inn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


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Check the appropriate box:
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☒	Definitive Proxy Statement
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☐	Soliciting Material Pursuant to §240.14a-12


Summit Hotel Properties, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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☐						Fee paid previously with preliminary materials.
☐						Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

April 1, 2026

Dear Fellow Stockholder:

You are cordially invited to attend the 2026 annual meeting of stockholders of Summit Hotel Properties, Inc., to be held on Wednesday, May 20, 2026, at 8:00 a.m. Central Time, at the Hampton Inn & Suites located at 200 San Jacinto Boulevard, Austin, Texas 78701.

The attached proxy statement, accompanied by the notice of annual meeting, describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the affairs of Summit Hotel Properties, Inc. by voting on the matters described in this proxy statement. We hope that you will be able to attend the meeting.

Your vote is important. Whether or not you plan to attend the meeting, please complete the enclosed proxy card and return it as promptly as possible or authorize a proxy to vote your shares by calling the toll-free telephone number, or via the internet. The enclosed proxy card contains instructions regarding all three methods of voting. If you attend the meeting, you may continue to have your shares voted as you have previously instructed, or you may withdraw your proxy at the meeting and vote your shares in person. We look forward to seeing you at the meeting.

Sincerely,

Jonathan P. Stanner

Director, President & Chief Executive Officer

TABLE OF CONTENTS

SUMMIT HOTEL PROPERTIES, INC.

13215 BEE CAVE PARKWAY, SUITE B-300

AUSTIN, TEXAS 78738

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2026

The 2026 annual meeting of stockholders of Summit Hotel Properties, Inc., will be held on Wednesday, May 20, 2026, at 8:00 a.m. Central Time, at the Hampton Inn & Suites located at 200 San Jacinto Boulevard, Austin, Texas 78701 for the following purposes:

1. To elect eight directors nominated by our Board of Directors, each to serve until the next annual meeting of our stockholders and until their successors are duly elected and qualified;

2. To consider and vote upon the ratification of the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2026;

3. To consider and vote upon an advisory (non-binding) resolution to approve our named executive officers' compensation; and

4. To transact such other business as may be properly brought before the annual meeting and at any adjournments or postponements thereof.

You may vote if you were a holder of record of our common stock at the close of business on March 6, 2026 (the "Record Date").

Whether or not you plan to attend the annual meeting your vote is very important, and the Company encourages you to promptly authorize a proxy to vote your shares.


BY ORDER OF THE BOARD OF DIRECTORS

Christopher Eng Executive Vice President, General Counsel, Chief Risk Officer and Secretary

Austin, Texas

April 1, 2026

TABLE OF CONTENTS

Contents


GENERAL INFORMATION			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			2
PROPOSAL 1: ELECTION OF DIRECTORS			5
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP (“EY”) AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 202 6			10
PROPOSAL 3: ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION			11

CORPORATE GOVERNANCE			12
Stockholder Right to Amend Bylaws			12
Stock Ownership Guidelines			12
Board of Directors Structure & Practices			13
Stockholder Engagement and Investor Outreach Program			14
Anti-Hedging and Anti-Pledging Policies			14
Equity Award Timing Policies and Practices			14
Compensation Clawback Policy			14
Succession Planning			15
Corporate Responsibility Program			15
THE BOARD OF DIRECTORS AND ITS COMMITTEES			16
Director Independence			16
Committees			16
Audit Committee			16
Compensation Committee			16
Nominating and Corporate Governance Committee			17
Compensation Committee Interlocks and Insider Participation			17
Board Leadership Structure			17
Risk Management Oversight			17
Meetings and Attendance			18
Executive Sessions of Our Independent Directors			18
Director Nominations			18
Policy on Voting Regarding Directors			19
Communication with the Board			19
Policy Governing Director Attendance at Annual Meetings of Stockholders			19
DIRECTOR COMPENSATION			20
EXECUTIVE OFFICERS			21
COMPENSATION DISCUSSION AND ANALYSIS			22
Company's 2025 Highlights			22


2025 Compensation Program			24
Compensation Best Practice Policies			24
Results of Stockholder Say-on-Pay Votes			24
Objectives of Our Executive Compensation Program			25
Role of the Compensation Committee and Management			25
Role of the Compensation Consultant			25
Peer Group Information			26
Elements of 2025 Executive Compensation			26
2025 Target Total Direct Compensation (“TDC”)			26
Base Salary			27

TABLE OF CONTENTS


Annual Cash Incentive Program			27
Long-Term Incentive Compensation			29
Other Benefits; 401(k) Plan			31
Employment Agreements			31
Tax Deductibility of Executive Compensation			31
Accounting Standards			31
EXECUTIVE COMPENSATION			33
Summary Compensation Table			33
Grants of Plan-Based Awards			34
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables			34
Outstanding Equity Awards at Fiscal Year-End			35
Option Exercises and Stock Vested			36
Equity Compensation Plan Information			36
Employment Agreements			36
Potential Payments Upon Termination or Change in Control			37
CEO Pay Ratio Summary			39
Pay Versus Performance Table			39
Risk Considerations in our Executive Compensation Program			43
AUDIT COMMITTEE REPORT			44
Principal Accountant Fees and Services			46
Audit Fees			46

Tax Fees			46
All Other Fees			46
Pre-Approval Policy			46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			47
Security Ownership of Certain Beneficial Owners			47
Security Ownership of Management (Executive Officers and Directors)			49
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			50
Related Person Transaction Policy			50
Related Person Transactions			50
OTHER INFORMATION			51
Discretionary Voting Authority			51
Section 16(a) Beneficial Ownership Reporting Compliance			51
Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders			51
Requirements for Proposals to be Considered for Inclusion in Proxy Materials			51
Requirements for Proposals Not Intended for Inclusion in Proxy Materials; Director Nominations			51
Solicitation of Proxies for 2027 Annual Meeting of Stockholders			52
Requests for Annual Report			52
Reconciliation of Non-GAAP Financial Measures from GAAP			53

TABLE OF CONTENTS

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Proxy Solicitation

The Board of Directors (the “Board”) of Summit Hotel Properties, Inc., has made these materials available to you on the internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with its solicitation of proxies for its 2026 annual meeting of stockholders to be held on May 20, 2026, at 8:00 a.m. Central Time, at the Hampton Inn & Suites located at 200 San Jacinto Boulevard, Austin, Texas 78701, and at any adjournments or postponements thereof. These materials were first made available to stockholders on April 1, 2026. Unless the context requires otherwise, references in this proxy statement to “Summit,” “we,” “our,” “us” and the “Company” refer to Summit Hotel Properties, Inc. and its consolidated subsidiaries.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials on the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders. All stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials on the internet or to request a printed copy may be found in the Notice of Internet Availability. Stockholders also may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

In addition to solicitation by mail, certain of our directors, officers and employees may solicit proxies by telephone, personal contact or other means of communication. They will not receive any additional compensation for these activities. Also, brokers, banks and other persons holding common stock on behalf of beneficial owners will be requested to solicit proxies or authorizations from beneficial owners. We will bear all costs incurred in connection with the preparation, assembly and mailing of the proxy materials and the solicitation of proxies and will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock. Although no proxy solicitor has been engaged at this time, we may determine it is necessary to employ an outside firm to assist in the solicitation process. If so, we will pay the proxy solicitor reasonable and customary fees.

No person is authorized to give any information or to make any representation not contained in this proxy statement and, if given or made, you should not rely on that information or representation as having been authorized by us. The delivery of this proxy statement does not imply that the information herein has remained unchanged since the date of this proxy statement.

Summit Contact Information

The mailing address of our principal executive office is 13215 Bee Cave Parkway, Suite B-300, Austin, Texas 78738, and our main telephone number is (512) 538-2300. We maintain an internet website at www.shpreit.com. Information at or connected to our website is not and should not be considered part of this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

On what am I voting?

You are being asked to consider and vote on the following proposals:

•Election of the eight director nominees named in this proxy statement (Proposal 1);

•Ratification of Ernst & Young, LLP (“EY”) as our independent registered public accounting firm for 2026 (Proposal 2); and

•An advisory (non-binding) resolution to approve our named executive officers' compensation (Proposal 3).

Who can vote?

Holders of our common stock as of the close of business on the Record Date, March 6, 2026, are entitled to vote, either in person or by proxy, at the annual meeting. Each share of our common stock is entitled to one vote. Cumulative voting is not permitted in the election of directors.

How do I vote or authorize a proxy to vote my shares?

By Proxy. Before the annual meeting, you may authorize a proxy to vote your shares in one of the following ways:

•By telephone;

•By internet; or

•By completing and signing your proxy card and mailing it in time to be received prior to the annual meeting.

The telephone and internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded. If you wish to vote by telephone or internet, please follow the instructions that are included in the Notice of Internet Availability and the proxy card. If you mail us your properly completed and signed proxy card, or vote by telephone or internet, your shares will be voted according to the choices that you specify.

If you sign and mail your proxy card without marking any choices, your proxy will be voted:

FOR the election of all director nominees named in this proxy statement (Proposal 1);

FOR the ratification of EY as our independent registered public accounting firm for 2026 (Proposal 2);

FOR the approval of an advisory (non-binding) resolution to approve our named executive officers' compensation

(Proposal 3).

We do not expect that any other matters will be brought before the annual meeting. If an issue should arise for vote at the annual meeting that is not included in the proxy material, the proxy holders will vote your shares in accordance with their discretion.

In Person. If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and you may attend the annual meeting and vote in person. If your shares are held in the name of your broker, bank or other nominee and you wish to attend the annual meeting, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on March 6, 2026. If your shares are held in the name of your broker, bank or other nominee and you wish to vote at the annual meeting, you must obtain a legal proxy from your broker, bank or other nominee that holds your shares giving you the right to vote those shares.

May I change or revoke my vote?

Yes. You may change your vote or revoke your proxy at any time prior to the annual meeting by:

•Notifying our Secretary in writing that you are revoking your proxy;

•Providing another signed proxy that is dated after the proxy you wish to revoke;

•Using the telephone or internet voting procedures; or

•Attending the annual meeting and voting in person. Attendance at the annual meeting will not, by itself, revoke a duly executed proxy.

Will my shares be voted if I do not provide my proxy?

It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm. If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the annual meeting.

Brokerage firms generally have the authority to vote customers’ un-voted shares on certain “routine” matters. If your shares are held in the name of a brokerage firm, the brokerage firm can vote your shares for the ratification of EY as our independent registered public accounting firm for 2026 (Proposal 2) if you do not provide your voting instructions timely, because this matter is considered “routine” under the applicable rules. The other items (Proposals Nos. 1 and 3) are not considered “routine” and therefore may not be voted by your broker without instruction.

What constitutes a quorum?

As of the Record Date, a total of 108,798,686 shares of our common stock were issued and outstanding and entitled to vote at the annual meeting. To conduct the annual meeting, a majority of the shares entitled to vote must be present in person or by proxy. This is referred to as a “quorum.” If you submit a properly executed proxy card or authorize a proxy to vote by telephone or on the internet, your shares will be counted for purposes of determining the presence of a quorum. Abstentions and broker “non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under the applicable rules, does not have discretionary authority to vote on a matter.

What vote is needed to approve the matters submitted?

Election of Directors (Proposal 1). The affirmative vote of a majority of all the votes cast at a meeting at which a quorum is present is necessary for the election of a director in an uncontested election. For purposes of this vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal. The Board has adopted a policy on voting regarding directors. Under the policy, at any meeting of stockholders at which members of the Board are to be elected by the stockholders in an uncontested election, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” his or her election will submit to the Board a written offer to resign from the Board no later than two weeks after the certification of the voting results. For additional information regarding this policy, please see “The Board of Directors and Its Committees — Policy on Voting Regarding Directors.”

Ratification of Appointment of EY (Proposal 2). The affirmative vote of a majority of the votes cast at the annual meeting is required to approve this proposal. For purposes of this vote, abstentions will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

Approval on an Advisory (Non-Binding) Resolution to Approve Executive Compensation (Proposal 3). The affirmative vote of a majority of the votes cast at the annual meeting is required to approve this proposal. For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

Householding. We are sending only a single Notice of Internet Availability to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family unless we have received instructions to the contrary from any stockholder at that address. This practice is known as “householding” and is permitted by rules adopted by the SEC. This practice reduces the volume of duplicate information received at your household and helps us to reduce costs. We will deliver promptly, upon written request or oral request, a separate copy of the Notice of Internet Availability to a stockholder at a shared address to which a single copy of the document was previously delivered. If you received a single copy of this document for your household for this year, but you would prefer to receive your own copy, you may direct requests for separate copies in the future to the following address: Summit Hotel Properties, Inc., Attention: Secretary, 13215 Bee Cave Parkway, Suite B-300, Austin, Texas 78738. If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.

PROPOSAL 1:

ELECTION OF DIRECTORS

Introduction

As of April 1, 2026, the Board has eight members. The eight people named below, each of whom currently serves on the Board, have been recommended by the Nominating and Corporate Governance Committee and nominated by our Board to serve on the Board until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Board has no reason to believe that any of the nominees will be unable, or will decline, to serve if elected. The Board has determined that each director nominee named below except Mr. Stanner is independent under applicable SEC and New York Stock Exchange (the “NYSE”) rules.

Recommendation:

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.

The following table sets forth the name, position with the Company and age (as of the annual meeting) of each nominee for election to the Board at the annual meeting:

Board of Directors Nominees

Name, Age

Director Since

Position

Service on Other

U.S. Public Company Boards

Bjorn R. L. Hanson, 74

2011

Independent Director

N/A

Jeffrey W. Jones, 64

2014

Chairman of the Board and Chair of Audit Committee

Noodles & Company
(NASDAQ: NDLS)

Kenneth J. Kay, 71

2014

Independent Director and Chair of Compensation Committee

Genius Sports Ltd.
(NYSE: GENI)

Mehulkumar B. Patel, 50

2022

Independent Director

N/A

Amina Belouizdad Porter, 42

2021

Independent Director

N/A

Jonathan P. Stanner, 45

2021

Director, President and Chief Executive Officer

N/A

Thomas W. Storey, 69

2011

Independent Director

N/A

Hope S. Taitz, 62

2017

Independent Director and Chair of Nominating and Corporate Governance Committee

Monarch Casino & Resorts
(NASDAQ: MCRI)

We believe that all of the nominees are intelligent, experienced, collegial, insightful and proactive with respect to management and risk oversight and that they exercise good judgment. The biographical descriptions below set forth certain information with respect to each nominee, including the experience, qualifications, attributes or skills of each nominee that led us to conclude that he or she should serve as a director, if elected.

Nominees

Bjorn R. L. Hanson. Dr. Hanson has been a member of the Board since February 2011 and currently serves as a member of the Audit Committee and Nominating and Corporate Governance Committee. Dr. Hanson served as our Lead Independent Director from June 2015 to January 2017, chaired the Audit Committee from December 2013 to June 2015 and chaired the Nominating and Corporate Governance Committee from May 2016 to May 2020. Dr. Hanson’s career has been in the hospitality industry. He founded the hospitality, sports, convention and leisure practices and held various positions at PricewaterhouseCoopers and Coopers & Lybrand, including National Industry Chairman for the Hospitality Industries, National Service Line Director for Hospitality Consulting, National Industry Chairman for Real Estate, Real Estate Service Line Director and National Director of Appraisal Services. Additionally, he served on PricewaterhouseCooper’s U.S. leadership committee and global financial advisory services management committee. Dr. Hanson was also managing director with two Wall Street firms, Kidder, Peabody & Co. and PaineWebber Inc., for which he led banking and research departments for lodging and gaming. He joined the New York University in 2008 as a clinical professor teaching in the Tisch Center for graduate and undergraduate hospitality and tourism programs. In 2010, he was appointed as the NYU divisional dean of that program and in 2012 was appointed co-interim dean of one of NYU’s 18 schools and colleges. He is now Adjunct Clinical Professor. Dr. Hanson is an active lodging consultant, including as an expert witness and researcher, and is the Executive Vice President of 795 Fifth Avenue Corporation, the entity that owns The Pierre, A Taj Hotel, New York. Dr. Hanson received a B.S. from Cornell University School of Hotel Administration, an M.B.A. from Fordham University and a Ph.D. from New York University.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Dr. Hanson should serve as a director, if elected, because he brings a wide range of experience in consulting and investment banking in the hospitality industry to the Board. He also brings research and quantitative analysis perspectives on the hospitality and tourism industries, which enhances the ability of the Board to analyze macroeconomic issues and trends relevant to our business. Finally, Dr. Hanson’s leadership roles in market trend analysis, economic analysis and financial analysis specific to our industry provide the Board with additional depth in analyzing financial reporting issues faced by companies similar to ours.

Jeffrey W. Jones. Mr. Jones has been a member of the Board since July 2014 and currently serves as Chairman of the Board and chair of the Audit Committee and is a member of the Compensation Committee. Prior to being appointed Chairman of the Board on January 1, 2022, Mr. Jones served as the Company’s Lead Independent Director. From 2003 to 2012, Mr. Jones served as the Chief Financial Officer for Vail Resorts, Inc. (NYSE: MTN), a publicly held resort management company, and also served as a member of the Board of Directors of Vail Resorts, Inc. from 2008 through 2012. In addition, later in his tenure at Vail Resorts, Inc., Mr. Jones also served as President - Lodging, Retail and Real Estate. Mr. Jones is also currently Chairman of the Board of Directors, chairs the audit committee and is a member of the compensation committee for Noodles & Company (NASDAQ: NDLS), a publicly held fast-casual restaurant chain. Mr. Jones also serves on the Board of Directors of Invited (f/k/a ClubCorp), a privately held hospitality company. From December 2013 to January 2024, Mr. Jones served on the Board of Directors, was the Lead Independent Director, chaired the audit and finance committee and was a member of the compensation committee of Hershey Entertainment and Resorts, a privately held entertainment and hospitality company. He previously served on the Board of Directors of Diamond Resorts International, Inc. (NYSE: DRII) and Empower LTD (NYSE: EMPW). Prior to joining Vail Resorts, Inc., Mr. Jones held chief financial officer positions with Clark Retail Enterprises and Lids Corporation. Mr. Jones began his career as an auditor at Arthur Andersen & Co. and subsequently held various finance and accounting positions in the retail industry. Mr. Jones received a B.A. in Accounting and American Studies from Mercyhurst College (n/k/a Mercyhurst University) and is a member of the American Institute of Certified Public Accountants (AICPA).

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Jones should serve as a director, if elected, because of his significant management, financial, hospitality industry and mergers and acquisition experience and expertise, which he has acquired through his fifteen years as a chief financial officer, including ten years as chief financial officer and four years as a director, as well as president of lodging, retail and real estate, of a publicly held resort management company. In addition, Mr. Jones’s other experience in leadership roles as a corporate board director and audit committee member and chair provides the Board with perspective into corporate governance best practices.

Kenneth J. Kay. Mr. Kay has been a member of the Board since July 2014 and currently serves as chair of the Compensation Committee and is a member of the Audit Committee. Since March 2023, he also serves on the Board of Directors of Genius Sports Ltd. (NYSE: GENI), the official data, technology and broadcast partner company that powers the global ecosystem connecting sports, betting and media, and is the chair of the Board, the chair of the compensation committee and a member of both the audit committee and the nominating and corporate governance committee. From July 2015 until July 2022, Mr. Kay was the Chief Financial Officer and a member of the Office of the CEO of MGM Holdings, Inc., a leading entertainment studio focused on the production and global distribution of film and television content, that was acquired by Amazon.com, Inc. in March 2022. Previously, Mr. Kay held the position of Chief Financial Officer of Las Vegas Sands Corp. (“Las Vegas Sands”) (NYSE: LVS) from December 2008 to July 2013, a leading global hospitality and gaming company. Prior to working for Las Vegas Sands, Mr. Kay was Senior Executive Vice President and Chief Financial Officer of CB Richard Ellis Group, Inc. (NYSE: CBRE), a global commercial real estate services firm, from June 2002 to December 2008. Mr. Kay began his career with PricewaterhouseCoopers, primarily focusing his efforts on large, publicly owned multinational companies. After leaving public accounting, his career included senior financial and operational roles at Ameron International, Systemed Inc., Universal Studios and, just prior to CBRE, as Chief Financial Officer of Dole Food Company, Inc. (formerly NYSE: DOLE). Mr. Kay is a member of the Board of Governors of Cedars Sinai Medical Center and The Board of Councilors of the USC Leventhal School of Accounting. Mr. Kay received a B.S. degree in accounting and an M.B.A. degree from the University of Southern California. Mr. Kay is a Chartered Global Management Accountant, a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Kay should serve as a director, if elected, because of his professional background and experience, education, Fortune 500 senior-executive level positions in real estate and hospitality and his extensive finance, accounting, operational and mergers and acquisitions experience and expertise.

Mehulkumar B. Patel. Mr. Patel joined the Board in January 2022 upon the substantial completion of the Company’s acquisition of a 27-property portfolio from NewcrestImage. He has been Chairman and CEO of privately owned NewcrestImage since the Dallas-based firm was formed in early 2013 to harness the unique skills and synergies of Newcrest Management and Image Hospitality. From 2013 to 2014, Mr. Patel served as the youngest chairman in the history of the Asian American Hotel Owners Association (AAHOA). He continues to be actively involved in hotel industry leadership roles, serving on the brand councils of, Hyatt Place and Hyatt House for Hyatt Hotels Corporation, and Hampton Inn & Suites for Hilton Worldwide. Currently, he is an owner and serves on the Board of Directors of American Bank, a community bank located in North Dallas. Mr. Patel has previously served on the La Quinta Brand Council and the IHG Owners Association. Born in India, he immigrated to the United States at age 14 and went on to earn a degree in computer information systems at the University of Texas at Arlington.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Patel should serve as a director, if elected, because of his professional background and experience in the real estate and hospitality industries.

Amina Belouizdad Porter. Ms. Belouizdad Porter has been a member of the Board since May 2021 and currently serves as a member of the Compensation Committee and Nominating and Corporate Governance Committee. From August 2018 to December 2022, Ms. Belouizdad Porter served as the Co-CEO of PS (formerly The Private Suite), a high growth private equity backed company that operates private airport terminals for commercial flights. From January 2023 to present, Ms. Belouizdad Porter has acted as the sole CEO of PS. In 2024, PS was acquired by Groupe ADP, an international airport operator. Prior to joining PS, Ms. Belouizdad Porter was a Senior Director at Lionstone Investments, from 2013 through July 2018, where she executed on over $1 billion in transactions in multiple real estate classes across the United States. Previously, she spent six years living and working in China where she was Director at China's first boutique hotel brand, overseeing its development and growth.

