APLE 8-K
Apple Hospitality REIT, Inc. (APLE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Apple Hospitality REIT, Inc. (the “Company”) is filing this report in accordance with Items 8.01 and 9.01 of Form 8-K.
8.01 Other Events.
On August 6, 2026, the Company entered into an Amendment No. 2 (the “Amendment”) to the equity distribution agreement, dated February 23, 2024 and amended as of February 25, 2025 (as amended, the “Equity Distribution Agreement”) with Jefferies LLC, Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Securities, Inc., and Wells Fargo Securities, LLC (collectively, the “Agents”), pursuant to which the Company may continue to sell, from time to time, up to an aggregate sales price of $500,000,000 of its common shares, no par value per share, through the Agents.
The Amendment updates the definition of “Agent” and “Agents” in the Equity Distribution Agreement to remove B. Riley Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. and add Huntington Securities, Inc.
A copy of the Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the material terms of the Amendment in this Item 8.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
From time to time, the Company has had customary commercial and/or investment banking relationships with the Agents and/or certain of their affiliates.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apple Hospitality REIT, Inc. | ||
| By: | /s/ Justin G. Knight | |
| Justin G. Knight | ||
| Chief Executive Office | ||
| August 6, 2026 | ||
Exhibit 1.1
Execution Version
Apple Hospitality REIT, Inc.
(a Virginia corporation)
Common Shares
(No Par Value Per Share)
AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENT
August 6, 2026
| Jefferies LLC 520 Madison Avenue New York, New York 10022 |
Huntington Securities, Inc. 41 South High St. Columbus, OH 43215 | |
| Robert W. Baird & Co. Incorporated 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 |
KeyBanc Capital Markets Inc. 127 Public Square, 7th Floor Cleveland, Ohio 44114 | |
| BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 |
Regions Securities LLC 615 South College Street, Suite 600 Charlotte, North Carolina 28202 | |
| BofA Securities, Inc. One Bryant Park New York, New York 10036 |
Truist Securities, Inc. 50 Hudson Yards, 70th Floor New York, New York 10001 | |
| BTIG, LLC 65 East 55th Street New York, New York 10022 |
Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 | |
Ladies and Gentlemen:
Reference is made to that certain Equity Distribution Agreement, dated February 23, 2024, as amended by Amendment No. 1 to Equity Distribution Agreement, dated February 25, 2025 (as amended, the “Agreement”), by and among Apple Hospitality REIT, Inc., a Virginia corporation (the “Company”), and Jefferies LLC, B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, SMBC Nikko Securities America, Inc., Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC.
The Company and each of Jefferies LLC, Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each an “Agent” and collectively, the “Agents,” and, together with the Company, the “Parties”) hereby agree to further amend the Agreement (this “Amendment”) to (i) add Huntington Securities, Inc. as an agent pursuant to the terms of the Agreement and (ii) remove references to B. Riley Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. throughout the Agreement. The Parties therefore hereby agree as follows:
1. Definition of Agents. The definitions of the terms “Agent” and “Agents” in the first sentence of the Distribution Agreement, Exhibit A and Exhibit D of the Agreement are hereby amended and restated to read as follows:
“Jefferies LLC, Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc., Regions Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each an “Agent” and collectively, the “Agents”).”
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2. Notice Information. Section 14 of the Agreement is amended and restated in its entirety as follows:
“SECTION 14. Notices. Except as otherwise provided in this Agreement, all notices and other communications hereunder shall be in writing and, unless otherwise specified, shall be mailed, hand delivered or transmitted by any standard form of telecommunication (i) if to the Company, at the office of the Company, 814 East Main Street, Richmond Virginia 23219, Attention: Elizabeth S. Perkins, Email: [email protected] and Matthew Rash, Email: [email protected] with a copy, which shall not constitute notice, to Hogan Lovells US LLP, Columbia Square, 555 Thirteenth Street NW, Washington, DC 20004, Attention: Paul D. Manca, Email: [email protected] and Tifarah R. Allen, Email: [email protected] or (ii) if to the Agents, at the offices of: Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Syndicate Department, fax no.: (414) 298-7474, with a copy to the Legal Department, Email: [email protected]; BMO Capital Markets Corp., 151 W 42nd Street, 32nd Floor, New York, NY 10036, Attention: Equity Syndicate Department, with a copy to the Legal Department at the same address; BofA Securities, Inc., One Bryant Park New York, New York 10036, Attention: Syndicate Department, Email: [email protected], with a copy to ECM Legal, Email: [email protected]; BTIG, LLC, 65 East 55th Street, New York, New York 10022, Attention ATM Trading Desk, Email: [email protected], Legal, Email: [email protected], Compliance, Email: [email protected]; Jefferies Group LLC, 520 Madison Avenue, New York, New York 10022, Attn: General Counsel; Huntington Securities, Inc., 41 South High St., Columbus, OH 43215, Attention Peter Dippolito / Equity Capital Markets, Email: [email protected], [email protected]; KeyBanc Capital Markets Inc., 127 Public Square, 7th Floor, Cleveland, Ohio 44114, Attention: Jaryd Banach, Michael Jones, John Salisbury, Nathan Flowers, Email: [email protected]; [email protected]; [email protected]; [email protected], tel: 216-689-3910; Regions Securities LLC, 615 South College Street, Suite 600 Charlotte, North Carolina 28202, Attention: ECM Desk, Email: [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Truist Securities, Inc., 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets; Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department (fax no: (212) 214-5918); and in each case with a copy, which shall not constitute notice, to Morrison & Foerster LLP, 2100 L St. NW, Suite 900, Washington, DC 20037, Attention: Justin R. Salon, Email: [email protected].”
