UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |