APLE Apple Hospitality REIT Inc

Exhibit 1.1

Apple Hospitality REIT, Inc.

(a Virginia corporation)

Common Shares

(No Par Value Per Share)

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

February 25, 2025

Ladies and Gentlemen:

Reference is made to that certain Equity Distribution Agreement, dated February 23, 2024 (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 (each an “Agent” and collectively, the “Agents,” and, together with the Company, the “Parties”). On February 25, 2025, the Company filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-285184) (the “Registration Statement”), in respect of certain of the Company’s securities, in connection with the expiration of the Company’s registration statement on Form S-3 (File No. 333-262915) (the “Expiring Registration Statement”). The Parties wish to amend the Agreement to reference the Registration Statement instead of the Expiring Registration Statement (this “Amendment”) and make certain other amendments as set forth herein. The Parties therefore hereby agree as follows:

1. Commission File Number. The Agreement is hereby amended so that the reference to the Commission file number of the registration statement on Form S-3 filed by the Company with the Commission shall be file number 333-285184.

2. Effective Date. The Agreement is hereby amended to reflect that the effective date of the Registration Statement is February 25, 2025.

3. Limitations on Agents. Section 6(f) of the Agreement is amended and restated in its entirety as follows:

“(f) Limitation on Agents. The Company agrees that any offer to sell, any solicitation of an offer to buy or any sales of Securities shall only be effected by or through only one of the Agents on any single given day (subject to the exceptions in Section 7(j)); provided, however, that such prohibition on the instruction of more than one Agent on any Trading Day shall not apply to or prohibit the appointment of a second Agent (the “Second Agent”), so long as the Second Agent is only executing a block sale transaction after 4:00 p.m. New York City time on such Trading Day (such block sale transaction, an “After Hours Block Transaction”). In addition, following the consummation of any After Hours Block Transaction, the Company shall provide written notice (which may be by facsimile or email) of the occurrence of the After Hours Block Transaction, the amount of Securities sold in such After Hours Block Transaction, and the price at which Securities were sold in such After Hours Block Transaction by 8:00 a.m. New York City time the immediately following Trading Day to the Agent through whom sales of Securities will be made on such Trading Day if such Agent is not the same Agent that consummated such After Hours Block Transaction; provided, however, that if the Company does not intend to sell any Securities on the Trading Day following any After Hours Block Transaction, such notice is not required.”

4. 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: lperkins@applereit.com and Matthew Rash, Email: mrash@applereit.com 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: Paul.Manca@hoganlovells.com and Tifarah R. Allen, Email: tifarah.allen@hoganlovells.com or (ii) if to the Agents, at the offices of: B. Riley Securities, Inc., 299 Park Avenue, 21st Floor, New York, New York, 10171, Attention: General Counsel, Telephone (212) 457-9947, Email: atmdesk@brileyfin.com; 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: syndicate@rwbaird.com; 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: dg.ecm_execution_services@bofa.com, with a copy to ECM Legal, Email: dg.ecm_legal@bofa.com; BTIG, LLC, 65 East 55th Street, New York, New York 10022, Attention ATM Trading Desk, Email: BTIGUSATMTrading@btig.com, Legal, Email: IBLegal@btig.com, Compliance, Email: BTIGcompliance@btig.com; Jefferies Group LLC, 520 Madison Avenue, New York, New York 10022, Attn: General Counsel; KeyBanc Capital Markets Inc., 127 Public Square, 7th Floor, Cleveland, Ohio 44114, Attention: Jaryd Banach, Michael Jones, John Salisbury, Nathan Flowers, Email: Jaryd.Banach@key.com; michael.c.jones@key.com; john.salisbury@key.com; Nathan.flowers@key.com, tel: 216-689-3910; Regions Securities LLC, 615 South College Street, Suite 600 Charlotte, North Carolina 28202, Attention: ECM Desk, Email: ECMDesk@regions.com; brit.stephens@regions.com; ed.armstrong@regions.com; matthew.stewart@regions.com; scott.williams2@regions.com; SMBC Nikko Securities America, Inc., 277 Park Avenue, 5th Floor New York, New York 10172, Attention: NYECM@smbcnikko-si.com; Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New York 10281, Attention: Equity Capital Markets / Chief Legal Officer, U.S., Email: US.Legal@scotiabank.com, US.ecm@scotiabank.com, fax no.: (212) 225-6653; 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: JustinSalon@mofo.com.”

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.

2

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.

3

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.

[Equity Distribution Agreement Amendment No. 1 Signature Page]

The foregoing Amendment No. 1 to the Agreement is hereby confirmed and accepted as of the date first written above.

[Equity Distribution Agreement Amendment No. 1 Signature Page]

[Equity Distribution Agreement Amendment No. 1 Signature Page]

Exhibit B

Authorized Individuals for Placement Notes and Acceptances

Apple Hospitality REIT, Inc.:

Justin Knight

Email:

Elizabeth S. Perkins

Email:

Rachel S. Labrecque

Email:

Matthew Rash

Email:

Jefferies LLC

Donald Lynaugh

Email:

Michael Magarro

Email:

B. Riley Securities, Inc.

Joe Nardini

Email:

Scott Ammaturo

Email:

Keith Pompliano

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:

Will Dockery

Email:

BofA Securities, Inc.

Christine Roemer

Email:

BTIG, LLC

Jairo McCoy

Email:

Brenna Cummings

Email:

Carrie Taylor

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:

SMBC Nikko Securities America, Inc.

Erin Curtiss

Email:

Michelle Petropoulos

Email:

Scotia Capital (USA) Inc.

William See

Email:

Tim Mann

Email:

Pamela Kazer

Email:

Truist Securities, Inc.

Keith Carpenter

Email:

Geoff Fennel

Email:

Wells Fargo Securities, LLC

Rohit Mehta

Email:

Nick Gorman

Email:

Jennifer Lynch

Email:

Fernando Escano

Email:

Josie Callanan

Email:

Exhibit 5.1

		Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com

February 25, 2025

Board of Directors

Apple Hospitality REIT, Inc.

814 East Main Street

Richmond, VA 23219

To the addressee referred to above:

We are acting as counsel to Apple Hospitality REIT, Inc., a Virginia corporation (the “Company”), in connection with the proposed public offering of up to $500,000,000 in aggregate amount of common shares of the Company, no par value per share (the “Common Shares”), all of which Common Shares are to be offered and sold by the Company from time to time in accordance with the terms of the Equity Distribution Agreement, dated as of February 23, 2024 and amended as of February 25, 2025, by and among the Company and the persons named on Schedule 1 attached hereto (the “Agreement”), and as described in the prospectus supplement dated February 25, 2025 (the “Prospectus Supplement”) and the accompanying base prospectus dated February 25, 2025 (together with the Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3ASR (File No. 333-285184), filed with the Securities and Exchange Commission (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinion hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Common Shares will not be issued in violation of the ownership limits contained in the Company’s Amended and Restated Articles of Incorporation, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the applicable provisions of the Virginia Stock Corporation Act, as amended, currently in effect. We express no opinion herein as to any other statutes, rules or regulations.

Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Berlin Birmingham Boston Brussels Colorado Springs Denver Dubai Dublin Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company of the Agreement, (ii) authorization by the Company’s Board of Directors, or authorization by a duly authorized pricing committee thereof, within the limitations established by resolutions duly adopted by the Company’s Board of Directors and duly authorized pricing committee thereof and in each case made available to us, of the terms pursuant to which the Common Shares may be sold pursuant to the Agreement, (iii) authorization by a duly authorized executive officer, designated by the pricing committee to approve placement notices under the Agreement, of the terms of each placement notice issued consistent with the foregoing and pursuant to which the Common Shares may be sold pursuant to the Agreement, (iv) the issuance of the Common Shares pursuant to the terms established by the Board of Directors and the pricing committee thereof and the terms of the applicable placement notice and (v) receipt by the Company of the proceeds for the Common Shares sold pursuant to such terms and such applicable placement notice, the Common Shares will be validly issued, fully paid and nonassessable.

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Common Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.

SCHEDULE 1

Jefferies LLC

520 Madison Avenue

New York, New York 10022

B. Riley Securities, Inc.

299 Park Ave., 21st Floor

New York, New York 10171

Robert W. Baird & Co. Incorporated

777 E. Wisconsin Avenue

Milwaukee, Wisconsin 53202

BMO Capital Markets Corp.

151 W 42nd Street

32nd Floor

New York, New York 10036

BofA Securities, Inc. One Bryant Park

New York, New York 10036

BTIG, LLC

65 East 55th Street

New York, New York 10022

KeyBanc Capital Markets Inc.

127 Public Square, 7th Floor

Cleveland, Ohio 44114

Regions Securities LLC

615 South College Street, Suite 600

Charlotte, North Carolina 28202

SMBC Nikko Securities America, Inc.

277 Park Avenue, 5th Floor

New York, New York 10172

Scotia Capital (USA) Inc.

250 Vesey Street, 24th Floor

New York, New York 10281

Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001 

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001