Ms. Belouizdad Porter is originally from Algeria and has lived in the UAE, Canada, China and the United States. She speaks five languages and graduated from McGill University (Montreal, QC) with a Bachelor of Commerce, Major in Finance and received her M.B.A., Major in Finance and Real Estate from The Wharton School of the University of Pennsylvania.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Ms. Belouizdad Porter should serve as a director, if elected, because of her professional and educational experiences.

Jonathan P. Stanner. Mr. Stanner serves as our President and Chief Executive Officer. He was appointed President, Chief Executive Officer and to the Board effective January 15, 2021. Mr. Stanner's service as President and Chief Executive Officer provides a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management's perspectives on the business. Mr. Stanner served as our Executive Vice President, Chief Financial Officer and Treasurer from March 2018 to January 2021. Mr. Stanner served as Executive Vice President and Chief Investment Officer from April 2017 to March 2018. He serves on the Board of the American Hotel & Lodging Association, the AHLA Foundation Board of Trustees, the brand council of AC Hotels for Marriott International, Inc. and on the Hyatt Owners’ Advisory Council. Prior to joining the Company, Mr. Stanner served as Chief Executive Officer of Strategic Hotels & Resorts, Inc. ("Strategic Hotels"), which was publicly traded until being sold to an affiliate of The Blackstone Group L.P. in December 2015. Mr. Stanner held increasingly senior positions with Strategic Hotels during his tenure, including Director of Corporate Finance, Senior Vice President - Capital Markets, Acquisitions, Treasurer and Chief Financial Officer. Prior to joining Strategic Hotels, Mr. Stanner worked in investment banking with Bank of America. Mr. Stanner earned a Bachelor of Science in Management and a Master of Business Administration, both from the Krannert School of Management at Purdue University.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Stanner should serve as a director, if elected, because he currently serves as our President and Chief Executive Officer and provides a critical link between the executive management team, which is responsible for the day-to-day management of the Company and the Board. We believe his service as a director enables the Board to perform its oversight function with the benefits of management's perspectives on our business.

Thomas W. Storey. Mr. Storey has been a member of the Board since February 2011 and currently serves as a member of the Compensation Committee and Nominating and Corporate Governance Committee. Mr. Storey served as our Chairman of the Board from July 2015 until January 2017 and chaired the Nominating and Corporate Governance Committee from December 2013 to May 2016. Mr. Storey has worked in the hospitality industry for more than 30 years. From 1999 to 2013 he was employed by Fairmont Raffles Hotels International (“FRHI”), a leading global hotel company with over 125 hotels worldwide under the Fairmont, Raffles and Swissôtel brands, in various roles including; President Fairmont Hotels and Resorts, Executive Vice President, Business Strategy and Executive Vice President, Global Development. From 1984 to 1999, Mr. Storey worked for multiple hospitality companies in an executive capacity including Marriott Hotels and Resorts, Doubletree Hotels, Promus Hotels and Radisson Hotels, International. Mr. Storey has been a member of various hospitality industry organizations, including the American Hotel & Lodging Association, the Travel Industry Association of America, and Professional Conference and Meeting Planners. He previously served on multiple public and private boards including Candlewood Hotels, Legacy Hotels Real Estate Investment Trust, Travelclick, LLC and the Wall Street Institute. Mr. Storey received a B.A. in economics from Bates College and an M.B.A. from the Johnson School at Cornell University.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Storey should serve as a director, if elected, because he provides the Board with strategic vision specific to the hospitality industry. In addition, Mr. Storey has substantial leadership experience in the hospitality industry, including as Executive Vice President, Business Strategy of FRHI, where Mr. Storey was instrumental in helping lead that company through various lodging cycles. The Board expects Mr. Storey’s experience in analyzing and reacting to changing conditions in the hospitality industry will serve the Board. The Board also expects Mr. Storey’s operations experience with FRHI will help him provide valuable insights to the Board. Mr. Storey also possesses particular expertise in business travel, an important aspect of our business.

Hope S. Taitz. Ms. Taitz has been a member of the Board since July 2017 and currently serves as chair of the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Ms. Taitz is currently the CEO of ELY Capital (“ELY”) and invests in and advises innovative companies in media, technology and the consumer industries. Prior to ELY, Ms. Taitz was the founder of Catalyst Partners, an investment management firm. After graduating with honors from the University of Pennsylvania majoring in economics and concentrating in marketing, Ms. Taitz began her investment banking career as a mergers and acquisitions analyst at Drexel Burnham Lambert, first as an analyst and then as an associate. Ms. Taitz continued as a Vice President at The Argosy Group (now part of CIBC) and a Managing Director at Crystal Asset Management. As of January 1, 2026, Ms. Taitz was appointed to the Board of Monarch Casino & Resorts, Inc. (NASDAQ: "MCRI") and is a member of the Compensation and Audit Committees. She also sits on the Boards of Athene Holding Ltd., MidCap Finco Holdings Limited and Yahoo!, which are private companies. She previously served on the Boards of Apollo Residential Mortgage, Inc. (“AMTG”), Diamond Resorts, International Inc. (“DRII”), Greenlight Capital RE, Ltd. ("GLRE") as well as Lumenis Ltd. (“LMNS”). On the not-for-profit side, Ms. Taitz focuses on education and is an advocate for STEM having sat on the boards of Girls Who Code and The New York City Foundation for Computer Science working on CS4All and the 2025 STEM Initiative. Ms. Taitz is also a founding board member of YRFDarca, a member of the Wharton School Undergraduate Executive Board as well as an emeritus board member of Pencils of Promise.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Ms. Taitz should serve as a director, if elected, because of her professional background, experience, education and insight into public markets. Her breadth of experience in the investment banking marketplace and board service at both the public and private levels bring unique perspective to the Board and makes Ms. Taitz well suited to serve on the Board.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP (“EY”)

AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF

THE COMPANY FOR 2026

Our Audit Committee selected the accounting firm of EY to serve as the Company’s independent registered public accounting firm for 2026. Although current laws, rules and regulations, as well as the Audit Committee charter, require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board considers the appointment of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting the appointment of EY for ratification by stockholders as a matter of good corporate practice. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company. If our stockholders do not ratify the Audit Committee’s selection, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent registered public accounting firm. EY has served as the Company’s independent registered public accounting firm since March 2013. An EY representative will be present at the annual meeting and will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

Recommendation:

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF EY AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2026.

PROPOSAL 3:

ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing stockholders with the opportunity to vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This is commonly known as, and is referred to in this proxy statement as, a “say-on-pay” proposal or resolution. The Board intends to hold the next advisory (non-binding) vote on the compensation of our named executive officers at the 2027 annual meeting.

This say-on-pay proposal gives our stockholders the opportunity to express their views on our named executive officers’ compensation. We are asking our stockholders to indicate their support for our named executive officers’ compensation as described in this proxy statement. This vote is not limited to any specific item of compensation, but rather addresses the overall compensation of our named executive officers and our philosophy, policies and practices relating to their compensation as described in this proxy statement in accordance with SEC rules.

As described in detail under the heading “Compensation Discussion and Analysis” our executive compensation programs are designed to attract, retain and motivate our named executive officers, who are critical to our success. Our compensation program is designed to create incentives for our named executive officers to maximize long-term stockholder value. Under these programs, our named executive officers are rewarded for the achievement of our annual objectives, long-term and strategic objectives and the realization of increased stockholder value. Please refer to the “Compensation Discussion and Analysis” in this proxy statement for additional details about our executive compensation programs.

Accordingly, we are asking our stockholders to approve, in an advisory (non-binding) vote, the following resolution in respect of this Proposal 3:

“RESOLVED, that the stockholders of the Company approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure.”

Recommendation:

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ADOPTION OF THIS RESOLUTION ON THE ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION.

CORPORATE GOVERNANCE

The Board oversees our management and our Company’s business for the benefit of our stakeholders and in order to enhance long-term stockholder value. The Board has adopted Corporate Governance Guidelines, which are reviewed annually and periodically amended by the Board to enhance our corporate governance principles. A current copy of the Corporate Governance Guidelines can be found under “Investors — Corporate Overview — Governance Documents” on our website at www.shpreit.com.

The Board has also adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our directors, officers and employees. The purpose of the Code of Ethics is to promote honest and ethical conduct and to promote compliance with all applicable rules and regulations that apply to our Company and our directors, officers and employees. A current copy of the Code of Ethics can be found under “Investors — Corporate Overview — Governance Documents” on our website at www.shpreit.com. Any waiver of the Code of Ethics with respect to our executive officers or directors may be made only by the Board or one of our Board’s committees and will be posted timely on our website.

Our Company was built on relationships with investors, lenders, investment banks, franchise brand companies and with our third-party management companies. Management strives to operate our Company with passion, integrity and excellence. We are committed to being open and transparent about our business practices and performance and remaining accountable for our conduct. We are also committed to our stockholders to create long-term value. We follow through on our commitment to stockholders by implementing what we believe are sound corporate governance practices.

Stockholder Right to Amend Bylaws

Stockholders of the Company have the right to amend certain Articles of the Bylaws by the affirmative vote of the holders of a majority of the outstanding shares of common stock pursuant to a binding proposal properly submitted to the stockholders for approval at duly called annual or special meetings of stockholders by any stockholder that satisfies the ownership requirements specified in Rule 14(a)-8 under the Exchange Act.

Stock Ownership Guidelines

Based on current corporate governance standards, the Board believes all non-employee directors and certain key executive officers should own a meaningful equity interest in our Company to align the interests of directors and executive officers more closely with those of stockholders. Accordingly, the Board has adopted stock ownership guidelines for key executive officers and all non-employee directors.

For purposes of these guidelines, the term “Company common stock” includes, in addition to shares of our common stock, (a) any class of equity securities issued by our operating partnership, Summit Hotel OP, LP (the “Operating Partnership”), that are redeemable for shares of our common stock, whether held directly or indirectly, or by or for the benefit of, immediate family members, and (b) vested and unvested restricted shares of common stock, but excludes (x) stock options, whether exercisable or un-exercisable, (y) unearned performance-based restricted stock and (z) warrants and all other forms of derivative securities.

The Board reviews the minimum equity holdings guidelines for key executive officers on a periodic basis to ensure the guidelines remain consistent with corporate governance best practices and continue to promote the alignment of executive and stockholder interests.

Over time, certain key executive officers are required to hold Company common stock with a value equal to a multiple of their then-current base salary. The equity ownership value for each of these executive officers will be calculated by multiplying the number of shares of Company common stock owned by the trailing ten-trading day volume weighted average price (“VWAP”) of our common stock prior to the date of computation, typically at the end of the fiscal year. The executive officers named in the table below currently hold stock with values at or in excess of the required level. The equity ownership requirements for our key executive officers are as follows:


Name						Multiple of Base Salary
Jonathan P. Stanner, President and Chief Executive Officer						6x
William H. Conkling, EVP and Chief Financial Officer						2x
Christopher R. Eng, EVP, General Counsel & Chief Risk Officer						1x
Paul Ruiz, SVP & Chief Accounting Officer						1x

Each non-employee director is required to hold a number of shares of Company common stock equal to five times his or her annual cash retainer. The equity ownership value for each non-employee director will be calculated by multiplying the number of shares of Company common stock owned by the trailing ten-trading day VWAP of our common stock prior to the date of computation, typically at the end of the fiscal year. Until such time as the required ownership level is achieved, each non-employee director is required to retain at least fifty percent (50%) of the net after-tax profit shares from the vesting of equity awards. Each non-employee director currently holds stock with values at or in excess of the required level. The Board reviews the minimum equity holdings guidelines for non-employee directors on a periodic basis to ensure the guidelines remain consistent with corporate governance best practices.

Board of Directors Structure & Practices

•Our Chairman of the Board is independent.

•Eighty-eight percent (88%) of our director nominees are independent.

•Twenty-five percent (25%) of our director nominees are female.

•Forty-three percent (43%) of our non-employee director nominees are from gender/racially/ethnically underrepresented groups.

•Our CEO is the only management director.

•We have three fully independent Board committees – Audit, Compensation and Nominating and Corporate Governance.

•All Audit Committee members are “audit committee financial experts.”

•All of our directors must be elected annually by majority vote standard.

•Our directors are subject to a director resignation policy with respect to uncontested elections (see “The Board of Directors and Its Committees — Policy on Voting Regarding Directors” below).

•No shareholder rights plan (Poison Pill) has been implemented.

•We have opted out of Sections 3-803, 3-804(a)-(c) and 3-805 of Maryland’s Unsolicited Takeovers Act (“MUTA”).

•We conduct annual self-evaluations of the performance of directors, each Committee and the Board as a whole.

•Our independent directors meet regularly without the presence of any of our officers or employees.

Stockholder Engagement and Investor Outreach Program

The Board is highly engaged in the Company's strategic planning and performance. Building and maintaining long-term relationships with our stockholders is a core goal of the Company. Both management and the Board believe that stockholder engagement is a year-round priority and are committed to both proactive and reactive engagement and we are committed to soliciting feedback from our stockholders while also listening to any suggestions they might have to strengthen the long-term prospects of the Company. Management frequently conducts calls, holds meetings or conducts property tours with our stockholders. In doing so, we provide a forum for discussions and feedback regarding the long-term value creation strategy of the Company. In 2025, management engaged with a majority of our largest institutional stockholders and we continue to engage with stockholders on an ongoing basis. These and other engagements prove invaluable as a way to promote two-way communication with our stockholders regarding the Company's strategic vision for value creation, confirming the value of our stockholder-friendly governance structures and our approach to corporate responsibility.

Anti-Hedging and Anti-Pledging Policies

The Board has adopted an insider trading compliance policy that contains restrictions on hedging and pledging securities issued by us or our Operating Partnership. With respect to hedging, directors and executive officers are prohibited from engaging in any hedging or monetization transactions involving securities issued by us or our Operating Partnership. With respect to pledging, directors and executive officers are prohibited from holding securities issued by us or our Operating Partnership in a margin account or pledging these securities as collateral for a loan. An exception to this anti-pledging policy may be granted if a director or executive officer desires to pledge securities issued by us or our Operating Partnership as collateral for a loan other than margin debt and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any permitted pledge of securities must be pre-approved by our Chief Executive Officer and our General Counsel. No director or executive officer has pledged securities as collateral for a loan. Our Insider Trading Compliance Policy can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Equity Award Timing Policies and Practices

We do not grant restricted stock awards in anticipation of the disclosure of material non-public information and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material non-public information by the Company. Additionally, although we do not have a formal policy with respect to the timing of our equity award grants, the Company has historically granted such awards on a predetermined annual schedule.

In the event the Company determines to grant new awards of stock options, stock appreciation rights, or similar option-like instruments, the Board will evaluate the appropriate steps to take in relation to the foregoing.

Compensation Clawback Policy

We maintain a mandatory compensation recovery policy which complies with SEC rules and the NYSE's listing standards (the "Clawback Policy"). Under the Clawback Policy, if the Company is required to prepare an accounting restatement due to any material noncompliance with financial reporting requirements under applicable securities laws, we will be required to recover from current and former executive officers any incentive-based compensation (compensation earned wholly in part based on the attainment of a financial reporting measure) that was erroneously paid or provided to the executive officers during the three years preceding the date that the Company is required to prepare such restatement, unless the Compensation Committee determines that recovery would be impracticable. Incentive-based compensation includes compensation that is granted, earned, or vested based wholly or in part on a financial reporting measure.

If recovery is triggered under the Clawback Policy due to an accounting restatement, we are required to recover the excess amount of incentive-based compensation actually received by the executive officer over the amount of incentive-based compensation that he or she would have received had payment been determined based on the restated financial measure, regardless of whether the executive officer engaged in misconduct or otherwise caused or contributed to the requirement. In addition, the Clawback Policy permits recovery of incentive-based compensation as described above, as well as any time-based or performance-based equity or cash compensation from current and former executive officers that the Compensation Committee determines engaged in misconduct related to such a restatement.

Succession Planning

The Board, with input from the Nominating and Corporate Governance Committee, regularly reviews our succession plan for the Chief Executive Officer, other executive officers and key employees, to ensure that an appropriate plan is in place for those occurrences that might result in a vacancy in the position of Chief Executive Officer or other management positions.

Corporate Responsibility Program

We formally established our Corporate Responsibility Program ("CRP") in 2017. We believe that the goals and efforts established under our CRP are an important part of our relationship with our various stakeholders and our CRP is designed to help our stockholders better understand our commitment and efforts regarding environmental stewardship, social responsibility, governance and resilience. The Company's Nominating and Corporate Governance Committee provides oversight and direction to management on the reporting and goals contained in our CRP. We have developed our corporate responsibility goals using the United Nations Sustainable Development Goals as a guide with a focus on those that best align with our business. Since the establishment of our CRP, we have built upon our sustainability objectives, from tracking metrics related to our consumption, waste, recycling and greenhouse gas emissions, to setting measurable, science-informed reduction targets for energy, water and carbon. We are working to improve the efficiency of our buildings and promote sustainable operations through our energy management program. We also formed a 501(c)(3) nonprofit organization to support our community and social programs. A current copy of our Corporate Responsibility Report can be found under “Responsibility — About — Download Corporate Responsibility Report” on our website at www.shpreit.com. Neither our CRP nor any of the disclosures otherwise included on our website are incorporated by reference into this proxy statement or any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act. Additionally, disclosures related to our CRP are not necessarily “material” under the federal securities law for our reporting or operations but are instead informed by various standards and frameworks and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, including some factors which may be beyond our control.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

We are managed under the direction of our Board. As of April 1, 2026, our directors are: Dr. Bjorn R. L. Hanson, Jeffrey W. Jones, Kenneth J. Kay, Mehulkumar B. Patel, Amina Belouizdad Porter, Jonathan P. Stanner, Thomas W. Storey and Hope S. Taitz. Mr. Jones is the Chairman of the Board. Each of our directors stands for election annually.

Director Independence

Our Corporate Governance Guidelines require that a majority of our directors be “independent,” with independence determined in accordance with the applicable standards of the NYSE. The Board may determine a director to be independent if the Board has affirmatively determined that the director has no material relationship with us or our subsidiaries, either directly, or as a stockholder, director, officer or employee of an organization that has a relationship with us or our subsidiaries. The Board has determined that Dr. Hanson, Mr. Jones, Mr. Kay, Mr. Patel, Ms. Belouizdad Porter, Mr. Storey and Ms. Taitz have no material relationship with us or our subsidiaries and therefore, are independent under the applicable standards of the NYSE. As a result, a majority of our directors are independent. Mr. Stanner serves as an executive officer and is not considered independent under the applicable standards of the NYSE.

Committees

The Board has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and has adopted a written charter for each committee. A copy of each committee charter is available on our website at www.shpreit.com under the heading “Investors – Corporate Overview – Governance Documents.”

Audit Committee

The members of the Audit Committee are Mr. Jones (Chair), Dr. Hanson, Mr. Kay and Ms. Taitz. Each member has been determined to be “independent” within the meaning of the applicable standards of the NYSE and Rule 10A-3 of the Exchange Act. In addition, each member meets the financial literacy requirements for audit committee membership under the NYSE’s rules and the rules and regulations of the SEC. The Board has determined that Mr. Jones, Dr. Hanson, Mr. Kay and Ms. Taitz each is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.

The Audit Committee is responsible for reviewing and discussing with management and our independent public accountants our annual and quarterly financial statements, engaging independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the performance and independence of the independent public accountants, pre-approving audit and non-audit fees and reviewing the adequacy of our internal accounting controls, our internal audit functions and Sarbanes-Oxley Act compliance. The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel or outside advisors for this purpose where appropriate. The Audit Committee is responsible for monitoring our procedures for compliance with the rules for taxation as a real estate investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”). Additionally, the Audit Committee is responsible for monitoring information security risk and information security risk policies and procedures.

Compensation Committee

The members of the Compensation Committee are Mr. Kay (Chair), Mr. Jones, Ms. Belouizdad Porter and Mr. Storey. Each member has been determined to be “independent” within the meaning of the applicable standards of the NYSE. Each member of the Compensation Committee qualifies as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

The Compensation Committee exercises all powers delegated to it by the Board in connection with compensation matters. The Compensation Committee is responsible for the review and approval of the compensation and benefits of our executive officers and directors, administration and recommendations to the Board regarding our compensation and long-term incentive plans, and production of the annual reports on executive compensation for inclusion in our proxy statements. In connection with those responsibilities, the Compensation Committee has the sole authority to retain and terminate compensation consultants employed by it to help evaluate our compensation programs. The Compensation Committee also has authority to grant awards under the Summit Hotel Properties, Inc. 2024 Equity Incentive Plan (the "2024 Plan").

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Ms. Taitz (Chair), Dr. Hanson, Ms. Belouizdad Porter and Mr. Storey. Each member has been determined to be “independent” within the meaning of the applicable standards of the NYSE.

The Nominating and Corporate Governance Committee is responsible for monitoring our compliance with corporate governance requirements of state and federal law, and the rules and regulations of the NYSE; developing and recommending to the Board criteria for prospective members of the Board; conducting Board candidate searches and interviews; overseeing and evaluating the Board and management; monitoring compliance with our Code of Ethics and policies with respect to conflicts of interest; reviewing and approving interested transactions pursuant to our related person transaction policy; periodically evaluating the appropriate size and composition of the Board, recommending, as appropriate, increases, decreases and changes in the composition of the Board; formally proposing the slate of nominees for election as directors at each annual meeting of our stockholders; and providing oversight and guidance for the Company's Corporate Responsibility Program. In addition, the committee annually facilitates the evaluation of the performance of directors, each Committee and the Board as a whole.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Mr. Jones, Mr. Kay, Ms. Belouizdad Porter and Mr. Storey. No member of the Compensation Committee is or has been an employee or officer of the Company. None of our executive officers currently serves, or during the past fiscal year has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on our Board or Compensation Committee.

Board Leadership Structure

The Board believes it is important to retain the flexibility to allocate the responsibilities of the positions of the Chairman of the Board and the Chief Executive Officer in the way it believes is in the Company’s best interest. Currently, the Board believes that it is in the Company’s best interest to separate these positions. Mr. Jones, an independent director, currently serves as our Chairman of the Board and was appointed to the position effective January 1, 2022. Prior to serving as our non-executive Chairman of the Board, Mr. Jones was our Lead Independent Director. Mr. Stanner is currently our President and Chief Executive Officer and was appointed to those positions effective January 15, 2021.

