Summit Hotel Properties Inc

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

Summit Hotel Properties, Inc.

(Name of Registrant as Specified In Its Charter)

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

Dear Fellow Stockholder:

You are cordially invited to attend the 2024 annual meeting of stockholders of Summit Hotel Properties, Inc., to be held on Wednesday, May 22, 2024, 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

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 22, 2024

The 2024 annual meeting of stockholders of Summit Hotel Properties, Inc., will be held on Wednesday, May 22, 2024, 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 2024;

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

4. To recommend by advisory (non-binding) vote, whether an advisory (non-binding) stockholder vote to approve our named executive officers' compensation should occur every 1, 2 or 3 years;

5. To consider and vote upon a proposal to approve the Summit Hotel Properties, Inc. 2024 Equity Incentive Plan; and

6. 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, 2024 (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 EngExecutive Vice President, General Counsel,Chief Risk Officer and Secretary

Austin, Texas