Summit Hotel Properties Inc美股招股说明书(2025-05-02版)

12,940,877 Shares Common Stock Underlying OP Units This prospectus supplement and the accompanying prospectus relate to the potential offer and sale,from time to time, by the selling stockholder identified in this prospectus supplement of up to an aggregateof 12,940,877 shares of our common stock that may be issued from time to time if, and to the extent that,such selling stockholder presents commonunits of limited partnership interest, or “OP Units,” in SummitHotel OP, LP, a Delaware limited partnership (the “Operating Partnership”) for redemption, and we exerciseour right to redeem such OP Units for shares of our common stock on a one-for-one basis instead of payinga cash amount. We will not receive any proceeds from any sale by the selling stockholder of the common stock offeredby this prospectus supplement. We will pay all expenses of the registration of the common stock and certainother expenses. The selling stockholder will pay any underwriting discounts and commissions and expensesit incurs for brokerage, accounting, tax or legal services or any other expenses it incurs in disposing of theshares. Our common stock is traded on the New York Stock Exchange, or the NYSE, under the symbol “INN.”On May 1, 2025, the last reported sale price of our common stock was $4.13 per share. There are certain restrictions on transfer and ownership of our common stock intended to, among otherthings, preserve our qualification as a real estate investment trust, or REIT, for federal income tax purposes.See “Description of Common and Preferred Stock — Restrictions on Ownership and Transfer” in theaccompanyingprospectus. Investing in our common stock involves risk. See “Risk Factors” beginning on pageS-2of this prospectussupplement, in Item1A of PartI of our Annual Report on Form 10-K for the year ended December31, 2024, inItem1A of PartII of our Quarterly Report on Form 10-Q for the quarter ended March31, 2025 and risks wedisclose in future filings with the Securities and Exchange Commission, or the SEC. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is May2, 2025 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-ivSUMMIT HOTEL PROPERTIES, INC.S-1RISK FACTORSS-2USE OF PROCEEDSS-3SELLING STOCKHOLDERS-4SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-7EXPERTSS-8WHERE YOU CAN FIND MORE INFORMATIONS-8INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-8 Prospectus PageABOUT THIS PROSPECTUS1INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE2WHERE YOU CAN FIND MORE INFORMATION3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4CERTAIN TRADEMARKS6SUMMIT HOTEL PROPERTIES, INC.7RISK FACTORS8USE OF PROCEEDS9SELLING STOCKHOLDERS10DESCRIPTION OF COMMON AND PREFERRED STOCK11DESCRIPTION OF DEBT SECURITIES17DESCRIPTION OF WARRANTS26DESCRIPTION OF UNITS28LEGAL OWNERSHIP OF SECURITIES29CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS32U.S. FEDERAL INCOME TAX CONSIDERATIONS38PLAN OF DISTRIBUTION62LEGAL MATTERS65EXPERTS65 You should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus and any applicable free writing prospectus. We have not authorizedany other person to provide you with different or additional information. If anyone provides you with differentor additional information, you should not rely on it. This prospectus supplement and the accompanyingprospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in anyjurisdiction where it is unlawful to make such offer or solicitation. You should assume that the informationappearing in this prospectus supplement, the accompanying prospectus, any applicable free writing prospectusand the documents incorporated by reference herein or therein is accurate only as of their respective dates or onthe date or dates which are specified in these documents. Our business, financial condition, liquidity, results ofoperations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which relates to thepotential offer and sale, from time to time, by the selling stockholder of shares of our common stock andalso adds to or updates information contained in the accompanying prospectus and the documentsincorporated by reference into the accompanying prospectus. The second part is the accompanyingprospectus, which gives more general information, some of which may not apply to this offering. To the extent the information contained in this prospectus supplement differs or varies from theinformation contained in th