Risk Management Oversight

One of the key functions of our Board is informed oversight of our risk management process as well as the Company's risk profile. At least annually, the Company's executive officers or employees responsible for the Company's day-to-day risk management practices present to the Board a comprehensive report on the material risks to the Company, including information security matters. At such times, the management team also reviews with the Board the Company's risk mitigation policies and strategies specific to each risk identified. Throughout the year, management monitors the Company's risk profile and updates the Board as new material risks are identified or the aspects of a risk previously identified materially change. The Board recognizes that it is neither possible nor prudent to eliminate all risk and believes that assumption of certain risk is inherent for the Company to be competitive and to achieve its business objectives. Our Board administers this oversight primarily through the Audit Committee but also through the other committees of the Board or the Board itself, as appropriate.

Meetings and Attendance

In 2025, the Board met four times in person and nine times via video teleconference, the Audit Committee met four times in person and four times via video teleconference, the Compensation Committee met four times in person, and the Nominating and Corporate Governance Committee met four times in person. Each of our currently serving directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during 2025.

Executive Sessions of Our Independent Directors

As required by the NYSE rules, the non-employee directors, all of whom are independent under the applicable standards of the NYSE, regularly meet in executive session, without management present. Generally, these executive sessions follow regularly scheduled meetings of the Board and the three standing committees. The independent, non-employee directors met in executive session following scheduled meetings in 2025. Mr. Jones presided over the executive sessions of the Board, and the respective Chair of each committee presided over each such committee’s executive sessions.

Director Nominations

Before each annual meeting of stockholders, the Nominating and Corporate Governance Committee considers the nomination of all directors who are up for election at the next annual meeting of stockholders and also considers new candidates whenever there is a vacancy on the Board, or whenever a vacancy is anticipated due to a change in the size or composition of the Board, a retirement of a director or for any other reason. In addition to considering incumbent directors, the Nominating and Corporate Governance Committee may identify director candidates based on recommendations from directors, stockholders, management and others.

The Nominating and Corporate Governance Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members. In evaluating the suitability of individuals for Board membership, the Nominating and Corporate Governance Committee considers many factors, including, but not limited to:

•whether the individual meets the requirements for independence;

•the individual’s general understanding of the various disciplines relevant to the success of a publicly traded company in today’s business environment;

•the individual’s understanding of the Company’s business;

•the individual’s professional expertise and educational background; and

•other factors that promote the overall range of perspectives and experiences on the Board.

The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound judgment, using its breadth of experience. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

The Nominating and Corporate Governance Committee considers a broad range of factors when considering and nominating director candidates to the Board, including differences of viewpoint, professional experience, education, skill, and other personal qualities and attributes. The Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s demographic background or other similar considerations.

For purposes of the 2027 annual meeting of stockholders, the Nominating and Corporate Governance Committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder. Refer to “Requirements for Proposals Not Intended for Inclusion in Proxy Materials; Director Nominations”, in this proxy statement for more detail. Subject to the discretion of the Nominating and Corporate Governance Committee, we anticipate that any director candidates submitted to us by our stockholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other director.

Policy on Voting Regarding Directors

The Board has adopted a policy on voting regarding directors. Under the policy, at any meeting of stockholders at which members of the Board are to be elected by the stockholders in an uncontested election, any nominee for director who receives a greater number of votes “against” his or her election than votes “for” his or her election will submit to the Board a written offer to resign from the Board no later than two weeks after the certification of the voting results. An uncontested election is one in which the number of individuals who have been nominated for election as a director is equal to, or less than, the number of directors to be elected.

The Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days after the certification of the voting results, recommend to the Board whether to accept or reject the resignation offer. In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors it deems relevant, which may include, (i) any stated reason or reasons why stockholders cast votes “against” the director, (ii) the qualifications of the director, and (iii) whether the director’s resignation from the Board would be in our best interests and the best interests of our stockholders. The Nominating and Corporate Governance Committee may also consider alternatives to acceptance or rejection of the resignation offer as the Nominating and Corporate Governance Committee members deem appropriate.

The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days after the certification of the voting results. The Board will consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and additional information, factors and alternatives the Board deems relevant. The recommendation of the Nominating and Corporate Governance Committee will not be binding on the Board.

Any director who offers to resign as provided above will not participate in the Nominating and Corporate Governance Committee’s or the Board’s consideration of whether to accept his or her resignation offer.

If a director’s resignation offer is accepted by the Board, the Nominating and Corporate Governance Committee will recommend to the Board whether to fill the vacancy created by such resignation or to reduce the number of directors constituting the Board.

If a majority of the members of the Nominating and Corporate Governance Committee were required to offer their resignations, the remaining independent directors will appoint a special committee of the Board to consider the resignation offers and whether to accept the resignation offers.

We will publicly disclose the Board’s decision in a Current Report on Form 8-K filed with the SEC, including an explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the resignation offer(s).

Communication with the Board

Stockholders and other interested parties who wish to communicate with the Board should do so by writing the Chairman of the Board of Directors of Summit Hotel Properties, Inc., 13215 Bee Cave Parkway, Suite B-300, Austin, Texas 78738. The independent, non-employee directors have procedures for the handling of communications from stockholders and other interested parties and have directed our Secretary to act as their agent in processing any communications received. All communications that relate to matters within the scope of the responsibilities of the Board and its standing committees are to be forwarded to the Chairman of the Board. Communications that relate to matters that are within the scope of the responsibilities of one of the Board’s standing committees are also to be forwarded to the chair of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the responsibilities of the Board are to be sent to the appropriate member of management. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded but will be made available to any non-employee director who wishes to review them.

Policy Governing Director Attendance at Annual Meetings of Stockholders

We expect each of our directors to attend the annual meeting unless doing so would be impracticable due to unavoidable conflicts or doing so would violate state or local rules and regulations.

DIRECTOR COMPENSATION

Our philosophy is to pay non-employee directors competitively and fairly for the work performed. The Compensation Committee annually reviews our director compensation with the assistance of its independent consultant, Frederic W. Cook & Co, Inc. (“FW Cook”), who annually conducts a competitive analysis of our non-employee director pay levels and program design versus the same peer group used in comparisons of executive compensation (see “Compensation Discussion & Analysis—Peer Group Information”). The design of our non-employee director compensation program reflects recognized best practices and incorporates the following provisions: retainer-only cash compensation with no fees for attending meetings, which is an expected part of board service; significant portion of total compensation in full-value equity awards, for alignment with stockholder interests, with annual grants made based on a fixed-value formula with immediate vesting, to avoid entrenchment; additional retainers for non-executive Chairman of the Board or Lead Independent Director, as applicable, Committee Chairs and committee memberships to recognize additional responsibilities and time commitment; and meaningful share ownership requirements of five times the annual cash retainer.

Directors who are our employees do not receive compensation for their services as directors. For 2025, our non-employee director compensation program consisted of the items noted below, which remains consistent for 2026.

•Annual Cash Retainer. The annual cash retainer was $60,000 for each non-employee director.

•Additional Annual Committee Membership Fee. The additional annual fee for membership on each of our standing committees was as follows: $12,500 for each member of the Audit Committee, $10,000 for each member of the Compensation Committee and $7,500 for each member of the Nominating and Corporate Governance Committee.

•Additional Annual Committee Chairperson Fee. Additional annual Committee Chairperson fees were as follows: $20,000 for the Chair of the Audit Committee, $15,000 for the Chair of the Compensation Committee and $12,500 for the Chair of the Nominating and Corporate Governance Committee.

•Annual Non-Executive Chairman Fee. The additional annual retainer fee for our Non-Executive Chairman was $110,000.

•Annual Equity Award. Following the 2025 annual meeting of stockholders, we granted each non-employee director an equity award consisting of 27,118 shares of our common stock with an aggregate value of approximately $120,000 (the number of shares awarded to each non-employee director was determined by dividing $120,000 by the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date). These shares were granted on May 21, 2025, pursuant to our 2024 Plan and were fully vested on the grant date.

•Election to Receive Stock in Lieu of Cash Fees. Non-employee directors have the option to elect to receive all or any part of the cash fees for board service in fully vested shares of our common stock issued under our 2024 Plan based upon the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date. In 2025, no director elected to receive fees in shares of our common stock in lieu of cash.

We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including without limitation, travel expenses in connection with their attendance at in-person board and committee meetings.

The table below summarizes the compensation paid by us to our non-employee directors for 2025.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Bjorn R. L. Hanson	80,000	110,913	190,913
Jeffrey W. Jones	208,750	110,913	319,663
Kenneth J. Kay	96,875	110,913	207,788
Mehulkumar B. Patel	60,000	110,913	170,913
Amina Belouizdad Porter	77,500	110,913	188,413
Thomas W. Storey	77,500	110,913	188,413
Hope S. Taitz	91,875	110,913	202,788

(1)Amounts reflect the aggregate grant date fair value, calculated in accordance with Accounting Standards Codification (“ASC”) 718, of the stock awards granted to our non-employee directors in 2025. Each non-employee director received a grant of 27,118 shares of fully vested stock on May 21, 2025. No director currently holds any Company options, restricted stock or restricted stock units.

EXECUTIVE OFFICERS

The following table sets forth the name, position with the Company and age (as of the annual meeting) of each executive officer:


Name, Age						Position
Jonathan P. Stanner, 45						Director, President and Chief Executive Officer
William H. Conkling, 51						Executive Vice President and Chief Financial Officer
Christopher R. Eng, 55						Executive Vice President, General Counsel, Chief Risk Officer and Secretary
Paul Ruiz, 60						Senior Vice President and Chief Accounting Officer

The biographical descriptions below set forth certain information with respect to each executive officer, including experience, qualifications, attributes and skills.

Jonathan P. Stanner. Information regarding Mr. Stanner is described above under "Election of Directors - Board of Directors Nominees."

William H. Conkling. Mr. Conkling has served as our Executive Vice President and Chief Financial Officer since May 2021. Prior to joining Summit, Mr. Conkling served as a Managing Director in the Real Estate, Gaming & Lodging Investment Banking group for Bank of America Merrill Lynch, from July 2007 to May 2021. Prior to joining Bank of America Merrill Lynch, Mr. Conkling was with the investment banking unit of Bear Stearns & Co. and previously worked in asset management for Host Hotels & Resorts (NYSE: HST). Mr. Conkling earned a Bachelor of Science in Hotel and Restaurant Administration from the School of Hotel Administration at Cornell University and a Master of Business Administration from the Johnson Graduate School of Management at Cornell University.

Christopher R. Eng. Mr. Eng has served as an officer since our initial public offering in 2011. He currently serves as our Executive Vice President, General Counsel, Chief Risk Officer and Secretary. Mr. Eng was previously Vice President, General Counsel and Secretary of our predecessor, The Summit Group from 2004 until our initial public offering. Mr. Eng received B.A. degrees in History and English from Augustana College (n/k/a Augustana University (S.D.)) and a J.D. degree from the University of Denver College of Law (n/k/a Sturm College of Law).