5. Exhibit B. Exhibit B to the Agreement is replaced by Exhibit B attached hereto, and any references to Exhibit B in the Agreement shall refer to Exhibit B attached hereto.
6. Governing Law. This Amendment and all the rights and obligations of the Parties shall be governed by and construed in accordance with the laws of the State of New York.
7. Counterparts. This Amendment may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
8. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.
9. Terms used herein but not otherwise defined are used herein as defined in the Agreement.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof; whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents and the Company in accordance with its terms.
| Very truly yours, | ||
| APPLE HOSPITALITY REIT, INC. | ||
| By: | /s/ Elizabeth S. Perkins | |
| Name: Elizabeth S. Perkins | ||
| Title: Senior Vice President and Chief Financial Officer | ||
[Equity Distribution Agreement Amendment No. 2 Signature Page]
The foregoing Amendment No. 2 to the Agreement is hereby confirmed and accepted as of the date first written above.
| JEFFERIES LLC | ||
| By: | /s/ Michael Bluhm | |
| Name: Michael Bluhm | ||
| Title: Managing Director | ||
| ROBERT W. BAIRD & CO. INCORPORATED | ||
| By: | /s/ Christopher Walter | |
| Name: Christopher Walter | ||
| Title: Managing Director | ||
| BMO CAPITAL MARKETS CORP. | ||
| By: | /s/ Eric Benedict | |
| Name: Eric Benedict | ||
| Title: Co-Head, Global Equity Capital Markets | ||
| BOFA SECURITIES, INC. | ||
| By: | /s/ Chris Djoganopoulos | |
| Name: Chris Djoganopoulos | ||
| Title: Managing Director, Head of Americas REGL | ||
| BTIG, LLC | ||
| By: | /s/ Michael Passaro | |
| Name: Michael Passaro | ||
| Title: Managing Director | ||
| HUNTINGTON SECURITIES, INC. | ||
| By: | /s/ Peter Dippolito | |
| Name: Peter Dippolito | ||
| Title: Head of Equity Capital Markets | ||
| KEYBANC CAPITAL MARKETS INC. | ||
| By: | /s/Jaryd Banach | |
| Name: Jaryd Banach | ||
| Title: Managing Director, Head of REGAL ECM | ||
[Equity Distribution Agreement Amendment No. 2 Signature Page]
| REGIONS SECURITIES LLC | ||
| By: | /s/ Edward L. Armstrong | |
| Name: Edward L. Armstrong | ||
| Title: Managing Director - ECM | ||
| TRUIST SECURITIES, INC. | ||
| By: | /s/ Geoffrey Fennel | |
| Name: Geoffrey Fennel | ||
| Title: Director | ||
| WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ Rohit Mehta | |
| Name: Rohit Mehta | ||
| Title: Managing Director | ||
[Equity Distribution Agreement Amendment No. 2 Signature Page]
Exhibit B
Authorized Individuals for Placement Notices and Acceptances
Apple Hospitality REIT, Inc.:
Justin Knight
Email:
Elizabeth S. Perkins
Email:
Matthew Rash
Email:
Jefferies LLC
Donald Lynaugh
Email:
Michael Magarro
Email:
Robert W. Baird & Co. Incorporated
Barbara Nelson
Email:
Sandy Walter
Email:
Matt Gailey
Email:
BMO Capital Markets Corp.
Eric Benedict
Email:
Eileen Connors
Email:
Mehran Feyz
Email:
BofA Securities, Inc.
Matt Warren
Email:
BTIG, LLC
Brenna Cummings
Email:
Nicholas Nolan
Email:
With a copy to:
Huntington Securities, Inc.
Peter Dippolito
Email:
Brian Stauffer
Email:
Brent Stackhouse
Email:
Jon Novak
Email:
With a copy to:
KeyBanc Capital Markets Inc.
Jaryd Banach
Email:
Mike Jones
Email:
John Salisbury
Email:
Nathan Flowers
Email:
Regions Securities LLC
Brit Stephens
Email:
Ed Armstrong
Email:
Matthew Stewart
Email:
Scott Williams
Email:
Truist Securities, Inc.
Keith Carpenter
Email:
Geoff Fennel
Email:
Wells Fargo Securities, LLC
Rohit Mehta
Email:
Nick Gorman
Email:
Joseph Smukler
Email:
Aaron Nath
Email:
Marshall Huynh
Email: