that vest in stages on March 9, 2027, March 9, 2028, and March 9, 2029, contingent on continued employment.

He also received 439,024 performance-based restricted shares that may vest on March 9, 2029 depending on the company’s cumulative total shareholder return versus a Dow Jones U.S. Hotels Index peer group from March 9, 2026 through March 9, 2029. After these awards, he directly holds 2,454,782 common shares.

Insider Trade Summary

Net Buyer: 731,707 shares

Net Buy 2 txns

Insider Stanner Jonathan P

Role President, CEO & Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	292,683	$0.00	$0.00
Grant/Award	Common Stock	439,024	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,454,782 shares (Direct)

Footnotes (2)

1. F1. Time Based Vesting - Represents shares of restricted common stock granted to the reporting person under the Issuer's 2024 Equity Incentive Plan. The restricted shares shall become vested and nonforfeitable, subject to the reporting person's continued service as an employee of the Issuer, on March 9, 2027 (25% of the shares granted), March 9, 2028 (25% of the shares granted) and March 9, 2029 (the remaining 50% of the shares granted).
2. F2. Represents shares of restricted common stock granted to the reporting person under the Issuer's 2024 Equity Incentive Plan. The restricted shares shall become vested and nonforfeitable on March 9, 2029, if the reporting person remains in the continued service as an employee of the Issuer and the Issuer's cumulative total shareholder return (TSR) for the period starting March 9, 2026, and ending March 9, 2029, exceeds at least 25.5% of its peer group, which shall include certain constituents of the Dow Jones U.S. Hotels Index. The number of shares will convert at a range from 25% to 200% of the shares granted to the reporting person based upon the Issuer's cumulative TSR performance compared to its peer group for the reporting period.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/10/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What did INN CEO Jonathan P. Stanner report in this Form 4?

Jonathan P. Stanner reported two grants of restricted common stock. He received 292,683 time-based restricted shares and 439,024 performance-based restricted shares as equity compensation, increasing his direct ownership in Summit Hotel Properties to 2,454,782 common shares after these awards.

How do Jonathan Stanner’s time-based restricted stock awards at INN vest?

The 292,683 time-based restricted shares vest over three dates. Vesting occurs 25% on March 9, 2027, 25% on March 9, 2028, and the remaining 50% on March 9, 2029, provided Stanner continues serving as an employee of Summit Hotel Properties.

What performance conditions apply to INN’s CEO performance-based restricted stock grant?

The 439,024 performance-based shares depend on total shareholder return. They may vest on March 9, 2029 if Summit Hotel Properties’ cumulative TSR from March 9, 2026 to March 9, 2029 exceeds at least 25.5% of a Dow Jones U.S. Hotels Index-based peer group.

How many Summit Hotel Properties shares does the CEO own after these grants?

After the reported awards, Jonathan P. Stanner directly owns 2,454,782 shares. This figure reflects his updated common stock holdings following the March 9, 2026 grants of both time-based and performance-based restricted shares under the 2024 Equity Incentive Plan.

Are Jonathan Stanner’s new INN stock awards open-market purchases or compensation grants?

These transactions are equity compensation grants, not open-market purchases. Both awards are coded as "A" for grant or award and were issued at a price of $0.00 per share under Summit Hotel Properties’ 2024 Equity Incentive Plan.

Can the number of performance-based INN shares that vest change from the initial grant?

Yes, the performance-based shares can convert between 25% and 200% of the grant. The final number that vests in 2029 will depend on Summit Hotel Properties’ cumulative total shareholder return relative to its designated peer group over the performance period.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stanner Jonathan P

(Last) (First) (Middle)

13215 BEE CAVE PARKWAY,

SUITE B-300

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Hotel Properties, Inc. [ INN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Director

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/09/2026		A		292,683(1)	A	$0	2,015,758	D
Common Stock	03/09/2026		A		439,024(2)	A	$0	2,454,782	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Time Based Vesting - Represents shares of restricted common stock granted to the reporting person under the Issuer's 2024 Equity Incentive Plan. The restricted shares shall become vested and nonforfeitable, subject to the reporting person's continued service as an employee of the Issuer, on March 9, 2027 (25% of the shares granted), March 9, 2028 (25% of the shares granted) and March 9, 2029 (the remaining 50% of the shares granted).

2. Represents shares of restricted common stock granted to the reporting person under the Issuer's 2024 Equity Incentive Plan. The restricted shares shall become vested and nonforfeitable on March 9, 2029, if the reporting person remains in the continued service as an employee of the Issuer and the Issuer's cumulative total shareholder return (TSR) for the period starting March 9, 2026, and ending March 9, 2029, exceeds at least 25.5% of its peer group, which shall include certain constituents of the Dow Jones U.S. Hotels Index. The number of shares will convert at a range from 25% to 200% of the shares granted to the reporting person based upon the Issuer's cumulative TSR performance compared to its peer group for the reporting period.

Remarks:

	/s/ Christopher R. Eng	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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