Paul Ruiz. Mr. Ruiz has served as Summit’s Senior Vice President and Chief Accounting Officer since April 2014. Mr. Ruiz also served as the Company’s interim Chief Financial Officer from May 2014 to October 2014. Prior to joining the Company, Mr. Ruiz served in senior executive roles for companies in a variety of industries, including real estate and technology. From April 2013 to April 2014, he served as a consulting chief financial officer for Bridgepoint Consulting, a financial consulting firm in Austin, Texas. From February 2011 to April 2013, Mr. Ruiz was the Senior Director of Global Corporate Accounting for Freescale Semiconductor, Inc. (n/k/a NXP Semiconductors N.V (NASDAQ: NXPI)), a global semiconductor manufacturer. From April 2008 to January 2011, Mr. Ruiz was the Chief Financial Officer at Sensortran, Inc. (now part of Halliburton, Inc. - NYSE: HAL), a fiber-optics based technology company in Austin, Texas. He began his career with PricewaterhouseCoopers where he was an audit manager, providing audit and business advisory services to entrepreneurial, rapidly growing and Fortune 500 companies. Mr. Ruiz graduated with highest honors from the University of Texas at Austin with a Bachelor of Business Administration in Accounting and earned his M.B.A. from Baylor University. He is a Certified Public Accountant.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the Company’s executive compensation programs and practices, and the decisions that the Compensation Committee has made under the program. This CD&A focuses on compensation of our named executive officers that were included in the plan for 2025, which were:


Name						Title
Jonathan P. Stanner						President and Chief Executive Officer
William H. Conkling						Executive Vice President and Chief Financial Officer
Christopher R. Eng						Executive Vice President, General Counsel, Chief Risk Officer and Secretary
Paul Ruiz						Senior Vice President and Chief Accounting Officer

Company's 2025 Highlights

Portfolio Highlights and Transaction Activity

In May 2025, the Company's Courtyard Oceanside Fort Lauderdale Beach unveiled its transformative renovation. The completely redesigned resort hotel offers an unparalleled coastal experience, vast ocean views and expanded amenities.

In July 2025, the Company, together with its joint venture partner, completed the expansion of Onera Fredericksburg, its luxury landscape hotel located in the heart of Texas Hill Country. The project added 23 custom-built, hard-sided and climate-controlled units, increasing the property's total unit count to 35.

In October 2025, the Company completed the disposition of the 107-room Courtyard by Marriott, Amarillo, Texas for a gross sales price of $20 million and the disposition of the 123-room Courtyard by Marriott, Kansas City, Missouri for a gross sales price of $19 million. Since 2023, the Company and its affiliates have sold 13 hotels for a combined sales price of approximately $200 million at a blended capitalization rate of approximately 4.6%, inclusive of an estimated $59.9 million of foregone capital needs, based on the trailing twelve-month net operating income at the time of each sale.

Capital Markets & Balance Sheet

Management enhanced the Company’s balance sheet throughout 2025 with the following:

In March 2025, the Company entered into a $275 million senior unsecured term loan financing (the "2025 Term Loan") with a syndicate of banks. The 2025 Term Loan was utilized in February 2026 along with borrowings on our revolving credit facility to repay the Company's outstanding $287.5 million 1.50 percent Convertible Senior Notes. The 2025 Term Loan has an initial maturity date of March 2028 and can be extended for two 12-month periods, subject to certain conditions.

In April 2025, the Company's Board of Directors authorized the repurchase of up to $50 million of the Company's common stock. As of December 31, 2025, the Company repurchased 3.6 million common shares for an aggregate purchase price of $15.4 million.

In May 2025, the Company, together with its joint venture partner, entered into a $58 million mortgage loan (the "Brickell Mortgage Loan") secured by the dual-branded 264-guestroom AC Hotel by Marriott and Element Hotel, Miami/Brickell. The Brickell Loan proceeds were used to repay the existing $45.4 million mortgage loan that was scheduled to mature in June 2025 and for other general corporate purposes. Payments on the Brickell Mortgage Loan are interest-only for the life of the loan, subject to certain financial requirements. The Brickell Mortgage Loan will mature in May 2028 and can be extended for two 12-month periods, subject to certain conditions.

In July 2025, the Company, together with its joint venture partner, entered into a $400 million senior unsecured term loan ("2025 Joint Venture Term Loan") to refinance the existing joint venture term loan that was scheduled to mature in January 2026. The 2025 Joint Venture Term Loan has an initial maturity date of July 2028 and can be extended for two 12-month periods, subject to certain conditions.

In August 2025, the Company, together with its joint venture partner, entered into two $150 million forward starting interest rate swaps to fix one-month term SOFR until January 2028. The interest rate swaps have an effective date of January 13, 2026 and a termination date of January 13, 2028. The two swaps, with an average SOFR rate of 3.26% replaced $300 million in interest rate swaps with an average SOFR rate of 3.49% when they matured.

In November 2025, the Company entered into a $125 million interest rate swap to fix one-month term SOFR at 3.31% until December 31, 2027. The interest rate swap became effective on December 31, 2025, replacing the 2.92% $125 million interest rate swap that matured on the same date.

As a result of the refinancings completed in 2025, the Company's average length to maturity has increased to nearly four years on a proforma basis, including extension options, and the Company will have no significant debt maturities until 2028.

At year-end 2025, the Company had total liquidity of approximately $240 million, including unrestricted cash and cash equivalents and revolving credit facility availability.

Taking into consideration the Company's preferred stock, at year-end 2025, 77% of the Company's pro-rata outstanding debt had a fixed interest rate.

Full-Year 2025 Financial Summary*

•Pro Forma RevPAR and ADR: Pro forma revenue per available room (“RevPAR”) was $121.85. Pro forma average daily rate (“ADR”) was $165.28 and pro forma occupancy was 73.7 percent.

•Pro Forma Hotel EBITDA: Pro forma hotel EBITDA was $241.6 million.

•Adjusted EBITDAre: Adjusted EBITDAre was $174.8 million.

•Adjusted FFO: Adjusted FFO was $103.6 million, or $0.85 per diluted share.

•Capital Improvements: The Company invested $75.5 million in capital improvements during 2025 and $64.2 million on a pro rata basis after consideration of joint ventures.

•RevPAR Index Expansion: The Company increased portfolio RevPAR index by 90 basis points to 115, as effective revenue management continued to drive market share gains. The Company also limited operating expense growth to approximately 2% compared to 2024 driven by reduced reliance on contract labor and lower employee turnover.

◦*Results for non-GAAP measures are reconciled from GAAP starting on Page 53 of this proxy statement.

2025 Compensation Program

Our executive compensation program consists of base salary, annual cash incentive compensation opportunities and annual long-term equity incentive grants. Our program is designed to be straightforward, transparent and market-based and to comply with sound corporate governance practices.

The chart below contains the key components of our executive compensation program, the purpose of each component and the process for determining each component.

Compensation Component

Description and Objectives

2025 Program

Base Salary

Fixed cash compensation set at a level reflective of each executive’s performance, market conditions, and competitive rates.

The Compensation Committee considered competitive salary information for the Company’s peer group when establishing 2025 base salaries for named executive officers. Annual base salaries are detailed in “Base Salary” below.

Annual Cash Incentive Compensation

Performance-based cash incentive that rewards achievement of annual company-specific performance objectives.

The Compensation Committee established our 2025 annual cash incentive program to incorporate performance measures that strongly support our business strategies. 2025 annual cash incentives were tied to objectives in the following categories: Same Store Hotel EBITDA Objective (weighted 30%); Adjusted Funds From Operations ("AFFO") Per Share Objective (weighted 25%); Revenue Per Available Room ("RevPAR") Growth Objective (weighted 10%); and Strategic Plan Objectives (weighted 35%). Total earned bonuses were paid at approximately 75% of target payout for each of the named executive officers as detailed in “Annual Cash Incentive Program” below.

Long-Term Equity

Incentives

Equity incentives that align executive compensation with total stockholder return over multi-year performance and vesting periods that encourage the retention of key talent.

In 2025, 60% of each named executive officer’s long-term equity award was in the form of performance-based stock awards that may be earned from 0 to 200% of the target number of shares based on our relative total shareholder return (“TSR”) percentile rank versus a comparable set of lodging REITs over a three-year performance period. The remaining 40% of each executive’s long-term equity award was in the form of time-based stock awards, vesting 25%, 25% and 50% on the one-year, two-year and three-year anniversaries, respectively, of March 9, 2025.

Based on our 3-year TSR beginning on March 8, 2023 and ending March 8, 2026, previously granted performance-based restricted stock awards granted to executives on March 8, 2023 were forfeited as a result of performance metrics not being met. See Footnote (4) under “Outstanding Equity Awards at Fiscal Year-End”.

Compensation Best Practice Policies

We maintain several stockholder-friendly compensation policies, including stock ownership guidelines, a compensation clawback policy, and anti-hedging and anti-pledging policies (refer to “Corporate Governance Principles” for more detail on these policies). In addition, our employment agreements with executive officers have non-compete provisions, require a double trigger for any severance payouts in connection with a change-in-control and do not provide excise tax gross-up payments.

Results of Stockholder Say-on-Pay Votes

Each year, the Compensation Committee considers the outcome of the stockholder advisory (non-binding) vote to approve executive compensation when making decisions relating to the compensation of our named executive officers and our executive compensation program design, structure and policies.

The rigorous “pay for performance” program the Company has implemented since our listing on the NYSE in 2011 has historically received strong stockholder support, both through voting outcomes on say-on-pay as well as direct feedback from investors, proxy advisory firms and other stakeholders. At the 2024 annual meeting of stockholders, approximately 96% of the votes cast were in favor of the advisory vote to approve the Company’s executive compensation. The Compensation Committee believes that past voting results convey our stockholders’ strong support of the philosophy, design and structure of our executive compensation program. The Compensation Committee will continue to consider the results of the stockholders’ say-on-pay votes when making decisions about our executive compensation program.

Objectives of Our Executive Compensation Program

Our executive compensation philosophy is designed to promote the following objectives:

•Assist in attracting and retaining talented and well-qualified executives by offering compensation opportunities competitive with other lodging REITs;

•Motivate our executives to manage our business to meet our near-, medium- and long-term objectives and reward them for meeting these objectives;

•Align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases; and

•Maintain high standards of corporate governance.

Role of the Compensation Committee and Management

The Compensation Committee is responsible for determining the amount and composition of compensation paid to our Chief Executive Officer and all other executive officers. The Compensation Committee exercises its independent judgment in reviewing and approving the executive compensation program as a whole, as well as specific compensation levels for each executive officer. Additionally, the Compensation Committee reviews and considers the recommendations of Mr. Stanner with respect to compensation decisions of our named executive officers other than himself and other Company employees. The Compensation Committee believes it is valuable to consider the recommendations of Mr. Stanner with respect to these matters because, given his knowledge of our operations and the day-to-day responsibilities of our executive officers and other Company employees, he is in a unique position to provide the Compensation Committee perspective into the performance of our executive officers and other Company employees in light of our business at a given point in time.

Role of the Compensation Consultant

The Compensation Committee has retained FW Cook as its independent compensation consultant. The Compensation Committee has determined that FW Cook meets the criteria for an independent consultant in accordance with SEC guidelines for such service. FW Cook reports directly to the Compensation Committee and works with management only at the request and under the direction of the Compensation Committee. To assist the Compensation Committee in the development of our 2025 executive compensation program, FW Cook conducted a comprehensive review of our executive compensation program in terms of the competitiveness of our target compensation opportunities and the appropriateness of our incentive programs in supporting our business strategy.

Peer Group Information

In general, the Compensation Committee uses comparative data from various companies as a guide in its review and determination of base salaries, annual cash incentive awards and annual equity awards.

For the compensation program review that informed decisions on target pay opportunities and program structure for 2025, the Compensation Committee, with the help of FW Cook, established the peer group used to evaluate the competitiveness of our existing executive compensation program. A competitive compensation analysis was conducted in late 2024 to inform pay decisions for fiscal 2025. The peer group used in this analysis consisted of the following seven public REITs that primarily invest in hotels and eight other public REITs outside of the hotel sector that were comparable in terms of market capitalization size and executive team members that the Compensation Committee and FW Cook considered to be the most relevant peers.


Apple Hospitality REIT, Inc.						Pebblebrook Hotel Trust
CareTrust REIT, Inc.						RLJ Lodging Trust
Chatham Lodging Trust						Sila Realty Trust
Community Healthcare Trust Inc.						Sunstone Hotel Investors, Inc.
DiamondRock Hospitality						Urban Edge
Elme Communities						Whitestone REIT
TC Properties, Inc.						Xenia Hotels & Resorts
Peakstone Realty Trust

Elements of 2025 Executive Compensation

2025 Target Total Direct Compensation (“TDC”)

Target TDC for 2025 consisted of salary, target annual cash incentives and target long-term equity incentives. The Compensation Committee considered the mix of the three components of TDC and significantly weighted the long-term equity incentive component the highest to align compensation with long-term stockholder value. We believe that the 2025 Target TDC for each executive, which is set forth in the table below, generally approximates the market median, and the mix between compensation elements is generally consistent with the mix used by companies in our peer group.


Name	Salary ($)	Annual Cash Incentive ($)(1)	Long-Term Incentives ($)(2)	Target TDC ($)
Jonathan P. Stanner	800,000	1,200,000	3,300,000	5,300,000
William H. Conkling	500,000	500,000	1,350,000	2,350,000
Christopher R. Eng	450,000	450,000	500,000	1,400,000
Paul Ruiz	350,000	297,500	480,000	1,127,500

(1) Reflects the “target” level payout of our annual cash incentive award program, which remained at the same percentage of base salary as in 2024.

(2) Reflects the “target” level value of long-term incentive awards consisting 60% of performance share awards and 40% of time-based awards. The "target" level for 2025 remained at the same percentage of base salary as in 2024. The Compensation Committee determines the intended target dollar value. The number of shares issued to each executive is determined by dividing the intended target dollar value of the award by the average of the trailing 10-day VWAP of our common stock prior to the date of grant. The grant-date fair value of long-term incentive awards as disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table are different because they represent the grant date fair value of the awards in accordance with ASC 718.

Base Salary

Base salaries are designed to provide a fixed level of compensation that serves as a retention tool. Base salaries are reviewed annually by the Compensation Committee and are subject to annual adjustments at the discretion of the Compensation Committee. The Compensation Committee determines salary adjustments based on market conditions and competitive compensation information for similar positions at other companies. The Compensation Committee increased salaries for each executive to maintain competitiveness with salaries provided to similarly situated executives at the peer companies. Base salaries for Messrs. Stanner, Conkling and Ruiz were last increased in 2022, and Mr. Eng's base salary was last increased in 2023. The Compensation Committee made this decision in early 2025, taking into consideration 2024 performance, which reflected profitability improvements, as well as significant transaction volume that improved our balance sheet. Base salaries for 2024 and 2025 for our named executive officers were as follows:


Name	2025 ($)	2024 ($)	Percentage Increase/(Decrease)
Jonathan P. Stanner	800,000	700,000	14.3	%
William H. Conkling	500,000	470,000	6.4	%
Christopher R. Eng	450,000	400,000	12.5	%
Paul Ruiz	350,000	315,000	11.1	%

Annual Cash Incentive Program

Our 2025 annual cash incentive program was designed to provide the named executive officers an opportunity to earn compensation based on the achievement of challenging company-specific performance goals that support our business strategy.

The performance measures and weightings established by our Compensation Committee for 2025 under our annual cash incentive program are set forth below. The measures were designed by the Compensation Committee to provide appropriate alignment of interests with shareholders and incentivize activity, which can translate into value creation.


Corporate Performance Measure						Total Weight
Same Store EBITDA						30%
AFFO Per Share						25%
RevPar Growth						10%

Strategic Plan Objectives						35%
Total						100%

2025 Same Store Hotel EBITDA*

The Same Store Hotel EBITDA component of the 2025 annual incentive program was Same Store Hotel EBITDA, measured on a consolidated basis and adjusted for hotels sold during 2025. Same Store Hotel EBITDA goals at the Threshold, Target and Maximum levels were:


			•Threshold:			$212.1 million
			•Target:			$264.6 million
			•Maximum:			$297.1 million

Actual 2025 Same Store Hotel EBITDA was $241.6 million, resulting in payout between the Threshold and Target level for this measure, which equated to payout at 78% of Target.

*Same Store Hotel EBITDA was calculated based on the financial results for the 95 hotels owned as of January 1, 2025, and at all times during the year ended December 31, 2025, and excludes the financial results of hotels disposed in 2025. EBITDA is net income (loss) plus interest, taxes, depreciation and amortization.

2025 Adjusted Funds From Operations ("AFFO") per Share

The AFFO per share component of the 2025 annual incentive program was measured on a consolidated basis for the year ended December 31, 2025. AFFO goals at the Threshold, Target and Maximum levels were:


			•Threshold:			$0.80 per share
			•Target:			$0.96 per share
			•Maximum:			$1.05 per share

Actual 2025 AFFO per share was $0.85, resulting in payout between the Threshold and Target level for this measure, which equated to payout at 66% of Target.

*For more information on AFFO, see "Reconciliation of Non-GAAP Financial Measures" starting on Page 53 of this proxy statement.

2025 RevPAR Growth

The RevPAR growth component of the 2025 annual incentive program was the percentage of the change in RevPAR, measured on a consolidated basis from 2024 to 2025. RevPAR growth goals at the Threshold, Target and Maximum levels were:


			•Threshold:			0 percent growth
			•Target:			2 percent growth
			•Maximum:			3 percent growth

Actual 2025 RevPAR growth was -2.2%, resulting in no payout for this measure.

2025 Strategic Plan Objectives

For 2025, the Board established a shared set of objectives applicable to all of the named executive officers and aligned with the Company's overall strategic plan. The key objectives for 2025 consisted of the continued review of overall company strategy, including ongoing efforts to evolve the portfolio based on key previously identified investment themes including transactions; balance sheet and capital expenditures management; strategic planning; and succession planning.

The amounts payable to each executive officer with respect to the Strategic Plan Objectives were determined within the Board's discretion after an evaluation of performance against each goal. The Board did not assign a pre-determined payout level of performance for each metric in the Strategic Plan Objectives, as they were not based on quantitative performance measures. Instead, the Board engaged in a detailed review of the performance with respect to each goal, progress towards the goal and benefits realized by the Company, among other factors. Following a rigorous evaluation process, the Board determined to pay out at 100% of target for this component for each named executive officer.

The total annual cash incentive opportunity ranges for 2025, and the actual total cash incentive compensation earned and paid for 2025 performance as a percentage of base salary, were as follows:


	2025 Annual Cash Incentive Opportunity (% of Base Salary)			2025 Annual Cash Incentive Earned	2025 Annual Cash Incentive Earned
Name	Threshold	Target	Maximum	% of Target	$
Jonathan P. Stanner	75.0%	150%	300%	75%	900,000
William H. Conkling	50.0%	100%	200%	75%	375,000
Christopher R. Eng	50.0%	100%	200%	75%	337,500
Paul Ruiz	50.0%	85%	170%	78%	230,735

The following table sets forth the payouts under the RevPAR Growth component, Same Store Hotel EBITDA component, the AFFO per Share component and the Strategic Plan component that each named executive officer earned in 2025:


Name	RevPAR Growth Payout ($)(1)	Same Store EBITDA Payout ($)(2)	AFFO Per Share Payout ($)(3)	Strategic Plan Payout ($)(4)	Total 2025 Annual Cash Incentive Payout ($)(5)
Jonathan P. Stanner	—	281,143	196,875	421,982	900,000
William H. Conkling	—	117,143	82,031	175,826	375,000
Christopher R. Eng	—	105,429	73,828	158,243	337,500
Paul Ruiz	—	73,150	53,320	104,265	230,735


(1)			—% of Target
(2)			78% of Target
(3)			66% of Target

(4)			100% of Target
(5)			Approximately 75% of Target

Long-Term Incentive Compensation

Long-term equity incentives granted in 2025 consisted of a combination of performance-based and time-based stock awards. The Compensation Committee determined a target total long-term incentive grant value for each named executive officer. For all named executive officers, the typical annual long-term incentive awards were granted 60% in the form of performance-based stock (at target) and 40% in the form of time-based stock.


Name	Performance-Based Stock Target Value ($)	Time-Based Stock Value ($)	Total LTI Grant Value at Target ($)
Jonathan P. Stanner	1,980,000	1,320,000	3,300,000
William H. Conkling	810,000	540,000	1,350,000
Christopher R. Eng	300,000	200,000	500,000
Paul Ruiz	288,000	192,000	480,000

The Compensation Committee granted these stock awards under the 2024 Plan. The number of shares granted was based on the VWAP of our common stock for the 10 trading days preceding the grant date. The grant-date fair values, as reported in the Summary Compensation Table and the Grants of Plan-Based Awards table, differ from the values shown in the table above because the grant-date fair value of each performance-based award under ASC 718 is based on a Monte Carlo value and the grant-date fair value of each time-based award is based on the closing share price on the grant date.

Performance-Based Stock Awards

The performance-based stock awards are tied to the Company’s TSR relative to the TSR of companies in the Dow Jones U.S. Hotel Index with a market capitalization of at least $100 million as of the grant date, excluding two gaming REITs as approved by the Compensation Committee (“Index Companies”). The number of shares that may be earned can range from 0% to 200% of the target shares granted, based on our relative TSR percentile rank over the three-year performance period starting March 7, 2025, and ending March 7, 2028 (“Performance Period”), according to the table below.


Company 3-Year TSR Percentile Rank vs. Index Companies						Percent of Target Shares Earned
< 30th Percentile						0%
30th Percentile						25%
55th Percentile						100%
≥ 80th Percentile						200%

The number of shares earned will be linearly interpolated for performance between the 30th and 55th percentile and for performance between the 55th and 80th percentile. In addition, if the Company’s absolute TSR is equal to or greater than 8.5% per year (or 25.5% cumulative over the Performance Period), at least 25% of the performance-based shares will be earned.

The Company entered into stock award agreements with the above-named executive officers, effective as of March 7, 2025, setting forth the terms and conditions of the performance-based stock awards. Except as described below, no performance-based shares will vest unless the executive remains in the continuous employ of the Company from the date of grant until March 7, 2028. On and after the date of the grant and prior to forfeiture of any of the performance-based shares, the executives will have the right to vote the shares that have been issued (i.e., the target number). Cash dividends on the performance-based shares will be accumulated and will only be paid to the executives to the extent the underlying performance-based share is earned.

