Annual report
Page 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-11527 SERVICE PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3262075 (State or Other Jurisdiction ofIncorporation or Organization) (I.R.S. Employer Identification No.) Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code 617-964-8389 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of each Exchange on which Registered Common Shares of Beneficial Interest SVC The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting common shares of beneficial interest, $.01 par value, or common shares, of the registrant held by non-affiliates was approximately $392.5 million based on the $2.39 closing price per common share on The Nasdaq Stock Market LLC on June 30, 2025. For purposes of this calculation, an aggregate of 2,624,362 common shares held directly by, or by affiliates of, the trustees and the executive officers of the registrant have been included in the number of common shares held by affiliates. Number of the registrant’s common shares outstanding as of February 23, 2026: 168,061,029. References in this Annual Report on Form 10-K to the Company, SVC, we, us or our include Service Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise. DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2025.
Page 2
Table of Contents Warning Concerning Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions. These forward- looking statements include, among others, statements about: economic and market conditions and their potential impacts on us, our tenants and our hotel managers; expectations regarding demand for corporate travel and lodging; the sufficiency of our liquidity; our liquidity needs, sources and expected uses; our capital expenditure plans and commitments; our expected use of proceeds; our ability to incur additional debt; our ability to rebalance our hotel portfolio towards full-service urban and leisure-oriented properties through asset sales and the future composition of our portfolio; our ability to reduce leverage initially and incur debt in the future for business purposes and capital expenditures through our planned sales of hotels; our pending or potential property dispositions; our ability to acquire single-tenant freestanding properties that are either service oriented, non-discretionary or e-commerce resistant; the anticipated closing of the net lease mortgage notes transaction; the expected use of proceeds from the net lease mortgage notes transaction; and the amount and timing of future distributions. Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following: • Our ability and the ability of our tenants and managers to operate under unfavorable market and commercial real estate industry conditions due to, among other things, uncertainties surrounding interest rates and inflation, supply chain disruptions, emerging technologies, volatility in the public equity and debt markets, changing tariffs and trade policies and related uncertainty, geopolitical instability and tensions, pandemics, any U.S. government shutdown, economic downturns or a possible recession, labor market conditions or changes in real estate utilization, • The ability of Sonesta International Hotels Corporation and its parent and subsidiaries, or Sonesta, to successfully operate the hotels it manages for us, • Our ability to repay or refinance our debts as they mature or otherwise become due, • Our ability to raise or appropriately balance the use of debt or equity capital, • Our ability to sell properties at prices we target, and the timing of such sales, • Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions, • Our ability to maintain sufficient liquidity, including the availability of borrowings under our revolving credit facility and our variable funding note, or the VFN, • Our ability to pay interest on and principal of our debt, • The impact of changes in U.S. and foreign government administrative policies, including the imposition of or increases in tariffs and changes to existing trade agreements, on macroeconomic conditions, supply chains and the cost of products our operators use, and on the results of operations of our operators and us, • Whether and the extent to which our tenants and managers will pay the contractual amounts of returns, rents or other obligations due to us, • Competition within the commercial real estate, hotel, transportation and travel center and other industries in which our tenants and managers operate, particularly in those markets in which our properties are located, • Our ability to make cost-effective improvements to our properties that enhance their appeal to hotel guests and net lease tenants, • Our ability to pay distributions to our shareholders and to increase or sustain the amount of such distributions, i
Page 3
Table of Contents • Our ability to acquire properties that realize our targeted returns, • Our ability to identify properties that we want to acquire or to negotiate acceptable purchase prices, acquisition financing terms, management agreements or lease terms for new properties, or ability to complete acquisitions, • Potential defaults under our leases and management agreements by our tenants and managers, • Our ability to increase hotel room rates and rents at our net leased properties as our leases expire in excess of our operating expenses and to grow our business, • Our ability to increase and maintain hotel room and net lease property occupancy at our properties, • Our ability to engage and retain qualified tenants and managers for our net lease properties and hotels on satisfactory terms, • Our ability to diversify our sources of rents and returns that improve the security of our cash flows, • Our credit ratings, • The ability of our manager, The RMR Group LLC, or RMR, to successfully manage us, • Actual and potential conflicts of interest with our related parties, including our Managing Trustees, Sonesta, RMR and others affiliated with them, • Our ability to realize benefits from the scale, geographic diversity, strategic locations and variety of service levels of our hotels, • Limitations imposed by and our ability to satisfy complex rules to maintain our qualification for taxation as a real estate investment trust, or REIT, for U.S. federal income tax purposes, • Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters, • Acts of terrorism, war or other hostilities, outbreaks of pandemics or other public health safety events or conditions, global climate change or other man-made or natural disasters beyond our control, • The anticipated net lease mortgage notes transaction and expected timing thereof are subject to various conditions and contingencies as are customary in financing agreements in the United States that if not satisfied may delay or prevent the completion of this transaction, and • Other matters. These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained elsewhere in this Annual Report on Form 10-K or in our other filings with the Securities and Exchange Commission, or SEC, including under the caption “Risk Factors”, or incorporated herein or therein, identifies other important factors that could cause differences from our forward-looking statements. Our filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue reliance upon our forward-looking statements. Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise. Statement Concerning Limited Liability The Amended and Restated Declaration of Trust establishing Service Properties Trust dated August 21, 1995, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Service Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Service Properties Trust. All persons dealing with Service Properties Trust in any way shall look only to the assets of Service Properties Trust for the payment of any sum or the performance of any obligation. ii
Page 4
Table of Contents SERVICE PROPERTIES TRUST 2025 FORM 10-K ANNUAL REPORT Table of Contents Page Part I Item 1. Business 1 Item 1A. Risk Factors 29 Item 1B. Unresolved Staff Comments 50 Item 1C. Cybersecurity 50 Item 2. Properties 51 Item 3. Legal Proceedings 52 Item 4. Mine Safety Disclosures 52 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities53 Item 6. [Reserved] 53 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 72 Item 8. Financial Statements and Supplementary Data 73 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 73 Item 9A. Controls and Procedures 73 Item 9B. Other Information 74 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 74 Part III Item 10. Directors, Executive Officers and Corporate Governance 74 Item 11. Executive Compensation 74 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters75 Item 13. Certain Relationships and Related Transactions, and Director Independence 75 Item 14. Principal Accountant Fees and Services 75 Part IV Item 15. Exhibits and Financial Statement Schedules 75 Item 16. Form 10-K Summary 81 Signatures iii
Page 5
Table of Contents PART I Item 1. Business Our Company We are a REIT formed in 1995 under the laws of the State of Maryland. As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13,601,902 square feet located in 42 states and 94 hotels with an aggregate of 21,243 rooms or suites located in 31 states, the District of Columbia, Ontario, Canada, and San Juan, Puerto Rico. Our principal place of business is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and our telephone number is (617) 964-8389. We seek to have a geographically diverse portfolio of real estate primarily in the United States. Our principal internal growth strategy is to actively manage our net lease portfolio by engaging in early lease renewal discussions to maintain occupancy and grow rental income while simultaneously monitoring the credit of our tenants and identifying asset recycling opportunities. We apply asset management strategies to aid our hotel operators in improving performance and operating income of our hotel properties. Our asset management teams also work closely with our tenants and managers to ensure our net lease properties and hotels are well maintained and that capital investments are well planned, prudent and executed efficiently in order to maximize the long term value of our properties. During 2025, we sold 112 hotels with a total of 14,631 keys and we acquired 29 net lease properties with a total of 283,759 square feet. We are currently marketing additional hotels for sale and may acquire additional net lease properties as part of our initiative to re-balance our portfolio. Our external growth strategy is defined by our acquisition, disposition and financing policies as described below. Our investment, financing and disposition policies and business strategies are established by our Board of Trustees and may be changed by our Board of Trustees at any time without shareholder approval. Net Lease Portfolio As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13,601,902 square feet. As of December 31, 2025, our net lease portfolio was occupied by 181 tenants with a weighted average (by annual minimum rent) lease term of 7.4 years, operating under 140 brands in 21 distinct industries. Our net lease portfolio is leased to tenants that include travel centers, quick service restaurants, health and fitness centers, casual dining restaurants, grocery stores, medical and dental offices, automotive parts and services, and other businesses in service-focused and necessity-based industries across 42 states. The following table summarizes the brand affiliation and industries under which our net lease properties operate as of December 31, 2025 (dollars in thousands): 1
Page 6
Table of Contents Brand Industry No. ofProperties Square Feet AnnualizedMinimum RentInvestment 1. TravelCenters of America Inc. Travel Centers 131 3,683,923 $ 180,329 $ 2,254,950 2. Petro Stopping Centers Travel Centers 44 1,367,802 83,933 1,015,156 3. The Great Escape Home Goods and Leisure 14 542,666 7,711 98,242 4. Life Time Fitness Health and Fitness 3 420,335 6,347 92,617 5. Buehler's Fresh Foods Grocery Stores 5 502,727 6,223 76,469 6. Heartland Dental Medical, Dental Office 59 234,274 5,159 61,120 7. Pizza Hut Restaurants - Quick Service 45 179,216 4,353 54,248 8. Express Oil Change Automotive Equipment and Services23 83,825 3,717 49,724 9. Norms Restaurants - Casual Dining 10 63,490 3,430 53,673 10. Flying J Travel Plaza Travel Centers 3 48,069 3,312 41,681 11. America's Auto Auction Automotive Dealers 6 72,338 3,216 38,314 12. Fleet Farm General Merchandise Stores 1 218,248 2,894 37,802 13. Big Al's Entertainment 2 111,912 2,569 35,214 14. AMC Theatres Movie Theaters 5 251,166 2,426 57,450 15. Mister Car Wash Car Washes 5 41,456 2,303 28,658 16. B&B Theatres Movie Theaters 4 261,300 2,260 37,619 17. Martin's Restaurants - Quick Service 16 81,909 2,252 32,017 18. Popeye's Restaurants - Quick Service 20 45,708 2,058 28,434 19. Courthouse Athletic Club Health and Fitness 4 193,659 1,954 39,688 20. Burger King Restaurants - Quick Service 17 55,127 1,941 29,204 21. Hardee's Restaurants - Quick Service 15 49,958 1,764 24,919 22. Church's Chicken Restaurants - Quick Service 32 43,399 1,763 26,326 23. KinderCare Educational Services 3 61,276 1,760 22,041 24. Regal Cinemas Movie Theaters 4 186,406 1,758 29,659 25. United Supermarkets Grocery Stores 6 236,178 1,757 26,121 26. Other Various 283 4,565,535 52,862 801,802 Total 760 13,601,902 $ 390,051 $ 5,093,148 (1) Represents cash amounts and excludes adjustments, if any, necessary to record scheduled rent changes on a straight line basis or any expense reimbursement. Annualized minimum rent for TravelCenters of America, Inc., or TA, excludes the impact of rents prepaid by TA. (2) Represents the historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any. (3) Consists of 115 distinct brands with an average investment of $2,833 per property and an average annual minimum rent of $187 per property. Hotel Portfolio As of December 31, 2025, we owned 94 hotels with 21,243 rooms or suites located in 31 states, the District of Columbia, Ontario, Canada and San Juan, Puerto Rico. Our hotel properties are typically located in urban or high density suburban locations in the vicinity of major demand generators such as urban centers, airports, medical or educational facilities, or major tourist attractions. The following table summarizes the brand affiliations, service level and chain scale of our hotels, as characterized by STR Inc., or STR, a data benchmark and analytics provider for the lodging industry, under which our hotels operate as of December 31, 2025 (dollars in thousands): (1) (2) (3) 2
Page 7
Table of Contents Brand Manager Service Level Chain Scale Number ofHotels Number ofRooms orSuites Investment Royal Sonesta Hotels® Sonesta Full Service Upper Upscale 17 5,663 $ 1,996,881 Sonesta Hotels & Resorts® Sonesta Full Service Upscale 22 7,208 1,534,639 Hyatt Place® Hyatt Select Service Upscale 17 2,107 328,520 Sonesta ES Suites® Sonesta Extended Stay Upper Midscale 13 1,726 310,396 Sonesta Simply Suites® Sonesta Extended Stay Midscale 10 1,521 180,896 Radisson® Hotels & Resorts Radisson Full Service Upscale 5 1,149 171,562 Crowne Plaza® IHG Full Service Upscale 1 495 127,128 Sonesta Select® Sonesta Select Service Upscale 7 1,028 117,676 Country Inn & Suites® by RadissonRadisson Full Service Upper Midscale 2 346 46,269 Total Hotels 94 21,243$ 4,813,967 (1) Chain scales are defined by STR. Chain scale segments are grouped primarily according to average room rates. (2) Represents the historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any, and excludes capital improvements made from reserves established for the regular refurbishment of our hotels, or FF&E reserves, funded from hotel operations that do not result in increases in our incentive threshold or owner’s priority returns. For further information about our net lease portfolio and hotel agreements, see Note 4 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. Lease Features and Principal Management Agreements Lease Features. In general, our 760 net lease properties are subject to “triple net” leases where the tenant is generally responsible for the payment of operating expenses and capital expenditures of the property during the lease term. Our tenants are responsible to pay us fixed annual rents on a monthly, quarterly or semi-annual basis. Our net lease tenants are responsible to maintain the properties including structural and non-structural components. Certain of our net lease properties also have future rent increases included in the leases either at a fixed amount or based on changes in the consumer price index, or CPI. Certain of our lease agreements also require payment of percentage rent to us based on increases in certain gross property revenues over threshold amounts. Certain of our net lease properties, including all our TA properties, include the right to repool properties, and include all or none renewal options. TA is our largest tenant. As of December 31, 2025, we leased 175 travel centers to a subsidiary of TA under five master leases that expire in 2033. BP Corporation North America Inc., a subsidiary of BP p.l.c., has provided a limited guaranty of payments under each of these leases. As of December 31, 2025, we have invested approximately $2.3 billion in 131 TravelCenters of America branded properties with an aggregate of 3,683,923 square feet and approximately $1.0 billion in 44 Petro Stopping Centers branded properties with an aggregate of 1,367,802 square feet. See Note 4 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for further information on these leases. Substantially all of our travel centers are full service sites located at or near an interstate highway exit and offer fuel and non-fuel products and services 24 hours per day, 365 days per year. Our typical travel center includes over 25 acres of land with parking for approximately 200 tractor trailers and approximately 100 cars. Our travel centers offer a broad range of products and services, including diesel fuel and gasoline, as well as nonfuel products and services such as truck repair and maintenance services, diesel exhaust fluid, one full service restaurant, one or more quick service restaurants, travel stores, EV charging stations and various customer amenities. Principal Management Agreements. As of December 31, 2025, our 94 hotels were managed by subsidiaries of Sonesta, Hyatt Hotels Corporation, or Hyatt, Radisson Hospitality, Inc., or Radisson, and InterContinental Hotels Group, plc, or IHG, pursuant to hotel operating agreements that have current terms expiring between 2026 and 2040. Each of our hotel operating agreements generally provides for base management fees ranging from 3% and 5% of gross revenues, as defined in each of our hotel operating agreements, and incentive management fees based on a percentage of hotel earnings before interest, taxes, depreciation and amortization in excess of specified performance thresholds, as defined in each of our hotel operating agreements. Our hotel operating agreements also require us to fund capital expenditures made at our hotels, with certain of these agreements requiring the deposit of 5% of annual gross hotel revenues into escrows to fund capital improvements. In addition to any right to terminate that may arise as a result of a default by the manager, most of our management agreements include rights for us to terminate on the basis of the manager’s failure to meet certain performance-based metrics. Typically, such performance-based termination rights arise in the event the operator fails to achieve these specified performance thresholds over a consecutive two or three-year period and are subject to the manager’s ability to “cure” and avoid termination (1) (2) 3
Page 8
Table of Contents by payment to us of specified deficiency amounts, or are subject to force majeure provisions. A termination fee may be payable to the hotel operator under certain circumstances if a management agreement with respect to a hotel is terminated. For further information regarding our lease and management agreements, see Note 4 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. Investment and Operating Policies Our investment objectives include increasing cash flows from operations from dependable and diverse sources in order to increase per- share distributions to our shareholders. To achieve these objectives, we seek to maintain a strong capital base of shareholders’ equity; invest in properties operated by qualified tenants and operating companies; use debt leverage to fund additional investments which increase cash flows from operations; structure investments which generate a return in excess of our capital costs and provide an opportunity to participate in operating growth at our properties; when market conditions permit, refinance maturing debt with additional equity or long term debt; and pursue diversification so that our cash flows from operations come from diverse properties. Generally, we provide capital to owners and operators who wish to expand their businesses or divest their properties while continuing to operate their business. Our first investment in travel centers was structured differently than all our other investments. We acquired an operating travel centers business, reorganized the business to retain substantially all of the real estate and then distributed a tenant operating company to our shareholders. We may in the future make investments in this fashion or in a manner different from our other investments to further diversify our sources of rents and returns with the intention of improving the security of our cash flows. Because we are a REIT, we generally may not operate our properties. We or our tenants have entered into arrangements for the operation of our properties. Under the United States Internal Revenue Code of 1986, as amended, or the IRC, we may lease our hotels to one of our “taxable REIT subsidiaries,” as defined in Section 856(l) of the IRC, or TRSs, if the hotel is managed by a third party. As of December 31, 2025, all of our hotels were leased to our TRSs and managed by third parties. Any income realized by a TRS in excess of the rent paid to us by the subsidiary is subject to income tax at customary corporate rates. As and if the financial performance of the hotels operated for the account of our TRSs improves, these taxes may become material. Acquisition Policies. We intend to pursue growth through the acquisition of additional properties. Generally, we aim to purchase multiple properties in one transaction or individual properties that can be added to a pre-existing portfolio agreement because we believe a single management or lease agreement, cross default covenants and all or none renewal rights for multiple properties in diverse locations enhance the credit characteristics and the security of our investments. In implementing our acquisition strategy, we consider a range of factors relating to proposed property purchases including some or all of the following: • Historical and projected cash flows; • The estimated replacement cost, capital improvement requirements and proposed acquisition price of the property; • The proposed lease term or management agreements; • The brand or industry under which the property operates or is expected to operate; • The availability of a qualified and reputable tenant or manager; • The financial strength of the proposed tenant or manager; • The property’s design, construction quality, physical condition and age and expected capital expenditures that may be needed to maintain the property or to enhance its operation; • The size of the property; • The location, type of property, market conditions and demographics of the area where it is located and surrounding demand generators; • Our weighted average long term cost of capital compared to projected returns we may realize by owning the property; • The tax and regulatory circumstances of the market area in which the property is located; • The credit quality, or reputation, of the tenant or manager; • The level of services and amenities offered at the property; 4
Page 9
Table of Contents • The strategic fit of the property or investment with the rest of our portfolio and our own plans; • The possibility that technological changes may affect the business operated at the property; • Other possible uses of the property if the current use is no longer viable; and • The existence of alternative sources, uses or needs for our capital and our debt leverage. In determining the competitive position of a property, we examine the proximity and convenience of the property to its expected customer base, the number and characteristics of competitive properties within the property’s market area and the existence of barriers to entry for competitive properties within that market, including site availability and zoning restrictions. While we have historically focused on the acquisition of full service travel centers, necessity based retail net lease properties and upscale limited service, extended stay and full service hotel properties, we consider acquisitions in all segments of the necessity based retail industries and other net leased and hospitality properties. We expect most of our acquisition efforts will focus on net lease based properties; however, we may also consider acquiring other types of properties. An important part of our acquisition strategy is to identify and select or create qualified, experienced and financially stable tenants or managers. We have no policies which specifically limit the percentage of our assets that may be invested in any individual property, in any one type of property, in properties managed by or leased to any one entity, in properties operated under any one brand, in properties managed by or leased to an affiliated group of entities or in securities of one or more persons. Other Investments. We prefer wholly owned investments in fee interests. However, we may invest in leaseholds, joint ventures, mortgages and other real estate interests. We may invest or enter into real estate joint ventures if we conclude that we may benefit from the participation of co-venturers or that the opportunity to participate in the investment is contingent on the use of a joint venture structure. We may invest in participating, convertible or other types of mortgages if we conclude that we may benefit from the cash flows or appreciation in the value of the mortgaged property. Convertible mortgages are similar to equity participation because they permit lenders to either participate in increasing revenues from the property or convert some or all of that mortgage into equity ownership interests. At December 31, 2025, we owned no convertible mortgages or joint venture interests. We have in the past considered, and may in the future consider, the possibility of entering into mergers or strategic combinations with other companies. Our principal goal of any such transactions will be to increase our cash flows from operations and to further diversify our revenue sources. We own 34% of the outstanding common stock of Sonesta. We may in the future acquire shares of common stock or securities of other entities, including entities engaged in real estate activities, or we may sell these shares of common stock. We may invest in the securities of other entities for the purpose of exercising control or otherwise, make loans to other persons or entities, engage in the sale of investments, offer securities in exchange for property or repurchase our securities. We may not achieve some or all of our investment objectives. Disposition Policies. We generally consider ourselves to be a long term owner of properties and are more interested in the long term earnings potential of our properties than selling properties for short term gains. However, we may seek to strategically sell properties or sell an interest in properties through joint venture arrangements as part of managing our leverage, repositioning of the portfolio, capital recycling, highest and best use analysis, or as part of long term financing of new acquisitions. We currently make decisions to dispose of properties based on factors including, but not limited to, the following: • The property’s current and expected future performance; • The proposed or expected sale price; • The age and capital required to maintain the property; • The competition and demand generators near the property; • Our intended use of the proceeds we may realize from the sale of a property; • The strategic fit of the property with the rest of our portfolio and with our plans; • The tenant’s or manager’s desire to operate or cease operation of the property; 5
Page 10
Table of Contents • The remaining agreement term of the property, including the likelihood of a tenant or manager exercising any renewal options; • The existence of alternative sources, uses or needs for our capital and our debt leverage; and • The tax implications to us and our shareholders. Our Board of Trustees may change our investment and operating policies at any time without a vote of, or notice to, our shareholders. Financing Policies To maintain our qualification for taxation as a REIT under the IRC, we must distribute at least 90% of our annual REIT taxable income (excluding net capital gains). Accordingly, we generally will not be able to retain sufficient cash to fund our operations, repay our debts, invest in our properties and fund acquisitions and development or redevelopment efforts. Instead, we expect to repay our debts, invest in our properties and fund acquisitions and development or redevelopment efforts with borrowings under our revolving credit facility, proceeds from equity or debt securities we may issue (domestically or in foreign markets), including in subsidiaries, proceeds from our asset sales, or retained cash from operations that may exceed distributions paid. We believe our capital structure provides us with financial flexibility and we have historically had access to capital markets. We may seek to obtain other lines of credit or to issue securities senior to our common shares, including preferred shares of beneficial interest and debt securities, either of which may be convertible into common shares or be accompanied by warrants to purchase common shares, or to engage in transactions which may involve a sale or other conveyance or contribution of hotel, net lease or other properties or assets to subsidiaries or to other affiliates or unaffiliated entities. We may finance acquisitions, in whole or in part, by among other possible means, exchanging properties, issuing additional common shares or other securities or assuming outstanding mortgage debt on the acquired properties. We may also place new mortgages on our existing properties as a means of financing. The proceeds from any of our financings may be used to pay distributions, to provide working capital, to refinance existing indebtedness or to finance acquisitions and expansions of existing or new properties. Although there are no limitations in our organizational documents on the amount of indebtedness we may incur, our debt agreements contain financial covenants which, among other things, restrict our ability to incur additional indebtedness and require us to maintain certain financial ratios. Our ability to incur additional debt is subject to meeting the required covenant levels and subject to the provisions of our debt agreements. For further information regarding our financing sources and activities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Our Investment and Financing Liquidity and Capital Resources” included in Part II, Item 7 of this Annual Report on Form 10-K and Note 6 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. Our Board of Trustees may change our financing policies at any time without a vote of, or notice to, our shareholders. Other Information Our Manager. The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, RMR. Adam D. Portnoy, the Chair of our Board of Trustees and one of our Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher J. Bilotto, our other Managing Trustee and our President and Chief Executive Officer, also serves as an executive vice president of RMR Inc. and an officer and employee of RMR. Our day to day operations are conducted by RMR. RMR originates and presents investment and divestment opportunities to our Board of Trustees and provides management and administrative services to us. RMR has a principal place of business at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and its telephone number is (617) 796-8390. 6
Page 11
Table of Contents RMR is an alternative asset management company that is focused on both residential and commercial real estate and related businesses. RMR or its subsidiaries also act as a manager to other publicly traded real estate companies, privately held real estate funds and real estate related operating businesses. As of February 23, 2026, the executive officers of RMR are: Adam D. Portnoy, president and chief executive officer; Christopher J. Bilotto, executive vice president; Matthew C. Brown, executive vice president, chief financial officer and treasurer; Yael Duffy, executive vice president; Lindsey A. Getz, executive vice president, general counsel and secretary; Matthew P. Jordan, executive vice president and chief operating officer; Jeffrey C. Leer, executive vice president; and John G. Murray, executive vice president. Our Chief Financial Officer and Treasurer, Brian E. Donley, and our Vice President, Jesse W. Abair, are also senior vice presidents of RMR. Mr. Bilotto, Mr. Donley, and other officers of RMR, also serve as officers of other companies to which RMR or its subsidiaries provide management services. Mr. Portnoy is a director and controlling shareholder of Sonesta and Mr. Murray also serves on the board of directors of Sonesta and is also president and chief executive officer of Sonesta. In connection with his retirement, Mr. Murray will resign from his positions with Sonesta and RMR, effective March 31, 2026. Mr. Leer has been appointed a co-chief executive officer of Sonesta, effective April 1, 2026. Employees. We have no employees. Services which would otherwise be provided to us by employees are provided by RMR and by our Managing Trustees and officers. As of December 31, 2025, RMR had nearly 900 full time employees in its headquarters and regional offices located throughout the United States. Competition. The market for net lease properties is highly competitive. As an owner and landlord of retail net lease properties, we compete in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours and are in the same markets in which our properties are located. In operating and managing our portfolio, we compete for tenants based on a number of factors, including location, rental rates and flexibility. Certain of our competitors have greater economies of scale, have lower cost of capital, have access to more capital and resources and have greater name recognition than we do. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, our tenants may not renew their leases, we might not enter into new leases with prospective tenants and we may be pressured to reduce our rental rates or to offer substantial rent abatements, tenant improvement allowances, early termination rights or below-market renewal options in order to retain tenants when their leases expire. Our tenants may also face competition from online retailers or service providers, which may in turn negatively impact their ability to pay rents due to us. We have a large concentration of net lease properties in the travel center industry which is highly competitive. We believe that large, long haul trucking fleets tend to purchase the large majority of their fuel at the travel centers and truck stops that are located at or near interstate highway exits. Long haul truck drivers can obtain fuel and non-fuel products and services from a variety of sources, including regional full service travel centers and fuel only truck stop chains, independently owned and operated truck stops, some large gas stations and trucking company terminals that provide fuel and services to their own trucking fleets. In addition, our travel centers compete with other truck repair and maintenance facilities, full and quick service restaurants and travel stores, and could face additional competition from state owned interstate highway rest areas, if they are commercialized. The largest competitors of TA’s travel centers are travel centers owned by Pilot Flying J Inc. and Love’s Travel Stops & Country Stores, which we believe, together with TA, represent a majority of the market for fuel sales to long haul trucking fleets. Competitive pressure from Pilot Flying J Inc. and Love’s Travel Stops & Country Stores, especially for large trucking fleets and long haul trucking fleets, could negatively impact TA’s ability to pay rents due to us. The hotel industry is also highly competitive. Generally, our hotels are located in areas that include other hotels. Our hotels compete for customers based on brand affiliation, reputation, location, pricing, amenities, loyalty programs and other competitive factors. Increases in the number of hotels in a particular area could have a material adverse effect on the occupancy and daily room rates at our hotels located in that area. Agreements with the operators of our hotels sometimes restrict the right of each operator and its affiliates for periods of time to own, build, operate, franchise or manage other hotels of the same brand within various specified areas around our hotels. Under these agreements, neither the operators nor their affiliates are usually restricted from operating other brands of hotels in the market areas of any of our hotels, and after such period of time, the operators and their affiliates may also compete with our hotels by opening, managing or franchising additional hotels under the same brand name in direct competition with our hotels. As of December 31, 2025, 69 of our hotels are operated by Sonesta. Sonesta faces competition from larger, well known hotel companies. Our hotels also face competition from alternative lodging options such as home sharing services, timeshares, vacation rentals or cruise ships in our markets. We expect to compete for property acquisition and financing opportunities with entities which may have substantially greater financial resources than us, including, without limitation, other REITs, operating companies in the hospitality industry, banks, insurance companies, pension plans and public and private partnerships. These entities may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of property operators and the extent of 7
Page 12
Table of Contents leverage used in their capital structure. Such competition may reduce the number of suitable property acquisition or financing opportunities available to us or increase the bargaining power of property owners seeking to sell or finance their properties. Corporate Sustainability. Our manager, RMR, periodically publishes its Sustainability Report, which summarizes the environmental, social and governance, or ESG, initiatives employed by RMR and its client companies, including us. Sonesta also publishes a Sustainability Report summarizing its ESG initiatives. RMR’s Sustainability Report may be accessed on the RMR Inc. website at www.rmrgroup.com/corporate-sustainability/default.aspx. Sonesta’s Sustainability Report may be accessed on the Sonesta website at www.sonesta.com/esg-sonesta. The information on or accessible through RMR Inc.’s or Sonesta’s website is not incorporated by reference into this Annual Report on Form 10-K. We believe corporate sustainability is a strategic part of our focus on operational practices, enhancing our competitive position, development and redevelopment efforts and economic performance. Our sustainability practices, which align with those of our manager, RMR — minimizing our impact on the environment, embracing the communities where we operate and attracting top professionals — are critical elements supporting our long-term success. Our business strategy incorporates a focus on sustainable approaches to operating our properties in a manner that benefits us, our shareholders, operators and the communities in which we are located. As a REIT, we are prohibited by tax law from operating our hotel properties and all of our other properties are leased to or managed by third parties. However, our asset managers encourage our managers and tenants to operate our properties in ways that improve the economic performance of their operations, while simultaneously managing energy and water consumption, as well as greenhouse gas emissions. We recognize our responsibility to minimize the impact of our business on the environment and seek to preserve natural resources and maximize efficiencies in order to reduce the impact our properties have on the planet. Our environmental sustainability strategies and best practices help to mitigate our properties’ environmental footprint, optimize operational efficiency and enhance our competitiveness in the marketplace. Our sustainability and community engagement strategies, including those implemented by our hotel managers, focus on a complementary set of objectives, including the following: • Responsible Investment: We seek to invest capital in our properties that both improves environmental performance and enhances asset value. As part of our property acquisition due diligence and annual budgeting processes, RMR assesses, among other things, environmental sustainability opportunities and physical and policy driven climate related risks. • Environmental Stewardship: We seek to improve the environmental footprint of our properties, including by reducing energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties’ competitive position. Although our properties are operated by third parties or are net leased and, therefore, the third-party managers and tenants oversee most of the property maintenance and improvements over the lease term, RMR’s asset management group proactively leverages opportunities to make our properties more environmentally friendly and efficient. Working with our operators, we have: • initiated programs to reduce energy and water use; • implemented various initiatives to encourage recycling of plastics, paper and metal or glass containers; • when renovating hotels, used energy efficient products, including lighting, windows, plumbing and heating, ventilation and air conditioning equipment, and many appliances in extended stay hotels are ENERGY STAR® rated; and • installed electric car charging stations at some of our hotels and travel centers. • Investments in Human Capital and Employee Engagement. We have no employees. We rely on our managers, including RMR and Sonesta, to hire, train, and develop a workforce that meets the needs of our business, contributes positively to our society and helps reduce our impact on the natural environment. RMR and Sonesta each strive to create a collaborative and engaging culture, and invest in their employees. • Corporate Citizenship. We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties. Our managers regularly encourage their employees to engage in a variety of charitable and community programs, including participation in company-wide service days and charitable gift giving matching programs. • Diversity and Inclusion. We value a diversity of backgrounds, experiences and perspectives. Our Board of Trustees is comprised of 29% women and 29% members of marginalized communities. RMR is an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, religion, sex, sexual 8
Page 13
Table of Contents orientation, gender identity, national origin, disability or protected veteran status. Our hotel managers are committed to racial equity and fostering a culture of diversity and inclusion. For further information regarding climate change and other environmental matters and their possible adverse impact on us, see “Risk Factors—Risks Related to Our Business—Ownership of real estate is subject to environmental risks and liabilities,” “Risk Factors—Risks Related to Our Business—We are subject to risks from adverse weather, natural disasters and adverse impacts from global climate change, and we incur significant costs and invest significant amounts with respect to these matters,” included in Part I, Item 1A of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of Climate Change” included in Part II, Item 7 of this Annual Report on Form 10-K. Insurance. We generally have insurance coverage for our properties and the operations conducted on them, including for casualty, liability, fire, flood, earthquake, extended coverage and rental or business interruption losses. Either we purchase the insurance ourselves and our managers or tenants are required to reimburse us, or our managers or tenants buy the insurance directly and are required to list us as an insured party. Internet Website. Our internet website address is www.svcreit.com. Copies of our governance guidelines, our code of business conduct and ethics, or our Code of Conduct, and the charters of our audit, compensation and nominating and governance committees are posted on our website and also may be obtained free of charge by writing to our Secretary, Service Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634. We also have a policy outlining procedures for handling concerns or complaints about accounting, internal accounting controls or auditing matters and a governance hotline accessible on our website that shareholders can use to report concerns or complaints about accounting, internal accounting controls or auditing matters or violations or possible violations of our Code of Conduct. We make available, free of charge, through the “Investors” section of our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after these forms are filed with, or furnished to, the SEC. Any material we file with or furnish to the SEC is also maintained on the SEC website, www.sec.gov. Security holders may send communications to our Board of Trustees or individual Trustees by writing to the party for whom the communication is intended at c/o Secretary, Service Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 or by email at secretary@svcreit.com. Our website address is included several times in this Annual Report on Form 10-K as a textual reference only. The information on or accessible through our website is not incorporated by reference into this Annual Report on Form 10-K or other documents we file with, or furnish to, the SEC. We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Those disclosures will be included on our website in the “Investors” section. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. Segment Information. As of December 31, 2025, we had two operating segments, net lease investments and hotel investments. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Annual Report on Form 10-K and Notes 2 and 12 in our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following summary of material United States federal income tax considerations is based on existing law and is limited to investors who own our shares as investment assets rather than as inventory or as property used in a trade or business. The summary does not discuss all of the particular tax considerations that might be relevant to you if you are subject to special rules under federal income tax law, for example if you are: • a bank, insurance company or other financial institution; • a regulated investment company or REIT; • a subchapter S corporation; • a broker, dealer or trader in securities or foreign currencies; • a person who marks-to-market our shares for U.S. federal income tax purposes; • a U.S. shareholder (as defined below) that has a functional currency other than the U.S. dollar; 9
Page 14
Table of Contents • a person who acquires or owns our shares in connection with employment or other performance of services; • a person subject to alternative minimum tax; • a person who acquires or owns our shares as part of a straddle, hedging transaction, constructive sale transaction, constructive ownership transaction or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction; • a person who owns 10% or more (by vote or value, directly or constructively under the IRC) of any class of our shares; • a U.S. expatriate; • a non-U.S. shareholder (as defined below) whose investment in our shares is effectively connected with the conduct of a trade or business in the United States; • a nonresident alien individual present in the United States for 183 days or more during an applicable taxable year; • a “qualified shareholder” (as defined in Section 897(k)(3)(A) of the IRC); • a “qualified foreign pension fund” (as defined in Section 897(l)(2) of the IRC) or any entity wholly owned by one or more qualified foreign pension funds; • a non-U.S. shareholder that is a passive foreign investment company or controlled foreign corporation; • a person subject to special tax accounting rules as a result of their use of applicable financial statements (within the meaning of Section 451(b)(3) of the IRC); or • except as specifically described in the following summary, a trust, estate, tax-exempt entity, governmental organization or foreign person. The sections of the IRC that govern the federal income tax qualification and treatment of a REIT and its shareholders are complex. This presentation is a summary of applicable IRC provisions, related rules and regulations, and administrative and judicial interpretations, all of which are subject to change, possibly with retroactive effect. Future legislative, judicial or administrative actions or decisions could also affect the accuracy of statements made in this summary. We have not received a ruling from the U.S. Internal Revenue Service, or the IRS, with respect to any matter described in this summary, and we cannot be sure that the IRS or a court will agree with all of the statements made in this summary. The IRS could, for example, take a different position from that described in this summary with respect to our acquisitions, operations, valuations, restructurings or other matters, which, if a court agreed, could result in significant tax liabilities for applicable parties. In addition, this summary is not exhaustive of all possible tax considerations and does not discuss any estate, gift, state, local or foreign tax considerations. For all these reasons, we urge you and any holder of or prospective acquiror of our shares to consult with a tax advisor about the federal income tax and other tax consequences of the acquisition, ownership and disposition of our shares. Our intentions and beliefs described in this summary are based upon our understanding of applicable laws and regulations that are in effect as of February 25, 2026. If new laws or regulations are enacted which impact us directly or indirectly, we may change our intentions or beliefs. Your federal income tax consequences generally will differ depending on whether or not you are a “U.S. shareholder.” For purposes of this summary, a “U.S. shareholder” is a beneficial owner of our shares that is: • an individual who is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under the federal income tax laws; • an entity treated as a corporation for federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia; • an estate the income of which is subject to federal income taxation regardless of its source; or • a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or, to the extent provided in Treasury regulations, a trust in existence on August 20, 1996 that has elected to be treated as a domestic trust; 10
Page 15
Table of Contents whose status as a U.S. shareholder is not overridden by an applicable tax treaty. Conversely, a “non-U.S. shareholder” is a beneficial owner of our shares that is not an entity (or other arrangement) treated as a partnership for federal income tax purposes and is not a U.S. shareholder. If any entity (or other arrangement) treated as a partnership for federal income tax purposes holds our shares, the tax treatment of a partner in the partnership generally will depend upon the tax status of the partner and the activities of the partnership. Any entity (or other arrangement) treated as a partnership for federal income tax purposes that is a holder of our shares and the partners in such a partnership (as determined for federal income tax purposes) are urged to consult their own tax advisors about the federal income tax consequences and other tax consequences of the acquisition, ownership and disposition of our shares. Taxation as a REIT We have elected to be taxed as a REIT under Sections 856 through 860 of the IRC, commencing with our 1995 taxable year. Our REIT election, assuming continuing compliance with the then applicable qualification tests, has continued and will continue in effect for subsequent taxable years. Although we cannot be sure, we believe that from and after our 1995 taxable year we have been organized and have operated, and will continue to be organized and to operate, in a manner that qualified us and will continue to qualify us to be taxed as a REIT under the IRC. As a REIT, we generally are not subject to federal income tax on our net income distributed as dividends to our shareholders. Distributions to our shareholders generally are included in our shareholders’ income as dividends to the extent of our available current or accumulated earnings and profits. Our dividends are not generally entitled to the preferential tax rates on qualified dividend income, but a portion of our dividends may be treated as capital gain dividends or as qualified dividend income, all as explained below. In addition, pursuant to the deduction-without-outlay mechanism of Section 199A of the IRC, our noncorporate U.S. shareholders that meet specified holding period requirements are generally eligible for lower effective tax rates on our dividends that are not treated as capital gain dividends or as qualified dividend income. No portion of any of our dividends is eligible for the dividends received deduction for corporate shareholders. Distributions in excess of our current or accumulated earnings and profits generally are treated for federal income tax purposes as returns of capital to the extent of a recipient shareholder’s basis in our shares, and will reduce this basis. Our current or accumulated earnings and profits are generally allocated first to distributions made on our preferred shares, of which there are none outstanding at this time, and thereafter to distributions made on our common shares. To the extent that such distributions exceed the basis of a U.S. shareholder’s shares, the U.S. shareholder generally must include such distributions in income as long-term capital gain, or short-term capital gain if the shares have been held for one year or less. For all these purposes, our distributions include cash distributions, any in kind distributions of property that we might make, and deemed or constructive distributions resulting from capital market activities (such as some redemptions), as described below. Our counsel, Sullivan & Worcester LLP, is of the opinion that we have been organized and have qualified for taxation as a REIT under the IRC for our 1995 through 2025 taxable years, and that our current and anticipated investments and plan of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT under the IRC. Our counsel’s opinions are conditioned upon the assumption that our leases, our declaration of trust, and all other legal documents to which we have been or are a party have been and will be complied with by all parties to those documents, upon the accuracy and completeness of the factual matters described in this Annual Report on Form 10-K and upon representations made by us to our counsel as to certain factual matters relating to our organization and operations and our expected manner of operation. If this assumption or a description or representation is inaccurate or incomplete, our counsel’s opinions may be adversely affected and may not be relied upon. The opinions of our counsel are based upon the law as it exists today, but the law may change in the future, possibly with retroactive effect. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances, neither Sullivan & Worcester LLP nor we can be sure that we will qualify as or be taxed as a REIT for any particular year. Any opinion of Sullivan & Worcester LLP as to our qualification or taxation as a REIT will be expressed as of the date issued. Our counsel will have no obligation to advise us or our shareholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. Also, the opinions of our counsel are not binding on either the IRS or a court, and either could take a position different from that expressed by our counsel. Our continued qualification and taxation as a REIT will depend upon our compliance with various qualification tests imposed under the IRC and summarized below. While we believe that we have satisfied and will satisfy these tests, our counsel does not review compliance with these tests on a continuing basis. If we fail to qualify for taxation as a REIT in any year, then we will be subject to federal income taxation as if we were a corporation taxed under subchapter C of the IRC, or a C corporation, and our shareholders will be taxed like shareholders of a regular C corporation, meaning that federal income tax generally will be applied at both the corporate and shareholder levels. In this event, we could be subject to significant tax liabilities, and the amount of cash available for distribution to our shareholders could be reduced or eliminated. 11
Page 16
Table of Contents If we continue to qualify for taxation as a REIT and meet the tests described below, then we generally will not pay federal income tax on amounts that we distribute to our shareholders. However, even if we continue to qualify for taxation as a REIT, we may still be subject to federal tax in the following circumstances, as described below: • We will be taxed at regular corporate income tax rates on any undistributed “real estate investment trust taxable income,” including our undistributed ordinary income and net capital gains, if any. We may elect to retain and pay income tax on our net capital gain, as well as on certain amounts attributable to cancellation of indebtedness income, if any. In addition, if we so elect by making a timely designation to our shareholders, a shareholder would be taxed on its proportionate share of our undistributed capital gain and would generally be expected to receive a credit or refund for its proportionate share of the federal corporate income tax we paid on our retained net capital gain. • If we have net income from the disposition of “foreclosure property,” as described in Section 856(e) of the IRC, that is held primarily for sale to customers in the ordinary course of a trade or business or other nonqualifying income from foreclosure property, we will be subject to tax on this income at the highest regular corporate income tax rate. • If we have net income from “prohibited transactions,” that is, dispositions at a gain of inventory or property held primarily for sale to customers in the ordinary course of a trade or business other than dispositions of foreclosure property and other than dispositions excepted by statutory safe harbors, we will be subject to tax on this income at a 100% rate. • If we fail to satisfy the 75% gross income test or the 95% gross income test discussed below, due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as a REIT because of specified cure provisions, we will be subject to tax at a 100% rate on the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, with adjustments, multiplied by a fraction intended to reflect our profitability for the taxable year. • If we fail to satisfy any of the REIT asset tests described below (other than a de minimis failure of the 5% or 10% asset tests) due to reasonable cause and not due to willful neglect, but nonetheless maintain our qualification for taxation as a REIT because of specified cure provisions, we will be subject to a tax equal to the greater of $50,000 or the highest regular corporate income tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail the test. • If we fail to satisfy any provision of the IRC that would result in our failure to qualify for taxation as a REIT (other than violations of the REIT gross income tests or violations of the REIT asset tests described below) due to reasonable cause and not due to willful neglect, we may retain our qualification for taxation as a REIT but will be subject to a penalty of $50,000 for each failure. • If we fail to distribute for any calendar year at least the sum of 85% of our REIT ordinary income for that year, 95% of our REIT capital gain net income for that year and any undistributed taxable income from prior periods, we will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amounts actually distributed. • If we acquire a REIT asset where our adjusted tax basis in the asset is determined by reference to the adjusted tax basis of the asset in the hands of a C corporation, under specified circumstances we may be subject to federal income taxation on all or part of the built-in gain (calculated as of the date the property ceased being owned by the C corporation) on such asset. We generally do not expect to sell assets if doing so would result in the imposition of a material built-in gains tax liability; but if and when we do sell assets that may have associated built-in gains tax exposure, then we expect to make appropriate provision for the associated tax liabilities on our financial statements. • If we acquire a corporation in a transaction where we succeed to its tax attributes, to preserve our qualification for taxation as a REIT we must generally distribute all of the C corporation earnings and profits inherited in that acquisition, if any, no later than the end of our taxable year in which the acquisition occurs. However, if we fail to do so, relief provisions would allow us to maintain our qualification for taxation as a REIT provided we distribute any subsequently discovered C corporation earnings and profits and pay an interest charge in respect of the period of delayed distribution. • Our subsidiaries that are C corporations, including our TRSs, generally will be required to pay federal corporate income tax on their earnings, and a 100% tax may be imposed on any transaction between us and one of our TRSs that does not reflect arm’s length terms. 12
Page 17
Table of Contents Other countries (and, for this purpose, Puerto Rico is best thought of as a separate country) may impose taxes on our and our subsidiaries’ assets and operations within their jurisdictions. As a REIT, neither we nor our shareholders are expected to benefit from foreign tax credits arising from those taxes. If we fail to qualify for taxation as a REIT in any year, then we will be subject to federal income tax in the same manner as a regular C corporation. Further, as a regular C corporation, distributions to our shareholders will not be deductible by us, nor will distributions be required under the IRC. Also, to the extent of our current and accumulated earnings and profits, all distributions to our shareholders will generally be taxable as ordinary dividends potentially eligible for the preferential tax rates discussed below under the heading “—Taxation of Taxable U.S. Shareholders” and, subject to limitations in the IRC, will be potentially eligible for the dividends received deduction for corporate shareholders. Finally, we will generally be disqualified from taxation as a REIT for the four taxable years following the taxable year in which the termination of our REIT status is effective. Our failure to qualify for taxation as a REIT for even one year could result in us reducing or eliminating distributions to our shareholders, or in us incurring substantial indebtedness or liquidating substantial investments in order to pay the resulting corporate-level income taxes. Relief provisions under the IRC may allow us to continue to qualify for taxation as a REIT even if we fail to comply with various REIT requirements, all as discussed in more detail below. However, it is impossible to state whether in any particular circumstance we would be entitled to the benefit of these relief provisions. REIT Qualification Requirements General Requirements. Section 856(a) of the IRC defines a REIT as a corporation, trust or association: (1) that is managed by one or more trustees or directors; (2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest; (3) that would be taxable, but for Sections 856 through 859 of the IRC, as a domestic C corporation; (4) that is not a financial institution or an insurance company subject to special provisions of the IRC; (5) the beneficial ownership of which is held by 100 or more persons; (6) that is not “closely held,” meaning that during the last half of each taxable year, not more than 50% in value of the outstanding shares are owned, directly or indirectly, by five or fewer “individuals” (as defined in the IRC to include specified tax-exempt entities); and (7) that meets other tests regarding the nature of its income and assets and the amount of its distributions, all as described below. Section 856(b) of the IRC provides that conditions (1) through (4) must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Although we cannot be sure, we believe that we have met conditions (1) through (7) during each of the requisite periods ending on or before the close of our most recently completed taxable year, and that we will continue to meet these conditions in our current and future taxable years. To help comply with condition (6), our declaration of trust and bylaws restrict transfers of our shares that would otherwise result in concentrated ownership positions. These restrictions, however, do not ensure that we have previously satisfied, and may not ensure that we will in all cases be able to continue to satisfy, the share ownership requirements described in condition (6). If we comply with applicable Treasury regulations to ascertain the ownership of our outstanding shares and do not know, or by exercising reasonable diligence would not have known, that we failed condition (6), then we will be treated as having met condition (6). Accordingly, we have complied and will continue to comply with these regulations, including by requesting annually from holders of significant percentages of our shares information regarding the ownership of our shares. Under our declaration of trust and bylaws, our shareholders are required to respond to these requests for information. A shareholder that fails or refuses to comply with the request is required by Treasury regulations to submit a statement with its federal income tax return disclosing its actual ownership of our shares and other information. For purposes of condition (6), an “individual” generally includes a natural person, a supplemental unemployment compensation benefit plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes, but does not include a qualified pension plan or profit-sharing trust. As a result, REIT shares owned by an entity that is not an “individual” are considered to be owned by the direct and indirect owners of the entity that are individuals (as so defined), rather than to be owned by the entity itself. Similarly, REIT shares held by a qualified pension plan or profit-sharing trust are treated as held directly by the individual beneficiaries in proportion to their actuarial interests in such plan or trust. 13
Page 18
Table of Contents Consequently, five or fewer such trusts could own more than 50% of the interests in an entity without jeopardizing that entity’s qualification for taxation as a REIT. The IRC provides that we will not automatically fail to qualify for taxation as a REIT if we do not meet conditions (1) through (6), provided we can establish that such failure was due to reasonable cause and not due to willful neglect. Each such excused failure will result in the imposition of a $50,000 penalty instead of REIT disqualification. This relief provision may apply to a failure of the applicable conditions even if the failure first occurred in a year prior to the taxable year in which the failure was discovered. Our Wholly Owned Subsidiaries and Our Investments Through Partnerships. Except in respect of a TRS as discussed below, Section 856(i) of the IRC provides that any corporation, 100% of whose stock is held by a REIT and its disregarded subsidiaries, is a qualified REIT subsidiary and shall not be treated as a separate corporation for U.S. federal income tax purposes. The assets, liabilities and items of income, deduction and credit of a qualified REIT subsidiary are treated as the REIT’s. We believe that each of our direct and indirect wholly owned subsidiaries, other than the TRSs discussed below (and entities whose equity is owned in whole or in part by such TRSs), will be either a qualified REIT subsidiary within the meaning of Section 856(i)(2) of the IRC or a noncorporate entity that for federal income tax purposes is not treated as separate from its owner under Treasury regulations issued under Section 7701 of the IRC, each such entity referred to as a QRS. Thus, in applying all of the REIT qualification requirements described in this summary, all assets, liabilities and items of income, deduction and credit of our QRSs are treated as ours, and our investment in the stock and other securities of such QRSs will be disregarded. We have invested and may in the future invest in real estate through one or more entities that are treated as partnerships for federal income tax purposes. In the case of a REIT that is a partner in a partnership, Treasury regulations under the IRC provide that, for purposes of the REIT qualification requirements regarding income and assets described below, the REIT is generally deemed to own its proportionate share, based on respective capital interests (including any preferred equity interests in the partnership), of the income and assets of the partnership (except that for purposes of the 10% value test, described below, the REIT’s proportionate share of the partnership’s assets is based on its proportionate interest in the equity and specified debt securities issued by the partnership). In addition, for these purposes, the character of the assets and items of gross income of the partnership generally remains the same in the hands of the REIT. In contrast, for purposes of the distribution requirements discussed below, we must take into account as a partner our share of the partnership’s income as determined under the general federal income tax rules governing partners and partnerships under Subchapter K of the IRC. Subsidiary REITs. We may in the future form or acquire an entity that is intended to qualify for taxation as a REIT. When a subsidiary qualifies for taxation as a REIT separate and apart from its REIT parent, the subsidiary’s shares are qualifying real estate assets for purposes of the REIT parent’s 75% asset test described below. However, failure of the subsidiary to separately satisfy the various REIT qualification requirements described in this summary or that are otherwise applicable (and failure to qualify for the applicable relief provisions) would generally result in (a) the subsidiary being subject to regular U.S. corporate income tax, as described above, and (b) the REIT parent’s ownership in the subsidiary (i) ceasing to be qualifying real estate assets for purposes of the 75% asset test and (ii) becoming subject to the 5% asset test, the 10% vote test and the 10% value test, each as described below, generally applicable to a REIT’s ownership in corporations other than REITs and TRSs. In such a situation, the REIT parent’s own qualification and taxation as a REIT could be jeopardized on account of the subsidiary’s failure cascading up to the REIT parent, all as described below under the heading “—Asset Tests”. We expect to make protective TRS elections with respect to any subsidiary REIT that we form or acquire and may implement other protective arrangements intended to avoid a cascading REIT failure if any of our intended subsidiary REITs were not to qualify for taxation as a REIT, but we cannot be sure that such protective elections or other arrangements will be effective to avoid or mitigate the resulting adverse consequences to us. Taxable REIT Subsidiaries. As a REIT, we are permitted to own any or all of the securities of a TRS, provided that no more than 20% (25% with respect to taxable years beginning after December 31, 2025) of the total value of our assets, at the close of each quarter, is comprised of our investments in the stock or other securities of our TRSs. Very generally, a TRS is a subsidiary corporation other than a REIT in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a TRS. A TRS is taxed as a regular C corporation, separate and apart from any affiliated REIT. Our ownership of stock and other securities in our TRSs is exempt from the 5% asset test, the 10% vote test and the 10% value test discussed below. Among other requirements, a TRS of ours must: (1) not directly or indirectly operate or manage a health care facility or lodging facility; and (2) not directly or indirectly provide to any person, under a franchise, license or otherwise, rights to any brand name under which any health care facility or lodging facility is operated, except that in limited circumstances a subfranchise, 14
Page 19
Table of Contents sublicense or similar right can be granted to an independent contractor to operate or manage a health care facility or lodging facility. In addition, any corporation (other than a REIT and other than a QRS) in which a TRS directly or indirectly owns more than 35% of the voting power or value of the outstanding securities is automatically a TRS (excluding, for this purpose, certain “straight debt” securities). Subject to the discussion below, we believe that we and each of our TRSs have complied with, and will continue to comply with, the requirements for TRS status at all times during which the subsidiary’s TRS election is intended to be in effect, and we believe that the same will be true for any TRS that we later form or acquire. As discussed below, TRSs can perform services for our tenants without disqualifying the rents we receive from those tenants under the 75% gross income test or the 95% gross income test discussed below. Moreover, because our TRSs are taxed as C corporations that are separate from us, their assets, liabilities and items of income, deduction and credit generally are not imputed to us for purposes of the REIT qualification requirements described in this summary. Therefore, our TRSs may generally conduct activities that would be treated as prohibited transactions or would give rise to nonqualified income if conducted by us directly. Additionally, while a REIT is generally limited in its ability to earn qualifying rental income from a TRS, a REIT can earn qualifying rental income from the lease of a qualified lodging facility to a TRS if an eligible independent contractor operates the property, as discussed more fully below. Restrictions and sanctions are imposed on TRSs and their affiliated REITs to ensure that the TRSs will be subject to an appropriate level of federal income taxation. For example, if a TRS pays interest, rent or other amounts to its affiliated REIT in an amount that exceeds what an unrelated third party would have paid in an arm’s length transaction, then the REIT generally will be subject to an excise tax equal to 100% of the excessive portion of the payment. Further, if in comparison to an arm’s length transaction, a third-party tenant has overpaid rent to the REIT in exchange for underpaying the TRS for services rendered, and if the REIT has not adequately compensated the TRS for services provided to or on behalf of the third-party tenant, then the REIT may be subject to an excise tax equal to 100% of the undercompensation to the TRS. A safe harbor exception to this excise tax applies if the TRS has been compensated at a rate at least equal to 150% of its direct cost in furnishing or rendering the service. Finally, the 100% excise tax also applies to the underpricing of services provided by a TRS to its affiliated REIT in contexts where the services are unrelated to services for REIT tenants. We cannot be sure that arrangements involving our TRSs will not result in the imposition of one or more of these restrictions or sanctions, but we do not believe that we or our TRSs are or will be subject to these impositions. Income Tests. We must satisfy two gross income tests annually to maintain our qualification for taxation as a REIT. First, at least 75% of our gross income for each taxable year must be derived from investments relating to real property, including “rents from real property” within the meaning of Section 856(d) of the IRC, interest and gain from mortgages on real property or on interests in real property, income and gain from foreclosure property, gain from the sale or other disposition of real property (including specified ancillary personal property treated as real property under the IRC), or dividends on and gain from the sale or disposition of shares in other REITs (but excluding in all cases any gains subject to the 100% tax on prohibited transactions). When we receive new capital in exchange for our shares or in a public offering of our five-year or longer debt instruments, income attributable to the temporary investment of this new capital in stock or a debt instrument, if received or accrued within one year of our receipt of the new capital, is generally also qualifying income under the 75% gross income test. Second, at least 95% of our gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends, gain from the sale or disposition of stock or securities, or any combination of these. Gross income from our sale of property that we hold primarily for sale to customers in the ordinary course of business, income and gain from specified “hedging transactions” that are clearly and timely identified as such, and income from the repurchase or discharge of indebtedness is excluded from both the numerator and the denominator in both gross income tests. In addition, specified foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests. In order to qualify as “rents from real property” within the meaning of Section 856(d) of the IRC, several requirements must be met: • The amount of rent received generally must not be based on the income or profits of any person, but may be based on a fixed percentage or percentages of receipts or sales. • Rents generally do not qualify if the REIT owns 10% or more by vote or value of stock of the tenant (or 10% or more of the interests in the assets or net profits of the tenant, if the tenant is not a corporation), whether directly or after application of attribution rules. We generally do not intend to lease property to any party if rents from that property would not qualify as “rents from real property,” but application of the 10% ownership rule is dependent upon complex attribution rules and circumstances that may be beyond our control. Prior to BP Products North America Inc.’s acquisition of TA pursuant to a merger, or the TA Merger, we owned close to, but less than, 10% of the outstanding 15
Page 20
Table of Contents common shares of TA. Our declaration of trust and bylaws generally disallow transfers or purported acquisitions, directly or by attribution, of our shares to the extent necessary to maintain our qualification for taxation as a REIT under the IRC. Nevertheless, we cannot be sure that these restrictions will be effective to prevent our qualification for taxation as a REIT from being jeopardized under the 10% affiliated tenant rule. Furthermore, we cannot be sure that we will be able to monitor and enforce these restrictions, nor will our shareholders necessarily be aware of ownership of our shares attributed to them under the IRC’s attribution rules. • There is a limited exception to the above prohibition on earning “rents from real property” from a 10% affiliated tenant where the tenant is a TRS. If at least 90% of the leased space of a property is leased to tenants other than TRSs and 10% affiliated tenants, and if the TRS’s rent to the REIT for space at that property is substantially comparable to the rents paid by nonaffiliated tenants for comparable space at the property, then otherwise qualifying rents paid by the TRS to the REIT will not be disqualified on account of the rule prohibiting 10% affiliated tenants. • There is an additional exception to the above prohibition on earning “rents from real property” from a 10% affiliated tenant. For this additional exception to apply, a real property interest in a “qualified lodging facility” must be leased by the REIT to its TRS, and the property must be operated on behalf of the TRS by a person who is an “eligible independent contractor,” all as described in Sections 856(d)(8)-(9) of the IRC. As described below, we believe our leases with our TRSs have satisfied and will continue to satisfy these requirements. • In order for rents to qualify, a REIT generally must not manage the property or furnish or render services to the tenants of the property, except through an independent contractor from whom it derives no income or through one of its TRSs. There is an exception to this rule permitting a REIT to perform customary management and tenant services of the sort that a tax-exempt organization could perform without being considered in receipt of “unrelated business taxable income” as defined in Section 512(b) (3) of the IRC, or UBTI. In addition, a de minimis amount of noncustomary services provided to tenants will not disqualify income as “rents from real property” as long as the value of the impermissible tenant services does not exceed 1% of the gross income from the property. • If rent attributable to personal property leased in connection with a lease of real property is 15% or less of the total rent received under the lease, then the rent attributable to personal property will qualify as “rents from real property;” if this 15% threshold is exceeded, then the rent attributable to personal property will not so qualify. The portion of rental income treated as attributable to personal property is determined according to the ratio of the fair market value of the personal property to the total fair market value of the real and personal property that is rented. • In addition, “rents from real property” includes both charges we receive for services customarily rendered in connection with the rental of comparable real property in the same geographic area, even if the charges are separately stated, as well as charges we receive for services provided by our TRSs when the charges are not separately stated. Whether separately stated charges received by a REIT for services that are not geographically customary and provided by a TRS are included in “rents from real property” has not been addressed clearly by the IRS in published authorities; however, our counsel, Sullivan & Worcester LLP, is of the opinion that, although the matter is not free from doubt, “rents from real property” also includes charges we receive for services provided by our TRSs when the charges are separately stated, even if the services are not geographically customary. Accordingly, we believe that our revenues from TRS-provided services, whether the charges are separately stated or not, qualify as “rents from real property” because the services satisfy the geographically customary standard, because the services have been provided by a TRS, or for both reasons. We believe that all or substantially all of our rents and related service charges have qualified and will continue to qualify as “rents from real property” for purposes of Section 856 of the IRC. Absent the “foreclosure property” rules of Section 856(e) of the IRC, a REIT’s receipt of active, nonrental gross income from a property would not qualify under the 75% and 95% gross income tests. But as foreclosure property, the active, nonrental gross income from the property would so qualify. Foreclosure property is generally any real property, including interests in real property, and any personal property incident to such real property: • that is acquired by a REIT as a result of the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default or when default was imminent on a lease of such property or on indebtedness that such property secured; • for which any related loan acquired by the REIT was acquired at a time when the default was not imminent or anticipated; and 16
Page 21
Table of Contents • for which the REIT makes a proper election to treat the property as foreclosure property. Any gain that a REIT recognizes on the sale of foreclosure property held as inventory or primarily for sale to customers, plus any income it receives from foreclosure property that would not otherwise qualify under the 75% gross income test in the absence of foreclosure property treatment, reduced by expenses directly connected with the production of those items of income, would be subject to federal income tax at the highest regular corporate income tax rate under the foreclosure property income tax rules of Section 857(b)(4) of the IRC. Thus, if a REIT should lease foreclosure property in exchange for rent that qualifies as “rents from real property” as described above, then that rental income is not subject to the foreclosure property income tax. Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property, or longer if an extension is obtained from the IRS. However, this grace period terminates and foreclosure property ceases to be foreclosure property on the first day: • on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test (disregarding income from foreclosure property), or any nonqualified income under the 75% gross income test is received or accrued by the REIT, directly or indirectly, pursuant to a lease entered into on or after such day; • on which any construction takes place on the property, other than completion of a building or any other improvement where more than 10% of the construction was completed before default became imminent and other than specifically exempted forms of maintenance or deferred maintenance; or • which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business which is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income or a TRS. Other than sales of foreclosure property, any gain that we realize on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of a trade or business, together known as dealer gains, may be treated as income from a prohibited transaction that is subject to a penalty tax at a 100% rate. The 100% tax does not apply to gains from the sale of property that is held through a TRS, although such income will be subject to tax in the hands of the TRS at regular corporate income tax rates; we may therefore utilize our TRSs in transactions in which we might otherwise recognize dealer gains. Whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding each particular transaction. Sections 857(b)(6)(C) and (E) of the IRC provide safe harbors pursuant to which limited sales of real property held for at least two years and meeting specified additional requirements will not be treated as prohibited transactions. However, compliance with the safe harbors is not always achievable in practice. We attempt to structure our activities to avoid transactions that are prohibited transactions, or otherwise conduct such activities through TRSs; but, we cannot be sure whether or not the IRS might successfully assert that we are subject to the 100% penalty tax with respect to any particular transaction. Gains subject to the 100% penalty tax are excluded from the 75% and 95% gross income tests, whereas real property gains that are not dealer gains or that are exempted from the 100% penalty tax on account of the safe harbors are considered qualifying gross income for purposes of the 75% and 95% gross income tests. We believe that any gain that we have recognized, or will recognize, in connection with our disposition of assets and other transactions, including through any partnerships, will generally qualify as income that satisfies the 75% and 95% gross income tests, and will not be dealer gains or subject to the 100% penalty tax. This is because our general intent has been and is to: (a) own our assets for investment (including through joint ventures) with a view to long-term income production and capital appreciation; (b) engage in the business of developing, owning, leasing and managing our existing properties and acquiring, developing, owning, leasing and managing new properties; and (c) make occasional dispositions of our assets consistent with our long-term investment objectives. If we fail to satisfy one or both of the 75% gross income test or the 95% gross income test in any taxable year, we may nevertheless qualify for taxation as a REIT for that year if we satisfy the following requirements: (a) our failure to meet the test is due to reasonable cause and not due to willful neglect; and (b) after we identify the failure, we file a schedule describing each item of our gross income included in the 75% gross income test or the 95% gross income test for that taxable year. Even if this relief provision does apply, a 100% tax is imposed upon the greater of the amount by which we failed the 75% gross income test or the amount by which we failed the 95% gross income test, with adjustments, multiplied by a fraction intended to reflect our profitability for the taxable year. This relief provision may apply to a failure of the applicable income tests even if the failure first occurred in a year prior to the taxable year in which the failure was discovered. 17
Page 22
Table of Contents Based on the discussion above, we believe that we have satisfied, and will continue to satisfy, the 75% and 95% gross income tests outlined above on a continuing basis beginning with our first taxable year as a REIT. Asset Tests. At the close of each calendar quarter of each taxable year, we must also satisfy the following asset percentage tests in order to qualify for taxation as a REIT for federal income tax purposes: • At least 75% of the value of our total assets must consist of “real estate assets,” defined as real property (including interests in real property and interests in mortgages on real property or on interests in real property), ancillary personal property to the extent that rents attributable to such personal property are treated as rents from real property in accordance with the rules described above, cash and cash items, shares in other REITs, debt instruments issued by “publicly offered REITs” as defined in Section 562(c)(2) of the IRC, government securities and temporary investments of new capital (that is, any stock or debt instrument that we hold that is attributable to any amount received by us (a) in exchange for our shares or (b) in a public offering of our five-year or longer debt instruments, but in each case only for the one-year period commencing with our receipt of the new capital). • Not more than 25% of the value of our total assets may be represented by securities other than those securities that count favorably toward the preceding 75% asset test. • Of the investments included in the preceding 25% asset class, the value of any one non-REIT issuer’s securities that we own may not exceed 5% of the value of our total assets. In addition, we may not own more than 10% of the vote or value of any one non-REIT issuer’s outstanding securities, unless the securities are “straight debt” securities or otherwise excepted as discussed below. Our stock and other securities in a TRS are exempted from these 5% and 10% asset tests. • Not more than 20% (25% with respect to taxable years beginning after December 31, 2025) of the value of our total assets may be represented by stock or other securities of our TRSs. • Not more than 25% of the value of our total assets may be represented by “nonqualified publicly offered REIT debt instruments” as defined in Section 856(c)(5)(L)(ii) of the IRC. Our counsel, Sullivan & Worcester LLP, is of the opinion that, although the matter is not free from doubt, our investments in the equity or debt of a TRS of ours, to the extent that and during the period in which they qualify as temporary investments of new capital, will be treated as real estate assets, and not as securities, for purposes of the above REIT asset tests. The above REIT asset tests must be satisfied at the close of each calendar quarter of each taxable year as a REIT. After a REIT meets the asset tests at the close of any quarter, it will not lose its qualification for taxation as a REIT in any subsequent quarter solely because of fluctuations in the values of its assets, including if the fluctuations are caused by changes in the foreign currency exchange rate used to value any foreign assets. This grandfathering rule may be of limited benefit to a REIT such as us that makes periodic acquisitions of both qualifying and nonqualifying REIT assets. When a failure to satisfy the above asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by disposition of sufficient nonqualifying assets within thirty days after the close of that quarter. In addition, if we fail the 5% asset test, the 10% vote test or the 10% value test at the close of any quarter and we do not cure such failure within thirty days after the close of that quarter, that failure will nevertheless be excused if (a) the failure is de minimis and (b) within six months after the last day of the quarter in which we identify the failure, we either dispose of the assets causing the failure or otherwise satisfy the 5% asset test, the 10% vote test and the 10% value test. For purposes of this relief provision, the failure will be de minimis if the value of the assets causing the failure does not exceed the lesser of (a) 1% of the total value of our assets at the end of the relevant quarter or (b) $10,000,000. If our failure is not de minimis, or if any of the other REIT asset tests have been violated, we may nevertheless qualify for taxation as a REIT if (a) we provide the IRS with a description of each asset causing the failure, (b) the failure was due to reasonable cause and not willful neglect, (c) we pay a tax equal to the greater of (1) $50,000 or (2) the highest regular corporate income tax rate imposed on the net income generated by the assets causing the failure during the period of the failure, and (d) within six months after the last day of the quarter in which we identify the failure, we either dispose of the assets causing the failure or otherwise satisfy all of the REIT asset tests. These relief provisions may apply to a failure of the applicable asset tests even if the failure first occurred in a year prior to the taxable year in which the failure was discovered. The IRC also provides an excepted securities safe harbor to the 10% value test that includes among other items (a) “straight debt” securities, (b) specified rental agreements in which payment is to be made in subsequent years, (c) any obligation to pay “rents from real property,” (d) securities issued by governmental entities that are not dependent in whole or in part on the profits of or payments from a nongovernmental entity, and (e) any security issued by another REIT. In addition, any debt instrument 18
Page 23
Table of Contents issued by an entity classified as a partnership for federal income tax purposes, and not otherwise excepted from the definition of a security for purposes of the above safe harbor, will not be treated as a security for purposes of the 10% value test if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test. We have maintained and will continue to maintain records of the value of our assets to document our compliance with the above asset tests and intend to take actions as may be required to cure any failure to satisfy the tests within thirty days after the close of any quarter or within the six month periods described above. Based on the discussion above, we believe that we have satisfied, and will continue to satisfy, the REIT asset tests outlined above on a continuing basis beginning with our first taxable year as a REIT. Our Relationship with TA. Prior to the TA Merger, we owned a significant percentage (but less than 10%) of the outstanding common shares of TA. Commencing with our 2007 taxable year and continuing through to the present, we expect that the rental income we have received and will receive from TA and its subsidiaries has constituted and will continue to constitute “rents from real property” under Section 856(d) of the IRC, and therefore qualifying income under the 75% and 95% gross income tests described above. Our Relationship with Sonesta. We currently own (directly and indirectly through one of our TRSs) less than 35% of the outstanding common shares of Sonesta. We have not elected to treat Sonesta as a TRS, and it is not otherwise an automatic TRS because no TRS of ours owns more than 35% of Sonesta. This structure for our Sonesta ownership permits our continued engagement of a corporate subsidiary of Sonesta to manage qualified lodging facilities leased to our TRSs, as described below in greater detail. Our Relationship with Our Taxable REIT Subsidiaries. We currently own hotels that we purchased to be leased to our TRSs or which are being leased to our TRSs as a result of modifications to, or expirations of, a prior lease, all as agreed to by applicable parties. For example, in connection with past lease defaults and expirations, we have terminated occupancy of some of our hotels by the defaulting or expiring tenants and immediately leased these hotels to our TRSs and entered into new third-party management agreements for these hotels. We may from time to time lease additional hotels to our TRSs. In lease transactions involving our TRSs, our intent is for the rents paid to us by the TRS to qualify as “rents from real property” under the REIT gross income tests summarized above. In order for this to be the case, the manager operating the leased property on behalf of the applicable TRS must be an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the IRC, and the hotels leased to the TRS must be “qualified lodging facilities” within the meaning of Section 856(d)(9)(D) of the IRC. Qualified lodging facilities are defined as hotels, motels or other establishments where more than half of the dwelling units are used on a transient basis, provided that legally authorized wagering or gambling activities are not conducted at or in connection with such facilities. Also included in the definition are the qualified lodging facility’s customary amenities and facilities. For these purposes, a contractor qualifies as an “eligible independent contractor” if it is less than 35% affiliated with the REIT and, at the time the contractor enters into the agreement with the TRS to operate the qualified lodging facility, that contractor or any person related to that contractor is actively engaged in the trade or business of operating qualified lodging facilities for persons unrelated to the TRS or its affiliated REIT. For these purposes, an otherwise eligible independent contractor is not disqualified from that status on account of (a) the TRS bearing the expenses of the operation of the qualified lodging facility, (b) the TRS receiving the revenues from the operation of the qualified lodging facility, net of expenses for that operation and fees payable to the eligible independent contractor, or (c) the REIT receiving income from the eligible independent contractor pursuant to a preexisting or otherwise grandfathered lease of another property. We have engaged as an intended eligible independent contractor a particular corporate subsidiary of Sonesta. This contractor and its affiliates are actively engaged in the trade or business of operating qualified lodging facilities for their own accounts, including pursuant to management contracts among themselves; however, this contractor and its affiliates have few if any management contracts for qualified lodging facilities with third parties other than us and our TRSs. Based on a plain reading of the statute as well as applicable legislative history, our counsel, Sullivan & Worcester LLP, is of the opinion that this intended eligible independent contractor should in fact so qualify. If the IRS or a court determines that this opinion is incorrect, then the rental income we receive from our TRSs in respect of properties managed by this particular contractor would be nonqualifying income for purposes of the 75% and 95% gross income tests, possibly jeopardizing our compliance with one or both of these gross income tests. Under those circumstances, however, we expect we would qualify for the gross income tests’ relief provision described above, and thereby would preserve our qualification for taxation as a REIT. If the relief provision were to apply to us, we would be subject to tax at a 100% rate upon the greater of the amount by which we failed the 75% gross income test or the amount by which we failed the 95% gross income test, with adjustments, multiplied by a fraction intended to 19
Page 24
Table of Contents reflect our profitability for the taxable year; even though we have little or no nonqualifying income from other sources in a typical taxable year, imposition of this 100% tax in this circumstance would be material because to date most of the properties leased to our TRSs are managed for the TRSs by this contractor. As explained above, we will be subject to a 100% tax on the rents paid to us by any of our TRSs if the IRS successfully asserts that those rents exceed an arm’s length rental rate. Although there is no clear precedent to distinguish for federal income tax purposes among leases, management contracts, partnerships, financings, and other contractual arrangements, we believe that our leases and our TRSs’ management agreements will be respected for purposes of the requirements of the IRC discussed above. Accordingly, we expect that the rental income from our current and future TRSs will qualify as “rents from real property,” and that the 100% tax on excessive rents from a TRS will not apply. Annual Distribution Requirements. In order to qualify for taxation as a REIT under the IRC, we are required to make annual distributions other than capital gain dividends to our shareholders in an amount at least equal to the excess of: (1) the sum of 90% of our “real estate investment trust taxable income” and 90% of our net income after tax, if any, from property received in foreclosure, over (2) the amount by which our noncash income (e.g., cancellation of indebtedness income, imputed rental income or income from transactions inadvertently failing to qualify as like-kind exchanges) exceeds 5% of our “real estate investment trust taxable income.” For these purposes, our “real estate investment trust taxable income” is as defined under Section 857 of the IRC and is computed without regard to the dividends paid deduction and our net capital gain and will generally be reduced by specified corporate-level income taxes that we pay (e.g., taxes on built-in gains or foreclosure property income). Beginning with the calendar taxable year 2018, the IRC generally limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” subject to specified exceptions. For calendar taxable years 2018 through 2021 and beginning with the calendar taxable year 2025, adjusted taxable income was (and is) an amount roughly equivalent to earnings before interest, taxes, depreciation and amortization; adjusted taxable income for calendar taxable years 2022 through 2024 was an amount roughly equivalent to earnings before interest and taxes (i.e., an amount after depreciation and amortization). For taxable years beginning after December 31, 2025, the interest deduction limitation generally is calculated prior to the application of any interest capitalization provisions under the IRC. Any deduction in excess of the limitation is carried forward and may be used in a subsequent year, subject to that year’s 30% limitation. Provided a taxpayer makes an election (which is irrevocable), the limitation on the deductibility of net interest expense does not apply to a trade or business involving real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage, within the meaning of Section 469(c)(7)(C) of the IRC. Treasury regulations provide that a real property trade or business includes a trade or business conducted by a REIT. We have made an election to be treated as a real property trade or business and accordingly do not expect the foregoing interest deduction limitations to apply to us or to the calculation of our “real estate investment trust taxable income”, but the interest deduction limitations could apply to our subsidiary partnerships or subsidiary REITs, if any, that are not eligible for or otherwise do not make the election for electing real property trades or businesses. Distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our federal income tax return for the earlier taxable year and if paid on or before the first regular distribution payment after that declaration. If a dividend is declared in October, November or December to shareholders of record during one of those months and is paid during the following January, then for federal income tax purposes such dividend will be treated as having been both paid and received on December 31 of the prior taxable year to the extent of any undistributed earnings and profits. The 90% distribution requirements may be waived by the IRS if a REIT establishes that it failed to meet them by reason of distributions previously made to meet the requirements of the 4% excise tax discussed below. To the extent that we do not distribute all of our net capital gain and all of our “real estate investment trust taxable income,” as adjusted, we will be subject to federal income tax at regular corporate income tax rates on undistributed amounts. In addition, we will be subject to a 4% nondeductible excise tax to the extent we fail within a calendar year to make required distributions to our shareholders of 85% of our ordinary income and 95% of our capital gain net income plus the excess, if any, of the “grossed up required distribution” for the preceding calendar year over the amount treated as distributed for that preceding calendar year. For this purpose, the term “grossed up required distribution” for any calendar year is the sum of our taxable income for the calendar year without regard to the deduction for dividends paid and all amounts from earlier years that are not treated as having been distributed under the provision. We will be treated as having sufficient earnings and profits to treat as a dividend any distribution by us up to the amount required to be distributed in order to avoid imposition of the 4% excise tax. 20
Page 25
Table of Contents If we do not have enough cash or other liquid assets to meet our distribution requirements, or if we so choose, we may find it necessary or desirable to arrange for new debt or equity financing to provide funds for required distributions in order to maintain our qualification for taxation as a REIT. We cannot be sure that financing would be available for these purposes on favorable terms, or at all. We may be able to rectify a failure to pay sufficient dividends for any year by paying “deficiency dividends” to shareholders in a later year. These deficiency dividends may be included in our deduction for dividends paid for the earlier year, but an interest charge would be imposed upon us for the delay in distribution. While the payment of a deficiency dividend will apply to a prior year for purposes of our REIT distribution requirements and our dividends paid deduction, it will be treated as an additional distribution to the shareholders receiving it in the year such dividend is paid. In addition to the other distribution requirements above, to preserve our qualification for taxation as a REIT we are required to timely distribute all C corporation earnings and profits that we inherit from acquired corporations, as described below. We may elect to retain, rather than distribute, some or all of our net capital gain and certain of our cancellation of indebtedness income, if any, and pay income tax on such retained amounts. In addition, if we so elect by making a timely designation to our shareholders, our shareholders would include their proportionate share of such undistributed capital gain in their taxable income, and they would receive a corresponding credit for their share of the federal corporate income tax that we pay thereon. Our shareholders would then increase the adjusted tax basis of their shares by the difference between (a) the amount of capital gain dividends that we designated and that they included in their taxable income, and (b) the tax that we paid on their behalf with respect to that capital gain. Acquisitions of C Corporations We have engaged in and may in the future engage in transactions where we acquire all of the outstanding stock of a C corporation. Upon these acquisitions, except to the extent we have made or do make an applicable TRS election, each of our acquired entities and their various wholly-owned corporate and noncorporate subsidiaries generally became or will become our QRSs. Thus, after such acquisitions, all assets, liabilities and items of income, deduction and credit of the acquired and then disregarded entities have been and will be treated as ours for purposes of the various REIT qualification tests described above. In addition, we generally have been and will be treated as the successor to the acquired (and then disregarded) entities’ federal income tax attributes, such as those entities’ (a) adjusted tax bases in their assets and their depreciation schedules; and (b) earnings and profits for federal income tax purposes, if any. The carryover of these attributes creates REIT implications such as built-in gains tax exposure and additional distribution requirements, as described below. However, when we make an election under Section 338(g) of the IRC with respect to corporations that we acquire, as we have done from time to time in the past, we generally will not be subject to such attribute carryovers in respect of attributes existing prior to such election. Built-in Gains from C Corporations. Notwithstanding our qualification and taxation as a REIT, under specified circumstances we may be subject to corporate income taxation if we acquire a REIT asset where our adjusted tax basis in the asset is determined by reference to the adjusted tax basis of the asset as owned by a C corporation. For instance, we may be subject to federal income taxation on all or part of the built-in gain that was present on the last date an asset was owned by a C corporation, if we succeed to a carryover tax basis in that asset directly or indirectly from such C corporation and if we sell the asset during the five year period beginning on the day the asset ceased being owned by such C corporation. To the extent of our income and gains in a taxable year that are subject to the built-in gains tax, net of any taxes paid on such income and gains with respect to that taxable year, our taxable dividends paid in the following year will be potentially eligible for taxation to noncorporate U.S. shareholders at the preferential tax rates for “qualified dividends” as described below under the heading “— Taxation of Taxable U.S. Shareholders”. We generally do not expect to sell assets if doing so would result in the imposition of a material built- in gains tax liability; but if and when we do sell assets that may have associated built-in gains tax exposure, then we expect to make appropriate provision for the associated tax liabilities on our financial statements. Earnings and Profits. Following a corporate acquisition, we must generally distribute all of the C corporation earnings and profits inherited in that transaction, if any, no later than the end of our taxable year in which the transaction occurs, in order to preserve our qualification for taxation as a REIT. However, if we fail to do so, relief provisions would allow us to maintain our qualification for taxation as a REIT, provided we distribute any subsequently discovered C corporation earnings and profits and pay an interest charge in respect of the period of delayed distribution. C corporation earnings and profits that we inherit are, in general, specially allocated under a priority rule to the earliest possible distributions following the event causing the inheritance, and only then is the balance of our earnings and profits for the taxable year allocated among our distributions to the extent not already treated as a distribution of C corporation earnings and profits under the priority rule. The distribution of these C corporation earnings and profits is potentially eligible for taxation to noncorporate U.S. shareholders at the preferential tax rates for “qualified dividends” as described below under the heading “—Taxation of Taxable U.S. Shareholders”. 21
Page 26
Table of Contents Depreciation and Federal Income Tax Treatment of Leases Our initial tax bases in our assets will generally be our acquisition cost. We will generally depreciate our depreciable real property on a straight-line basis over forty years and our personal property over the applicable shorter periods. These depreciation schedules, and our initial tax bases, may vary for properties that we acquire through tax-free or carryover basis acquisitions, or that are the subject of cost segregation analyses. We are entitled to depreciation deductions from our properties only if we are treated for federal income tax purposes as the owner of the properties. This means that the leases of our properties must be classified for U.S. federal income tax purposes as true leases, rather than as sales or financing arrangements, and we believe this to be the case. Distributions to our Shareholders As described above, we expect to make distributions to our shareholders from time to time. These distributions may include cash distributions, in kind distributions of property, and deemed or constructive distributions resulting from capital market activities. The U.S. federal income tax treatment of our distributions will vary based on the status of the recipient shareholder as more fully described below under the headings “—Taxation of Taxable U.S. Shareholders,” “—Taxation of Tax-Exempt U.S. Shareholders,” and “—Taxation of Non-U.S. Shareholders.” Section 302 of the IRC treats a redemption of our shares for cash only as a distribution under Section 301 of the IRC, and hence taxable as a dividend to the extent of our available current or accumulated earnings and profits, unless the redemption satisfies one of the tests set forth in Section 302(b) of the IRC enabling the redemption to be treated as a sale or exchange of the shares. The redemption for cash only will be treated as a sale or exchange if it (a) is “substantially disproportionate” with respect to the surrendering shareholder’s ownership in us, (b) results in a “complete termination” of the surrendering shareholder’s entire share interest in us, or (c) is “not essentially equivalent to a dividend” with respect to the surrendering shareholder, all within the meaning of Section 302(b) of the IRC. In determining whether any of these tests have been met, a shareholder must generally take into account shares considered to be owned by such shareholder by reason of constructive ownership rules set forth in the IRC, as well as shares actually owned by such shareholder. In addition, if a redemption is treated as a distribution under the preceding tests, then a shareholder’s tax basis in the redeemed shares generally will be transferred to the shareholder’s remaining shares in us, if any, and if such shareholder owns no other shares in us, such basis generally may be transferred to a related person or may be lost entirely. Because the determination as to whether a shareholder will satisfy any of the tests of Section 302(b) of the IRC depends upon the facts and circumstances at the time that our shares are redeemed, we urge you to consult your own tax advisor to determine the particular tax treatment of any redemption. Taxation of Taxable U.S. Shareholders For noncorporate U.S. shareholders, to the extent that their total adjusted income does not exceed applicable thresholds, the maximum federal income tax rate for long-term capital gains and most corporate dividends is generally 15%. For those noncorporate U.S. shareholders whose total adjusted income exceeds the applicable thresholds, the maximum federal income tax rate for long-term capital gains and most corporate dividends is generally 20%. However, because we are not generally subject to federal income tax on the portion of our “real estate investment trust taxable income” distributed to our shareholders, dividends on our shares generally are not eligible for these preferential tax rates, except that any distribution of C corporation earnings and profits and taxed built-in gain items will potentially be eligible for these preferential tax rates. As a result, our ordinary dividends generally are taxed at the higher federal income tax rates applicable to ordinary income (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the IRC, which is generally available to our noncorporate U.S. shareholders that meet specified holding period requirements). To summarize, the preferential federal income tax rates for long-term capital gains and for qualified dividends generally apply to: (1) long-term capital gains, if any, recognized on the disposition of our shares; (2) our distributions designated as long-term capital gain dividends (except to the extent attributable to real estate depreciation recapture, in which case the distributions are subject to a maximum 25% federal income tax rate); (3) our dividends attributable to dividend income, if any, received by us from C corporations such as TRSs; (4) our dividends attributable to earnings and profits that we inherit from C corporations; and (5) our dividends to the extent attributable to income upon which we have paid federal corporate income tax (such as taxes on foreclosure property income or on built-in gains), net of the corporate income taxes thereon. 22
Page 27
Table of Contents As long as we qualify for taxation as a REIT, a distribution to our U.S. shareholders that we do not designate as a capital gain dividend generally will be treated as an ordinary income dividend to the extent of our available current or accumulated earnings and profits (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the IRC, which is generally available to our noncorporate U.S. shareholders that meet specified holding period requirements). Distributions made out of our current or accumulated earnings and profits that we properly designate as capital gain dividends generally will be taxed as long-term capital gains, as discussed below, to the extent they do not exceed our actual net capital gain for the taxable year. However, corporate shareholders may be required to treat up to 20% of any capital gain dividend as ordinary income under Section 291 of the IRC. If for any taxable year we designate capital gain dividends for our shareholders, then a portion of the capital gain dividends we designate will be allocated to the holders of a particular class of shares on a percentage basis equal to the ratio of the amount of the total dividends paid or made available for the year to the holders of that class of shares to the total dividends paid or made available for the year to holders of all outstanding classes of our shares. We will similarly designate the portion of any dividend that is to be taxed to noncorporate U.S. shareholders at preferential maximum rates (including any qualified dividend income and any capital gains attributable to real estate depreciation recapture that are subject to a maximum 25% federal income tax rate) so that the designations will be proportionate among all outstanding classes of our shares. We may elect to retain and pay income taxes on some or all of our net capital gain. In addition, if we so elect by making a timely designation to our shareholders: (1) each of our U.S. shareholders will be taxed on its designated proportionate share of our retained net capital gains as though that amount were distributed and designated as a capital gain dividend; (2) each of our U.S. shareholders will receive a credit or refund for its designated proportionate share of the tax that we pay; (3) each of our U.S. shareholders will increase its adjusted basis in our shares by the excess of the amount of its proportionate share of these retained net capital gains over the U.S. shareholder’s proportionate share of the tax that we pay; and (4) both we and our corporate shareholders will make commensurate adjustments in our respective earnings and profits for federal income tax purposes. Distributions in excess of our current or accumulated earnings and profits will not be taxable to a U.S. shareholder to the extent that they do not exceed the shareholder’s adjusted tax basis in our shares, but will reduce the shareholder’s basis in such shares. To the extent that these excess distributions exceed a U.S. shareholder’s adjusted basis in such shares, they will be included in income as capital gain, with long-term gain generally taxed to noncorporate U.S. shareholders at preferential maximum rates. No U.S. shareholder may include on its federal income tax return any of our net operating losses or any of our capital losses. In addition, no portion of any of our dividends is eligible for the dividends received deduction for corporate shareholders. If a dividend is declared in October, November or December to shareholders of record during one of those months and is paid during the following January, then for federal income tax purposes the dividend will be treated as having been both paid and received on December 31 of the prior taxable year. A U.S. shareholder will generally recognize gain or loss equal to the difference between the amount realized and the shareholder’s adjusted basis in our shares that are sold or exchanged. This gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the shareholder’s holding period in our shares exceeds one year. In addition, any loss upon a sale or exchange of our shares held for six months or less will generally be treated as a long-term capital loss to the extent of any long-term capital gain dividends we paid on such shares during the holding period. U.S. shareholders who are individuals, estates or trusts are generally required to pay a 3.8% Medicare tax on their net investment income (including dividends on our shares (without regard to any deduction allowed by Section 199A of the IRC) and gains from the sale or other disposition of our shares), or in the case of estates and trusts on their net investment income that is not distributed, in each case to the extent that their total adjusted income exceeds applicable thresholds. U.S. shareholders are urged to consult their tax advisors regarding the application of the 3.8% Medicare tax. If a U.S. shareholder recognizes a loss upon a disposition of our shares in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These Treasury regulations are written quite 23
Page 28
Table of Contents broadly, and apply to many routine and simple transactions. A reportable transaction currently includes, among other things, a sale or exchange of our shares resulting in a tax loss in excess of (a) $10 million in any single year or $20 million in a prescribed combination of taxable years in the case of our shares held by a C corporation or by a partnership with only C corporation partners or (b) $2 million in any single year or $4 million in a prescribed combination of taxable years in the case of our shares held by any other partnership or an S corporation, trust or individual, including losses that flow through pass through entities to individuals. A taxpayer discloses a reportable transaction by filing IRS Form 8886 with its federal income tax return and, in the first year of filing, a copy of Form 8886 must be sent to the IRS’s Office of Tax Shelter Analysis. The annual maximum penalty for failing to disclose a reportable transaction is generally $10,000 in the case of a natural person and $50,000 in any other case. Noncorporate U.S. shareholders who borrow funds to finance their acquisition of our shares could be limited in the amount of deductions allowed for the interest paid on the indebtedness incurred. Under Section 163(d) of the IRC, interest paid or accrued on indebtedness incurred or continued to purchase or carry property held for investment is generally deductible only to the extent of the investor’s net investment income. A U.S. shareholder’s net investment income will include ordinary income dividend distributions received from us and, only if an appropriate election is made by the shareholder, capital gain dividend distributions and qualified dividends received from us; however, distributions treated as a nontaxable return of the shareholder’s basis will not enter into the computation of net investment income. Taxation of Tax-Exempt U.S. Shareholders The rules governing the federal income taxation of tax-exempt entities are complex, and the following discussion is intended only as a summary of material considerations of an investment in our shares relevant to such investors. If you are a tax-exempt shareholder, we urge you to consult your own tax advisor to determine the impact of federal, state, local and foreign tax laws, including any tax return filing and other reporting requirements, with respect to your acquisition of or investment in our shares. We expect that shareholders that are tax-exempt pension plans, individual retirement accounts or other qualifying tax-exempt entities, and that receive (a) distributions from us, or (b) proceeds from the sale of our shares, should not have such amounts treated as UBTI, provided in each case (x) that the shareholder has not financed its acquisition of our shares with “acquisition indebtedness” within the meaning of the IRC, (y) that the shares are not otherwise used in an unrelated trade or business of the tax-exempt entity, and (z) that, consistent with our present intent, we do not hold a residual interest in a real estate mortgage investment conduit or otherwise hold mortgage assets or conduct mortgage securitization activities that generate “excess inclusion” income. Taxation of Non-U.S. Shareholders The rules governing the U.S. federal income taxation of non-U.S. shareholders are complex, and the following discussion is intended only as a summary of material considerations of an investment in our shares relevant to such investors. If you are a non-U.S. shareholder, we urge you to consult your own tax advisor to determine the impact of U.S. federal, state, local and foreign tax laws, including any tax return filing and other reporting requirements, with respect to your acquisition of or investment in our shares. We expect that a non-U.S. shareholder’s receipt of (a) distributions from us, and (b) proceeds from the sale of our shares, will not be treated as income effectively connected with a U.S. trade or business and a non-U.S. shareholder will therefore not be subject to the often higher federal tax and withholding rates, branch profits taxes and increased reporting and filing requirements that apply to income effectively connected with a U.S. trade or business. This expectation and a number of the determinations below are predicated on our shares being listed on a U.S. national securities exchange, such as The Nasdaq Stock Market LLC, or Nasdaq. Each class of our shares has been listed on a U.S. national securities exchange; however, we cannot be sure that our shares will continue to be so listed in future taxable years or that any class of our shares that we may issue in the future will be so listed. Distributions. A distribution by us to a non-U.S. shareholder that is not designated as a capital gain dividend will be treated as an ordinary income dividend to the extent that it is made out of our current or accumulated earnings and profits. A distribution of this type will generally be subject to U.S. federal income tax and withholding at the rate of 30%, or at a lower rate if the non-U.S. shareholder has in the manner prescribed by the IRS demonstrated to the applicable withholding agent its entitlement to benefits under a tax treaty. Because we cannot determine our current and accumulated earnings and profits until the end of the taxable year, withholding at the statutory rate of 30% or applicable lower treaty rate will generally be imposed on the gross amount of any distribution to a non-U.S. shareholder that we make and do not designate as a capital gain dividend. Notwithstanding this potential withholding on distributions in excess of our current and accumulated earnings and profits, these excess portions of distributions are a nontaxable return of capital to the extent that they do not exceed the non-U.S. 24
Page 29
Table of Contents shareholder’s adjusted basis in our shares, and the nontaxable return of capital will reduce the adjusted basis in these shares. To the extent that distributions in excess of our current and accumulated earnings and profits exceed the non-U.S. shareholder’s adjusted basis in our shares, the distributions will give rise to U.S. federal income tax liability only in the unlikely event that the non-U.S. shareholder would otherwise be subject to tax on any gain from the sale or exchange of these shares, as discussed below under the heading “—Dispositions of Our Shares.” A non-U.S. shareholder may seek a refund from the IRS of amounts withheld on distributions to it in excess of such shareholder’s allocable share of our current and accumulated earnings and profits. For so long as a class of our shares is listed on a U.S. national securities exchange, capital gain dividends that we declare and pay to a non-U.S. shareholder on those shares, as well as dividends to such a non-U.S. shareholder on those shares attributable to our sale or exchange of “United States real property interests” within the meaning of Section 897 of the IRC, or USRPIs, will not be subject to withholding as though those amounts were effectively connected with a U.S. trade or business, and non-U.S. shareholders will not be required to file U.S. federal income tax returns or pay branch profits tax in respect of these dividends. Instead, these dividends will generally be treated as ordinary dividends and subject to withholding in the manner described above. Tax treaties may reduce the withholding obligations on our distributions. Under some treaties, however, rates below 30% that are applicable to ordinary income dividends from U.S. corporations may not apply to ordinary income dividends from a REIT or may apply only if the REIT meets specified additional conditions. A non-U.S. shareholder must generally use an applicable IRS Form W-8, or substantially similar form, to claim tax treaty benefits. If the amount of tax withheld with respect to a distribution to a non-U.S. shareholder exceeds the shareholder’s U.S. federal income tax liability with respect to the distribution, the non-U.S. shareholder may file for a refund of the excess from the IRS. Treasury regulations also provide special rules to determine whether, for purposes of determining the applicability of a tax treaty, our distributions to a non-U.S. shareholder that is an entity should be treated as paid to the entity or to those owning an interest in that entity, and whether the entity or its owners are entitled to benefits under the tax treaty. If, contrary to our expectation, a class of our shares was not listed on a U.S. national securities exchange and we made a distribution on those shares that was attributable to gain from the sale or exchange of a USRPI, then a non-U.S. shareholder holding those shares would be taxed as if the distribution was gain effectively connected with a trade or business in the United States conducted by the non-U.S. shareholder. In addition, the applicable withholding agent would be required to withhold from a distribution to such a non-U.S. shareholder, and remit to the IRS, up to 21% of the maximum amount of any distribution that was or could have been designated as a capital gain dividend. The non- U.S. shareholder also would generally be subject to the same treatment as a U.S. shareholder with respect to the distribution (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual), would be subject to fulsome U.S. federal income tax return reporting requirements, and, in the case of a corporate non-U.S. shareholder, may owe the up to 30% branch profits tax under Section 884 of the IRC (or lower applicable tax treaty rate) in respect of these amounts. Although the law is not entirely clear on the matter, it appears that amounts designated by us as undistributed capital gain in respect of our shares that are held by non-U.S. shareholders generally should be treated in the same manner as actual distributions by us of capital gain dividends. Under this approach, the non-U.S. shareholder would be able to offset as a credit against its resulting U.S. federal income tax liability its proportionate share of the tax paid by us on the undistributed capital gain treated as distributed to the non-U.S. shareholder, and receive from the IRS a refund to the extent its proportionate share of the tax paid by us were to exceed the non-U.S. shareholder’s actual U.S. federal income tax liability on such deemed distribution. If we were to designate any portion of our net capital gain as undistributed capital gain, a non-U.S. shareholder should consult its tax advisors regarding taxation of such undistributed capital gain. Dispositions of Our Shares. If as expected our shares are not USRPIs, then a non-U.S. shareholder’s gain on the sale of these shares generally will not be subject to U.S. federal income taxation or withholding. We expect that our shares will not be USRPIs because one or both of the following exemptions will be available at all times. First, for so long as a class of our shares is listed on a U.S. national securities exchange, a non-U.S. shareholder’s gain on the sale of those shares will not be subject to U.S. federal income taxation as a sale of a USRPI. Second, our shares will not constitute USRPIs if we are a “domestically controlled” REIT. We will be a “domestically controlled” REIT if less than 50% of the value of our shares (including any future class of shares that we may issue) is held, directly or indirectly, by non-U.S. shareholders at all times during the preceding five years, after applying specified presumptions regarding the ownership of our shares as described in Section 897(h)(4)(E) of the IRC. For these purposes, we believe that the statutory ownership presumptions apply to validate our status as a “domestically controlled” REIT. Accordingly, we believe that we are and will remain a “domestically controlled” REIT. 25
Page 30
Table of Contents If, contrary to our expectation, a gain on the sale of our shares is subject to U.S. federal income taxation (for example, because neither of the above exemptions were then available, i.e., that class of our shares were not then listed on a U.S. national securities exchange and we were not a “domestically controlled” REIT), then (a) a non-U.S. shareholder would generally be subject to the same treatment as a U.S. shareholder with respect to its gain (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals), (b) the non-U.S. shareholder would also be subject to fulsome U.S. federal income tax return reporting requirements, and (c) a purchaser of that class of our shares from the non-U.S. shareholder may be required to withhold 15% of the purchase price paid to the non-U.S. shareholder and to remit the withheld amount to the IRS. Information Reporting, Backup Withholding, and Foreign Account Withholding Information reporting, backup withholding, and foreign account withholding may apply to distributions or proceeds paid to our shareholders under the circumstances discussed below. If a shareholder is subject to backup or other U.S. federal income tax withholding, then the applicable withholding agent will be required to withhold the appropriate amount with respect to a deemed or constructive distribution or a distribution in kind even though there is insufficient cash from which to satisfy the withholding obligation. To satisfy this withholding obligation, the applicable withholding agent may collect the amount of U.S. federal income tax required to be withheld by reducing to cash for remittance to the IRS a sufficient portion of the property that the shareholder would otherwise receive or own, and the shareholder may bear brokerage or other costs for this withholding procedure. Amounts withheld under backup withholding are generally not an additional tax and may be refunded by the IRS or credited against the shareholder’s federal income tax liability, provided that such shareholder timely files for a refund or credit with the IRS. A U.S. shareholder may be subject to backup withholding when it receives distributions on our shares or proceeds upon the sale, exchange, redemption, retirement or other disposition of our shares, unless the U.S. shareholder properly executes, or has previously properly executed, under penalties of perjury an IRS Form W-9 or substantially similar form that: • provides the U.S. shareholder’s correct taxpayer identification number; • certifies that the U.S. shareholder is exempt from backup withholding because (a) it comes within an enumerated exempt category, (b) it has not been notified by the IRS that it is subject to backup withholding, or (c) it has been notified by the IRS that it is no longer subject to backup withholding; and • certifies that it is a U.S. citizen or other U.S. person. If the U.S. shareholder has not provided and does not provide its correct taxpayer identification number and appropriate certifications on an IRS Form W-9 or substantially similar form, it may be subject to penalties imposed by the IRS, and the applicable withholding agent may have to withhold a portion of any distributions or proceeds paid to such U.S. shareholder. Unless the U.S. shareholder has established on a properly executed IRS Form W-9 or substantially similar form that it comes within an enumerated exempt category, distributions or proceeds on our shares paid to it during the calendar year, and the amount of tax withheld, if any, will be reported to it and to the IRS. Distributions on our shares to a non-U.S. shareholder during each calendar year and the amount of tax withheld, if any, will generally be reported to the non-U.S. shareholder and to the IRS. This information reporting requirement applies regardless of whether the non-U.S. shareholder is subject to withholding on distributions on our shares or whether the withholding was reduced or eliminated by an applicable tax treaty. Also, distributions paid to a non-U.S. shareholder on our shares will generally be subject to backup withholding, unless the non-U.S. shareholder properly certifies to the applicable withholding agent its non-U.S. shareholder status on an applicable IRS Form W-8 or substantially similar form. Information reporting and backup withholding will not apply to proceeds a non-U.S. shareholder receives upon the sale, exchange, redemption, retirement or other disposition of our shares, if the non-U.S. shareholder properly certifies to the applicable withholding agent its non-U.S. shareholder status on an applicable IRS Form W-8 or substantially similar form. Even without having executed an applicable IRS Form W-8 or substantially similar form, however, in some cases information reporting and backup withholding will not apply to proceeds that a non-U.S. shareholder receives upon the sale, exchange, redemption, retirement or other disposition of our shares if the non-U.S. shareholder receives those proceeds through a broker’s foreign office. Non-U.S. financial institutions and other non-U.S. entities are subject to diligence and reporting requirements for purposes of identifying accounts and investments held directly or indirectly by U.S. persons. The failure to comply with these additional information reporting, certification and other requirements could result in a 30% U.S. withholding tax on applicable payments to non-U.S. persons, notwithstanding any otherwise applicable provisions of an income tax treaty. In particular, a payee that is a foreign financial institution that is subject to the diligence and reporting requirements described above must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held 26
Page 31
Table of Contents by “specified United States persons” or “United States owned foreign entities” (each as defined in the IRC and administrative guidance thereunder), annually report information about such accounts, and withhold 30% on applicable payments to noncompliant foreign financial institutions and account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States with respect to these requirements may be subject to different rules. The foregoing withholding regime generally applies to payments of dividends on our shares. In general, to avoid withholding, any non-U.S. intermediary through which a shareholder owns our shares must establish its compliance with the foregoing regime, and a non-U.S. shareholder must provide specified documentation (usually an applicable IRS Form W-8) containing information about its identity, its status, and if required, its direct and indirect U.S. owners. Non-U.S. shareholders and shareholders who hold our shares through a non-U.S. intermediary are encouraged to consult their own tax advisors regarding foreign account tax compliance. Other Tax Considerations Our tax treatment and that of our shareholders may be modified by legislative, judicial or administrative actions at any time, which actions may have retroactive effect. The rules dealing with federal income taxation are constantly under review by the U.S. Congress, the IRS and the U.S. Department of the Treasury, and statutory changes, new regulations, revisions to existing regulations and revised interpretations of established concepts are issued frequently. Likewise, the rules regarding taxes other than U.S. federal income taxes may also be modified. No prediction can be made as to the likelihood of passage of new tax legislation or other provisions, or the direct or indirect effect on us and our shareholders. Revisions to tax laws and interpretations of these laws could adversely affect our ability to qualify and be taxed as a REIT, as well as the tax or other consequences of an investment in our shares. We and our shareholders may also be subject to taxation by state, local or other jurisdictions, including those in which we or our shareholders transact business or reside. These tax consequences may not be comparable to the U.S. federal income tax consequences discussed above. ERISA PLANS, KEOGH PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS General Fiduciary Obligations The Employee Retirement Income Security Act of 1974, as amended, or ERISA, the IRC and similar provisions to those described below under applicable foreign or state law, individually and collectively, impose certain duties on persons who are fiduciaries of any employee benefit plan subject to Title I of ERISA, or an ERISA Plan, or an individual retirement account or annuity, or an IRA, a Roth IRA, a tax- favored account (such as an Archer MSA, Coverdell education savings account or health savings account), a Keogh plan or other qualified retirement plan not subject to Title I of ERISA, each a Non-ERISA Plan. Under ERISA and the IRC, any person who exercises any discretionary authority or control over the administration of, or the management or disposition of the assets of, an ERISA Plan or Non-ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan or Non-ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan or Non-ERISA Plan. Fiduciaries of an ERISA Plan must consider whether: • their investment in our shares or other securities satisfies the diversification requirements of ERISA; • the investment is prudent in light of possible limitations on the marketability of our shares; • they have authority to acquire our shares or other securities under the applicable governing instrument and Title I of ERISA; and • the investment is otherwise consistent with their fiduciary responsibilities. Fiduciaries of an ERISA Plan may incur personal liability for any loss suffered by the ERISA Plan on account of a violation of their fiduciary responsibilities. In addition, these fiduciaries may be subject to a civil penalty of up to 20% of any amount recovered by the ERISA Plan on account of a violation. Fiduciaries of any Non-ERISA Plan should consider that the Non-ERISA Plan may only make investments that are authorized by the appropriate governing instrument and applicable law. Fiduciaries considering an investment in our securities should consult their own legal advisors if they have any concern as to whether the investment is consistent with the foregoing criteria or is otherwise appropriate. The sale of our securities to an ERISA Plan or Non-ERISA Plan is in no respect a representation by us or any underwriter of the securities that the investment meets all relevant legal requirements with respect to investments by the arrangements generally or any particular arrangement, or that the investment is appropriate for arrangements generally or any particular arrangement. 27
Page 32
Table of Contents Prohibited Transactions Fiduciaries of ERISA Plans and persons making the investment decision for Non-ERISA Plans should consider the application of the prohibited transaction provisions of ERISA and the IRC in making their investment decision. Sales and other transactions between an ERISA Plan or a Non-ERISA Plan and disqualified persons or parties in interest, as applicable, are prohibited transactions and result in adverse consequences absent an exemption. The particular facts concerning the sponsorship, operations and other investments of an ERISA Plan or Non-ERISA Plan may cause a wide range of persons to be treated as disqualified persons or parties in interest with respect to it. A non-exempt prohibited transaction, in addition to imposing potential personal liability upon ERISA Plan fiduciaries, may also result in the imposition of an excise tax under the IRC or a penalty under ERISA upon the disqualified person or party in interest. If the disqualified person who engages in the transaction is the individual on behalf of whom an IRA, Roth IRA or other tax-favored account is maintained (or their beneficiary), the IRA, Roth IRA or other tax-favored account may lose its tax-exempt status and its assets may be deemed to have been distributed to the individual in a taxable distribution on account of the non-exempt prohibited transaction, but no excise tax will be imposed. Fiduciaries considering an investment in our securities should consult their own legal advisors as to whether the ownership of our securities involves a non-exempt prohibited transaction. “Plan Assets” Considerations The U.S. Department of Labor has issued a regulation defining “plan assets.” The regulation, as subsequently modified by ERISA, generally provides that when an ERISA Plan or a Non-ERISA Plan otherwise subject to Title I of ERISA and/or Section 4975 of the IRC acquires an interest in an entity that is neither a “publicly offered security” nor a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the assets of the ERISA Plan or Non-ERISA Plan include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established either that the entity is an operating company or that equity participation in the entity by benefit plan investors is not significant. We are not an investment company registered under the Investment Company Act of 1940, as amended. Each class of our equity (that is, our common shares and any other class of equity that we may issue) must be analyzed separately to ascertain whether it is a publicly offered security. The regulation defines a publicly offered security as a security that is “widely held,” “freely transferable” and either part of a class of securities registered under the Exchange Act, or sold under an effective registration statement under the Securities Act of 1933, as amended, or the Securities Act, provided the securities are registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the offering occurred. Each class of our outstanding shares has been registered under the Exchange Act within the necessary time frame to satisfy the foregoing condition. The regulation provides that a security is “widely held” only if it is part of a class of securities that is owned by 100 or more investors independent of the issuer and of one another. However, a security will not fail to be “widely held” because the number of independent investors falls below 100 subsequent to the initial public offering as a result of events beyond the issuer’s control. Although we cannot be sure, we believe our common shares have been and will remain widely held, and we expect the same to be true of any future class of equity that we may issue. The regulation provides that whether a security is “freely transferable” is a factual question to be determined on the basis of all relevant facts and circumstances. The regulation further provides that, where a security is part of an offering in which the minimum investment is $10,000 or less, some restrictions on transfer ordinarily will not, alone or in combination, affect a finding that the securities are freely transferable. The restrictions on transfer enumerated in the regulation as not affecting that finding include any restriction on or prohibition against any transfer or assignment that would result in a termination or reclassification for federal or state tax purposes, or would otherwise violate any state or federal law or court order. Additionally, limitations or restrictions on the transfer or assignment of a security that are created or imposed by persons other than the issuer of a security or persons acting for or on behalf of the issuer will ordinarily not prevent the security from being considered freely transferable. We believe that the restrictions imposed under our declaration of trust and bylaws on the transfer of shares do not result in the failure of our shares to be “freely transferable.” In addition, we do not expect or intend to impose in the future, or to permit any person to impose on our behalf, on shares owned by an ERISA Plan or Non-ERISA Plan, any limitations or restrictions on transfer that would not be among the enumerated permissible limitations or restrictions in the regulation and that would otherwise result in the failure of our shares to be “freely transferable”. Assuming that each class of our shares will be “widely held” and that no facts and circumstances exist that prevent shares owned by an ERISA Plan or Non-ERISA Plan from being “freely transferable” for purposes of the regulation, our counsel, Sullivan & Worcester LLP, is of the opinion that under the regulation each class of our currently outstanding shares is publicly offered and our assets will not be deemed to be “plan assets” of any ERISA Plan or Non-ERISA Plan that acquires our shares in a public offering. This opinion is conditioned upon certain assumptions and representations, as discussed above under the heading “Material United States Federal Income Tax 28
Page 33
Table of Contents Considerations—Taxation as a REIT.” Also, the opinion of our counsel is not binding on either the Department of Labor or a court, and either could take a position different from that expressed by our counsel. Item 1A. Risk Factors Summary of Risk Factors Our business is subject to a number of risks and uncertainties. The following is a summary of the principal risk factors described in this section: • unfavorable market and commercial real estate industry conditions due to, among other things, uncertainties surrounding interest rates and inflation, changing tariffs and trade policies and related uncertainty, supply chain disruptions, volatility in the public equity and debt markets and in the commercial real estate markets, generally, geopolitical instability and tensions, pandemics, any U.S. government shutdown, economic downturns or a possible recession, labor market conditions and other conditions beyond our control, have had and may continue to have a material adverse effect on our and our tenants’, hotel managers’ and other operators’ results of operations and financial conditions and they may be unable to satisfy their obligations to us; • we have a substantial amount of debt and we are subject to risks related to our debt, including the inability to refinance maturing debt and the cost of any such refinanced debt and the inability to reduce our debt leverage levels, which may remain at or above current levels for an indefinite period, covenants and conditions contained in our debt agreements which may restrict our operations by increasing our interest expense and limiting our ability to make investments in our properties, sell properties securing our debt and pay distributions to our shareholders, potential downgrades to our credit ratings and other limitations on our ability to access capital at reasonable costs or at all; • we have a high concentration of properties that are operated by TA and Sonesta, and their failure to profitably operate our properties or perform their obligations under their agreements with us, could adversely impact our results of operations, and we could experience significant disruption to our operations if we were required to replace either TA or Sonesta; • we may not succeed in selling properties at prices we target; • we and our tenants and managers face significant competition; • we may be unable to renew our leases when they expire or lease our properties to new tenants without decreasing rents or incurring significant costs or at all; • our potential future sales or acquisitions may not be successful or may not be executed on the terms or within the timing we expect as a result of competition, ongoing market and economic conditions, including capital market disruptions, uncertainties surrounding interest rates and inflation, or otherwise; • we are subject to risks related to our qualification for taxation as a REIT, including REIT distribution requirements; • ownership of real estate is subject to environmental risks and liabilities, as well as risks from adverse weather, natural disasters and adverse impacts from global climate change; • insurance may not adequately cover our losses, and insurance costs may increase; • we are subject to risks related to our dependence upon RMR to implement our business strategies and manage our day to day operations; • we are subject to risks related to the security of RMR’s or our hotel managers’ information technology and RMR’s use of artificial intelligence; • our management structure and agreements with RMR and our relationships with our related parties, including our Managing Trustees, RMR, Sonesta and others affiliated with them, may create conflicts of interest; • sustainability initiatives, requirements and market expectations may impose additional costs and expose us to new risks; • provisions in our declaration of trust, bylaws and other agreements, as well as certain provisions of Maryland law, may deter, delay or prevent a change in our control or unsolicited acquisition proposals, limit our rights and the rights of our shareholders to take action against our Trustees and officers or limit our shareholders’ ability to obtain a favorable judicial forum for certain disputes; 29
Page 34
Table of Contents • we may change our operational, financing and investment policies without shareholder approval, and we may eliminate our distributions to shareholders or the form of payment could change; and • our distributions to shareholders may remain at $0.01 per common share per quarter for an indefinite period or be eliminated and the form of payment could change. The risks described below may not be the only risks we face, but are risks we believe may be material at this time. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described below occurs, our business, financial condition, liquidity, results of operations or ability to pay distributions to our shareholders could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described below and the information contained under the caption “Warning Concerning Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K before deciding whether to invest in our securities. We may update these risk factors in our future periodic reports. Risks Related to Our Business Unfavorable market and industry conditions have had and may continue to have a material adverse effect on our results of operations, financial condition and ability to pay distributions to our shareholders. Our business and operations have been and may continue to be adversely affected by market and economic volatility experienced by the U.S. and global economies, the commercial real estate industry and/or the local economies in the markets in which our properties are located. Unfavorable economic and industry conditions may be due to, among other things, uncertainties surrounding interest rates and inflation, changing tariffs and trade policies and related uncertainty, supply chain disruptions, volatility in the public equity and debt markets, geopolitical instability and tensions, pandemics, any U.S. government shutdown, economic downturns or a possible recession, labor market conditions, catastrophic events such as natural disasters, adverse weather and climate conditions and other conditions beyond our control. As economic conditions in the United States may affect real estate values, occupancy levels and rents and returns, trucking volume and demand for diesel fuel, gasoline, business and leisure travel, current and future economic conditions in the United States, including slower growth or a possible recession and capital market volatility or disruptions, could have a material adverse impact on our earnings and financial condition. Economic conditions may be affected by numerous factors, including, but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, uncertainty about government fiscal, tax and trade policy, geopolitical events, the regulatory environment, the availability of credit and interest rates. Current conditions may negatively impact our ability to pay distributions to our shareholders and these or other conditions may have similar impacts in the future and on our results of operations and financial condition. Our tenants may be unable to satisfy their obligations to us, and our hotel operators may not be able to improve their operating results. As a result of market practices that arose or increased in recent years and the impacts they have had on travel and the broader economy throughout the United States, our properties, particularly our hotels, experienced significant declines in operating performance which have had a significant negative effect on our operating results and cash flow. Consumer confidence, changing customer preferences, customer demand, corporate travel and lodging demand have been and will continue to be affected by economic and market conditions, unemployment levels, perceptions of the safety of travel, the continued use of video conferencing technologies rather than in person meetings and broader macroeconomic trends and conditions. These trends, together with increasing labor costs and shortages, uncertainties surrounding interest rates, tax rates, commodity and other price inflation, changing tariffs and trade policies and related uncertainty, and supply chain challenges, may continue to negatively impact our operations, particularly our hotel operations, the operations of our tenants and our financial results and may have an impact on the results of operations and financial condition of our tenants and result in their defaulting their obligations under our leases, including failing to pay the rent due to us. Such adverse economic conditions may also reduce overall demand for leased space, which could adversely affect our ability to maintain our current tenants or attract new tenants. At any given time, our tenants may experience a downturn in their business that may weaken the operating results and financial condition of individual properties or of their business as whole. As a result, a tenant may delay lease commencement, decline to extend a lease upon its expiration, fail to make rental payments when due, become insolvent or declare bankruptcy. We depend on our tenants to operate the properties we lease to them in a manner that generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance 30
Page 35
Table of Contents coverage and pay real estate taxes and maintain the properties. Our tenants’ failure to successfully operate their businesses could materially and adversely affect us. We have a substantial amount of debt and are subject to risks related to our debt, including our ability to refinance maturing debt and the cost of any such refinanced debt. As of December 31, 2025, our consolidated debt was $5.5 billion. We are subject to numerous risks associated with our debt, including our ability to refinance maturing debt and the cost of any refinancing, the risk that our cash flows could be insufficient for us to make required payments and risks associated with changing interest rates. There are no limits in our organizational documents on the amount of debt we may incur, and, subject to any limitations in our debt agreements, we may incur additional debt. Our debt may increase our vulnerability to adverse market and economic conditions, limit our flexibility in planning for changes in our business and place us at a disadvantage in relation to competitors that have lower debt levels. Our existing and future debt could limit our ability to incur additional debt and increase our exposure to floating interest rates or expose us to potential events of default (if not cured or waived) under covenants contained in debt instruments that could have a material adverse effect on our business, financial condition and operating results. High interest rates have significantly increased our cost of capital. Although we have an option to extend the maturity date of certain of our debt upon payment of a fee and meeting other conditions, the applicable conditions may not be met, and we may be required to repay or refinance our existing debt with new debt on less favorable terms. Excessive or expensive debt could reduce the available cash flow to fund, or limit our ability to obtain financing for, working capital, lease obligations, capital expenditures, refinancing, acquisitions, development or redevelopment projects or other purposes and hinder our ability to pay distributions to our shareholders. If we default under any of our debt obligations, we may be in default under other debt agreements of ours that have cross default provisions, including our credit agreement and our senior notes indentures and their supplements. In such case, our lenders or noteholders may demand immediate payment of any outstanding debt and could seek payment from the subsidiary guarantors under our credit agreement or certain of our senior notes, seek to sell any pledged equity interests of certain subsidiaries or the mortgaged properties owned by certain pledged subsidiaries, or we could be forced to liquidate our assets for less than the values we would receive in a more orderly process. We may fail to comply with the terms of our debt agreements, which could adversely affect our business and prohibit us from paying distributions to our shareholders. Our debt agreements contain various conditions, covenants and events of default. We may not be able to satisfy all of these conditions or may default on some of these covenants for various reasons, including for reasons beyond our control. If any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default, or be prevented from refinancing maturing debt or issuing new debt. Complying with these covenants may limit our ability to take actions that may be beneficial to us and our security holders. Our credit agreement and our senior notes indentures and their supplements require us to comply with certain financial and other covenants. These covenants may limit our ability to issue new debt or refinance existing debt, our operational flexibility and acquisition and disposition activity. Our ability to comply with those covenants will depend upon the net rental income and hotel operating returns we receive from our properties, or in the case of our credit agreement, the performance and value of properties securing our revolving credit facility. If our rents or returns decline, or the performance or values of our properties decline, we may be unable to borrow under our revolving credit facility. If we are unable to borrow under our revolving credit facility, we may be unable to meet our obligations or grow our business by acquiring additional properties or otherwise. If we default under our credit agreement, our lenders may demand immediate payment and could seek payment from the subsidiary guarantors under our credit agreement, seek to sell any pledged equity interests of certain subsidiaries or the mortgaged properties owned by such pledged subsidiaries, or may elect not to fund future borrowings. During the continuance of any event of default under our credit agreement, we may be limited or, in some cases, prohibited from paying distributions to our shareholders. Any default under our credit agreement that results in acceleration of our obligations to repay outstanding debt or in our no longer being permitted to borrow under our revolving credit facility would likely have serious adverse consequences to us and would likely cause the value of our securities to decline. In the future, we may obtain additional debt financing, and the covenants and conditions applicable to that debt may be more restrictive than the covenants and conditions that are contained in our existing debt agreements. 31
Page 36
Table of Contents Secured debt exposes us to the possibility of foreclosure, which could result in the loss of our investment in certain of our subsidiaries or in a property or group of properties or other assets that secure that debt. We have a substantial amount of debt that is secured by properties that we own or by a pledge of the equity interests of certain of our subsidiaries. Secured debt, including mortgage and asset backed debt, increases our risk of asset and property losses because defaults on debt secured by our assets may result in foreclosure actions initiated by lenders and ultimately our loss of the property or other assets securing any debts for which we are in default. Any foreclosure on a mortgaged property or group of properties could have a material adverse effect on the overall value of our portfolio of properties and more generally on us. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could materially and adversely affect us. We face challenges from uncertainties regarding interest rates, and high interest rates have significantly increased our interest expense and may otherwise materially and negatively affect us. Increases in interest rates and sustained high interest rates may materially and negatively affect us in several ways, including: • one of the factors that investors typically consider important in deciding whether to buy or sell our common shares is the distribution rate on our common shares relative to prevailing interest rates, and our quarterly cash distribution rate on our common shares is currently $0.01 per common share in order to enhance our liquidity until our leverage profile otherwise improves. If market interest rate levels increase, investors may expect a higher distribution rate than we are able to pay, which may increase our cost of capital, or they may sell our common shares and seek alternative investments with higher distribution rates. Sales of our common shares may cause a decline in the market price of our common shares; • amounts outstanding under our revolving credit facility require interest to be paid at floating interest rates. High interest rates have significantly increased our borrowing costs, which adversely affects our cost of refinancing our fixed rate debts when they become due, our cash flows, our ability to pay principal and interest on our debt and our ability to pay distributions to our shareholders. Additionally, if we choose to hedge our interest rate risk, we cannot be sure that the hedge will be effective or that our hedging counterparty will meet its obligations to us; • we have a substantial amount of fixed rate debt maturing over the next few years. Our ability to refinance this debt and the cost of any such refinancing will be subject to market conditions, our financial condition and operating performance and our credit ratings; and • property values are often determined, in part, based upon a capitalization of rental income formula. When interest rates are high, real estate transaction volumes slow due to increased borrowing costs and property investors often demand higher capitalization rates, which causes property values to decline. High interest rates could therefore lower the value of our properties and cause the value of our securities to decline. Substantially all of our net lease properties are leased to single tenants, which may subject us to greater risks of loss than if each of those properties had multiple tenants. Substantially all of our net lease properties are leased to single tenants. The value of single tenant properties is materially dependent on the performance of those tenants under their respective leases. Many of our single tenant leases require that certain property level operating expenses and capital expenditures, such as real estate taxes, insurance, utilities, maintenance and repairs, including increases with respect thereto, be paid, or reimbursed to us, by our tenants. Accordingly, in addition to our not receiving rental income, a tenant default on such leases could make us responsible for paying these expenses. Because most of our net lease properties are leased to single tenants, the adverse impact of individual tenant defaults or non-renewals is likely to be greater than would be the case if our properties were leased to multiple tenants. We have a high concentration of properties that are leased to TA. As of December 31, 2025, we leased 175 travel centers to TA, which constituted approximately 33.0% of our total historical real estate investments. If TA were to fail to meet their obligations under our agreements, our income from these properties may be adversely affected. Further, if we were required to replace TA, we could experience significant disruptions in operations at the applicable properties, which could reduce our income and cash flows from, and the value of, those properties. 32
Page 37
Table of Contents TA’s parent company has provided us a limited guarantee of our leases. If the guarantor of our leases does not earn sufficient income from their businesses, it may not have sufficient resources independent of these leaseholds to pay their guarantee obligations to us. If Sonesta or our other hotel managers fail to operate our hotels profitably, we may need to fund operating losses for those hotels or make capital contributions to Sonesta. Sonesta operated 69 of our hotels, which constituted 41.8% of our historical real estate investments as of December 31, 2025. The returns we receive from our managed hotels are dependent upon the financial results of those hotels’ operations. The impacts of economic and market conditions, including inflationary pressures, high interest rates, unemployment levels, changing tariffs and trade policies and related uncertainty, work from home policies, use of technologies and broader economic trends, among other things, may result in our managed hotels experiencing operating losses that we will need to fund. Further, we own 34% of Sonesta. If Sonesta experiences losses, or requires additional capital, Sonesta may request we fund our share through the contribution of additional capital. For further information about our agreements with and ownership stake of Sonesta, see Notes 4, 5 and 9 to our consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K. Inherent risks in the hotel industry could impact Sonesta and our other managers and affect our business. Approximately 48.6% of our historical real estate investments as of December 31, 2025, are in our hotel properties. Our hotels are subject to operating risks common to the hotel industry, many of which are beyond our control and may impact Sonesta and our other managers, including risks associated with: • competition from other hotels in our markets, or an oversupply of hotels in our markets; • increased operating costs, including wages, benefits, insurance and utilities, due to inflation, increased minimum wages and other factors, which may not be offset in the future by increased room rates; • increased property taxes due to many state and local governments facing budget deficits, or seeking to expand services, that have led many of them, and may in the future lead others to, increase assessments and/or taxes; • changes in marketing and distribution for the industry including the ability of third party internet and other travel intermediaries to attract and retain customers; • competition from other hotel operators or others to attract and retain qualified employees; • competition from alternative lodging options such as home sharing services, timeshares, vacation rentals or cruise ships in our markets; • low unemployment in the U.S. and a lack of suitable employees for certain job classifications, especially those for less skilled positions, which may drive up costs or affect service levels; • labor strikes, disruptions or lockouts that may impact operating performance; • dependence on demand from business and leisure travelers, which may fluctuate and be seasonal and could experience prolonged declines as a result of economic downturns or recessions or otherwise and possible long-term changes in business and consumer practices; • increases in energy costs, airline fares and other expenses related to travel, which may negatively affect traveling; • decreases in demand for business and leisure travel due to terrorism, terrorism alerts and warnings, military actions, natural disasters, concerns about climate change, pandemics or other public health safety concerns; • decreases in demand for business travel due to use of technologies that enhance interpersonal communication and interaction without the need to travel or meet in person; and • changes in customer preferences for various types of hotels or hotel locations. For further information about our management agreements with Sonesta, see Notes 4, 5 and 9 to our consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K. 33
Page 38
Table of Contents We may not succeed in selling properties we identify for sale and any proceeds we may receive from sales we do complete may be less than expected, and we may incur losses with respect to any such sales. As of December 31, 2025, we had 11 properties held for sale and are at various stages of bringing additional properties to market. We also plan to selectively sell additional properties from time to time to reduce our leverage, fund capital expenditures and future acquisitions and strategically update, rebalance and reposition our investment portfolio. Our ability to sell properties and the prices we may receive in any such sales, may be affected by various factors. In particular, these factors could arise from, among other things: • weaknesses in or a lack of established markets for the properties we may identify for sale; • the historical financial performance of the property or tenant; • the availability of financing to potential purchasers on reasonable terms; • changes in the financial condition of prospective purchasers for, and the tenants of, the properties; • the terms of leases or agreements with tenants or managers at certain of the properties; • the characteristics, quality and prospects of the properties; • the number of prospective purchasers; • the number of competing properties in the market; • unfavorable local, national or international economic conditions, such as uncertainties surrounding interest rates and inflation, changing tariffs and trade policies and related uncertainty, supply chain challenges, economic downturns or a possible recession and labor market conditions; and • changes in laws, regulations or fiscal policies of jurisdictions in which the properties are located. For example, current market conditions have caused, and may continue to cause, increased capitalization rates which, together with high interest rates, have resulted in reduced commercial real estate transaction volume, and such conditions may continue or worsen. We may not succeed in selling properties and any sales may be delayed or may not occur or, if sales do occur, the terms may not meet our expectations and we may incur losses in connection with any sales. In addition, we may elect to forego or abandon property sales. If we are unable to realize proceeds from the sale of assets sufficient to allow us to reduce our leverage to a level we, or rating agencies or possible financing sources, believe appropriate, we may be unable to fund capital investments or future acquisitions to grow our business. In addition, we may elect to change or abandon our strategy and forego or abandon property or other asset sales. We may be unable to fund capital improvements at our properties and our investments may cost more, take longer to complete than expected or not result in improved financial performance. Our hotel management agreements and certain of our lease arrangements require us to fund capital improvements at certain of our properties. Hotels in particular require us to expend significant amounts to maintain them and to meet brand standards. We may not have the funds necessary to make necessary or desired improvements to our properties and such investments, if made, may not be sufficient to maintain or improve the financial results of our properties. Certain of our management agreements and lease arrangements require us to maintain the applicable properties in a certain required condition. If we fail to maintain these properties in the required condition, the operator may terminate the applicable management or lease agreement and hold us liable for damages. Planned capital investments could cost more and take longer to complete than expected as a result of labor costs and shortages and commodity and other price inflation due to changing tariffs and trade policies and related uncertainty and supply chain challenges, among other things. Our assessment that certain necessity-based service industries are more e-commerce resistant than many others may prove to be incorrect, and changes in macroeconomic trends may adversely affect our net lease tenants, either of which could impair our tenants’ ability to make rental payments to us and materially and adversely affect us. Our net lease properties are primarily leased to tenants in necessity-based service industries we believe have characteristics that make them e-commerce resistant and resilient through economic cycles. Business conditions, particularly in the retail industry, are rapidly changing, and our net lease tenants may be adversely affected by changing consumer preferences, increased brand competition, technological innovation and competition from non-traditional sources. Increased competition and a deterioration in our tenants’ businesses could impair their ability to meet their lease obligations to us and materially and adversely affect us. 34
Page 39
Table of Contents We may be unable to grow our business by acquiring additional properties, and we might encounter unanticipated difficulties and expenditures relating to our acquired properties. Our business plan includes the acquisition of additional properties. Our ability to make profitable acquisitions is subject to risks, including, but not limited to, risks associated with: • the extent of our debt leverage; • the availability, terms and cost of debt and equity capital; • our liquidity position; • competition from other investors; and • contingencies in our acquisition agreements. These risks may limit our ability to grow our business by acquiring additional properties. In addition, we might encounter unanticipated difficulties and expenditures relating to our acquired properties. For example: • notwithstanding pre-acquisition due diligence, we could acquire a property that contains undisclosed defects in design or construction or unknown liabilities, including those related to undisclosed environmental contamination, or our analyses and assumptions for the properties may prove to be incorrect; • an acquired property may be located in a new market where we may face risks associated with investing in an unfamiliar market; • the market in which an acquired property is located may experience unexpected changes that adversely affect the property’s value; and • property operating costs for our acquired properties may be higher than anticipated and our acquired properties may not yield expected returns. For these reasons, among others, we might not realize the anticipated benefits of our acquisitions, and our business plan to acquire additional properties may not succeed or may cause us to experience losses. We are limited in our ability to operate our properties and are thus dependent on our operators. Because federal income tax laws restrict REITs and their subsidiaries from operating or managing businesses at their properties, we do not operate our hotels or net lease properties. Instead, we lease all our hotels to our subsidiaries that qualify as TRSs under the IRC and lease our other properties to operating companies. We have retained third party managers to manage our hotels that are leased to our TRSs. Our income from our properties may be adversely affected if our operators fail to provide quality services and amenities to customers. While we monitor the performance of our operators and apply asset management strategies and discipline, we have limited recourse under our management agreements and leases if we believe that our operators are not performing adequately. Any failure by our operators to fully perform the duties agreed to in our management agreements and leases could adversely affect our results of operations. In addition, our operators operate, and, in some cases, own or have invested in, properties that compete with our properties, which may result in conflicts of interest. As a result, our operators have made, and may in the future make, decisions regarding competing properties or our properties’ operations that may not be in our best interests and which may result in a reduction of our returns. REIT distribution requirements and limitations on our ability to access capital at reasonable costs or at all may adversely impact our ability to carry out our business plan. To maintain our qualification for taxation as a REIT under the IRC, we are required to satisfy distribution requirements imposed by the IRC. See “Material United States Federal Income Tax Considerations—REIT Qualification Requirements—Annual Distribution Requirements” included in Part I, Item 1 of this Annual Report on Form 10-K. Accordingly, we may not be able to retain sufficient cash to fund our operations, repay our debts, invest in our properties or fund our acquisitions or development, redevelopment or repositioning efforts. Our business strategies therefore depend, in part, upon our ability to raise additional capital at reasonable costs. We may also be unable to raise capital at reasonable costs or at all because of reasons related to our business, market perceptions of our prospects, the terms of our debt, the extent of our leverage or for reasons beyond our control, such as capital market volatility, high interest rates and other market conditions. Because the earnings we 35
Page 40
Table of Contents are permitted to retain are limited by the rules governing REIT qualification and taxation, if we are unable to raise reasonably priced capital, we may not be able to carry out our business plan. We face significant competition. The businesses conducted at our properties face significant competition. For example, our travel center properties compete with other large, national operators of travel centers, and certain of their competitors have significantly increased the number of travel centers they operate, including as a result of new construction of travel centers. Some of our retail tenants compete with online retailers or service providers. We also compete for tenants at our retail net lease properties. Our retail net lease properties compete in the multi-billion dollar commercial real estate market with numerous developers and owners of properties, many of which own properties similar to ours and are in the same markets in which our properties are located. In operating and managing our retail net lease portfolio, we compete for tenants based on a number of factors, including location, rental rates and flexibility. Our hotels compete with other hotels operated in our markets, and the hotel industry has in the past experienced significant growth in supply from construction in certain markets where we own hotels. Certain of our competitors have greater economies of scale, have lower cost of capital, have access to more capital and resources and have greater name recognition than we do. We also face significant competition for acquisition opportunities from other investors. Some of our competitors may have greater financial and other resources than us and may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of property operators and the extent of leverage used in their capital structure. Due to competition for acquisitions, we may be unable to acquire desirable properties or we may pay higher prices for, and realize lower net cash flows than we hope to achieve from, acquisitions. Many of our tenants do not have credit ratings. The majority of our tenants are not rated by any nationally recognized credit rating organization. It is more difficult to assess the ability of a tenant that is not rated to meet its obligations than that of a rated tenant. Moreover, tenants may be rated when we enter leases with them, but their ratings may be later lowered or terminated during the term of the leases. Because we have many unrated tenants, we may experience a higher percentage of tenant defaults than landlords who have a higher percentage of highly rated tenants. Our underwriting and credit analysis may not adequately assess the risk of a tenants’ financial health. In addition, the periodic financial information we receive from our tenants may be insufficient to identify the risk of tenant defaults. We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all. Our results of operations depend, in part, on our ability to lease our retail properties by renewing or re-leasing expiring leases and leasing vacant space and optimizing our tenant mix. As of December 31, 2025, leases representing approximately 2.2% of our annualized minimum net lease rents will expire during 2026. As of December 31, 2025, 5.5% of the leasable square footage of our net lease properties was vacant. Current tenants’ performance may decline, or they may not have the financial resources available, to renew current leases and we cannot guarantee that leases that are renewed will have terms that are as economically favorable to us as the expiring lease terms. If tenants do not renew their leases as they expire, or renew for less space, we will have to find new tenants to lease our properties and there is no guarantee that we will be able to find new tenants or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that substantial rent abatements, tenant improvement allowances, early termination rights, below-market renewal options or other lease incentive payments will not be offered to attract new tenants. Unfavorable market and industry conditions, including uncertainties surrounding interest rates and inflation, changing tariffs and trade policies and related uncertainty, supply chain challenges, economic downturns or a possible recession and labor market conditions, may increase these risks. We may experience significant costs in connection with renewing, leasing or re-leasing our properties, which could materially and adversely affect us. Vacancies in a property could result in significant capital expenditures and illiquidity and reduce the value of the property. The loss of a tenant may reduce the value of a property and require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant. Many of the leases we enter into or acquire are for properties that are especially suited to the particular business of our tenants. Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant. We may also have difficulty selling the property due to the special purpose for which the property may have been designed or modified. This potential illiquidity may limit our ability to quickly modify our portfolio in response to changes in economic or other conditions, including tenant demand. 36
Page 41
Table of Contents Some of our net lease tenants operate the properties they lease from us under franchise or license agreements, which, if terminated or not renewed prior to the expiration of their leases with us, would likely impair their ability to pay us rent. Some of our net lease properties are operated by our tenants under franchise or license agreements. Those franchise or license agreements may have terms that end earlier than the respective expiration dates of our related leases. In addition, a franchisee’s or licensee’s rights as a franchisee or licensee could be terminated by the franchisor or licensor, in which case our tenant may be precluded from competing with the franchisor or licensor upon that termination. A franchisor’s or licensor’s termination or refusal to renew a franchise or license agreement with our tenant would likely have a material adverse effect on the ability of the tenant to pay rent to us. In addition, we may have no notice or cure rights with respect to such a termination and have no rights to assignment of any such franchise or license agreement. This may have an adverse effect on our ability to mitigate losses that may result from a default of our leases by a terminated franchisee or licensee. Ownership of real estate is subject to environmental risks and liabilities. Ownership of real estate is subject to risks associated with environmental hazards. Under various laws, owners as well as operators of real estate may be required to investigate and clean up or remove hazardous substances present at or migrating from properties they own or operate and may be held liable for property damage or personal injuries that result from hazardous substances. These laws also expose us to the possibility that we may become liable to government agencies or third parties for costs and damages they incur in connection with hazardous substances. The costs and damages that may arise from environmental hazards may be substantial and are difficult to assess and estimate for numerous reasons, including uncertainty about the extent of contamination, alternative treatment methods that may be applied, the location of the property which subjects it to differing local laws and regulations and their interpretations, as well as the time it may take to remediate contamination. In addition, these laws also impose various requirements regarding the operation and maintenance of properties and recordkeeping and reporting requirements relating to environmental matters that require us or the operators of our properties to incur costs to comply with. Our travel centers and certain of our other properties include fueling areas, truck repair and maintenance facilities and vehicles and tanks for the storage of petroleum products and other hazardous substances, all of which create the potential for environmental contamination. As a result, the tenants of these properties regularly incur environmental costs related to monitoring, prevention and remediation. Under our net lease property leases, we are generally indemnified from all environmental liabilities arising at our respective properties during the term of the leases. Despite this indemnity, various federal and state laws impose environmental liabilities upon property owners, such as us, for any environmental damages arising at, or migrating from, properties they own and we cannot be sure that we will not be liable for environmental investigation and clean up at, or near, our properties. Moreover, tenants may not have sufficient resources to pay their environmental liabilities and environmental indemnity to us. The negative impact on our tenants from economic downturns, volatility in the petroleum markets, industry challenges facing the trucking and service industries and our tenants’ businesses and other factors may make it more likely that they will be unable to fulfill their indemnification obligations to us in the event that environmental claims arise at our properties. Any environmental liabilities for which we are responsible and not indemnified could adversely affect our financial condition and result in losses. We are subject to risks associated with our hotel managers’ employment of personnel. Our hotel managers are responsible for hiring and maintaining the labor force at each of our hotel properties. Although we do not directly employ or manage employees at our hotel properties, we are subject to many of the costs and risks associated with the hotel labor force. From time to time, hotel operations may be disrupted as a result of strikes, lockouts, public demonstrations or other negative actions and publicity. We may also incur increased legal costs and indirect labor costs as a result of contract disputes and other events. The resolution of labor disputes or renegotiated labor contracts could lead to increased labor costs, either by increases in wages or benefits or by changes in work rules. Labor costs have increased and our hotel managers have experienced labor shortages at our hotels, and these conditions may continue for an extended period. In addition, regulations in certain jurisdictions, such as increases in minimum wages, have increased our hotel managers’ labor costs. Our hotel managers may be unable to adequately staff our hotels as a result of these or other reasons, which may limit the business activity at our hotels, decrease the quality of services provided at our hotels and damage our and our applicable hotel managers’ reputations in the marketplace. Bankruptcy law may adversely impact us. The occurrence of a tenant bankruptcy could reduce the rent we receive from that tenant, and the current economic conditions, such as uncertainties surrounding interest rates and inflation, changing tariffs and trade policies and related uncertainty, supply chain disruptions, economic downturns or a possible recession and labor market conditions, may increase the risk of our tenants or hotel managers filing for bankruptcy. If a tenant files for bankruptcy, federal law may prohibit us from 37
Page 42
Table of Contents evicting that tenant based solely upon its bankruptcy, and a bankrupt tenant may be authorized to reject and terminate its lease with us. Any claims against a bankrupt tenant for unpaid future rent would be subject to statutory limitations that may be substantially less than the contractually specified rent we are owed under the lease, and any claim we have for unpaid past rent may not be paid in full. If any of our tenants or hotel managers files for bankruptcy, we may experience delays in enforcing our rights, we may be limited in our ability to replace the tenant or hotel manager and we may incur substantial costs in protecting our investment and re-leasing or finding a replacement tenant or hotel manager. Insurance may not adequately cover our losses, and insurance costs may increase. We or our operators are generally responsible for the costs of insurance coverage for our properties and the operations conducted on them, including for casualty, liability, malpractice, fire, extended coverage and rental or business interruption loss insurance. In the future, we may acquire properties for which we are responsible for the costs of insurance. The costs of insurance may increase, which may have an adverse effect on us and our operators. Increased insurance costs may adversely affect our operators’ abilities to operate our properties profitably and provide us with desirable returns and our operators’ abilities to pay us rent or result in downward pressure on rents we can charge under new or renewed leases. Losses of a catastrophic nature, such as those caused by hurricanes, flooding, volcanic eruptions and earthquakes or losses as a result of outbreaks of pandemics or acts of terrorism, may be covered by insurance policies with limitations such as large deductibles or co-payments that we or an operator may not be able to pay. Insurance proceeds may not be adequate to restore an affected property to its condition prior to a loss or to compensate us for our losses, including lost revenues or other costs. Certain losses, such as losses we may incur as a result of known or unknown environmental conditions, are not covered by our insurance. Market conditions or our loss history may limit the scope of insurance or coverage available to us on economic terms. If we determine that an uninsured loss or a loss in excess of insured limits occurs and if we are not able to recover amounts from our operators for certain losses, we may have to incur uninsured costs to mitigate such losses or lose all or a portion of the capital invested in a property, as well as the anticipated future revenue from the property. We are subject to risks from adverse weather, natural disasters and adverse impacts from global climate change, and we incur significant costs and invest significant amounts with respect to these matters. We are subject to risks and could be exposed to additional costs from adverse weather, natural disasters and adverse impacts from global climate change. For example, our properties could be severely damaged or destroyed from either singular extreme weather events (such as floods, storms and wildfires) or through long-term impacts of climatic conditions (such as precipitation frequency, weather instability and rise of sea levels). We own a significant number of properties in the Southeastern United States which has been increasingly impacted by severe weather and rising sea levels in recent years. Severe weather events and climatic conditions could also adversely impact us and the tenants of our properties if we or they are unable to operate our or their businesses due to damage resulting from such events. Insurance may not adequately cover all losses sustained by us or the tenants of our properties. If we fail to adequately prepare for such events, our revenues, results of operations and financial condition may be impacted. In addition, we may incur significant costs in preparing for possible future climate change or in response to our tenants’ requests for such investments and we may not realize desirable returns on those investments. RMR and our hotel managers rely on information technology and systems in providing services to us, and any material failure, inadequacy, interruption or security breach of that technology or those systems could materially harm us. RMR and our hotel managers rely on information technology and systems, including the Internet and cloud-based infrastructures and services, commercially available software and their respective internally developed applications, to process, transmit, store and safeguard information and to manage or support a variety of their business processes (including managing our building systems), including financial transactions and maintenance of records, which may include personal identifying information of employees, guests, tenants and guarantors and lease data. If we or our third party vendors experience material security or other failures, inadequacies or interruptions in our or their information technology systems, we could incur material costs and losses and our operations could be disrupted. RMR and our hotel managers take various actions, and incur significant costs, to maintain and protect the operation and security of information technology and systems, including the data maintained in those systems. However, these measures may not prevent the systems’ improper functioning or a compromise in security, such as in the event of a cyberattack or the improper disclosure of personally identifiable information. Security breaches, computer viruses, attacks by hackers, online fraud schemes and similar breaches have created and can create significant system disruptions, shutdowns, fraudulent transfer of assets or unauthorized disclosure of confidential information. The risk of a security breach or disruption, particularly through cyberattack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the intensity and sophistication of attempted attacks and intrusions from around the world have increased. The cybersecurity risks to us or our third party vendors are heightened by, among other things, the evolving nature of the threats faced, advances in computer capabilities, new 38
Page 43
Table of Contents discoveries in the field of cryptography and new and increasingly sophisticated methods used to perpetrate illegal or fraudulent activities, including cyberattacks, email or wire fraud and other attacks exploiting security vulnerabilities in RMR’s, our hotel managers’ or other third parties’ information technology networks and systems or operations. Although most of RMR’s and Sonesta’s staff work from their respective offices for a majority of the work week, flexible working arrangements have resulted in increased remote working. This and other possible changing work practices have adversely impacted, and may in the future adversely impact, RMR’s, our hotel managers’ or other third parties’ abilities to maintain the security, proper function and availability of their respective information technology and systems since remote working by their employees could strain their respective technology resources and introduce operational risk, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that have sought, and may seek, to exploit remote working environments. In addition, RMR’s, our hotel managers’ or other third parties’ data security, data privacy, investor reporting and business continuity processes could be impacted by a third party’s inability to perform in a remote work environment or by the failure of, or attack on, their information systems and technology. Public companies are required to disclose material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. With the SEC’s continued focus on cybersecurity, we expect increased scrutiny of RMR’s policies and systems designed to manage our cybersecurity risks and our related disclosures. Any failure by RMR, our hotel managers or other third party vendors to maintain the security, proper function and availability of their respective information technology and systems or to adequately protect personal data, or any failure by RMR, our hotel managers or other third party vendors to provide the appropriate regulatory and other notifications in a timely manner could result in financial losses, interrupt our operations, damage our reputation, cause us to be in default of material contracts and subject us to liability claims or regulatory penalties, any of which could materially and adversely affect our business and the value of our securities. RMR incorporates artificial intelligence into some of its business workflows and processes, and challenges with properly managing its use could result in reputational harm, competitive harm, legal liability, and increased regulatory costs and could adversely affect our results of operations. RMR uses generative artificial intelligence and/or machine learning technologies, or collectively, AI Technologies, to enhance certain workflows and processes used in its business, and its research into and continued deployment of such capabilities remain ongoing. AI Technologies are evolving, and the introduction and incorporation of AI Technologies may result in unintended consequences or other new or expanded risks and liabilities and RMR may not be able to anticipate, prevent, mitigate or remediate all potential risks and liabilities. If the content, analyses or recommendations that AI Technologies applications assist in producing are, or are alleged to be, deficient, inaccurate or biased, such as due to limitations in AI Technologies algorithms, insufficient or biased base data or flawed training methodologies, our business, financial condition, results of operations and reputation may be adversely affected. Additionally, AI Technologies are continuously evolving, and RMR may adopt and deploy AI Technologies that could become obsolete earlier than expected, and there can be no assurance that we will realize the desired or anticipated benefits from AI Technologies. Also, our competitors or other third parties may incorporate AI Technologies into their products and services more quickly or more successfully than RMR, which could impair our ability to compete effectively and adversely affect our results of operations. The use of AI Technologies applications to support business processes carries inherent risks related to data privacy and security, such as unintended or inadvertent transmission of proprietary or sensitive information, including personal data. AI Technologies present emerging ethical issues, and RMR may be unsuccessful in identifying and resolving these issues before they arise. If RMR’s use of AI Technologies becomes controversial, it may experience brand or reputational harm, competitive harm, or legal liability. There is uncertainty in the legal and regulatory landscape for AI Technologies, which is not fully developed, and any laws, regulations or industry standards adopted in response to the emergence of AI Technologies may be burdensome, could entail significant costs, and may restrict or impede RMR’s ability to successfully develop, adopt and deploy AI Technologies efficiently and effectively. Sustainability initiatives, requirements and market expectations may impose additional costs and expose us to new risks. There remains a continued focus from regulators, investors, tenants and other stakeholders concerning corporate sustainability. We are, and expect to continue to be, subject to various proposed, new and evolving sustainability laws and requirements adopted by certain states and regulators, including both voluntary and mandatory disclosure requirements that may impact how we conduct business, and we may incur significant costs in compliance with such rules if and when such regulations become effective. Some investors may use ESG factors to guide their investment strategies and, in some cases, may choose not to invest in us, or otherwise do business with us, if they believe our or RMR’s policies relating to corporate 39
Page 44
Table of Contents sustainability are not aligned with their own policies. Third party providers of corporate sustainability ratings and reports on companies have increased in number, resulting in varied and, in some cases, inconsistent standards. If we or RMR elect not to or are unable to satisfy the criteria by which companies’ corporate responsibility practices are assessed or do not meet the criteria of a specific third party provider, some investors may conclude that our or RMR’s policies with respect to corporate sustainability are inadequate. Pursuant to RMR’s zero emissions goal, RMR has pledged to reduce its Scope 1 and 2 emissions to net zero by 2050 with a 50% reduction commitment by 2029 from a 2019 baseline. We and RMR may face reputational damage in the event that our or their corporate sustainability procedures or standards do not meet the goals that we or RMR have set or the standards set by various constituencies. In addition, there are efforts by some stakeholders and governmental authorities to reduce companies’ efforts regarding ESG, including human capital management-related matters, and anti-ESG or anti-diversity, equity and inclusion, or DEI, sentiment has gained momentum across the United States, with several states and governmental authorities enacting or proposing anti-ESG or anti-DEI policies or legislation and filing suits alleging that ESG or DEI measures or initiatives violate law. Additionally, in January 2025, President Trump signed a number of executive orders focused on DEI, which indicate continued scrutiny of DEI initiatives and potential related investigations of certain private entities with respect to DEI initiatives, including publicly traded companies. If our, RMR and/or our operators’ practices and programs are deemed to be in contradiction of such initiatives, we, RMR and/or our operators could be subject to government investigations or lawsuits that could negatively impact us, RMR and our operators and affect our business, financial condition or reputation. Increasingly, different stakeholder groups and government authorities have divergent views on ESG matters, which increases the risk that any action or lack thereof with respect to ESG matters will be perceived negatively by at least some stakeholders or governmental authorities and adversely impact our reputation and business. If we, RMR and our operators fail to comply with ESG and anti-ESG related regulations and to satisfy the expectations of investors and our operators and other stakeholders or our or RMR’s announced goals and other initiatives are not executed as planned, our and RMR’s reputation could be adversely affected, and our revenues, results of operations and ability to grow our business may be negatively impacted. In addition, we may incur significant costs in attempting to comply with regulatory requirements, ESG and anti-ESG policies or third party expectations or demands. Market and government actions in response to concerns about global climate change and supply chain challenges may negatively impact our business. Market and government actions in response to global climate change may result in a reduction in transient travel and demand for fossil fuels and may result in increased costs in response to market demands and government regulation. For instance, in response to concerns about burning fossil fuels, air and on road vehicle travel may decline, which may result in less demand for stays at our hotels and fuel at our travel centers. Further, if in response to global supply chain challenges, there is a movement to increase onshore manufacturing and production of goods, truck transportation in the United States may decline, which may reduce the demand for products and services at our travel center properties. Risks Related to Our Relationships with RMR and Sonesta We are dependent upon RMR to manage our business and implement our growth strategy. We have no employees. Personnel and services that we require are provided to us by RMR pursuant to our management agreements with RMR. Our ability to achieve our business objectives depends on RMR and its ability to effectively manage our properties, to appropriately identify and complete our acquisitions and dispositions and to execute our growth strategy. Accordingly, our business is dependent upon RMR’s business contacts, its ability to successfully hire, train, supervise and manage its personnel and its ability to maintain its operating systems. If we lose the services provided by RMR or its key personnel, our business and growth prospects may decline. We may be unable to duplicate the quality and depth of management available to us by becoming internally managed or by hiring another manager. In the event RMR is unwilling or unable to continue to provide management services to us, our cost of obtaining substitute services may be greater than the fees we pay RMR under our management agreements, and as a result our expenses may increase. RMR has broad discretion in operating our day to day business. Our manager, RMR, is authorized to follow broad operating and investment guidelines and, therefore, has discretion in identifying the properties that will be appropriate investments for us, as well as our individual operating and investment decisions. Our Board of Trustees periodically reviews our operating and investment guidelines and our operating activities and investments, but it does not review or approve each decision made by RMR on our behalf. In addition, in conducting periodic reviews, our Board of Trustees relies primarily on information provided to it by RMR. RMR may exercise its discretion in a manner that results in investment returns that are substantially below expectations or that results in losses. 40
Page 45
Table of Contents Our management structure and agreements and relationships with RMR and RMR’s and its controlling shareholder’s relationships with others may create conflicts of interest, or the perception of such conflicts, and may restrict our investment activities. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. RMR or its subsidiaries also act as the manager to certain other Nasdaq listed companies and private companies, and Mr. Portnoy serves as a managing trustee, director or trustee, as applicable, of those companies, and as chair of the board of trustees of those Nasdaq listed companies. Christopher Bilotto, our other Managing Trustee and President and Chief Executive Officer, Brian Donley, our Chief Financial Officer and Treasurer, and Jesse Abair, our Vice President, are also officers and employees of RMR. Mr. Bilotto is also a managing trustee and the president and chief executive officer of Diversified Healthcare Trust, or DHC, and Mr. Donley is also the chief financial officer and treasurer of Office Properties Income Trust, or OPI, both of which are REITs managed by RMR. Messrs. Portnoy, Bilotto, Donley and Abair have duties to RMR, Mr. Bilotto has duties to DHC and Mr. Donley has duties to OPI, as well as to us, and we do not have their undivided attention. They and other RMR personnel may have conflicts in allocating their time and resources between us and RMR and other companies to which RMR or its subsidiaries provide services. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. In addition, we may in the future enter into additional transactions with RMR, its affiliates or entities managed by it or its subsidiaries. In addition to his investments in RMR Inc. and RMR, Mr. Portnoy holds equity investments in other companies to which RMR or its subsidiaries provide management services and some of these companies have significant cross ownership interests, including, for example: as of December 31, 2025, Mr. Portnoy beneficially owned, in aggregate, 1.2% of our outstanding common shares and Mr. Portnoy is the controlling shareholder of Sonesta, and we own 34% of Sonesta’s outstanding common stock. Our executive officers also own equity investments in other companies to which RMR or its subsidiaries provide management services. These multiple responsibilities, relationships and cross ownerships may give rise to conflicts of interest or the perception of such conflicts of interest with respect to matters involving us, RMR Inc., RMR, our Managing Trustees, the other companies to which RMR or its subsidiaries provide management services and their related parties. Conflicts of interest or the perception of conflicts of interest could have a material adverse impact on our reputation, business and the market price of our common shares and other securities and we may be subject to increased risk of litigation as a result. In our management agreements with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to our policies and objectives and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR. Accordingly, we may lose investment opportunities to, and may compete for tenants with, other businesses managed by RMR or its subsidiaries. We cannot be sure that our Code of Conduct or our governance guidelines, or other procedural protections we adopt will be sufficient to enable us to identify, adequately address or mitigate actual or alleged conflicts of interest or ensure that our transactions with related persons are made on terms that are at least as favorable to us as those that would have been obtained with an unrelated person. Our management agreements with RMR were not negotiated on an arm’s length basis and their fee and expense structure may not create proper incentives for RMR, which may increase the risk of an investment in our common shares. As a result of our relationships with RMR and its current and former controlling shareholder(s), our management agreements with RMR were not negotiated on an arm’s length basis between unrelated parties, and therefore, while such agreements were negotiated with the use of a special committee and disinterested Trustees, the terms, including the fees payable to RMR, may be different from those negotiated on an arm’s length basis between unrelated parties. Our property management fees are calculated based on rents we receive and we also pay RMR construction supervision fees for construction at our properties overseen and managed by RMR, and our base business management fee is calculated based upon the lower of the historical costs of our real estate investments and our market capitalization. We pay RMR substantial base management fees regardless of our financial results. These fee arrangements could incentivize RMR to pursue acquisitions, capital transactions, tenancies and construction projects or to avoid disposing of our assets in order to increase or maintain its management fees and might reduce RMR’s incentive to devote its time and effort to seeking investments that provide attractive returns for us. If we do not effectively manage our investment, disposition and capital transactions and leasing, construction and other property management activities, we may pay increased management fees without proportional benefits to us. In addition, we are obligated under our management agreements to reimburse RMR for employment and related expenses of RMR’s employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR’s 41
Page 46
Table of Contents centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed. We are also required to pay for third party costs incurred with respect to us. Our obligation to reimburse RMR for certain of its costs and to pay third party costs may reduce RMR’s incentive to efficiently manage those costs, which may increase our costs. The termination of our management agreements with RMR may require us to pay a substantial termination fee, including in the case of a termination for unsatisfactory performance, which may limit our ability to end our relationship with RMR. The terms of our management agreements with RMR automatically extend on December 31 of each year so that such terms thereafter end on the 20th anniversary of the date of the extension. We have the right to terminate these agreements: (1) at any time on 60 days’ written notice for convenience, (2) immediately upon written notice for cause, as defined in the agreements, (3) on written notice given within 60 days after the end of any applicable calendar year for a performance reason, as defined in the agreements, and (4) by written notice during the 12 months following a manager change of control, as defined in the agreements. However, if we terminate a management agreement for convenience, or if RMR terminates a management agreement with us for good reason, as defined in such agreement, we are obligated to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined in the applicable agreement, payable to RMR for the term that was remaining before such termination, which, depending on the time of termination, would be between 19 and 20 years. Additionally, if we terminate a management agreement for a performance reason, as defined in the agreement, we are obligated to pay RMR the termination fee calculated as described above, but assuming a remaining term of ten years. These provisions substantially increase the cost to us of terminating the management agreements without cause, which may limit our ability to end our relationship with RMR as our manager. The payment of the termination fee could have a material adverse effect on our financial condition, including our ability to pay distributions to our shareholders. Our management arrangements with RMR may discourage a change of control of us. Our management agreements with RMR have continuing 20 year terms that renew annually. As noted in the preceding risk factor, if we terminate either of these management agreements other than for cause or upon a change of control of our manager, we are obligated to pay RMR a substantial termination fee. For these reasons, our management agreements with RMR may discourage a change of control of us, including a change of control which might result in payment of a premium for our common shares. Our business dealings with Sonesta comprise a significant part of our lodging portfolio and they may create conflicts of interest or the perception of such conflicts of interest. Sonesta managed 69 of our hotels as of December 31, 2025. Sonesta is controlled by Adam D. Portnoy. Mr. Portnoy is the sole director of Sonesta, and John G. Murray, an officer and employee of RMR, is Sonesta’s president and chief executive officer. Mr. Murray will resign from his positions with Sonesta and RMR, effective March 31, 2026. Jeffrey C. Leer has been appointed a co-chief executive officer of Sonesta, effective April 1, 2026. Other officers and employees of Sonesta are former employees of RMR. We own 34% of Sonesta’s outstanding common stock. The historical and continuing relationships which we, RMR and Mr. Portnoy have with Sonesta could create, or appear to create, conflicts of interest with respect to matters involving us, the other companies to which RMR or its subsidiaries provide management services and their related parties. As a result of these relationships, our agreements with Sonesta were not negotiated on an arm’s length basis between unrelated parties, and therefore, while such agreements were negotiated with the use of a special committee and disinterested Trustees, their terms may be different from those negotiated on an arm’s length basis between unrelated parties. Conflicts of interest or the perception of conflicts of interest could have a material adverse impact on our reputation, business and the market price of our common shares and other securities and we may be subject to increased risk of litigation as a result. We may not realize the benefits we expect from our investment in Sonesta. We own 34% of Sonesta’s outstanding common stock. Risks that we have identified elsewhere in this Risk Factors section, particularly those relating to the hotel industry, are applicable to our ownership of Sonesta common stock. In addition, Sonesta is a private company that is controlled by Adam D. Portnoy, one of our Managing Trustees. We have a minority ownership interest in Sonesta, and are therefore limited in our ability to direct or influence Sonesta’s corporate level decisions or to affect changes in Sonesta’s business, strategies, operations and management. In addition, Sonesta’s common stock is not publicly traded and our ability to sell our Sonesta shares is limited. Further, any attempt we may make to sell our Sonesta common stock may be unsuccessful and any price that we may be able to realize for our Sonesta common stock may be at a discount due to the minority ownership interest the stock represents and the absence of a trading market for Sonesta’s common stock. As a result of the foregoing, and for other possible reasons, we may not realize any of the benefits we currently expect from our ownership of 42
Page 47
Table of Contents Sonesta common stock, we may be prevented from selling our Sonesta common stock and we could incur losses from our ownership of Sonesta common stock, including our proportion of any operating or other losses that Sonesta may incur. We are party to transactions with related parties that may increase the risk of allegations of conflicts of interest. We are party to transactions with related parties, including with entities controlled by Adam D. Portnoy or to which RMR or its subsidiaries provide management services. Our agreements with related parties or in respect of transactions among related parties may not be on terms as favorable to us as they would have been if they had been negotiated among unrelated parties. Our shareholders or the shareholders of RMR Inc. or other related parties may challenge any such related party transactions. If any challenges to related party transactions were to be successful, we might not realize the benefits expected from the transactions being challenged. Moreover, any such challenge could result in substantial costs and a diversion of our management’s attention, could have a material adverse effect on our reputation, business and growth and could adversely affect our ability to realize the benefits expected from the transactions, whether or not the allegations have merit or are substantiated. We may be at an increased risk for dissident shareholder activities due to perceived conflicts of interest arising from our management structure and relationships. Companies with business dealings with related persons and entities may more often be the target of dissident shareholder trustee nominations, dissident shareholder proposals and shareholder litigation alleging conflicts of interest in their business dealings. The various relationships noted above may precipitate such activities. Certain proxy advisory firms which have significant influence over the voting by shareholders of public companies have, in the past, recommended, and in the future may recommend, that shareholders vote against the election of our incumbent Trustees, vote against our say on pay vote or other management proposals or vote for shareholder proposals that we oppose. These recommendations by proxy advisory firms have affected the outcomes of past Board of Trustees elections and votes on our say on pay and other shareholder votes, and similar recommendations in the future would likely affect the outcome of future Board of Trustees elections and other shareholder votes, which may increase shareholder activism and litigation. These activities, if instituted against us, could result in substantial costs and diversion of our management’s attention and could have a material adverse impact on our reputation and business. Risks Related to Our Organization and Structure We may change our operational, financing and investment policies without shareholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations. Our Board of Trustees determines our operational, financing and investment policies and may amend or revise our policies, including our policies with respect to our intention to remain qualified for taxation as a REIT, acquisitions, dispositions, growth, operations, indebtedness, capitalization and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our shareholders. Policy changes could adversely affect the market price of our common shares and our ability to pay distributions to our shareholders. Further, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur; however, provisions in our debt agreements may limit us from incurring additional debt. Our Board of Trustees may alter or eliminate our current policy on borrowing at any time without shareholder approval. If this policy changes, we could become more highly leveraged, which could result in an increase in our debt service costs or a downgrade in our credit ratings. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Ownership limitations and certain provisions in our declaration of trust, bylaws and agreements, as well as certain provisions of Maryland law, may deter, delay or prevent a change in our control or unsolicited acquisition proposals. Our declaration of trust and bylaws prohibit any shareholder, other than RMR and its affiliates (as defined under Maryland law) and certain persons who have been exempted by our Board of Trustees, from owning, directly and by attribution, more than 9.8% of the number or value of shares (whichever is more restrictive) of any class or series of our outstanding shares of beneficial interest, including our common shares. These restrictions in our declaration of trust and bylaws are intended to, among other purposes, assist with our REIT compliance under the IRC. Further, our bylaws contain provisions that generally prohibit shareholders from owning more than 5% (in value or in number of shares, whichever is more restrictive) of any class or series of our outstanding shares, including our common shares. This ownership limitation in our bylaws is intended to help us preserve our ability to use our net operating losses and other tax benefits to reduce our future taxable income. We also believe these restrictions in our declaration of trust and bylaws promote orderly governance. However, these restrictions may also inhibit acquisitions of a significant stake in us and may deter, delay or prevent a change in control of us or unsolicited 43
Page 48
Table of Contents acquisition proposals that a shareholder may consider favorable. Additionally, provisions contained in our declaration of trust and bylaws or under Maryland law may have a similar impact, including, for example, provisions relating to: • limitations on shareholder voting rights with respect to certain actions that are not approved by our Board of Trustees; • the authority of our Board of Trustees, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on our Board of Trustees; • shareholder voting standards which require a supermajority of shares for approval of certain actions; • the fact that only our Board of Trustees, or, if there are no Trustees, our officers, may call shareholder meetings and that shareholders are not entitled to act without a meeting; • required qualifications for an individual to serve as a Trustee and a requirement that certain of our Trustees be “Managing Trustees” and other Trustees be “Independent Trustees,” as defined in our governing documents; • limitations on the ability of our shareholders to propose nominees for election as Trustees and propose other business to be considered at a meeting of our shareholders; • limitations on the ability of our shareholders to remove our Trustees; • requirements that shareholders comply with regulatory requirements (including Nevada and Louisiana gaming) affecting us which could effectively limit share ownership of us, including, in some cases, to 5% of our outstanding shares; • the authority of our Board of Trustees to create and issue new classes or series of shares (including shares with voting rights and other rights and privileges that may deter a change in control) and issue additional common shares; • restrictions on business combinations between us and an interested shareholder that have not first been approved by our Board of Trustees (including a majority of Trustees not related to the interested shareholder); and • the authority of our Board of Trustees, without shareholder approval, to implement certain takeover defenses. As changes occur in the marketplace for corporate governance policies, the above provisions may change, be removed, or new ones may be added. Certain aspects of our business may prevent shareholders from accumulating a large stake in us, from nominating or serving as our Trustees, or from taking actions to otherwise control our business. Certain of our properties include gambling operations. Applicable state laws require that any shareholder who owns or controls 5% or more of our securities or anyone who wishes to serve as one of our Trustees must be licensed or approved by the state regulators responsible for gambling operations. These approval procedures may discourage or prevent investors from purchasing our securities, from nominating persons to serve as our Trustees or from taking other actions. Our rights and the rights of our shareholders to take action against our Trustees and officers are limited. Our declaration of trust limits the liability of our Trustees and officers to us and our shareholders for money damages to the maximum extent permitted under Maryland law. Under current Maryland law, our Trustees and officers will not have any liability to us and our shareholders for money damages other than liability resulting from: • actual receipt of an improper benefit or profit in money, property or services; or • active and deliberate dishonesty by the Trustee or officer that was established by a final judgment as being material to the cause of action adjudicated. Our declaration of trust and indemnification agreements require us to indemnify, to the maximum extent permitted by Maryland law, any present or former Trustee or officer who is made or threatened to be made a party to a proceeding by reason of his or her service in these and certain other capacities. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former Trustees and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result of these limitations on liability and indemnification obligations, we and our shareholders may have more limited rights against our present and former Trustees and officers than might exist with other 44
Page 49
Table of Contents companies, which could limit shareholder recourse in the event of actions which some shareholders may believe are not in our best interest. Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our Trustees, officers, managers or other agents. Our bylaws currently provide that other than any action arising under the Securities Act, the Circuit Court for Baltimore City, Maryland will be the sole and exclusive forum for: (1) any Internal Corporate Claim, as such term is defined under the Maryland General Corporation Law; (2) any derivative action or proceeding brought on our behalf; (3) any action asserting a claim for breach of a fiduciary duty owed by any of our Trustees, officers, managers or other agents to us or our shareholders; (4) any action asserting a claim against us or any of our Trustees, officers, managers or other agents arising pursuant to Maryland law, our declaration of trust or bylaws, including any disputes, claims or controversies brought by or on behalf of a shareholder, either on such shareholder’s own behalf, on our behalf or on behalf of any series or class of shares of beneficial interest of ours or by our shareholders against us or any of our Trustees, officers, managers or other agents, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of our declaration of trust or bylaws; and (5) any action asserting a claim against us or any of our Trustees, officers, managers or other agents that is governed by the internal affairs doctrine of the State of Maryland. Our bylaws currently also provide that the Circuit Court for Baltimore City, Maryland will be the sole and exclusive forum for any dispute, or portion thereof, regarding the meaning, interpretation or validity of any provision of our declaration of trust or bylaws. The exclusive forum provision of our bylaws does not apply to any action for which the Circuit Court for Baltimore City, Maryland does not have jurisdiction. Unless we otherwise consent in writing, the sole and exclusive forum for claims that arise under the Securities Act is the federal district courts of the United States, to the fullest extent permitted by law. Any person or entity purchasing or otherwise acquiring or holding any interest in our shares of beneficial interest shall be deemed to have notice of and to have consented to these provisions of our bylaws, as they may be amended from time to time. The exclusive forum provisions of our bylaws may limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for disputes with us or our Trustees, officers, managers or other agents, which may discourage lawsuits against us and our Trustees, officers, managers or other agents. Disputes with RMR may be referred to mandatory arbitration proceedings, which follow different procedures than in-court litigation and may be more restrictive to those asserting claims than in-court litigation. Our agreements with RMR provide that any dispute arising thereunder will be referred to mandatory, binding and final arbitration proceedings if we, or any other party to such dispute, unilaterally so demands. As a result, we and our shareholders would not be able to pursue litigation in state or federal court against RMR if we or any other parties against whom the claim is made unilaterally demands the matter be resolved by arbitration. In addition, the ability to collect attorneys’ fees or other damages may be limited in the arbitration proceedings, which may discourage attorneys from agreeing to represent parties wishing to bring such litigation. Risks Related to Our Taxation Our failure to remain qualified for taxation as a REIT under the IRC or the loss of our other special tax statuses could have significant adverse consequences. As a REIT, we generally do not pay federal or most state income taxes as long as we distribute all of our REIT taxable income and meet other qualifications set forth in the IRC. However, actual qualification for taxation as a REIT under the IRC depends on our satisfying complex statutory requirements, for which there are only limited judicial and administrative interpretations. We believe that we have been organized and have operated, and will continue to be organized and to operate, in a manner that qualified and will continue to qualify us to be taxed as a REIT under the IRC. However, we cannot be sure that the IRS, upon review or audit, will agree with this conclusion. Furthermore, we cannot be sure that the federal government, or any state or other taxation authority, will continue to afford favorable income tax treatment to REITs and their shareholders. Maintaining our qualification for taxation as a REIT under the IRC will require us to continue to satisfy tests concerning, among other things, the nature of our assets, the sources of our income and the amounts we distribute to our shareholders. In order to meet these requirements, it may be necessary for us to sell or forgo attractive investments. If we cease to qualify for taxation as a REIT under the IRC, then our ability to raise capital might be adversely affected, we will be in breach under our credit agreement, we may be subject to material amounts of federal and state income taxes, our cash available for distribution to our shareholders could be reduced, and the market price of our common shares could decline. In 45
Page 50
Table of Contents addition, if we lose or revoke our qualification for taxation as a REIT under the IRC for a taxable year, we will generally be prevented from requalifying for taxation as a REIT for the next four taxable years. Similarly, under existing law and through available tax concessions, we have minimized the Canadian and Puerto Rican income taxes that we must pay. We believe that we have operated, and are operating, in compliance with the requirements of these laws and tax concessions. However, we cannot be sure that, upon review or audit, the local tax authority will agree. If the existing laws or concessions are unavailable to us in the future, then we may be subject to material amounts of income taxes and the market price of our common shares could decline. Distributions to shareholders generally will not qualify for reduced tax rates applicable to “qualified dividends.” Dividends payable by U.S. corporations to noncorporate shareholders, such as individuals, trusts and estates, are generally eligible for reduced federal income tax rates applicable to “qualified dividends.” Distributions paid by REITs generally are not treated as “qualified dividends” under the IRC and the reduced rates applicable to such dividends do not generally apply. However, REIT dividends paid to noncorporate shareholders are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the IRC for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate “qualified” dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of our common shares. REIT distribution requirements could adversely affect us and our shareholders. We generally must distribute annually at least 90% of our REIT taxable income, subject to specified adjustments and excluding any net capital gain, in order to maintain our qualification for taxation as a REIT under the IRC. To the extent that we satisfy this distribution requirement, federal corporate income tax will not apply to the earnings that we distribute, but if we distribute less than 100% of our REIT taxable income, then we will be subject to federal corporate income tax on our undistributed taxable income. We intend to pay distributions to our shareholders to comply with the REIT requirements of the IRC. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our shareholders in a calendar year is less than a minimum amount specified under federal tax laws. From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared in accordance with U.S. generally accepted accounting principles, or GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. If we do not have other funds available in these situations, among other things, we may borrow funds on unfavorable terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions in order to pay distributions sufficient to enable us to distribute enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our shareholders’ equity. Thus, compliance with the REIT distribution requirements may hinder our ability to grow, which could cause the market price of our common shares to decline. Even if we remain qualified for taxation as a REIT under the IRC, we may face other tax liabilities that reduce our cash flow. Even if we remain qualified for taxation as a REIT under the IRC, we may be subject to federal, state and local taxes on our income and assets, including taxes on any undistributed income, excise taxes, state or local income, property and transfer taxes and other taxes. Also, some jurisdictions may in the future limit or eliminate favorable income tax deductions, including the dividends paid deduction, which could increase our income tax expense. In addition, in order to meet the requirements for qualification and taxation as a REIT under the IRC, prevent the recognition of particular types of non-cash income, or avert the imposition of a 100% tax that applies to specified gains derived by a REIT from dealer property or inventory, we may hold or dispose of some of our assets and conduct some of our operations through our TRSs or other subsidiary corporations that will be subject to corporate level income tax at regular rates. In addition, while we intend that our transactions with our TRSs will be conducted on arm’s length bases, we may be subject to a 100% excise tax on a transaction that the IRS or a court determines was not conducted at arm’s length. Any of these taxes would decrease cash available for distribution to our shareholders. If arrangements involving our TRSs fail to comply as intended with the REIT qualification and taxation rules, we may fail to qualify for taxation as a REIT under the IRC or be subject to significant penalty taxes. We lease all of our hotel properties to our TRSs pursuant to arrangements that, under the IRC, are intended to qualify the rents we receive from our TRSs as income that satisfies the REIT gross income tests. We also intend that our transactions with our TRSs be conducted on arm’s length bases so that we and our TRSs will not be subject to penalty taxes under the IRC 46
Page 51
Table of Contents applicable to mispriced transactions. While relief provisions can sometimes excuse REIT gross income test failures, significant penalty taxes may still be imposed. For our TRS arrangements to comply as intended with the REIT qualification and taxation rules under the IRC, a number of requirements must be satisfied, including: • our TRSs may not directly or indirectly operate or manage a lodging facility, as defined by the IRC; • the leases to our TRSs must be respected as true leases for federal income tax purposes and not as service contracts, partnerships, joint ventures, financings or other types of arrangements; • the leased properties must constitute qualified lodging facilities (including customary amenities and facilities) under the IRC; • our leased properties must be managed and operated on behalf of the TRSs by independent contractors who are less than 35% affiliated with us and who are actively engaged (or have affiliates so engaged) in the trade or business of managing and operating qualified lodging facilities for any person unrelated to us; and • the rental and other terms of the leases must be arm’s length. We cannot be sure that the IRS or a court will agree with our assessment that our TRS arrangements comply as intended with REIT qualification and taxation rules. If arrangements involving our TRSs fail to comply as we intended, we may fail to qualify for taxation as a REIT under the IRC or be subject to significant penalty taxes. Legislative or other actions affecting REITs could materially and adversely affect us and our shareholders. The rules dealing with U.S. federal, state, local and foreign taxation are constantly under review by persons involved in the legislative process and by the IRS, the U.S. Department of the Treasury and other taxation authorities. Changes to the tax laws, with or without retroactive application, could materially and adversely affect us and our shareholders. We cannot predict how changes in the tax laws might affect us or our shareholders. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to remain qualified for taxation as a REIT or the tax consequences of such qualification to us and our shareholders. Risks Related to Our Securities Our quarterly cash distribution rate on our common shares is currently $0.01 per common share and future distributions may remain at this level for an indefinite period or be eliminated and the form of payment could change. Beginning with the fourth quarter of 2024, we reduced our quarterly cash distribution rate on our common shares to $0.01 per common share in order to improve our liquidity. We intend to continue to pay regular quarterly distributions to our shareholders at this rate for an indefinite period, subject to applicable REIT tax requirements; however: • our ability to pay distributions to our shareholders or sustain the rate of distributions may continue to be adversely affected if any of the risks described in this Annual Report on Form 10-K occur, including any negative impact caused by current market and economic conditions, such as uncertainties surrounding interest rates and inflation, changing tariffs and trade policies and related uncertainty, and economic downturns or a possible recession, on our business, results of operations and liquidity; • our payment of distributions is subject to restrictions contained in our debt agreements and may be subject to restrictions in future debt obligations we may incur; during the continuance of any event of default under our debt agreements, we may be limited or, in some cases, prohibited from paying distributions to our shareholders; and • the timing and amount of any distributions will be determined at the discretion of our Board of Trustees and will depend on various factors that our Board of Trustees deems relevant, including, but not limited to, our funds from operations, or FFO, and our normalized funds from operations, or Normalized FFO, requirements to maintain our qualification for taxation as a REIT, limitations in our debt agreements, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and our dividend yield compared to the dividend yields of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. For these reasons, among others, our distribution rate may not increase for an indefinite period or we may cease paying distributions to our shareholders. 47
Page 52
Table of Contents Further, in order to preserve liquidity, we may elect to, in part, pay distributions to our shareholders in a form other than cash, such as issuing additional common shares to our shareholders, as permitted by the applicable tax rules. The Notes and the Guarantees are structurally subordinated to the payment of all indebtedness and other liabilities of our subsidiaries that do not guarantee the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes. We are the sole obligor on our senior secured notes due 2027, or the 2027 Secured Notes, our 8.625% senior secured notes due 2031, or the 2031 Notes, our outstanding senior unsecured notes, including our 5.50% senior notes due 2027, or the 2027 Unsecured Notes, our 8.375% senior guaranteed unsecured notes due 2029, or the 2029 Notes, or our 8.875% senior guaranteed unsecured notes due 2032, or the 2032 Notes, and any notes or other debt securities we may issue in the future, or, together with the 2027 Secured Notes, 2031 Notes and our outstanding senior unsecured notes, the Notes. Our subsidiaries that guarantee the Notes are the sole obligors on the guarantees of such notes, or the Guarantees. The subsidiaries that guarantee the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes do not currently guarantee any of our other Notes. Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the Notes or the Guarantees, or to make any funds available therefor, whether by dividend, distribution, loan or other payments. The rights of holders of the Notes to benefit from any of the assets of our non- guarantor subsidiaries are subject to the prior satisfaction of claims of our non-guarantor subsidiaries’ creditors. As a result, the Notes and the Guarantees are, and, except to the extent that future Notes are guaranteed by our non-guarantor subsidiaries, will be, structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes, including guarantees of or pledges under other indebtedness of ours, payment obligations under lease agreements, trade payables and preferred equity. As of December 31, 2025, our non-guarantor subsidiaries had total indebtedness and other liabilities of approximately $832.5 million (including guarantees of other indebtedness and trade payables, but excluding liabilities to us or a subsidiary guarantor), which are structurally senior to the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes. The Notes and the Guarantees, other than the 2027 Secured Notes and the 2031 Notes and the related Guarantees, are unsecured and effectively subordinated to all of our and the subsidiary guarantors’ existing and future secured debt to the extent of the value of the assets securing such indebtedness. The outstanding Notes and Guarantees, other than the 2027 Secured Notes and the 2031 Notes and the related Guarantees, or the Unsecured Notes and Guarantees, are not secured and any Notes we may issue in the future may not be secured. Upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our secured debt, including debt under our credit agreement, the 2027 Secured Notes, the 2031 Notes and our $604.7 million in aggregate principal amount of net lease mortgage notes (to the extent such debt remains outstanding and is still then secured), will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt and to be paid in full, from the assets securing that secured debt before any payment may be made with respect to the Unsecured Notes that are not secured by those assets. In that event, because the Unsecured Notes and Guarantees will not be secured by any of our assets, it is possible that there will be no assets from which claims of holders of such Unsecured Notes can be satisfied or, if any assets remain, that the remaining assets will be insufficient to satisfy those claims in full. If the value of such remaining assets is less than the aggregate outstanding principal amount of such Unsecured Notes and accrued interest and all future debt ranking equally with such Unsecured Notes and Guarantees, we will be unable to fully satisfy our obligations under such Unsecured Notes. In addition, if we fail to meet our payment or other obligations under our secured debt, the holders of that secured debt would be entitled to foreclose on our assets securing that secured debt and liquidate those assets. Accordingly, we may not have sufficient funds to pay amounts due on such Unsecured Notes. As a result, note holders may lose a portion or the entire value of their investment in such Unsecured Notes. Further, the terms of the outstanding Unsecured Notes and Guarantees permit, and the terms of any Notes we may issue in the future may permit, us to incur additional secured debt subject to compliance with certain debt ratios. The Unsecured Notes and Guarantees will be effectively subordinated to any such additional secured debt. As of February 23, 2026, our secured debt included our $649.3 million in aggregate principal amount of net lease mortgage notes, $1.6 billion in principal amount of senior secured notes and no borrowings outstanding under our revolving credit facility. Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of notes to return payments received from guarantors. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the Guarantees and the related liens, if applicable (or any future Notes that are guaranteed by our subsidiaries), could be voided, or claims in respect of a guarantee and the related lien, if applicable, could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee and related lien, if applicable: 48
Page 53
Table of Contents • received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee or granting of such lien, if applicable; • was insolvent or rendered insolvent by reason of such incurrence; • was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or • intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if: • the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; • the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or • it could not pay its debts as they become due. We cannot be sure as to what standard a court would apply in making these determinations. In addition, each Guarantee contains, and any future guarantees may contain, a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the Guarantees or any future guarantees from being voided under fraudulent transfer laws, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless. There is no public market for the Notes, and one may not develop, be maintained or be liquid. We have not applied for listing of the Notes on any securities exchange or for quotation on any automatic dealer quotation system, and we may not do so for Notes issued in the future. We cannot be sure of the liquidity of any market that may develop for such Notes, the ability of any holder to sell such Notes or the price at which holders would be able to sell such Notes. If a market for such Notes does not develop, holders may be unable to resell such Notes for an extended period of time, if at all. If a market for such Notes does develop, it may not continue or it may not be sufficiently liquid to allow holders to resell such Notes. Consequently, holders of the Notes may not be able to liquidate their investment readily, and lenders may not readily accept such Notes as collateral for loans. The Notes may trade at a discount from their initial issue price or principal amount, depending upon many factors, including prevailing interest rates, the ratings assigned by rating agencies, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects. Any decline in market prices, regardless of cause, may adversely affect the liquidity and trading markets for the Notes. Downgrades in our credit ratings could materially adversely affect the market price of the Notes and may increase our cost of capital. The outstanding Notes are rated by two rating agencies and any Notes we may issue in the future may be rated by one or more rating agencies. These credit ratings are continually reviewed by rating agencies and may change at any time based upon, among other things, our results of operations and financial condition. Negative changes in the ratings assigned to our debt securities could have an adverse effect on the market price of the Notes and our cost and availability of capital, which could in turn have a material adverse effect on our results of operations and our ability to satisfy our debt service obligations. Some or all of the Guarantees may be released automatically. A subsidiary guarantor may be released from its Guarantee under certain circumstances. Such release may occur at any time upon a sale, disposition or transfer, in compliance with the provisions of the indentures and related supplements governing the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes, of the capital stock of such subsidiary guarantor or of substantially all of the assets of such subsidiary guarantor, or if such subsidiary guarantor 49
Page 54
Table of Contents becomes an Excluded Subsidiary or a Foreign Subsidiary, as such terms are defined in the applicable indenture or supplemental indenture. In addition, if the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes have a rating equal to or higher than Baa2 (or the equivalent) by Moody’s Investor Services, or Moody’s, BBB (or the equivalent) by Standard & Poor’s Ratings Services, or S&P, or, additionally in the case of the 2027 Secured Notes, BBB (or the equivalent) by Fitch Ratings, Inc., and at such time no default or event of default under the indenture and related supplements governing the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes has occurred and is continuing, the Guarantees and all other obligations of the subsidiary guarantors under the indenture will automatically terminate and be released. Accordingly, the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes may not at all times be guaranteed by some or all of the subsidiaries which guaranteed the 2027 Secured Notes, the 2027 Unsecured Notes, the 2029 Notes, the 2031 Notes and the 2032 Notes on the date they were initially issued. Failure of our subsidiaries to make required payments on borrowings secured by a significant portion of our assets could materially and adversely affect us. A significant portion of our investment portfolio consists of assets owned by our consolidated, bankruptcy remote, special purpose entity subsidiaries that have been pledged to secure the long ‑ term borrowings of those subsidiaries. As of December 31, 2025, the total outstanding principal balance of non ‑ recourse debt obligations of our consolidated special purpose entity subsidiaries was $649.7 million and assets with approximately $751.5 million undepreciated carrying value held by those subsidiaries had been pledged to secure such borrowings. We or our other consolidated subsidiaries are the equity owners of these special purpose entities, meaning we are entitled to the excess cash flows after debt service and all other required payments are made on the debt of these entities. If our subsidiaries fail to make the required payments on such indebtedness, distributions of excess cash flows to us may be reduced or suspended and the indebtedness may become immediately due and payable. If the subsidiaries are unable to pay the accelerated indebtedness, the pledged assets could be foreclosed upon and distributions of excess cash flows to us may be suspended or terminated, which could have a material adverse impact on us. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity We rely on the information technology and systems maintained by our managers, including RMR, and rely on our managers to identify and manage material risks from cybersecurity threats. RMR and our hotel managers take various actions and incur significant costs, to maintain and protect the operation and security of information technology and systems, including the data maintained in those systems. Our Audit Committee oversees cybersecurity matters, including the material risks related thereto, and regularly receives updates from RMR’s chief information officer regarding the development and advancement of its cybersecurity strategy, as well as the related risks. In the event of a cybersecurity incident, RMR has a detailed incident response plan in place for contacting authorities and informing key stakeholders, including our management. We have not been materially affected and do not believe we are reasonably likely to be materially affected by any risks from cybersecurity threats, including as a result of previous incidents. 50
Page 55
Table of Contents Item 2. Properties At December 31, 2025, we owned 760 service-focused retail net lease properties and 94 hotels. The following tables summarize certain information about our properties as of December 31, 2025 (dollars in thousands): Net Lease Hotels All Properties Location ofProperties Number ofProperties UndepreciatedCarrying Value DepreciatedCarrying Value Number ofProperties UndepreciatedCarrying Value DepreciatedCarrying Value TotalNumber ofProperties TotalUndepreciatedCarrying Value TotalDepreciatedCarrying Value Held and Used: United States: Alabama 33 $ 103,595 $ 74,208 — $ — $ — 33 $ 103,595 $ 74,208 Alaska 1 4,209 2,124 — — — 1 4,209 2,124 Arizona 25 178,282 124,943 4 78,836 54,741 29 257,118 179,684 Arkansas 21 89,090 62,327 — — — 21 89,090 62,327 California 22 206,531 163,450 19 783,908 524,851 41 990,439 688,301 Colorado 9 89,154 69,604 2 113,626 81,193 11 202,780 150,797 Connecticut 3 16,774 8,645 — — — 3 16,774 8,645 Delaware — — — — — — — — — Florida 48 196,608 148,510 7 404,134 324,265 55 600,742 472,775 Georgia 70 201,010 146,591 6 249,492 173,735 76 450,502 320,326 Hawaii — — — 1 126,098 62,589 1 126,098 62,589 Idaho 2 16,585 12,442 — — — 2 16,585 12,442 Illinois 54 216,082 159,878 4 303,173 222,983 58 519,255 382,861 Indiana 40 177,162 125,089 1 16,825 11,053 41 193,987 136,142 Iowa 7 21,388 16,352 — — — 7 21,388 16,352 Kansas 5 34,301 26,943 1 16,547 10,435 6 50,848 37,378 Kentucky 13 54,193 36,208 — — — 13 54,193 36,208 Louisiana 12 88,160 59,155 1 194,484 136,690 13 282,644 195,845 Maryland 8 49,447 31,857 1 57,763 35,697 9 107,210 67,554 Massachusetts — — — 2 179,411 132,315 2 179,411 132,315 Michigan 51 95,372 61,569 1 15,473 10,101 52 110,845 71,670 Minnesota 10 62,990 46,361 1 77,486 63,248 11 140,476 109,609 Mississippi 9 29,072 21,065 — — — 9 29,072 21,065 Missouri 24 87,088 57,432 1 117,240 89,153 25 204,328 146,585 Nebraska 5 23,277 12,428 — — — 5 23,277 12,428 Nevada 6 137,591 94,274 1 30,495 19,707 7 168,086 113,981 New Hampshire 1 4,772 2,725 — — — 1 4,772 2,725 New Jersey 3 72,074 47,758 2 52,690 31,454 5 124,764 79,212 New Mexico 17 94,610 57,968 — — — 17 94,610 57,968 New York 8 42,095 24,880 1 91,768 62,612 9 133,863 87,492 North Carolina 15 49,948 35,811 2 64,792 48,736 17 114,740 84,547 North Dakota 1 3,476 2,487 — — — 1 3,476 2,487 Ohio 38 228,158 155,737 2 92,113 66,698 40 320,271 222,435 Oklahoma 12 65,001 49,596 — — — 12 65,001 49,596 Oregon 7 71,052 56,746 1 110,850 84,625 8 181,902 141,371 Pennsylvania 27 138,938 94,553 1 68,783 38,825 28 207,721 133,378 Rhode Island — — — 1 15,918 5,687 1 15,918 5,687 South Carolina 16 82,156 56,935 1 77,335 54,807 17 159,491 111,742 Tennessee 35 104,786 74,664 3 98,019 37,902 38 202,805 112,566 Texas 57 354,396 245,600 5 144,178 83,297 62 498,574 328,897 Utah 3 12,122 7,116 1 68,346 32,025 4 80,468 39,141 Virginia 18 67,416 46,823 4 74,784 40,067 22 142,200 86,890 Washington 4 19,740 15,446 3 132,508 91,748 7 152,248 107,194 West Virginia 5 12,778 8,734 — — — 5 12,778 8,734 Wisconsin 8 15,960 11,906 — — — 8 15,960 11,906 Wyoming 6 53,183 31,033 — — — 6 53,183 31,033 759 3,670,622 2,587,973 80 3,857,075 2,631,239 839 7,527,697 5,219,212 Washington, DC — — — 1 152,617 130,488 1 152,617 130,488 Ontario, Canada — — — 2 57,867 30,707 2 57,867 30,707 Puerto Rico — — — 1 210,851 125,659 1 210,851 125,659 — — — 4 421,335 286,854 4 421,335 286,854 Total 759 $ 3,670,622 $ 2,587,973 84 $ 4,278,410 $ 2,918,093 843 $ 7,949,032 $ 5,506,066 51
Page 56
Table of Contents Net Lease Hotels All Properties Location ofProperties Number ofProperties UndepreciatedCarrying Value DepreciatedCarrying Value Number ofProperties UndepreciatedCarrying Value DepreciatedCarrying Value Total Numberof Properties TotalUndepreciatedCarrying Value TotalDepreciatedCarryingValue Held For Sale: Arizona — — — 1 13,322 3,677 1 13,322 3,677 Delaware — — — 1 15,064 11,660 1 15,064 11,660 Georgia — — — 1 8,256 4,906 1 8,256 4,906 Massachusetts — — — 2 39,104 22,896 2 39,104 22,896 Michigan — — — 1 14,383 7,607 1 14,383 7,607 New Jersey — — — 2 34,935 16,771 2 34,935 16,771 Ohio — — — 1 16,906 14,076 1 16,906 14,076 Tennessee 1 1,067 573 — — — 1 1,067 573 West Virginia — — — 1 10,714 5,026 1 10,714 5,026 Total 1 $ 1,067 $ 573 10 $ 152,684 $ 86,619 11 $ 153,751 $ 87,192 760 $ 3,671,689 $ 2,588,546 94 $ 4,431,094 $ 3,004,712 854 $ 8,102,783 $ 5,593,258 As of December 31, 2025, 314 of our net lease properties with an aggregate undepreciated carrying value of $751.5 million were encumbered by mortgage notes with an aggregate principal balance of $649.7 million, 70 of our net lease travel center properties with an aggregate undepreciated carrying value of $739.2 million secured our $1.0 billion senior secured notes, and 36 of our travel center properties with an aggregate undepreciated carrying value of $413.9 million secured our $580.2 million in aggregate principal amount at maturity of zero coupon senior secured notes. In addition, 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated carrying value of $890.4 million secured our revolving credit facility. For further information regarding our mortgage notes, senior secured notes, and revolving credit facility, see Note 6 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. At December 31, 2025, 13 of our net lease properties and eight of our hotels were on land we leased partially or entirely from unrelated third parties. The average remaining term of the ground leases (including renewal options) for these net lease and hotel properties is approximately 18 years (range of six years to 39 years) and 37 years (range of nine years to 62 years), respectively. Ground rent payable under the ground leases for our net lease properties is generally a fixed amount, averaging $519 thousand per year. Ground rent payable under three of the hotel ground leases is generally calculated as a percentage of hotel revenues. Seven of the eight hotel ground leases require annual minimum rents averaging $365 thousand per year; future rent under one ground lease has been prepaid. Pursuant to the terms of our leases and management agreements, payments of ground lease obligations are generally made by our tenants and hotel managers. However, if a tenant or a hotel manager does not perform obligations under a ground lease or elects not to renew any ground lease, we might have to perform obligations under the ground lease or renew the ground lease in order to protect our investment in the affected property. Any pledge, sale or transfer of our interests in a ground lease may require the consent of the applicable ground lessor and its lenders. At December 31, 2025, the aggregate depreciated carrying value of our properties subject to ground leases was as follows (dollars in thousands): 13 net lease $ 43,522 Eight hotels 143,565 Total $ 187,087 (1) Three of these net lease properties with a depreciated carrying value totaling $21,247 are partially on land we lease from unrelated third parties. The leased land is generally used for additional parking or storm water runoff; however, certain building structures for one of these three net lease properties are located on leased land. We believe these three net lease properties would be operable without the leased land, although we would have to remove the part of the building structure that is located on the leased land and might replace that structure with a new building on land we own. (2) Two of these hotels with a depreciated carrying value totaling $54,056 are partially on land we lease from unrelated third parties. The leased land is generally used for parking. We believe these two hotels would be operable without the leased land. Item 3. Legal Proceedings From time to time, we may become involved in litigation matters incidental to the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, we are currently not a party to any litigation which we expect to have a material adverse effect on our business. Item 4. Mine Safety Disclosures Not applicable. (1) (2) 52
Page 57
Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares are traded on Nasdaq (symbol: SVC). As of February 23, 2026, there were 382 shareholders of record of our common shares, although there is a larger number of beneficial owners. Issuer purchases of equity securities. The following table provides information about our purchases of our equity securities during the quarter ended December 31, 2025: Calendar Month Number of SharesPurchased Average Price Paidper Share Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms Maximum ApproximateDollar Value of Sharesthat May Yet BePurchased Under thePlans or Programs December 1, 2025 - December 31, 2025 12,727 $ 1.88 — $ — (1) These common share withholdings and purchases were made to satisfy tax withholding and payment obligations of certain former employees of RMR and Sonesta in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates. Our current cash distribution rate to common shareholders is $0.01 per share per quarter, or $0.04 per share per year. However, the timing, amount and form of future distributions will be determined at the discretion of our Board of Trustees and will depend upon various factors that our Board of Trustees deems relevant, including, but not limited to, our FFO and our Normalized FFO, requirements to maintain our qualification for taxation as a REIT, limitations in our debt agreements, the availability to us of debt and equity capital, our dividend yield and our dividend yield compared to the dividend yields of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Therefore, we cannot be sure that we will continue to pay distributions in the future. Item 6. [Reserved] (1) 53
Page 58
Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included in Part IV, Item 15 of this Annual Report on Form 10-K. Overview (dollars in thousands, except per share amounts and per room hotel data) We are a REIT organized under the laws of the State of Maryland. As of December 31, 2025, we owned 854 properties in 46 states, the District of Columbia, Canada and Puerto Rico. Consumer confidence, corporate travel and lodging demand will continue to be affected by economic and market conditions, inflationary pressures, uncertainties surrounding interest rates, unemployment levels, work from home policies, use of technologies and broader economic trends. Increased labor costs and other price inflation may continue to negatively impact our hotel operations and the operations of our tenants. Further, recent announcements regarding tariffs on a wide variety of imports could impact the cost of products our operators use, such as furniture, equipment, materials and supplies sourced from outside the United States. An economic recession or continued or intensified disruptions in the financial markets could adversely affect our financial condition, operations at our hotels, our tenants and their ability or willingness to renew our leases or pay rent to us, may restrict our ability to obtain new or replacement financing, would likely increase our cost of capital, and may cause the values of our properties to decline. We previously identified 122 hotels with a total of 15,931 keys managed by Sonesta as of December 31, 2024 for disposition in 2025. As of December 31, 2025, we have sold 112 of these hotels with a total of 14,631 keys for a combined sales price of $858,752, excluding closing costs. From January 1, 2026 through February 23, 2026, we sold one hotel with 133 keys for a sales price of $7,100, excluding closing costs. We are at various stages of selling the remaining nine hotels with a total of 1,167 keys. Additionally, in January 2026 we began the marketing for sale of seven full service Sonesta hotels with a total of 2,010 keys. Following completion of the hotel sales, we expect to retain 52 hotels managed by Sonesta, or the Retained Hotels. In August 2025, we and Sonesta amended and restated our management agreements for the Retained Hotels and certain other hotels managed by Sonesta and waived any termination fees under the existing Sonesta management agreement associated with the sale of the 122 hotels. Our current strategy is focused on reducing debt, transitioning to a company with the majority of its properties being service-focused retail net lease properties through the growth of our net lease portfolio and improving the performance of the hotels we expect to retain after completing the sale of our previously announced dispositions. Leases and Management Agreements. At December 31, 2025, we owned 760 service-focused retail properties leased to 181 tenants subject to “triple net” leases, where the tenants are generally responsible for the payment of operating expenses and capital expenditures. At December 31, 2025, we also owned 94 hotels managed by four operators. We leased all of these hotels to our wholly owned TRSs that are managed by hotel operating companies as of that date. Our consolidated statements of comprehensive income (loss) include rental income and net lease operating expenses from our net lease properties and hotel operating revenues and hotel operating expenses of our managed hotels. Net Lease Portfolio. As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13,601,902 square feet leased to 181 tenants subject to “triple net” leases (where the tenants are responsible for payments of operating expenses and capital expenditures) requiring annual minimum rents of $390,051. Our net lease properties were 96.6% occupied as of December 31, 2025 with a weighted (by annual minimum rent) average lease term of 7.4 years, operating under 140 brands in 21 distinct industries. TA is our largest tenant and as of December 31, 2025, leased 175 of our travel centers under five master leases that expire in 2033 and require annual minimum rents of $264,262. In addition, TA receives an annual credit of $25,000 as a result of prepaid rent. BP Corporation North America Inc. guarantees payment under the TA leases, subject to a cap. Hotel Portfolio. As of December 31, 2025, we owned 94 hotels. During the year ended December 31, 2025, the U.S. hotel industry generally realized increases in average daily rate, or ADR, and decreases in revenue per available room, or RevPAR, compared to 2024. Our hotels produced increases in ADR and RevPAR, which we believe is partially a result of renovation disruption in 2024. 54
Page 59
Table of Contents The following table provides a summary for all of our hotels with these revenue metrics for the periods presented, which we believe are key indicators of performance at our hotels. Year Ended December 31, 2025 2024 Change Retained Hotels No. of hotels 77 84 (7) No. of rooms or suites 17,933 19,940 (2,007) Occupancy 65.3 % 62.5 % 2.8 pts ADR $ 174.86 $ 171.82 1.8 % RevPAR $ 114.17 $ 107.38 6.3 % Exit Hotels No. of hotels 17 122 (105) No. of rooms or suites 3,310 15,931 (12,621) Occupancy 57.7 % 64.4 % (6.7) pts ADR $ 115.68 $ 106.84 8.3 % RevPAR $ 66.69 $ 68.77 (3.0)% All Hotels No. of hotels 94 206 (112) No. of rooms or suites 21,243 35,871 (14,628) Occupancy 64.1 % 63.3 % 0.8 pts ADR $ 166.56 $ 142.12 17.2 % RevPAR $ 106.77 $ 90.01 18.6 % (1) Exit Hotels represents 17 hotels managed by Sonesta that we plan to sell. Comparable Hotels Data. We present occupancy, ADR and RevPAR for the periods presented on a comparable basis to facilitate comparisons between periods. We define comparable hotels as those that were owned by us and were open and operating for the entirety of the periods being compared. The following table provides a summary of these revenue metrics for the periods presented. Year Ended December 31, 2025 2024 Change Retained Hotels No. of hotels 77 77 — No. of rooms or suites 17,933 17,933 — Occupancy 65.3 % 63.7 % 1.6 pts ADR $ 174.86 $ 175.14 (0.2)% RevPAR $ 114.17 $ 111.60 2.3 % Exit Hotels No. of hotels 17 17 — No. of rooms or suites 3,310 3,310 — Occupancy 57.7 % 59.5 % (1.8) pts ADR $ 115.68 $ 118.92 (2.7)% RevPAR $ 66.69 $ 70.73 (5.7)% Comparable Hotels No. of hotels 94 94 — No. of rooms or suites 21,243 21,243 — Occupancy 64.1 % 63.1 % 1.0 pts ADR $ 166.56 $ 166.88 (0.2)% RevPAR $ 106.77 $ 105.23 1.5 % Additional details of our net lease agreements and our hotel operating agreements are set forth in Note 4 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. (1)
Page 60
55
Page 61
