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 offerand sale, from time to time, by the selling stockholder identified in this prospectus supplementof up to an aggregate of 12,940,877 shares of our common stock that may be issued from timeto time if, and to the extent that, such selling stockholder presents common units of limitedpartnership interest, or “OP Units,” in Summit Hotel OP, LP, a Delaware limited partnership(the “Operating Partnership”) for redemption, and we exercise our right to redeem such OPUnits for shares of our common stock on a one-for-one basis instead of paying a cash amount. We will not receive any proceeds from any sale by the selling stockholder of the commonstock offered by this prospectus supplement. We will pay all expenses of the registration ofthe common stock and certain other expenses. The selling stockholder will pay anyunderwriting discounts and commissions and expenses it incurs for brokerage, accounting, taxor legal services or any other expenses it incurs in disposing of the shares. Our common stock is traded on the New York Stock Exchange, or the NYSE, under thesymbol “INN.” On May 1, 2025, the last reported sale price of our common stock was $4.13per share. There are certain restrictions on transfer and ownership of our common stock intended to,among other things, preserve our qualification as a real estate investment trust, or REIT, forfederal income tax purposes. See “Description of Common and Preferred Stock—Restrictionson Ownership and Transfer” in the accompanyingprospectus. Investing in our common stock involves risk. See “Risk Factors” beginning on page S-2 ofthis prospectus supplement, in Item 1A of Part I of our Annual Report on Form 10-K for the yearended December 31, 2024, in Item 1A of Part II of our Quarterly Report on Form 10-Q for thequarter ended March 31, 2025 and risks we disclose in future filings with the Securities andExchange Commission, or the SEC. Neither the SEC nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May 2, 2025 TABLE OF CONTENTS Prospectus SupplementPageABOUT 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-8ProspectusPageABOUT 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 STOCK11 DESCRIPTION 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 thisprospectus supplement, the accompanying prospectus and any applicable free writing prospectus.We have not authorized any other person to provide you with different or additional information.If anyone provides you with different or additional information, you should not rely on it. Thisprospectus supplement and the accompanying prospectus do not constitute an offer to sell, or asolicitation of an offer to purchase, any securities in any jurisdiction where it is unlawful to makesuch offer or solicitation. You should assume that the information appearing in this prospectussupplement, the accompanying prospectus, any applicable free writing prospectus and thedocuments incorporated by reference herein or therein is accurate only as of their respectivedates or on the date or dates which are specified in these documents. Our business, financialcondition, liquidity, results of operations 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 relatesto the potential offer and sale, from time to time, by the selling stockholder of shares of ourcommon stock and also adds to or updates information contained in the accompanyingprospectus and the documents incorporated by reference into the accompanying prospectus.The second part is the accompanying prospectus, which gives more general information, someof which may not apply to this offering. To the extent the information contained in this prospectus supplement differs or variesfrom the information contained in th