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 2, 2025
SUMMIT HOTEL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35074 | 27-2962512 |
(State
or other jurisdiction |
(Commission File Number) | (I.R.S. Employer Identification No.) |
13215 Bee Cave Parkway, Suite B-300
Austin, TX 78738
(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:
| ¨ | 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 Stock, $0.01 par value | INN | New York Stock Exchange | ||
| 6.25% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share | INN-PE | New York Stock Exchange | ||
| 5.875% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share | 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.
Potential Offer and Sale of Common Stock Underlying OP Units
On May 2, 2025, Summit Hotel Properties, Inc. (the “Company”) filed with the United States Securities and Exchange Commission a prospectus supplement to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-286937) (the “Registration Statement”), to register the offer and resale by the selling stockholder identified therein of up to 12,940,877 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) underlying the common units of limited partnership of Summit Hotel OP, LP (the “OP Units”), the operating partnership of the Company (the “Operating Partnership”).
Pursuant to the partnership agreement of the Operating Partnership, the holders of the OP Units are entitled to cause the Company to redeem the OP Units for cash or, at the Company’s discretion, exchange the OP Units for shares of the Company’s Common Stock on a one-for-one basis.
Up to an aggregate of 12,940,877 shares of the Company’s Common Stock may be offered and sold, from time to time, by the holders of the OP Units if, and to the extent that, such holders present the OP Units for redemption, and the Company exercises its right to redeem such OP Units for shares of Common Stock on a one-for-one basis instead of paying a cash amount, as described above. The Company will not receive any proceeds from any sale by the selling stockholders of the Company’s Common Stock.
An opinion of Venable LLP with respect to the validity of the shares of the Company’s Common Stock issuable upon redemption of the OP Units is filed herewith as Exhibit 5.1, and an opinion of Latham & Watkins LLP with respect thereto is filed herewith as Exhibit 5.1.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 5.1 | Opinion of Venable LLP | |
| 5.1.2 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of Venable LLP (contained in opinion filed as Exhibit 5.1 hereto) | |
| 23.1.2 | Consent of Latham & Watkins LLP (contained in opinion filed as Exhibit 5.1.2 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 thereunto duly authorized.
| SUMMIT HOTEL PROPERTIES, INC. |
| Date: May 2, 2025 | By: | /s/ Christopher R. Eng |
| Christopher R. Eng | ||
| Executive Vice President, General Counsel, | ||
| Chief Risk Officer and Secretary |
Exhibit 5.1
|
750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com |
May 2, 2025
Summit Hotel Properties, Inc.
13215 Bee Cave Parkway, Suite B-300
Austin, Texas 78738
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have served as Maryland counsel to Summit Hotel Properties, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 12,940,877 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, to be sold from time to time by the stockholder of the Company named under the caption “Selling Stockholder” in the Prospectus Supplement (as defined herein). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are issuable upon the redemption of common units of limited partnership interest (the “Units”) in Summit Hotel OP, LP, a Delaware limited partnership (the “Operating Partnership”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement;
2. The Prospectus, dated May 2, 2025, as supplemented by a Prospectus Supplement, dated May 2, 2025 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(5) of the General Rules and Regulations promulgated under the 1933 Act;
3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The Third Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. The First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of February 14, 2011, as amended through the date hereof (the “Partnership Agreement”), by and among the Company, Summit Hotel GP, LLC, a Delaware limited liability company and the general partner of the Operating Partnership, and each additional limited partner admitted to the Operating Partnership from time to time, certified as of the date hereof by an officer of the Company; 6. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

Summit Hotel Properties, Inc.
May 2, 2025
Page 2
7. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the registration and issuance of the Shares, certified as of the date hereof by an officer of the Company;
8. A certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

Summit Hotel Properties, Inc.
May 2, 2025
Page 3
5. None of the Shares will be issued or transferred in violation of any restriction or limitation contained in Article VII of the Charter.
6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and to the extent issued upon the redemption of Units in accordance with the Resolutions, the Partnership Agreement, the Charter and the Prospectus Supplement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

Summit Hotel Properties, Inc.
May 2, 2025
Page 4
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, | |
| /s/ Venable LLP |
Exhibit 5.1.2
| 330 North Wabash Avenue | ||
| Suite 2800 | ||
| Chicago, Illinois 60611 | ||
| Tel: +1.312.876.7700 Fax: +1.312.993.9767 | ||
| www.lw.com | ||
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FIRM / AFFILIATE OFFICES | |
| Austin | Milan | |
| Beijing | Munich | |
| Boston | New York | |
| Brussels | Orange County | |
| May 2, 2025 | Century City | Paris |
| Chicago | Riyadh | |
| Dubai | San Diego | |
| Düsseldorf | San Francisco | |
| Frankfurt | Seoul | |
| Hamburg | Silicon Valley | |
| Summit Hotel Properties, Inc. | Hong Kong | Singapore |
| 13215 Bee Cave Parkway, Suite B-300 | Houston | Tel Aviv |
| Austin, Texas 78738 | London | Tokyo |
| Los Angeles | Washington, D.C. | |
| Madrid | ||
Re: Registration Statement on Form S-3
To the addressee set forth above:
We have acted as special counsel to Summit Hotel Properties, Inc., a Maryland corporation (the “Company”), in connection with the proposed issuance of up to 12,940,877 shares of common stock, $0.01 par value per share (the “Shares”), to the holders of common units of limited partnership interest (“OP Units”) of Summit Hotel OP, LP, a Delaware partnership and subsidiary of the Company (the “Partnership”), upon redemption of such OP Units by the holders thereof in accordance with the terms of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, which, with your consent, we have assumed is (i) a valid and binding agreement of the parties thereto, enforceable in accordance with the plain meaning of its terms, (ii) in full force and effect, and (iii) the entire agreement of the parties pertaining to the subject matter thereof (the “Partnership Agreement”). The Shares are included in a registration statement on Form S-3 (as amended, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 2, 2025.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus contained therein (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
May 2, 2025
Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares are issued and delivered by the Company in accordance with the terms and conditions set forth in the Partnership Agreement and in the manner contemplated by and in accordance with the Registration Statement, the issue of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, | |
| /s/ Latham & Watkins LLP |