If a “change in control” (as defined in the Company’s 2024 Plan), occurs prior to the conclusion of the Performance Period, the performance-based shares will be earned based on the Company’s relative or absolute TSR performance as described above up to the "control change date" (as defined in the Company's 2024 Plan), and any earned shares will be fully vested on the third anniversary of the grant date (the end of the original performance period), subject to acceleration if either (a) the successor entity does not assume or replace the award, or (b) the participant's employment ends, after the date of the change in control on account of the participant's death, "disability", "termination without cause" or "voluntarily termination for good reason." Under these circumstances, the executives will be entitled to receive any dividend equivalent payments to which they are entitled under the terms of the stock award agreements.

If an executive’s employment is terminated on account of death or "disability", "termination without cause" or "voluntary termination for good reason" (each as defined in the employment agreement between the Company and the executive), the performance-based shares may be earned contingent upon the attainment of the relative or absolute TSR performance hurdles at the end of the Performance Period. However, the number of performance-based shares earned by the executive, and the amount of any dividend equivalent payments to which the executive is entitled pursuant to the terms of the stock award agreement, will be adjusted pro rata based on the amount of time the executive was employed by the Company during the Performance Period.

For purposes of the performance-based stock awards, the Company’s TSR will be calculated as the total percentage return per share of the Company’s common stock calculated in accordance with the methods used by S&P Capital IQ to calculate TSR. The TSR for the Index Companies will be calculated in the same manner.

Performance-Based Stock Awards Vesting

Time-Based Stock Awards

The Company entered into stock award agreements with the executive officers setting forth the terms and conditions of the time-based stock awards. The stock award agreements provide for vesting over a three-year period as follows: 25% of shares will vest on March 9, 2026; 25% of the shares will vest on March 8, 2027; and 50% of the shares will vest on March 7, 2028.

Except as described below, no time-based shares will vest unless the executive remains in the continuous employ of the Company from the date of grant until the applicable vesting date. If a “change in control” (as defined in the 2024 Plan) occurs prior to vesting and if the successor entity does not assume or replace the time-based shares, all unvested time-based shares will vest on a “control change date,” as defined in the 2024 Plan if the executive remains in the continuous employ of the Company from the date of grant until the control change date. In addition, all of the time-based shares (if not sooner vested), will vest on the date that the executive’s employment with the Company ends on account of the executive’s death or “disability”, or if the executive’s employment is terminated without “cause,” or if the executive resigns for “good reason” (each as defined in the employment agreement between the Company and the executive).

Any time-based shares that have not vested as described above may not be transferred and will be forfeited on the date the executive’s employment with the Company terminates. On and after the date of grant and prior to forfeiture of any time-based shares, the executive will have the right to vote the time-based shares and to receive, free of all restrictions, all dividends declared and paid on the Company’s common stock, whether or not vested.

Other Benefits; 401(k) Plan

We provide benefits such as medical, dental and life insurance and disability coverage for all of our employees, including our named executive officers. We also provide personal paid time off and other paid holidays to all employees, including the named executive officers. We believe that our employee benefit plans are an appropriate element of compensation and are necessary to attract and retain employees.

We maintain a retirement savings plan under section 401(k) of the Internal Revenue Code to cover our eligible employees. We currently match 100% of each eligible participant’s contributions, within prescribed limits, up to 3% of such participant’s base salary and 50% of each eligible participant’s contributions up to an additional 2% of the participant’s base salary.

Employment Agreements

To specify our expectations with regard to our executive officers’ duties and responsibilities, and to provide greater certainty with regard to the amounts payable to our executive officers in connection with certain terminations or change in control events, the Board approved, and we entered into employment agreements with each of our executive officers. We believe that the terms of the employment agreements provide these executives with day-to-day employment stability and enable them to properly focus their attention on their duties and responsibilities with the company, thereby promoting productivity. For information concerning the employment agreements and the named executive officers' right to severance payments and/or benefits upon termination of employment see "Employment Agreements" and "Potential Payments Upon Termination or Change in Control" in section titled "Executive Compensation" in this proxy statement.

Tax Deductibility of Executive Compensation

The Compensation Committee considers the anticipated tax treatment to the Company and the executive officers in its review and establishment of compensation programs and payments. The deductibility of some types of incentive compensation payments can depend upon the timing of the executive’s vesting or exercise of previously granted rights. Interpretations of and changes in applicable tax laws and regulations, as well as other factors beyond the committee’s control, also can affect deductibility of compensation. The Compensation Committee’s general policy is to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals. Accordingly, the Compensation Committee has not adopted a policy that all compensation must be deductible.

Accounting Standards

ASC 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of equity awards under our 2024 Plan will be accounted for under ASC 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Summit Hotel Properties, Inc. has reviewed and discussed the Compensation Discussion and Analysis appearing in this proxy statement with management of the Company. Based on the Compensation Committee’s review of the CD&A and the Compensation Committee’s discussions of the CD&A with management, the Compensation Committee recommended to the Board (and the Board has approved) that the CD&A be included in the Company’s proxy statement on Schedule 14A prepared in connection with the annual meeting.

Compensation Committee of the Board:

Kenneth J. Kay (Chair)

Jeffrey W. Jones

Amina Belouizdad Porter

Thomas W. Storey

April 1, 2026

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of our named executive officers for the three fiscal years ended December 31, 2025, 2024 and 2023.


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Jonathan P. Stanner	2025	800,000	3,747,700	900,000	14,000	5,461,700
President & CEO	2024	700,000	3,601,400	1,078,117	13,800	5,393,317
	2023	700,000	3,905,300	1,033,711	13,200	5,652,211
William H. Conkling	2025	500,000	1,533,200	375,000	14,000	2,422,200
EVP & CFO	2024	470,000	1,309,600	482,586	13,800	2,275,986
	2023	470,000	1,420,100	462,709	13,200	2,366,009
Christopher R. Eng	2025	450,000	567,800	337,500	14,000	1,369,300
EVP, CRO, GC	2024	400,000	545,700	410,711	13,800	1,370,211
	2023	400,000	591,700	393,795	13,200	1,398,695
Paul Ruiz	2025	350,000	545,100	230,735	14,000	1,139,835
SVP, CAO	2024	315,000	523,900	274,920	13,800	1,127,620
	2023	315,000	568,000	263,597	13,200	1,159,797

(1) Amounts in this column represent the aggregate grant date fair value computed in accordance with ASC 718, of time-based and performance-based stock awards granted under our 2024 Plan. The grant date fair value of performance-based stock was determined using a Monte Carlo simulation. The assumptions used in calculating these amounts are discussed in Note 2 (“Basis of Presentation and Significant Accounting Policies – Equity-Based Compensation”) and Note 13 (“Equity-Based Compensation”) to our audited consolidated financial statements included in our Annual Report.

(2) Amounts in this column represent aggregate cash payouts pursuant to the Annual Cash Incentive Program as described in “Compensation Discussion and Analysis – Compensation Elements – Annual Cash Incentive Program.”

(3) The amounts in the “All Other Compensation” column for Messrs. Stanner, Conkling, Eng and Ruiz reflect contributions made by us to each of our named executive officers’ 401(k) accounts.

Grants of Plan-Based Awards

The table below sets forth information with respect to plan-based awards granted in 2025 to our named executive officers:


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock (#)	Grant Date Fair Value of Awards ($)(4)
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Jonathan P. Stanner	3/7/2025	(1)	600,000	1,200,000	2,400,000	—	—	—	—	—
	3/7/2025	(2)	—	—	—	77,586	310,345	620,690	—	2,376,000
	3/7/2025	(3)	—	—	—	—	—	—	206,896	1,371,700
William H. Conkling	3/7/2025	(1)	250,000	500,000	1,000,000	—	—	—	—	—
	3/7/2025	(2)	—	—	—	31,740	126,959	253,918	—	972,000
	3/7/2025	(3)	—	—	—	—	—	—	84,640	561,200
Christopher R. Eng	3/7/2025	(1)	225,000	450,000	900,000	—	—	—	—	—
	3/7/2025	(2)	—	—	—	11,756	47,022	94,044	—	360,000
	3/7/2025	(3)	—	—	—	—	—	—	31,348	207,800
Paul Ruiz	3/7/2025	(1)	175,000	297,500	595,000	—	—	—	—	—
	3/7/2025	(2)	—	—	—	11,285	45,141	90,282	—	345,600
	3/7/2025	(3)	—	—	—	—	—	—	30,094	199,500

(1)Represents the threshold, target and maximum potential payouts for the annual cash incentive awards granted in 2025 to each named executive officer under our 2024 Plan. For each executive, the incentive award earned was paid out in cash in March 2026. For more information, see “Compensation Discussion and Analysis — Compensation Elements—Annual Cash Incentive Program.”

(2)Represents performance-based restricted stock awards granted to our named executive officers under our 2024 Plan, which vest following the end of the performance period on March 7, 2028, based on the Company’s absolute and relative TSR achievement, subject to continued service through the end of the performance period except in the case of certain terminations of employment or in the case of a change in control, as discussed in more detail in “Compensation Discussion and Analysis – Compensation Elements – Performance-Based Stock Awards.”

(3)Represents time-based restricted stock awards granted to our named executive officers under our 2024 Plan. The time-based restricted stock awards vest annually on a 25%, 25%, 50% schedule over a three-year period, subject to continued service through the applicable vesting date except in the case of certain terminations of employment or in the case of a change in control, as discussed in more detail in “Compensation Discussion and Analysis – Compensation Elements – Time-Based Stock Awards.”

(4)Represents the aggregate grant date fair value of the performance-based stock awards and the time-based stock awards granted to our named executive officers under our 2024 Plan. The amounts have been computed in accordance with ASC 718. The grant date fair value of performance-based awards was determined using a Monte Carlo simulation. For more information regarding our assumptions made in the valuation of these stock awards, see Note 2 and Note 13 to our audited consolidated financial statements included in our Annual Report.

Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards table was paid or awarded to our named executive officers, are described above under “Compensation Discussion and Analysis.”

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth information with respect to outstanding equity awards held by the named executive officers as of December 31, 2025.


Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)(2)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Jonathan P.	3/8/2023	85,492	416,346	64,119	312,260
Stanner	3/8/2024	152,778	744,029	305,555	1,488,053
	3/7/2025	206,896	1,007,584	77,586	377,844
William H.	3/8/2023	31,088	151,399	23,316	113,549
Conkling	3/8/2024	55,555	270,553	111,111	541,111
	3/7/2025	84,640	412,197	31,740	154,574
Christopher	3/8/2023	12,953	63,081	9,715	47,312
R. Eng	3/8/2024	23,148	112,731	46,296	225,462
	3/7/2025	31,348	152,665	11,756	57,252
Paul Ruiz	3/8/2023	12,435	60,558	9,327	45,422
	3/8/2024	22,222	108,221	44,444	216,442
	3/7/2025	30,094	146,558	11,285	54,958

(1) Market value is based on the closing sale price of our common stock on the NYSE on December 31, 2025, which was $4.87.

(2) Time-Based Shares. Vesting dates for unvested time-based shares listed in the above table are as follows:


Vesting Date	Stanner	Conkling	Eng	Ruiz
March 8, 2026	188,142	70,766	28,506	27,366

March 8, 2027	153,576	58,197	23,269	22,338
March 7, 2028	103,448	42,320

SEC Form DEF 14A filed by Summit Hotel Properties Inc.