Apple Hospitality REIT Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Apple Hospitality REIT, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

DEAR SHAREHOLDERS,

On behalf of our Board of Directors and our corporate team, thank you for your investment in Apple Hospitality REIT, Inc. We are pleased to have achieved another year of strong operating performance in 2023, which positioned us well to strategically grow our portfolio and provide our shareholders with attractive distributions. Throughout our history, we have implemented a responsible and effective investment strategy with the intent to mitigate risks of investing in the lodging industry, drive strong operating results through all market conditions and maximize shareholder value. Our strategy of owning rooms-focused hotels aligned with industry-leading brands, operated by best-in-class management companies and broadly diversified across a variety of markets while maintaining a strong and flexible balance sheet, disciplined capital allocation and the highest standards of corporate governance has proven successful across economic cycles. We are confident this strategy, combined with the underlying knowledge and experience of our Board of Directors and our corporate team, has us well positioned for continued outperformance in the years to come.

During 2023, operating fundamentals continued to strengthen across our portfolio of hotels, driven by resilient leisure demand and steady improvements in business travel. In addition, we thoughtfully grew our portfolio with the acquisition of six hotels, enhanced the quality of our hotels through a variety of capital improvement projects, provided our shareholders with attractive distributions, maintained the strength and flexibility of our balance sheet, and further enhanced our corporate responsibility initiatives and disclosures.

Our portfolio is one of the largest and most geographically diverse portfolios of rooms-focused hotels in the United States. Our hotels span 87 markets in 37 states and are franchised with the industry-leading Marriott, Hilton and Hyatt families of brands. The brands that we affiliate with and our third-party hotel operators share our high standards and integrate environmental sustainability and social responsibility in ways that enhance hotel operations, team member development, local community outreach and overall guest well-being. We work closely with the management teams at our hotels, brand representatives and industry colleagues to implement initiatives to reduce the environmental impact of our hotels; further advance diverse, equitable and inclusive workplaces in our hotels; and ensure the health, safety, security and well-being of hotel associates and guests.

Over the past year, together with third-party energy consultants, we established an emissions reporting platform and reported Scope 1 and 2 greenhouse gas emissions for 2022. Our teams are committed to continuous improvement, and to this end our capital investment and asset management departments, together with our third-party management companies, brands, industry colleagues and energy consultants, implement and monitor sustainability initiatives and work to develop and execute strategies as part of our asset management, disposition, acquisition and reinvestment analysis that will further contribute to and inform our energy, water and waste management initiatives. We are dedicated to reducing the environmental impact of our hotels over time and look forward to tracking our progress towards reducing emissions in the years ahead.

We are dedicated to excellence and committed to operating with integrity and accountability. Our Board of Directors includes individuals with leadership skills and relevant experience in finance, investing, business strategy, real estate, hospitality, ESG and risk management, and we have incorporated strong governance practices that we believe align with the best interests of our shareholders. We value diversity and believe it is desirable for our Board of Directors to include individuals who represent a mix of viewpoints, experiences and backgrounds, including racial, ethnic and gender diversity. Our Board of Directors plays an important role in the risk oversight of the Company, and together with our Board of Directors, we regularly assess and evaluate risks to our business and develop strategies to mitigate them where possible.

During 2023, our team continued to prioritize shareholder engagement. In addition to our quarterly earnings and regular shareholder communications, our team actively participated in numerous outreach initiatives, both in person and virtually, including industry conferences, company presentations, analyst meetings, investor road shows and individual meetings. These interactions allowed us to gain valuable insight into the topics that were most important to our shareholders as well as their expectations for our future performance. They also gave us the opportunity to answer specific questions related to our business, operations, strategies, environmental stewardship, social responsibility, corporate governance and executive compensation. We value the feedback we received during these meetings and look forward to continuing the dialogue through future engagement.

We remain steadfast in our commitment to maximizing long-term value for our shareholders through strong operational performance, disciplined capital allocation, strategic growth, leading corporate governance, and high corporate responsibility standards. The travel industry has proven resilient, and as we look ahead, we believe we are incredibly well positioned for continued outperformance.

Sincerely,

Justin G. Knight

Chief Executive Officer and Director

Notice of the 2024 Annual Meeting of Shareholders

to be Held on Thursday, May 23, 2024

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

Shareholders will also transact such other business as may properly come before the meeting.

If you were a holder of record of any common shares of Apple Hospitality REIT, Inc. at the close of business on March 26, 2024 (the "Record Date"), you are entitled to vote at the Annual Meeting of Shareholders (the "Annual Meeting”). If you are present at the Annual Meeting, you may vote in person even if you have previously returned a proxy card.

REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, AS A SHAREHOLDER YOUR ROLE IS VERY IMPORTANT, AND THE BOARD STRONGLY ENCOURAGES YOU TO EXERCISE YOUR RIGHT TO VOTE.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE VOTE ONLINE, BY PHONE OR BY SIGNING, DATING AND RETURNING THE PROXY CARD. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

The Company is furnishing its Proxy Statement, proxy card and 2023 Annual Report on Form 10-K, which includes the Company's audited consolidated financial statements for the year ended December 31, 2023 (the “Annual Report”) to you electronically via the Internet, instead of mailing printed copies of those materials to each shareholder. The Company has sent to its shareholders a notice and electronic delivery of the proxy materials (the "Notice of Internet Availability") that provides instructions on how to access its proxy materials on the Internet, how to request and receive a paper copy of the Proxy Statement, Annual Report and proxy card for the Annual Meeting and future meetings of shareholders, and how to vote online atwww.proxyvote.com. Shareholders can also call 1-800-579-1639 to request proxy materials or 1-800-690-6903 to vote by telephone. Additionally, this Proxy Statement and the Annual Report are available athttp://materials.proxyvote.com/03784Y. Please read the enclosed information carefully before submitting your proxy.

Information: The Notice of Internet Availability, this Proxy Statement and related proxy materials are being mailed or made available to shareholders on or about April 9, 2024. Copies of this Proxy Statement, the Company’s proxy card and our Annual Report are available athttp://materials.proxyvote.com/03784Y.

By Order of the Board of Directors,

Matthew P. Rash

Secretary

April 9, 2024

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