Table of Contents Results of Operations (amounts in thousands, except per share data) Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Year Ended December 31, 2025 2024 $ Change % Change Revenues: Hotel operating revenues $ 1,413,403 $ 1,496,705 $ (83,302) (5.6)% Rental income 401,435 400,223 1,212 0.3 % Total revenues 1,814,838 1,896,928 (82,090) (4.3)% Expenses: Hotel operating expenses 1,226,542 1,274,153 (47,611) (3.7)% Net lease operating expenses 21,597 19,817 1,780 9.0 % Depreciation and amortization - hotels 174,263 221,299 (47,036) (21.3)% Depreciation and amortization - net lease properties 140,700 150,487 (9,787) (6.5)% Total depreciation and amortization 314,963 371,786 (56,823) (15.3)% General and administrative 40,667 40,239 428 1.1 % Transaction related costs 14,698 6,894 7,804 113.2 % Loss on asset impairment 81,889 56,212 25,677 45.7 % Total expenses 1,700,356 1,769,101 (68,745) (3.9)% Gain on sale of real estate, net 84,218 6,269 77,949 n/m Interest income 8,998 4,052 4,946 122.1 % Interest expense (413,614) (383,792) (29,822) 7.8 % Loss on early extinguishment of debt, net (2,897) (16,181) 13,284 (82.1)% Loss before income tax benefit (expense) and equity in losses of aninvestee (208,813) (261,825) 53,012 (20.2)% Income tax benefit (expense) 10,717 (1,402) 12,119 n/m Equity in losses of an investee (4,225) (12,299) 8,074 (65.6)% Net loss $ (202,321)$ (275,526)$ 73,205 (26.6)% Weighted average common shares outstanding (basic and diluted)165,951 165,338 613 0.4 % Net loss per common share (basic and diluted) $ (1.22)$ (1.67)$ 0.45 (26.9)% References to changes in the income and expense categories below relate to the comparison of consolidated results for the year ended December 31, 2025, compared to the year ended December 31, 2024. For a comparison of consolidated results for the year ended December 31, 2024, compared to the year ended December 31, 2023, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. Hotel operating revenues. The decrease in hotel operating revenues is primarily a result of our sales of certain hotels since January 1, 2024 ($99,857), partially offset by increases in occupancy and average rates at certain hotels in 2025 ($16,555). Additional operating statistics of our hotels are included in the tables beginning on page 66. Rental income. The increase in rental income is primarily a result of our acquisitions of certain net lease properties in 2025 ($2,775), partially offset by decreases in rental income resulting from our sales of certain net lease properties since January 1, 2024 ($1,154) and lower rental income recognized at certain of our net lease properties in 2025 ($409). Hotel operating expenses. The decrease in hotel operating expenses is primarily a result of our sales of certain hotels since January 1, 2024 ($92,047), partially offset by increases in room expenses ($16,381), food and beverage expenses ($7,216) and other operating expenses ($20,839) in 2025. Net lease operating expenses. The increase in net lease operating expenses is primarily the result of increased property management fees ($2,496) and increases at certain net lease properties in 2025 ($758), partially offset by decreases resulting from our sales of certain net lease properties since January 1, 2024 ($1,474). 56
Page 62
Table of Contents Depreciation and amortization - hotels. The decrease in depreciation and amortization—hotels is primarily a result of our sale of certain hotels since January 1, 2024 ($56,698) and certain of our depreciable assets becoming fully depreciated since January 1, 2024 ($12,665), partially offset by depreciation and amortization related to capital expenditures made since January 1, 2024 ($22,327). Depreciation and amortization - net lease properties. The decrease in depreciation and amortization - net lease properties is primarily a result of certain of our depreciable assets becoming fully depreciated since January 1, 2024 ($10,520) and our sale of certain net lease properties since January 1, 2024 ($1,890), partially offset by increases from our acquisition of certain net lease properties since January 1, 2024 ($1,549) and depreciation and amortization related to capital expenditures made since January 1, 2024 ($1,074). General and administrative. The increase in general and administrative costs in 2025 is primarily due to increases in other professional fees ($1,325) and franchise taxes ($634), partially offset by decreases in business management fees ($1,531). Transaction related costs. Transaction related costs in 2025 primarily consisted of costs related to the sale and renovation of certain hotels, partially offset by the recovery of a working capital reserve related to our former agreement with Marriott International, Inc. previously deemed uncollectable and expensed in 2021. Transaction related costs in 2024 primarily consisted of costs related to various labor litigation matters, re-opening costs and other professional fees related to major renovation projects at certain of our hotels. Loss on asset impairment. We recorded an $81,889 loss on asset impairment in 2025 to reduce the carrying value of 28 hotels and four net lease properties to their estimated fair value less costs to sell. We recorded a $56,212 loss on asset impairment in 2024 to reduce the carrying value of ten hotels and ten net lease properties to their estimated fair value or estimated fair value less costs to sell. Gain on sale of real estate, net. We recorded an $84,218 net gain on sale of real estate in 2025 in connection with the sales of 112 hotels and 11 net lease properties, and a $6,269 net gain on sale of real estate in 2024 in connection with the sales of 15 hotels and ten net lease properties. Interest income. The increase in interest income is due to higher average cash balances invested during 2025 compared to 2024. Interest expense. The increase in interest expense is primarily due to higher outstanding borrowings and weighted average interest rates during 2025 compared to 2024. Loss on early extinguishment of debt, net. We recorded a $2,897 loss on early extinguishment of debt, net in 2025 as a result of the redemption of certain senior notes. We recorded a $16,181 loss on early extinguishment of debt in 2024 as a result of the redemption and purchase of certain senior notes. Income tax benefit (expense). The change from income tax expense in 2024 to income tax benefit in 2025 is primarily due to increases in our foreign tax benefit ($11,808) and decreases in our state income tax expense ($311). See Note 10 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for further information. Equity in losses of an investee. Equity in losses of an investee represents our proportionate share of the losses of Sonesta. Net loss. Our net loss and our net loss per common share (basic and diluted) each decreased in 2025 compared to 2024 primarily due to the revenue and expense changes discussed above. Liquidity and Capital Resources (dollars in thousands, except per share amounts) Our Managers and Tenants As of December 31, 2025, our 760 service-focused retail net lease properties were leased to 181 tenants and our 94 hotels were managed and operated by four hotel operating companies. The costs of operating and maintaining our properties are generally paid by our tenants for their own account or by the hotel managers as agents for us. Our tenants and hotel managers derive their funding for property operating expenses and for rents and returns due to us generally from property operating revenues and, to the extent these parties themselves fund rents and our owner’s priority returns, from their separate resources. As of December 31, 2025, TA is our largest tenant (175 travel centers) and Sonesta (69 hotels) is our largest hotel manager. 57
Page 63
Table of Contents We recorded reserves for uncollectable amounts and reduced rental income by $1,858 and $2,158 during the years ended December 31, 2025 and 2024, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $3,115 and $5,058 as of December 31, 2025 and 2024, respectively, included in other assets, net in our consolidated balance sheets. We define net lease rent coverage as earnings before interest, taxes, depreciation, amortization and rent, or EBITDAR, divided by the annual minimum rent due to us weighted by the minimum rent of the property to total minimum rents of the net lease portfolio. Tenants with no minimum rent required under the lease are excluded. EBITDAR amounts used to determine rent coverage are generally for the latest twelve-month period, based on the most recent operating information, if any, furnished by our tenants. Operating statements furnished by our tenants often are unaudited and, in certain cases, may not have been prepared in accordance with GAAP and are not independently verified by us. In instances where we do not have tenant financial information, we calculate an implied coverage ratio for the period based on other tenants with available financial statements operating the same brand or within the same industry. As a result, we believe using this implied coverage metric provides a more reasonable estimated representation of recent operating results and the financial condition for those tenants. Our net lease properties generated rent coverage of 1.98x and 2.10x as of December 31, 2025 and 2024, respectively. Our Operating Liquidity and Capital Resources Our principal sources of funds to meet operating and capital expenses, debt service obligations and distributions to our shareholders are rents from our net lease portfolio, returns generated from our hotels and borrowings under our revolving credit facility and VFN. We receive rents and hotel returns from our tenants and managers monthly. We may receive additional returns, percentage rents and our share of the operating profits of our managed hotels after payment of management fees and other deductions, if any, either monthly or quarterly, and these amounts are usually subject to annual reconciliations. We believe these sources of funds will be sufficient to meet our operating expenses and capital expenditures, pay debt service obligations and make distributions to our shareholders for the next 12 months and for the foreseeable future thereafter. However, as a result of economic conditions, including if the U.S. enters an economic recession, or otherwise, our tenants and managers may become unable or unwilling to pay returns and rents to us when due, and, as a result, our cash flows and net income would decline. The following is a summary of our sources and uses of cash flows for the periods presented: Year Ended December 31, 2025 2024 Cash and cash equivalents and restricted cash at the beginning of the period $ 157,386 $ 197,830 Net cash provided by (used in): Operating activities 117,808 139,391 Investing activities 528,712 (222,859) Financing activities (431,818) 43,024 Cash and cash equivalents and restricted cash at the end of the period $ 372,088 $ 157,386 The decrease in cash flow provided by operating activities in the 2025 period is primarily due to the sale of certain hotels and lower returns from our hotel portfolio in the 2025 period. The change from cash flow used in investing activities in 2024 to cash flow provided by investing activities in 2025 is primarily due to higher proceeds from the sale of real estate and decreased real estate improvements during 2025, partially offset by real estate acquisitions and deposits during 2025. The change from cash flow provided by financing activities in 2024 to cash flow used in financing activities during 2025 is primarily due to higher net repayments, partially offset by lower distributions to common shareholders during 2025. We maintain our qualification for taxation as a REIT under the IRC by meeting certain requirements. We lease 94 hotels to our wholly owned TRSs that are managed by hotel operating companies. As a REIT, we do not expect to pay federal income taxes on the majority of our income; however, the income realized by our TRSs in excess of the rent they pay to us is subject to U.S. federal income tax at corporate income tax rates. In addition, the income we receive from our hotels in Canada and Puerto Rico is subject to taxes in those jurisdictions and we are subject to taxes in certain states where we have properties despite our qualification for taxation as a REIT. 58
Page 64
Table of Contents Our Investment and Financing Liquidity and Capital Resources Our hotel operating agreements generally provide that, if necessary, we may provide our managers with funding for capital improvements to our hotels in excess of amounts otherwise available in escrowed FF&E reserves or when no FF&E reserves are available. During the year ended December 31, 2025, we funded $229,389 for capital improvements in excess of FF&E reserves available to our hotels. We currently expect to fund between approximately $120,000 to $140,000 during 2026 for capital improvements to certain hotels using cash on hand. Various percentages of total sales at some of our hotels are escrowed as FF&E reserves to fund future capital improvements. We own all the FF&E escrows for our hotels. During the year ended December 31, 2025, certain of our hotel managers deposited $6,138 to these accounts and spent $4,818 from the FF&E reserve escrow accounts to renovate and refurbish our hotels. As of December 31, 2025, there was $6,763 on deposit in these escrow accounts, which was held directly by us and is reflected in our consolidated balance sheets as restricted cash. Our net lease portfolio leases do not require FF&E escrow deposits and tenants under these leases are generally required to maintain the leased properties, including structural and non-structural components. We may provide tenant improvement allowances to tenants in certain cases or may develop sites with the intent to lease them. During the year ended December 31, 2025, we funded $2,451 for capital improvements to our net lease properties. As of December 31, 2025, we had $6,790 of unspent leasing-related obligations related to certain of our net lease tenants. During the year ended December 31, 2025, we sold 112 hotels for a combined sales price of $858,752, excluding closing costs, and 11 net lease properties for a combined sales price of $19,591, excluding closing costs. From January 1, 2026 through February 23, 2026, we sold one hotel with 133 keys for a sales price of $7,100, excluding closing costs, and one net lease property with 2,510 square feet for a sales price of $610, excluding closing costs. We are at various stages of selling nine hotels with a total of 1,167 keys and have initiated marketing for seven full service Sonesta hotels with a total of 2,010 keys. We believe it is probable that the sales will be completed within one year. We expect to use the net sales proceeds from these sales for general business purposes, including to repay debt. During the year ended December 31, 2025, we acquired 29 net lease properties with a total of 283,759 square feet for a combined purchase price of $93,743, excluding closing costs, using cash on hand. From January 1, 2026 through February 23, 2026, we acquired three net lease properties with a total of 8,788 square feet for a combined purchase price of $7,398, excluding closing costs, using cash on hand. During the year ended December 31, 2025, we declared and paid regular quarterly distributions to our common shareholders using cash on hand as follows: Declaration Date Record Date Paid Date Distribution PerCommon Share Total Distributions January 16, 2025 January 27, 2025 February 20, 2025$ 0.01 $ 1,666 April 10, 2025 April 22, 2025 May 15, 2025 0.01 1,667 July 10, 2025 July 21, 2025 August 14, 2025 0.01 1,669 October 9, 2025 October 27, 2025 November 13, 2025 0.01 1,681 $ 0.04 $ 6,683 On January 15, 2026, we declared a regular quarterly distribution to common shareholders of record on January 26, 2026 of $0.01 per share, or $1,681. We paid this distribution on February 19, 2026, using cash on hand. In order to meet cash needs that may result from our desire or need to make distributions or pay operating or capital expenses, we maintain a $650,000 secured revolving credit facility which is governed by a credit agreement. We can borrow, subject to meeting certain financial covenants, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date of the facility by two additional six-month periods. 59
Page 65
Table of Contents Interest payable on drawings under our revolving credit facility is based on SOFR plus a margin ranging from 1.50% to 3.00% based on our leverage ratio, as defined in our credit agreement, which was 2.75% as of December 31, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of December 31, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.37% and 6.99%, respectively. As of December 31, 2025 and February 23, 2026, we had no borrowings outstanding under our revolving credit facility and $650,000 available for borrowing. As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on certain properties, as discussed below. In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the minimum fixed charge coverage ratio covenant from 1.50x to 1.30x effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50x minimum fixed charge coverage ratio level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10% effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys were released from the collateral pool and 35 travel centers leased to TA, which we refer to as TA Lease No. 5, were added as collateral to our revolving credit facility. Of the 47 hotels released from the collateral pool, 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $650,093 at the time of the amendment were part of our disposition plan. The collateral swap was completed in May 2025. As of December 31, 2025, our revolving credit facility was secured by 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated book value of $890,424. Senior Secured Notes Issuance In September 2025, we issued $580,155 in aggregate principal amount at maturity of zero coupon senior secured notes due 2027 in a private offering, raising net proceeds of approximately $490,000, after giving effect to original issue discount and deducting the initial purchasers’ discount and estimated transaction fees and expenses. These notes are fully and unconditionally guaranteed on a joint and several basis by (i) newly formed wholly owned subsidiaries, or the TA Landlord Subsidiaries, that are the landlords with respect to a portfolio of our properties leased to TA, which we refer to as TA Lease No. 2, and (ii) all of our subsidiaries that guarantee our existing senior unsecured notes. These notes are secured by first-priority liens on the equity interests of subsidiaries that own and lease 36 of our travel center properties with an undepreciated carrying value of $413,904 as of December 31, 2025. These notes require no cash interest payments to accrue prior to maturity. The accreted value of these notes will increase at a rate of 7.50% per annum compounded semiannually on March 30 and September 30 of each year. We have a one-time option to extend the maturity date of these notes by one year, subject to the satisfaction of certain conditions and the payment of an extension fee. The net proceeds from this offering were used repay amounts outstanding under our revolving credit facility. Redemption of Senior Unsecured Notes In September 2025, we redeemed at par all of our outstanding 5.25% senior unsecured notes due 2026 for a redemption price equal to the principal amount of $350,000, plus accrued and unpaid interest to but excluding the date of redemption. The redemption was funded using cash on hand. In October 2025, we redeemed all of our outstanding 4.75% senior unsecured notes due 2026 for a redemption price equal to the principal amount of $450,000, plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium of $1,796. The redemption was funded using cash on hand and borrowings under our revolving credit facility. In January 2026, we redeemed $300,000 of our $400,000 4.95% senior unsecured notes due 2027 for a redemption price equal to the principal amount, plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium of $1,569. The redemption was funded using cash on hand. 60
Page 66
Table of Contents Net Lease Mortgage Notes On January 27, 2025, our wholly owned, special purpose bankruptcy remote, indirect subsidiary, SVC ABS LLC, or the Initial Issuer, issued the VFN secured by the 314 net lease properties that secure our existing $604,654 of net lease mortgage notes. The VFN permits borrowings on a revolving basis up to $45,000 and the Initial Issuer can borrow, repay and reborrow funds available until maturity. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year at the Initial Issuer’s option. The VFN requires interest payments only on drawings under the VFN based on SOFR plus a margin of 1.75%, and an unused commitment fee of 50 basis points per annum paid on undrawn amounts. As of December 31, 2025, the annual interest rate payable on borrowings under the VFN was 5.62%. The weighted average annual interest rate for borrowings under the VFN was 5.93% for the year ended December 31, 2025. As of both December 31, 2025 and February 23, 2026, we had $45,000 outstanding under the VFN. On February 20, 2026, the Initial Issuer, SVC 2026 ABS LLC and SVC 2026 TA ABS LLC priced $745,000 in aggregate principal amount of net lease mortgage notes in three classes. This transaction is expected to close on or about March 6, 2026. The weighted average coupon rate of the three classes is 5.96%. The Class A and Class B notes will require monthly principal repayments at an annualized rate of 0.50% and 0.25% of the balances outstanding, respectively, and the Class M notes will require interest payments only until the maturity date. The notes are expected to mature in March 2031 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in March 2029. The notes are non-recourse and are secured by the same 314 properties that secure our existing net lease mortgage notes, plus an additional 158 retail net lease properties that had an aggregate undepreciated book value of $761,508 and leases requiring annual minimum rents of $83,837. We expect to use the net proceeds from this transaction to redeem our 2029 Notes. On February 20, 2026, we announced the early redemption of our outstanding 2029 Notes for a redemption price equal to the principal amount of $700,000, plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium. This redemption is expected to occur on or about March 7, 2026. We expect to fund this redemption with the proceeds from the net lease mortgage notes transaction described above. Our debt maturities (other than our revolving credit facility) as of December 31, 2025 were as follows: Year Debt Maturities 2026 $ 1,958 2027 1,477,114 2028 1,000,737 2029 1,125,000 2030 400,000 Thereafter 1,500,000 $ 5,504,809 (1) In January 2026, we redeemed $300,000 of our $400,000 4.95% senior unsecured notes due 2027. None of our senior note debt obligations require principal or sinking fund payments prior to their maturity dates. Our mortgage notes require monthly principal payments as described in Part II, Item 7A of this Annual Report on Form 10-K. We currently expect to use cash on hand, the cash flows from our operations, borrowings available under our revolving credit facility, if any, or VFN, net proceeds from any asset sales and net proceeds of offerings of equity or the incurrence of debt to fund our operations, capital expenditures, investments, future debt maturities, distributions to our shareholders and other general business purposes. When significant amounts are outstanding for an extended period of time under our revolving credit facility, or the maturities of our indebtedness approach, we currently expect to explore refinancing alternatives. Such alternatives may include incurring additional debt, issuing new equity securities and the sale of properties. We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities. We may also seek to participate in joint ventures or other arrangements that may provide us additional sources of financing. We may also assume mortgage debt on properties we may acquire or obtain mortgage financing on our existing properties. While we believe we will generally have access to various types of financings, including debt or equity, to fund our future acquisitions and to pay our debts and other obligations, we cannot be sure that we will be able to complete any debt or equity offerings or other types of financings or that our cost of any future public or private financings will not increase. (1) 61
Page 67
Table of Contents Our ability to complete, and the costs associated with, future debt transactions depend primarily upon credit market conditions and our then perceived creditworthiness. We have no control over market conditions. Our credit ratings depend upon evaluations by credit rating agencies of our business practices and plans, including our ability to maintain our earnings, to stagger our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to conduct our business to maintain and grow our operating cash flows. We intend to conduct our business activities in a manner which will afford us reasonable access to capital for investment and financing activities. However, as discussed elsewhere in this Annual Report on Form 10-K, the impacts of the current, and possibly future, inflationary conditions, uncertainties surrounding interest rates and a possible economic recession are uncertain and may have various negative consequences on us and our operations, including a decline in financing availability and increased costs for financing. Further, such conditions could also disrupt the capital markets generally and limit our access to financing from public sources or on favorable terms, particularly if the global financial markets experience significant disruptions. Debt Covenants Our debt obligations at December 31, 2025 consisted of $4,855,155 aggregate principal amounts of senior notes, $604,654 aggregate principal amounts of net lease mortgage notes and $45,000 of borrowings outstanding under the VFN. For further information regarding our indebtedness, see Note 6 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. Our publicly and privately issued senior notes are governed by our indentures and related supplements. These indentures and related supplements and our credit agreement contain covenants that generally restrict our ability to incur debt, including debt secured by mortgages on our properties, in excess of calculated amounts, and require us to maintain various financial ratios. Our credit agreement, net lease mortgage notes, secured senior notes and unsecured senior notes, indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR ceasing to act as our business manager. As of December 31, 2025, we believe we were in compliance with all of the covenants under our indentures and their supplements, net lease mortgage notes and our credit agreement. Senior Notes Indenture Covenants The following table summarizes the results of the financial tests required by the indentures and related supplements for our senior secured and unsecured notes as of December 31, 2025: Actual Results Covenant Requirement Total debt / adjusted total assets 58.7% Maximum of 60% Secured debt / adjusted total assets 33.2% Maximum of 40% Consolidated income available for debt service / debt service 1.59x Minimum of 1.50x Total unencumbered assets / unsecured debt 218.7% Minimum 150% Total unencumbered assets in guarantor subsidiaries / senior guaranteed unsecured debt4.92x Minimum of 2.20x (1) As adjusted for the redemption of $300,000 of 4.95% senior unsecured notes due 2027 redeemed in January 2026, and the issuance of $745,000 of net lease mortgage notes and the redemption of $700,000 of 2029 Notes both expected to occur in March 2026. As of December 31, 2025, as adjusted for the redemption of $300,000 of 4.95% senior unsecured notes due 2027 redeemed in January 2026, and the issuance of $745,000 of net lease mortgage notes and the redemption of $700,000 of 2029 Notes both expected to occur in March 2026, adjusted total assets for covenant purposes as defined in our senior notes indentures were $8,937,868 and assets encumbered under our revolving credit facility, serving as collateral for our net lease mortgage notes or secured senior notes represented $3,961,366 of adjusted total assets, as defined in our senior notes indentures. Our unencumbered hotels, other net lease properties and other corporate assets represent $4,284,731, $474,510 and $217,261 of adjusted total assets, respectively. The following table presents the calculation of adjusted total assets to total assets in accordance with GAAP: (1) 62
Page 68
Table of Contents Total assets $ 6,491,580 Plus: accumulated depreciation 2,509,525 Plus: impairment and other adjustments to reflect original cost of real estate assets 397,103 Less: accounts receivable and intangibles (205,340) Less: adjustments for the redemption of $300,000 of 4.95% senior unsecured notes due 2027, the issuance of$745,000 of net lease mortgage notes and the redemption of $700,000 of 2029 Notes (255,000) Adjusted total assets $ 8,937,868 (1) Includes $66,559 of accumulated depreciation on assets of properties held for sale. Our ability to incur additional debt is subject to meeting the required covenant levels and subject to the provisions of our debt agreements. Acceleration and Cross-Default Our indentures and their supplements contain cross default provisions to any other debt of $50,000 or more. Similarly, our credit agreement has cross default provisions to other indebtedness that is recourse of $25,000 or more and indebtedness that is non-recourse of $75,000 or more. Neither our indentures and their supplements nor our credit agreement contain provisions for acceleration which could be triggered by a change in our debt ratings. Supplemental Guarantor Information Our 2027 Unsecured Notes, our 2029 Notes and our 2032 Notes are fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries, including our foreign subsidiaries and our subsidiaries pledged under our credit agreement and our net lease mortgage notes. The notes and the guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. Our remaining $1,325,000 of senior unsecured notes do not have the benefit of any guarantees. A subsidiary guarantor’s guarantee of the 2027 Unsecured Notes, the 2029 Notes and the 2032 Notes and all other obligations of such subsidiary guarantor under the indentures governing the notes will automatically terminate and such subsidiary guarantor will automatically be released from all of its obligations under such subsidiary guarantee and such indenture under certain circumstances, including on or after the date on which (a) the notes have received a rating equal to or higher than Baa2 (or the equivalent) by Moody’s, and BBB (or the equivalent) S&P, or if Moody’s or S&P ceases to rate the notes for reasons outside of our control, the equivalent investment grade rating from any other rating agency and (b) no default or event of default has occurred and is continuing under the indenture. Our non-guarantor subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due on these notes or the guarantees, or to make any funds available therefor, whether by dividend, distribution, loan or other payments. The rights of holders of these notes to benefit from any of the assets of our non-guarantor subsidiaries are subject to the prior satisfaction of claims of those subsidiaries’ creditors and any preferred equity holders. As a result, these notes and the related guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee these notes, including guarantees of or pledges under other indebtedness of ours, payment obligations under lease agreements, trade payables and preferred equity. The following table presents summarized financial information for us and the subsidiary guarantors, on a combined basis after elimination of (i) intercompany transactions and balances among us and the subsidiary guarantors and (ii) equity in earnings from, and any investments in, any of our non-guarantor subsidiaries: As of December 31, 2025 Real estate properties, net $ 3,514,819 Other assets, net 679,235 Indebtedness, net $ 4,711,060 Intercompany balances 1,630,868 Other liabilities 255,069 (1) (1) (2) 63
Page 69
Table of Contents Year Ended December 31, 2025 Revenues $ 1,438,240 Expenses 1,793,261 Net loss $ (355,021) (1) Real estate properties, net as of December 31, 2025 includes $17,440 of properties owned directly by us and not included in the assets of the subsidiary guarantors. (2) Intercompany balances represent payables to non-guarantor subsidiaries. Related Person Transactions We have relationships and historical and continuing transactions with RMR, RMR Inc. and Sonesta and others affiliated with them. For further information about these and other such relationships and related person transactions, see Notes 4, 5, 8 and 9 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K, which are incorporated herein by reference and our other filings with the SEC, including our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, or our definitive Proxy Statement, to be filed with the SEC within 120 days after the fiscal year ended December 31, 2025. For further information about the risks that may arise as a result of these and other related person transactions and relationships, see elsewhere in this Annual Report on Form 10-K, including “Warning Concerning Forward-Looking Statements,” “Business” in Part I, Item 1 and “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services. Critical Accounting Estimates Our critical accounting policies are those that will have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates. We believe that our judgments and estimates have been and will be consistently applied and produce financial information that fairly presents our results of operations. Our most critical accounting policies involve our investments in real property. These policies affect our: • variable interest entities, or VIEs; • allocation of purchase prices between various asset categories and the related impact on the recognition of depreciation and amortization expenses; • assessment of the carrying values and impairments of real estate, intangible assets and equity investments; • classification of leases and the related impact to our financial statements; and • income taxes. We have determined that each of our wholly owned TRSs is a VIE as defined under the Consolidation Topic of the Financial Accounting Standards Board Accounting Standards Codification™, or ASC. We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIE’s performance and we have the obligation to absorb the majority of the potential variability in gains and losses of each VIE, with the primary focus on losses, and are therefore the primary beneficiary of each VIE. We allocate the acquisition cost of each property investment to various property components such as land, buildings and equipment and intangibles based on their relative fair values and each component generally has a different useful life. For acquired real estate, we record building, land, furniture, fixtures and equipment, and, if applicable, the value of acquired in-place leases, the fair market value of above or below market leases and customer relationships at fair value. For transactions that qualify as business combinations we allocate the excess, if any, of the consideration over the fair value of the net assets acquired to goodwill. We base purchase price allocations and the determination of useful lives on our estimates and, under some circumstances, studies from independent real estate appraisers to provide market information and evaluations that are relevant to our purchase price allocations and determinations of useful lives; however, our management is ultimately responsible for the purchase price allocations and determination of useful lives. 64
Page 70
Table of Contents We compute depreciation expense using the straight line method over estimated useful lives of up to 40 years for buildings and improvements, and up to 12 years for personal property. We amortize the value of intangible assets over the shorter of their estimated useful lives, or the term of the respective lease or the affected contract. We do not depreciate the allocated cost of land. Purchase price allocations and estimates of useful lives require us to make certain assumptions and estimates. Incorrect assumptions and estimates may result in inaccurate depreciation and amortization charges over future periods. We periodically evaluate our real estate and other assets for possible impairment indicators. These indicators may include weak or declining operating profitability, cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life or market or industry changes that could permanently reduce the value of our investments. If indicators of impairment are present, we evaluate the carrying value of the related investment by comparing it to the expected future undiscounted cash flows to be generated from that investment. If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the property to its estimated fair value. We periodically evaluate our equity method investment for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable. These indicators may include the length of time and degree to which the market value of our investment is below our cost basis, the financial condition of the issuer, our intent and ability to be a long term holder of the investment and other considerations. If the decline in fair value is judged to be other than temporary, we may record an impairment charge to adjust the basis of the investment to its fair value. We determine the fair value for our long lived assets by evaluating recent financial performance and projecting discounted cash flows using standard industry valuation techniques. These analyses require us to judge whether indicators of impairment exist and to estimate likely future cash flows. If we misjudge or estimate incorrectly or if future operating profitability, market or industry factors differ from our expectations, we may record an impairment charge which is inappropriate, fail to record a charge when we should have done so or the amount of such charges may be inaccurate. Certain of our properties are leased on a triple net basis, pursuant to non-cancelable, fixed term, operating leases. Each time we enter a new lease or materially modify an existing lease we evaluate its classification as either a finance or operating lease. The classification of a lease as finance, sales-type, direct financing or operating affects the carrying value of a property, as well as our recognition of rental payments as revenue. These evaluations require us to make estimates of, among other things, the remaining useful life and market value of a leased property, appropriate present value discount rates and future cash flows. Incorrect assumptions or estimates may result in misclassification of our leases. We account for income taxes in accordance with the Income Taxes Topic of the ASC. Under this Topic, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We establish valuation allowances to reduce deferred tax assets to the amounts that are expected to be realized when necessary. We have elected to be taxed as a REIT under the IRC and are generally not subject to federal and state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. Despite our qualification for taxation as a REIT, we are subject to income tax in Canada, Puerto Rico and in certain states. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income tax. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of the TRSs and state and foreign income taxes incurred by us despite our qualification for taxation as a REIT. The Income Taxes Topic also prescribes how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Tax benefits are recognized only to the extent that it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized upon settlement. Tax returns filed for the 2022 through 2025 tax years are subject to examination by taxing authorities. We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of general and administrative expense. These accounting policies involve significant judgments made based upon our experience and the experience of our management and our Board of Trustees, including judgments about current valuations, ultimate realizable value, estimated useful lives, salvage or residual value, the ability and willingness of our tenants and operators to perform their obligations to us, and the current and likely future operating and competitive environments in which our properties operate. In the future, we may need to revise our carrying value assessments to incorporate information which is not now known, and such revisions could increase or decrease our depreciation expense related to properties we own, result in the classification of our leases as other than operating leases or decrease the carrying values of our assets. 65
Page 71
Table of Contents Property and Operating Statistics (dollars in thousands, except hotel statistics) As of December 31, 2025, we owned and managed a diverse portfolio of hotels and net lease properties across the United States and in Puerto Rico and Canada with 149 distinct brands across 22 industries. Hotel Portfolio The following tables summarize the operating statistics, including occupancy, ADR and RevPAR reported to us by our hotel managers by hotel brand for the periods indicated. All operating data presented are based upon the operating results provided by our hotel managers for the indicated periods. We have not independently verified our managers’ operating data. All Hotels* No. ofHotels No. ofRoomsor Suites Occupancy ADR RevPAR Year Ended December 31, Year Ended December 31, Year Ended December 31, Brand Service Level 2025 2024 Change 2025 2024 Change 2025 2024 Change Retained Hotels: Royal Sonesta Hotels® Full Service 14 4,821 64.1 % 63.9 % 0.2 pts $242.18 $240.63 0.6 % $ 155.22 $ 153.81 0.9 % Sonesta Hotels &Resorts® Full Service 18 6,040 62.9 % 59.8 % 3.1 pts 171.97 171.92 — % 108.11 102.87 5.1 % Radisson® Hotels &Resorts Full Service 5 1,149 61.4 % 65.4 % (4.0) pts 150.94 147.07 2.6 % 92.60 96.14 (3.7)% Country Inn & Suites®by Radisson Full Service 2 346 68.3 % 70.2 % (1.9) pts 139.96 148.28 (5.6)% 95.54 104.14 (8.3)% Crowne Plaza® Full Service 1 495 66.6 % 63.3 % 3.3 pts 141.18 142.09 (0.6)% 94.03 90.01 4.5 % Full Service Total/Average 40 12,851 63.5 % 62.3 % 1.2 pts 194.56 194.15 0.2 % 123.51 120.91 2.1 % Sonesta ES Suites® Extended Stay 7 958 74.7 % 71.0 % 3.7 pts 149.65 152.75 (2.0)% 111.77 108.44 3.1 % Sonesta Select® Select Service 6 873 65.2 % 64.2 % 1.0 pts 134.65 139.44 (3.4)% 87.74 89.50 (2.0)% Sonesta Simply Suites® Extended Stay 7 1,144 72.6 % 74.1 % (1.5) pts 124.41 123.47 0.8 % 90.37 91.47 (1.2)% Hyatt Place® Select Service 17 2,107 68.2 % 63.4 % 4.8 pts 120.63 120.48 0.1 % 82.23 76.35 7.7 % Focused Service Total/Average 37 5,082 69.9 % 67.4 % 2.5 pts 129.61 130.74 (0.9)% 90.58 88.06 2.9 % Retained Hotels Total/Average 77 17,933 65.3 % 63.7 % 1.6 pts $174.86 $175.14 (0.2)% $ 114.17 $ 111.60 2.3 % Exit Hotels: Royal Sonesta Hotels® Full Service 3 842 47.2 % 46.4 % 0.8 pts $ 166.91 $ 175.04 (4.6)% $ 78.77 $ 81.27 (3.1)% Sonesta Hotels &Resorts® Full Service 4 1,168 51.7 % 55.7 % (4.0) pts 93.14 97.14 (4.1)% 48.14 54.07 (11.0)% Full Service Total/Average 7 2,010 49.8 % 51.8 % (2.0) pts 122.42 126.39 (3.1)% 60.97 65.47 (6.9)% Sonesta ES Suites® Extended Stay 6 768 68.9 % 70.2 % (1.3) pts 114.68 116.86 (1.9)% 79.02 82.06 (3.7)% Sonesta Select® Select Service 1 155 65.2 % 71.9 % (6.7) pts 125.30 125.38 (0.1)% 81.75 90.09 (9.3)% Sonesta Simply Suites® Extended Stay 3 377 73.5 % 73.4 % 0.1 pts 89.72 92.26 (2.8)% 65.91 67.76 (2.7)% Focused Service Total/Average 10 1,300 69.8 % 71.4 % (1.6) pts 108.24 110.54 (2.1)% 75.54 78.87 (4.2)% Exit Hotels Total/Average 17 3,310 57.7 % 59.5 % (1.8) pts 115.68 118.92 (2.7)% 66.69 70.73 (5.7)% All Hotels Total/Average 94 21,243 64.1 % 63.1 % 1.0 pts $166.56 $166.88 (0.2)% $ 106.77 $ 105.23 1.5 % * Includes results of all hotels owned as of December 31, 2025. Excludes the results of hotels sold during the periods presented. Retained Hotels represents 52 hotels managed by Sonesta, 17 hotels managed by Hyatt, seven hotels managed by Radisson, and one hotel managed by IHG that we will continue to own after the Exit Hotels are sold. Exit Hotels represents 17 hotels managed by Sonesta that we plan to sell. Net Lease Portfolio As of December 31, 2025, our net lease properties were 96.6% occupied and we had 26 properties available for lease. During the year ended December 31, 2025, we entered into lease renewals for 977,089 rentable square feet (32 properties) at weighted (by rentable square feet) average rents that were 4.6% above the prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 10.5 years. We also entered into new leases for 137,774 rentable square feet (40 properties) at weighted (by rentable square feet) average rents that were 19.9% above the prior rent for the same space. The weighted (by rentable square feet) average lease term for these leases was 7.7 years. 66
Page 72
Table of Contents Generally, lease agreements with our net lease tenants require payment of minimum rent to us. Certain of these minimum rent payment amounts are secured by full or limited guarantees. Annualized minimum rent represents cash amounts and excludes adjustments, if any, necessary to record scheduled rent changes on a straight line basis or any expense reimbursement. Annualized minimum rent excludes the impact of rents prepaid by TA. As of December 31, 2025, our net lease tenants operated across 140 brands. The following table identifies the top ten brands based on annualized minimum rent. Brand No. ofProperties Investment Percent of TotalInvestment AnnualizedMinimumRent Percent of TotalAnnualizedMinimum Rent Rent Coverage 1. TravelCenters of America Inc. 131 $ 2,254,950 44.3 % $ 180,329 46.2 % 1.20x 2. Petro Stopping Centers 44 1,015,156 19.9 % 83,933 21.5 % 1.20x 3. The Great Escape 14 98,242 1.9 % 7,711 2.0 % 4.00x 4. Life Time Fitness 3 92,617 1.8 % 6,347 1.6 % 2.59x 5. Buehler's Fresh Foods 5 76,469 1.5 % 6,223 1.6 % 2.61x 6. Heartland Dental 59 61,120 1.2 % 5,159 1.3 % 4.43x 7. Pizza Hut 45 54,248 1.1 % 4,353 1.1 % 2.16x 8. Express Oil Change 23 49,724 1.0 % 3,717 1.0 % 5.77x 9. Norms 10 53,673 1.1 % 3,430 0.9 % 3.62x 10. Flying J Travel Plaza 3 41,681 0.8 % 3,312 0.8 % 3.14x Other 423 1,295,268 25.4 % 85,537 22.0 % 3.68x Total 760 $ 5,093,148 100.0 % $ 390,051 100.0 % 1.98x (1) Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any. (2) See page 58 for our definition of rent coverage. (3) Rent coverage information provided by tenant is for all 175 sites on a consolidated basis and is as of December 31, 2025. Annualized minimum rent amounts and the rent used to calculate rent coverage is based on the stated rent amounts in the lease and excludes the impact of rents prepaid by TA. (4) Consists of 130 distinct brands with an average investment of $3,062 per property and average annual minimum rent of $202 per property. As of December 31, 2025, our top ten net lease tenants based on our annualized minimum rent are listed below. Tenant Brand Affiliation No. ofProperties Investment Percent ofTotalInvestment AnnualizedMinimumRent Percent ofTotalAnnualizedMinimum Rent RentCoverage 1. TravelCenters of America Inc. TravelCenters of America /Petro Stopping Centers 175 $ 3,270,106 64.2 % $ 264,262 67.8 % 1.20 x 2. Universal Pool Co., Inc. The Great Escape 14 98,242 1.9 % 7,711 2.0 % 4.00 x 3. Healthy Way of Life II, LLC Life Time Fitness 3 92,617 1.8 % 6,347 1.6 % 2.59 x 4. Styx Acquisition, LLC Buehler's Fresh Foods 5 76,469 1.5 % 6,223 1.6 % 2.61 x 5. Express Oil Change, L.L.C. Express Oil Change 23 49,724 1.0 % 3,717 1.0 % 5.77 x 6. Norms Restaurants, LLC Norms 10 53,673 1.1 % 3,430 0.9 % 3.62 x 7. Pilot Travel Centers LLC Flying J Travel Plaza 3 41,681 0.8 % 3,312 0.8 % 3.14 x 8. Automotive Remarketing Group,Inc. America's Auto Auction 6 38,314 0.8 % 3,216 0.8 % 10.27 x 9. Fleet Farm Group LLC Fleet Farm 1 37,802 0.7 % 2,894 0.7 % 2.11 x 10. Heartland Dental, LLC Heartland Dental 35 31,045 0.6 % 2,686 0.7 % 5.21 x Subtotal, Top 10 275 3,789,673 74.4 % 303,798 77.9 % 1.57 x Other Various 485 1,303,475 25.6 % 86,253 22.1 % 3.41 x Total 760 $ 5,093,148 100.0 % $ 390,051 100.0 % 1.98 x (1) Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any. (2) See page 58 for our definition of rent coverage. (3) TA is our largest tenant. We lease 175 travel centers (131 under the TravelCenters of America brand and 44 under the Petro Stopping Centers brand) to a subsidiary of TA under five master leases that expire in 2033. TA has five renewal options for ten years each for all of the travel centers under each lease. BP Corporation North America Inc. guarantees payments under each of the five master leases. The aggregate guaranty as of December 31, 2025 was approximately $3,022,867. Annualized minimum rent amounts and the rent used to calculate rent coverage is based on the stated rent amounts in the lease and excludes the impact of rents prepaid by TA. Rent coverage was 1.21x, 1.23x, 1.35x, 1.24x and 1.05x, for our TA leases no. 1, no. 2, no. 3, no. 4 and no. 5, respectively. Rent coverage is as of December 31, 2025. (1) (2) (3) (3) (4) (1) (2) (3) (4) 67
Page 73
Table of Contents (4) Consists of 171 tenants with an average investment of $2,688 per property and an average annual minimum rent of $178 per property. As of December 31, 2025, our net lease tenants operated across 21 distinct industries within the service-focused retail sector of the U.S. economy. Industry No. ofProperties Investment Percent of TotalInvestment AnnualizedMinimumRent Percent of TotalAnnualizedMinimum Rent Rent Coverage 1. Travel Centers 178 $ 3,311,787 65.0 % $ 267,574 68.6 % 1.22x 2. Restaurants - Quick Service 211 293,030 5.8 % 20,783 5.3 % 2.87x 3. Health and Fitness 15 204,027 4.0 % 13,233 3.4 % 2.08x 5. Restaurants - Casual Dining 59 208,582 4.1 % 13,063 3.3 % 3.03x 4. Grocery Stores 19 129,152 2.5 % 9,883 2.5 % 3.12x 6. Medical, Dental Office 70 104,042 2.0 % 8,680 2.2 % 3.47x 7. Automotive Equipment and Services 64 107,341 2.1 % 7,865 2.0 % 4.98x 8. Home Goods and Leisure 14 98,242 1.9 % 7,711 2.0 % 4.00x 9. Movie Theaters 14 134,478 2.6 % 7,104 1.8 % 2.13x 10. Automotive Dealers 8 62,656 1.2 % 5,094 1.3 % 7.98x 11. General Merchandise Stores 4 55,457 1.1 % 4,054 1.0 % 2.92x 12. Entertainment 3 51,473 1.0 % 3,947 1.0 % 1.08x 13. Building Materials 29 34,006 0.7 % 3,256 0.8 % 8.69x 14. Educational Services 6 37,730 0.7 % 2,902 0.7 % 2.46x 15. Car Washes 7 36,125 0.7 % 2,846 0.7 % 4.85x 16. Sporting Goods 4 29,367 0.6 % 1,920 0.5 % 4.57x 17. Miscellaneous Manufacturing 5 24,355 0.5 % 1,741 0.4 % 14.17x 18. Dollar Stores 7 10,253 0.2 % 721 0.2 % 2.31x 19. Legal Services 3 7,609 0.1 % 681 0.2 % 0.90x 20. Drug Stores and Pharmacies 3 9,699 0.2 % 590 0.2 % 1.26x 21. Other 11 66,061 1.3 % 6,403 1.9 % 4.51x 22. Vacant 26 77,676 1.7 % — — % —x Total 760 $ 5,093,148 100.0 % $ 390,051 100.0 % 1.98x (1) Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any. (2) See page 58 for our definition of rent coverage. (3) Rent coverage for TA is as of December 31, 2025. Annualized minimum rent amounts and the rent used to calculate rent coverage is based on the stated rent amounts in the lease and excludes the impact of rents prepaid by TA. (4) Consists of miscellaneous businesses with an average investment of $6,006 per property. (1) (2) (3) (4) 68
Page 74
Table of Contents As of December 31, 2025, lease expirations at our net lease properties by year are as follows. Year Number of Properties Square Feet Annualized MinimumRent Expiring Percent of TotalAnnualized MinimumRent Expiring Cumulative Percent ofTotal AnnualizedMinimum Rent Expiring 2026 65 644,888 $ 8,630 2.2% 2.2% 2027 36 1,007,582 12,783 3.3% 5.5% 2028 22 592,579 9,622 2.5% 8.0% 2029 79 621,771 10,622 2.7% 10.7% 2030 39 319,702 7,544 1.9% 12.6% 2031 46 463,431 6,796 1.7% 14.3% 2032 35 137,154 2,903 0.7% 15.0% 2033 213 5,371,427 270,571 69.4% 84.4% 2034 22 289,885 5,744 1.5% 85.9% 2035 48 1,188,024 21,595 5.5% 91.4% 2036 28 395,650 7,178 1.8% 93.2% 2037 14 686,103 4,867 1.2% 94.4% 2038 6 44,484 1,201 0.3% 94.7% 2039 14 241,746 4,885 1.3% 96.0% 2040 33 223,031 5,814 1.5% 97.5% 2041 9 233,084 2,637 0.7% 98.2% 2042 1 5,775 160 —% 98.2% 2043 7 127,440 2,164 0.6% 98.8% 2044 2 93,010 278 0.1% 98.9% 2045 12 157,306 3,783 1.0% 99.9% 2051 3 7,414 274 0.1% 100.0% Total 734 12,851,486 $ 390,051 100.0% (1) The year of lease expiration is pursuant to contract terms. As of December 31, 2025, shown below is the list of our top ten states where our net lease properties are located. No other state represents more than 3% of our net lease annualized minimum rents. State Number of Properties Square Feet Annualized Minimum Rent Percent of Total AnnualizedMinimum Rent Texas 57 1,188,461 $ 34,630 8.9% Ohio 38 1,289,668 27,999 7.2% Illinois 54 973,236 27,677 7.1% California 22 399,045 25,994 6.7% Georgia 70 580,553 20,490 5.3% Florida 48 587,706 18,473 4.7% Arizona 25 476,651 16,827 4.3% Pennsylvania 27 506,563 16,062 4.1% Indiana 40 582,761 15,961 4.1% New Mexico 17 248,934 12,181 3.1% Other 362 6,768,324 173,757 44.5% Total 760 13,601,902 $ 390,051 100.0% Seasonality Our hotels and travel centers have historically experienced seasonal differences typical of their industries with higher revenues in the second and third quarters of calendar years compared with the first and fourth quarters. Most of our leases require our tenants to make the substantial portion of our rent payments to us in equal amounts throughout the year. The return payments to us under certain of our management agreements depend exclusively upon earnings at these properties and, accordingly, our income and cash flows from these properties reflect the seasonality of the hotel industry. (1) 69
Page 75
Table of Contents Impact of Climate Change Concerns about climate change have resulted in various treaties, laws and regulations that are intended to limit carbon emissions and address other environmental concerns. These and other laws may cause energy or other costs at our properties to increase. We do not expect the direct impact of these increases to be material to our results of operations, because the increased costs either would be the responsibility of our tenants or managers directly or in the longer term, passed through and paid by customers of our properties. Although we do not believe it is likely in the foreseeable future, laws that have been enacted or may be enacted in the future to mitigate climate change may make some of our buildings obsolete or cause us to make material investments in our properties, which could materially and adversely affect our financial condition or the financial condition of our tenants or managers and their ability to pay rent or returns to us. We are environmentally conscious and aware of the impact our properties have on the environment. We and our tenants and managers have implemented numerous initiatives to encourage recycling of plastics, paper and metal or glass containers; we have programs to encourage reduced water and energy use at a hotel guest’s option by not laundering towels and linens every day and monitoring lights and thermostats when rooms are not in use. When we renovate our hotels we generally use energy efficient products including but not limited to lighting, windows and HVAC equipment and many of the appliances in our extended stay hotels are Energy Star rated. We or our tenants or managers have also installed car battery charging stations at some of the properties to accommodate environmentally aware customers. In an effort to reduce the effects of any increased energy costs in the future, we continuously study ways to improve the energy efficiency at all of our properties. Our property manager, RMR, is a member of the Energy Star program, a joint program of the U.S. Environmental Protection Agency and the U.S. Department of Energy that is focused on promoting energy efficiency at commercial properties through its “Energy Star” partner program, and a member of the U.S. Green Building Council, a nonprofit organization focused on promoting energy efficiency at commercial properties through its Leadership in Energy and Environmental Design, or LEED , green building program. In addition, Sonesta supports the American Hotel & Lodging Association’s Responsible Stay initiative focused on energy efficiency, waste reduction, water conservation and responsible sourcing practices. Some observers believe severe weather in different parts of the world over the last few years is evidence of global climate change. Severe weather may have an adverse effect on certain properties we own. Rising sea levels could cause flooding at some of our properties, which may have an adverse effect on individual properties we own. We mitigate these risks by procuring, or requiring our managers or tenants to procure, insurance coverage we believe adequate to protect us from material damages and losses resulting from the consequences of losses caused by climate change. However, we cannot be sure that our mitigation efforts will be sufficient or that future storms, rising sea levels or other changes that may occur due to future climate change could not have a material adverse effect on our financial results. Non-GAAP Financial Measures We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including FFO and Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs. Funds From Operations and Normalized Funds From Operations We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of real estate and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, as well as adjustments to reflect our share of FFO attributable to an investee and certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the items shown below. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our REIT distribution requirements, limitations in our debt agreements, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and our dividend yield compared to the dividend yields of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do. ® 70
Page 76
Table of Contents Our calculations of FFO and Normalized FFO for the years ended December 31, 2025 and 2024 and reconciliations of net loss, the most directly comparable financial measure under GAAP reported in our consolidated financial statements, to those amounts appear in the following table (amounts in thousands, except per share amounts). Year Ended December 31, 2025 2024 Net loss $ (202,321)$ (275,526) Add (Less):Depreciation and amortization expense 314,963 371,786 Loss on asset impairment 81,889 56,212 Gain on sale of real estate, net (84,218) (6,269) Adjustments to reflect our share of FFO attributable to an investee 4,641 4,347 FFO 114,954 150,550 Add (Less):Loss on early extinguishment of debt, net 2,897 16,181 Adjustments to reflect our share of Normalized FFO attributable to an investee3,570 2,777 Deferred tax liability (6,235) — Transaction related costs 14,698 6,894 Normalized FFO $ 129,884 $ 176,402 Weighted average common shares outstanding (basic and diluted) 165,951 165,338 Basic and diluted per common share amounts: Net Loss $ (1.22)$ (1.67) FFO $ 0.69 $ 0.91 Normalized FFO $ 0.78 $ 1.07 Distributions declared per share $ 0.04 $ 0.61 (1) We recorded a $12,270 income tax benefit during the three months ended December 31, 2025 related to a tax exemption received from tax authorities in Puerto Rico related to our hotel in San Juan. We deducted $6,235 of this benefit from our calculation of Normalized FFO as it relates to a deferred tax liability recorded in 2020 as a result of a book to tax difference previously adjusted from Normalized FFO. (1) 71
Page 77
Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk (dollars in thousands, except per share amounts) We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Other than as described below, we do not currently foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future. Fixed Rate Debt At December 31, 2025, our outstanding fixed rate debt consisted of the following: Debt Principal Balance Annual InterestRate Annual InterestExpense Maturity Interest Payments Due Senior unsecured notes $ 400,000 4.950 % $ 19,800 2027 Semi-Annually Senior secured notes 580,155 — % — 2027 At Maturity Senior guaranteed unsecured notes 450,000 5.500 % 24,750 2027 Semi-Annually Senior unsecured notes 400,000 3.950 % 15,800 2028 Semi-Annually Net lease mortgage notes 604,654 5.600 % 33,861 2028 Monthly Senior guaranteed unsecured notes 700,000 8.375 % 58,625 2029 Semi-Annually Senior unsecured notes 425,000 4.950 % 21,038 2029 Semi-Annually Senior unsecured notes 400,000 4.375 % 17,500 2030 Semi-Annually Senior secured notes 1,000,000 8.625 % 86,250 2031 Semi-Annually Senior guaranteed unsecured notes 500,000 8.875 % 44,375 2032 Semi-Annually $ 5,459,809 $ 321,999 No principal repayments are due under our unsecured or secured senior notes until maturity. Our net lease mortgage notes require principal and interest payments through maturity pursuant to amortization schedules. Our $580,155 senior secured notes due 2027 require no cash interest to accrue prior to maturity and will accrete at a rate of 7.50% per annum compounded semi-annually on March 30 and September 30 of each year, such that the accreted value will equal the principal amount at maturity. Because certain notes require interest at fixed rates, changes in market interest rates during the term of these debts will not affect our interest obligations. If these notes were refinanced at interest rates which are one percentage point higher than the rates shown above, our per annum interest cost would increase by approximately $48,797, which amount excludes $580,155 of our senior secured notes due 2027 as no interest is due until maturity. Changes in market interest rates would affect the fair value of our fixed rate debt obligations; increases in market interest rates decrease the fair value of our fixed rate debt while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at December 31, 2025 and discounted cash flows analyses through the respective maturity dates, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligations, a hypothetical immediate one percentage point change in interest rates would change the fair value of those debt obligations by approximately $145,822, which amount excludes $580,155 of our senior secured notes due 2027 as no interest is due until maturity. Our fixed rate debt arrangements may allow us to make repayments earlier than the stated maturity date. In some cases, we are not allowed to make early repayment prior to a cutoff date and we are generally allowed to make prepayments only at a premium equal to a make whole amount, as defined, which is generally designed to preserve a stated yield to the noteholder. Also, we have in the past repurchased and retired some of our outstanding debts and we may do so again in the future. These prepayment rights and our ability to repurchase and retire outstanding debt may afford us opportunities to mitigate the risks of refinancing our debts at their maturities at higher rates by refinancing prior to maturity. Floating Rate Debt As of December 31, 2025, we had no amounts outstanding under our revolving credit facility and $45,000 outstanding under the VFN. The maturity date of our revolving credit facility is June 29, 2027, and, subject to our meeting certain conditions, including our payment of an extension fee, we have an option to extend the stated maturity date of the facility by two six-month periods. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year. No principal repayments are required under our revolving credit facility or the VFN prior to maturity and repayments may be made and redrawn subject to conditions at any time without penalty. 72
Page 78
Table of Contents Borrowings under our revolving credit facility and the VFN are in U.S. dollars and require interest to be paid at a rate of SOFR plus premiums. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates, specifically SOFR. In addition, upon renewal or refinancing of our revolving credit facility and the VFN, we are vulnerable to increases in interest rate premiums due to market conditions or our perceived credit characteristics. Generally, a change in interest rates would not affect the value of this floating rate debt but would affect our operating results. The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense as of December 31, 2025: Impact of Increase in Interest Rates Interest RatePer Year OutstandingDebt Total InterestExpense Per Year Annual PerShare Impact At December 31, 2025 5.62 % $ 45,000 $ 2,529 $ 0.02 One percentage point increase 6.62 % $ 45,000 $ 2,979 $ 0.02 (1) Based on SOFR plus a premium, which was 175 basis points per annum for the VFN at December 31, 2025. (2) Based on diluted weighted average common shares outstanding for the year ended December 31, 2025. The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense as of December 31, 2025 if we were fully drawn on our revolving credit facility and the VFN: Impact of Increase in Interest Rates Interest RatePer Year OutstandingDebt Total InterestExpense Per Year Annual PerShare Impact At December 31, 2025 6.32 % $ 695,000 $ 43,924 $ 0.26 One percentage point increase 7.32 % $ 695,000 $ 50,874 $ 0.31 (1) Based on SOFR plus a premium, which was 250 basis points per annum for our revolving credit facility and 175 basis points per annum for the VFN, as of at December 31, 2025. Interest Rate is weighted based on amounts outstanding. (2) Represents the maximum amount available under our revolving credit facility and the VFN. (3) Based on diluted weighted average common shares outstanding for the year ended December 31, 2025. The foregoing tables show the impact of an immediate change in floating interest rates as of December 31, 2025. If interest rates were to change gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amounts under our revolving credit facility, the VFN or other floating rate debt, if any. Although we have no present plans to do so, we may in the future enter into hedge arrangements from time to time to mitigate our exposure to changes in interest rates. Item 8. Financial Statements and Supplementary Data The information required by this item is included in Part IV, Item 15 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective. There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management Report on Assessment of Internal Control Over Financial Reporting We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control (1) (2) (1) (2) (3) 73
Page 79
Table of Contents system is designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control— Integrated Framework (2013). Based on this assessment, we believe that, as of December 31, 2025, our internal control over financial reporting is effective. Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2025 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. The report appears elsewhere herein. Item 9B. Other Information During the three months ended December 31, 2025, none of our Trustees or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance We have a Code of Conduct that applies to our officers and Trustees. Our Code of Conduct is posted on our website, www.svcreit.com. A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to: Secretary, Service Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website. We have adopted comprehensive insider trading policies and procedures that apply to trustees, directors, officers and employees, as applicable, of us and RMR. These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws. The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5-1 trading plans. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K. The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to our definitive Proxy Statement. 74
Page 80
Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information. We may grant common shares to our officers, other employees of RMR and officers or employees of Sonesta under our Second Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan. In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2012 Plan. The terms of awards made under the 2012 Plan are determined by the Compensation Committee of our Board of Trustees at the time of the award. The following table is as of December 31, 2025: Plan category Number of securities tobe issued upon exerciseof outstanding options,warrants and rights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a)) (a) (b) (c) Equity compensation plans approved by securityholders — 2012 PlanNone. None. 1,661,921 Equity compensation plans not approved by securityholders None. None. None. Total None. None. 1,661,921 (1) Consists of common shares available for issuance pursuant to the terms of the 2012 Plan. Share awards that are forfeited will be added to the common shares available for issuance under the 2012 Plan. Payments by us to our officers, other employees of RMR and officers or employees of Sonesta are described in Notes 7 and 9 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference to our definitive Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by Item 14 is incorporated by reference to our definitive Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Index to Financial Statements and Financial Statement Schedules The following consolidated financial statements and financial statement schedule and notes of Service Properties Trust are included on the pages indicated: Page Reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34) F-1 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2025F-5 Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2025 F-6 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 F-7 Notes to Consolidated Financial Statements F-9 Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2025 S-1 Notes to Schedule III S-6 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted. (1) (1) 75
Page 81
Table of Contents Significant Tenant TA, an indirect subsidiary of BP p.l.c., or BP Parent, is the lessee of 33.0% of our real estate properties, at historical cost, as of December 31, 2025. BP Corporation North America Inc. guarantees payment under each of the leases with TA, subject to a cap. Financial information about BP Corporation North America Inc. may be found on the SEC’s website by entering BP Parent’s name at http://www.sec.gov/edgar/searchedgar/companysearch.html. Reference to BP Parent’s financial information on this external website is presented to comply with applicable accounting regulations of the SEC. Except for such financial information contained therein as is required to be included herein under such regulations, BP Parent’s public filings and other information located in external websites are not incorporated by reference into these financial statements. See Notes 4, 5 and 9 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for further information relating to our leases with TA. (b) Exhibits Exhibit Number Description 3.1 Composite Copy of Amended and Restated Declaration of Trust, dated as of August 21, 1995, as amended to date.(Incorporated by reference to the Company’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, filedon July 15, 2020, File No. 333-226944.) 3.2 Articles Supplementary to the Declaration of Trust of the Company, dated June 10, 2020. (Incorporated by reference to theCompany’s Current Report on Form 8-K filed on June 10, 2020.) 3.3 Third Amended and Restated Bylaws of the Company, adopted effective June 14, 2024. (Incorporated by reference to theCompany's Current Report on Form 8-K filed on June 17, 2024.) 4.1 Form of Common Share Certificate. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the yeaended December 31, 2019.) 4.2 Indenture, dated as of February 3, 2016, between the Company and U.S. Bank Trust Company, National Association (assuccessor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Current Report onForm 8-K filed on February 4, 2016.) 4.3 Third Supplemental Indenture, dated as of January 13, 2017, between the Company and U.S. Bank Trust Company, NationaAssociation (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.950% Senior Notes du2027, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2016.) 4.4 Fourth Supplemental Indenture, dated as of October 26, 2017, between the Company and U.S. Bank Trust Company,National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 3.950% SeniorNotes due 2028, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for tquarter ended September 30, 2017.) 4.5 Fifth Supplemental Indenture, dated as of February 2, 2018, between the Company and U.S. Bank Trust Company, NationaAssociation (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.375% Senior Notes du2030, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2017.) 4.6 Eighth Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S. Bank Trust Company,National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.950% SeniorNotes due 2029, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed onSeptember 18, 2019.) 4.7 Tenth Supplemental Indenture, dated as of November 20, 2020, among the Company, certain subsidiaries of the Companynamed therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. BankNational Association), relating to the Company’s 5.50% Senior Notes due 2027, including form thereof. (Incorporated byreference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.) 4.8 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.) 76
Page 82
Table of Contents 4.9 Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.) 4.10 Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 4.11 Supplemental Indenture, dated as of July 27, 2023, among the Company, HPTWN Properties Trust, Highway Ventures Properties Trust, Highway Ventures Properties LLC, HPT TA Properties LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 4.12 Supplemental Indenture, dated as of April 4, 2024, among the Company, SVC Higgins Road TRS LLC, SVC Mannheim Road TRS LLC, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.) 4.13 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc., HPTMI Properties Trust and Royal Sonesta, Inc., and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.) 4.14 Eleventh Supplemental Indenture, dated as of June 3, 2024, among the Company, certain subsidiaries of the Company nametherein as guarantors and U.S. Bank Trust Company, National Association, relating to the Company’s 8.375% SeniorGuaranteed Unsecured Notes due 2029, including form thereof. (Incorporated by reference to the Company’s Current Repoon Form 8-K filed on June 3, 2024.) 4.15 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc.,HPTMI Properties Trust and Royal Sonesta, Inc., and U.S. Bank Trust Company, National Association, relating to theCompany’s 8.375% Senior Guaranteed Unsecured Notes due 2029. (Incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2025.) 4.16 Twelfth Supplemental Indenture, dated as of June 3, 2024, among the Company, certain subsidiaries of the Company namedtherein as guarantors and U.S. Bank Trust Company, National Association, relating to the Company’s 8.875% SeniorGuaranteed Unsecured Notes due 2032, including form thereof. (Incorporated by reference to the Company’s Current Repoon Form 8-K filed on June 3, 2024.) 4.17 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc.,HPTMI Properties Trust and Royal Sonesta, Inc., and U.S. Bank Trust Company, National Association, relating to theCompany’s 8.875% Senior Guaranteed Unsecured Notes due 2032. (Incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2025.) 4.18 Indenture, dated as of November 16, 2023, among the Company, certain subsidiaries of the Company named therein asguarantors and U.S. Bank Trust Company, National Association, relating to the Company’s 8.625% Senior Secured Notes d2031, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2023.) 4.19 Supplemental Indenture, dated as of April 4, 2024, among the Company, SVC Higgins Road TRS LLC, SVC MannheimRoad TRS LLC, and U.S. Bank Trust Company, National Association, relating to the Company’s 8.625% Senior Notes due2031. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.) 4.20 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc.,HPTMI Properties Trust and Royal Sonesta, Inc., and U.S. Bank Trust Company, National Association, relating to theCompany’s 8.625% Senior Notes due 2031. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q fthe quarter ended June 30, 2025.) 4.21 Indenture, dated as of September 23, 2025, between the Company, certain subsidiaries of the Company named therein asguarantors and U.S. Bank Trust Company, National Association, relating to the Company’s Senior Secured Notes due 2027including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 24,2025.) 77
Page 83
Table of Contents 4.22 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a ReitManagement & Research Trust) and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on For8-K filed on June 8, 2015.) 4.23 Description of Securities. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2024.) 8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters. (Filed herewith.) 10.1 Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and TheRMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 10.2 First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021,between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Quarterly Report onForm 10-Q for the quarter ended September 30, 2021.) 10.3 Second Amendment to Second Amended and Restated Business Management Agreement, effective as of January 1, 2026,between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form8-K filed on January 5, 2026.) 10.4 Third Amended and Restated Property Management Agreement, dated as of June 22, 2021, between the Company and TheRMR Group LLC. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter endedJune 30, 2021.) 10.5 Service Properties Trust Second Amended and Restated 2012 Equity Compensation Plan. (Incorporated by reference to theCompany’s Current Report on Form 8-K filed on June 16, 2025.) 10.6 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for thequarter ended September 30, 2020.) 10.7 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for thequarter ended September 30, 2022.) 10.8 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for thequarter ended September 30, 2023.) 10.9 Form of Indemnification Agreement. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for thequarter ended March 31, 2025.) 10.10 Third Amended and Restated Credit Agreement, dated as of June 29, 2023, among the Company, Wells Fargo Bank, NationAssociation, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to theCompany’s Current Report on Form 8-K filed on July 6, 2023.) 10.11 Incremental Revolving Commitment Assumption Agreement, dated as of July 5, 2023, among the Company, certain of itssubsidiaries party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutioparty thereto. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2023.) 10.12 First Amendment to Third Amended and Restated Credit Agreement, dated as of November 3, 2023, among the Company,Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.) 10.13 Second Amendment to Third Amended and Restated Credit Agreement, dated as of October 23, 2024, among the Company Wells Fargo Bank, National Association, as administrative agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.) 10.14 Third Amendment to Third Amended and Restated Credit Agreement, dated as of February 25, 2025, among the Company, Wells Fargo Bank, National Association, as administrative agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.) 10.15 Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of May 30, 2025, among the Company, We Fargo Bank, National Association, as administrative agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.) 78
Page 84
Table of Contents 10.16 Amended and Restated Pledge Agreement, dated as of June 29, 2023, between the Company, certain of its direct and indirec subsidiaries and Wells Fargo Bank, National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2023.) 10.17 Pledge Supplement No. 1, dated as of May 30, 2025, among Highway Ventures Borrower LLC and Highway VenturesProperties Trust, and Wells Fargo Bank, National Association. (Incorporated by reference to the Company’s Quarterly Repoon Form 10-Q for the quarter ended June 30, 2025.) 10.18 Pledge Interest Release Letter, dated as of May 30, 2025, between the Company and Wells Fargo Bank, National Associatio(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.) 10.19 Release of Certain Guarantors, dated as of June 27, 2025, by U.S. Bank Trust Company, National Association (as successorinterest to U.S. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q fthe quarter ended June 30, 2025.) 10.20 Release of Certain Guarantors, dated as of June 27, 2025, by U.S. Bank Trust Company, National Association. (Incorporateby reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.) 10.21 Release of Certain Guarantors, dated as of June 27, 2025, by U.S. Bank Trust Company, National Association. (Incorporateby reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.) 10.22 Release of Certain Guarantors, dated as of June 27, 2025, by U.S. Bank Trust Company, National Association. (Incorporateby reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.) 10.23 Transaction Agreement, dated as of February 27, 2020, between Sonesta Holdco Corporation and the Company.(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.) 10.24 Stockholders Agreement, dated as of February 27, 2020, by and among Sonesta Holdco Corporation, the Company, SVCHoldings LLC, Adam D. Portnoy and Diane Portnoy, as trustee of the Diane Portnoy 2019 Revocable Trust under agreemendated May 28, 2019. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter endedMarch 31, 2020.) 10.25 Amended, Restated and Consolidated Pooling Agreement, dated as of January 1, 2022, among Sonesta International HotelsCorporation, certain subsidiaries of the Company named therein as owners and certain subsidiaries of Sonesta InternationalHotels Corporation named therein as managers. (Incorporated by reference to the Company’s Current Report on Form 8-Kfiled on January 10, 2022). (Updated schedules thereto filed herewith.) 10.26 Representative Form of Amended and Restated Management Agreement among Sonesta International Hotels Corporation,Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc. and HRP TRS MRP, Inc. (Sale Hotels). (Incorporated byreference to the Company’s Current Report on Form 8-K filed on January 10, 2022.) (Updated schedule of applicableagreements filed herewith.) 10.27 Representative Form of Management Agreement between Sonesta International Hotels Corporation and certain of itssubsidiaries and certain subsidiaries of the Company (Retained Hotels). (Incorporated by reference to the Company’s CurreReport on Form 8-K filed on September 2, 2025.) (Schedule of applicable agreements incorporated by reference to theCompany’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.) 10.28 Third Amended and Restated Lease Agreement No. 1, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for th quarter ended June 30, 2023.) 10.29 First Amendment to Third Amended and Restated Lease Agreement No. 1, dated as of February 28, 2024, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.) 10.30 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. forthe benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated LeaseAgreement No. 1). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June30, 2023.) 10.31 Third Amended and Restated Lease Agreement No. 2, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TAProperties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for thquarter ended June 30, 2023.) 79
Page 85
Table of Contents 10.32 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. forthe benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated LeaseAgreement No. 2). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June30, 2023.) 10.33 Third Amended and Restated Lease Agreement No. 3, dated as of May 15, 2023, between SVC HYB Lease Pool 3 LLC andTA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended Jun30, 2023.) 10.34 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. forthe benefit of SVC HYB Lease Pool 3 LLC (relating to Third Amended and Restated Lease Agreement No. 3). (Incorporateby reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.35 Third Amended and Restated Lease Agreement No. 4, dated as of May 15, 2023, between SVC HYB Lease Pool 4 LLC andTA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended Jun30, 2023.) 10.36 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. forthe benefit of SVC HYB Lease Pool 4 LLC (relating to Third Amended and Restated Lease Agreement No. 4). (Incorporateby reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.37 Second Amended and Restated Lease Agreement No. 5, dated as of May 15, 2023, among Highway Ventures PropertiesTrust, Highway Ventures Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2023.) 10.38 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. forthe benefit of Highway Ventures Properties Trust and Highway Ventures Properties LLC (relating to Second Amended andRestated Lease Agreement No. 5). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for thequarter ended June 30, 2023.) 10.39 Consent and Amendment Agreement, dated as of February 15, 2023, among the Company, HPT TA Properties Trust, HPTTRS Inc., HPT TA Properties LLC, Highway Ventures Properties Trust, Highway Ventures Properties LLC, TravelCenters oAmerica Inc., TA Operating LLC and BP Products North America Inc. (Incorporated by reference to the Company’s CurrenReport on Form 8-K filed on February 21, 2023.) 19.1 Service Properties Trust Insider Trading Policies and Procedures. (†) (Filed herewith.) 21.1 Subsidiaries of the Company. (Filed herewith.) 22.1 List of Subsidiary Guarantors. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterended June 30, 2025.) 23.1 Consent of Deloitte & Touche LLP. (Filed herewith.) 23.2 Consent of Sullivan & Worcester LLP. (Contained in Exhibit 8.1.) 31.1 Rule 13a-14(a) Certification. (Filed herewith.) 31.2 Rule 13a-14(a) Certification. (Filed herewith.) 32.1 Section 1350 Certification. (Furnished herewith.) 97.1 Service Properties Trust Clawback Policy. (Incorporated by reference to the Company's Annual Report on Form 10-K for thyear ended December 31, 2023.) 99.1 Registration Rights Agreement, dated as of February 27, 2020, among Sonesta Holdco Corporation, the Company and SVCHoldings LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 32020.) 99.2 Letter Agreement, dated as of February 10, 2023, among the Company and The RMR Group LLC. (Incorporated by referento the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.) 99.3 Letter Agreement, dated as of May 1, 2023, between the Company and The RMR Group LLC. (Incorporated by reference tothe Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.) 80
Page 86
Table of Contents 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) 101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) 104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.) (+) Management contract or compensatory plan or arrangement. (†) This document was previously filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, and is being refiled to correct a scrivener’s error. As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Item 16. Form 10-K Summary None. 81
Page 87
Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Service Properties Trust Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Service Properties Trust (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Properties — Refer to Notes 2 and 13 to the financial statements Critical Audit Matter Description The Company’s investments in real estate properties were $5.5 billion, net of accumulated depreciation of $2.4 billion as of December 31, 2025. The Company’s investments in real estate assets are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate asset may not be recoverable. Impairment indicators may include declining tenant occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are identified for any real estate asset, the Company evaluates the recoverability of that real estate asset by comparing undiscounted future cash flows expected to be generated by the real estate asset over the Company’s expected remaining hold period to the respective carrying amount. The Company’s undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents and hotel performance, and terminal capitalization rates. F-1
Page 88
Table of Contents We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate assets. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents and hotel performance, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the undiscounted cash flows analysis for each real estate asset or group of assets with impairment indicators included the following among others: • We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate property assets, including the key assumptions utilized in estimating the undiscounted future cash flows. • We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents and hotel performance, and terminal capitalization rates for each real estate asset or group of assets with impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit. • We evaluated the reasonableness of management’s undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate asset or group of assets with indicators of impairment. We compared our analysis of the recoverability of the real estate asset or group of assets to the Company’s analysis. • We made inquiries of management about the current status of potential transactions and about management's judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties. /s/ Deloitte & Touche LLP Boston, Massachusetts February 25, 2026 We have served as the Company’s auditor since 2020. F-2
Page 89
Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Service Properties Trust Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Service Properties Trust (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts February 25, 2026 F-3
Page 90
Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) December 31, 2025 2024 ASSETS Real estate properties: Land $ 1,750,799 $ 1,930,459 Buildings, improvements and equipment 6,198,233 7,682,885 Total real estate properties, gross 7,949,032 9,613,344 Accumulated depreciation (2,442,966) (3,238,636) Total real estate properties, net 5,506,066 6,374,708 Acquired real estate leases and other intangibles, net 100,044 107,956 Assets of properties held for sale 94,366 43,101 Cash and cash equivalents 346,813 143,482 Restricted cash 25,275 13,904 Equity method investment 111,796 115,818 Due from related persons 241 3,911 Other assets, net 306,979 316,678 Total assets $ 6,491,580 $ 7,119,558 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured debt, net $ 3,233,683 $ 4,020,347 Secured debt, net 2,100,745 1,690,356 Accounts payable and other liabilities 458,908 532,522 Due to related persons 46,791 24,118 Liabilities of properties held for sale 5,329 342 Total liabilities 5,845,456 6,267,685 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 168,070,129and 166,636,537 shares issued and outstanding, respectively 1,681 1,666 Additional paid in capital 4,563,371 4,560,334 Cumulative other comprehensive income 2,068 1,865 Cumulative net income 1,992,653 2,194,974 Cumulative common distributions (5,913,649) (5,906,966) Total shareholders’ equity 646,124 851,873 Total liabilities and shareholders’ equity $ 6,491,580 $ 7,119,558 The accompanying notes are an integral part of these consolidated financial statements. F-4
Page 91
Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) Year Ended December 31, 2025 2024 2023 Revenues: Hotel operating revenues $ 1,413,403 $ 1,496,705 $ 1,478,034 Rental income 401,435 400,223 395,829 Total revenues 1,814,838 1,896,928 1,873,863 Expenses: Hotel operating expenses 1,226,542 1,274,153 1,223,906 Net lease operating expenses 21,597 19,817 17,663 Depreciation and amortization 314,963 371,786 384,060 General and administrative 40,667 40,239 45,397 Transaction related costs 14,698 6,894 (1,623) Loss on asset impairment 81,889 56,212 9,544 Total expenses 1,700,356 1,769,101 1,678,947 Gain on sale of real estate, net 84,218 6,269 43,239 Gain on equity securities — — 48,837 Interest income 8,998 4,052 20,979 Interest expense (including amortization of debt issuance costs, discounts andpremiums of $46,337, $31,127 and $25,710, respectively) (413,614) (383,792) (336,342) Loss on early extinguishment of debt, net (2,897) (16,181) (1,524) Loss before income tax benefit (expense) and equity in losses of an investee(208,813) (261,825) (29,895) Income tax benefit (expense) 10,717 (1,402) 1,498 Equity in losses of an investee (4,225) (12,299) (4,382) Net loss (202,321) (275,526) (32,779) Other comprehensive income (loss): Equity interest in investee’s unrealized gains (losses) 203 (453) (65) Other comprehensive income (loss) 203 (453) (65) Comprehensive loss $ (202,118) $ (275,979) $ (32,844) Weighted average common shares outstanding (basic and diluted) 165,951 165,338 164,988 Net loss per common share (basic and diluted) $ (1.22) $ (1.67) $ (0.20) The accompanying notes are an integral part of these consolidated financial statements. F-5
Page 92
Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) Number of Shares Common Shares Cumulative Common Distributions Additional Paid in Capital Cumulative Net Income Cumulative Other Comprehensive Income Total Balance at December 31, 2022165,452,566 $ 1,655 $ (5,673,386) $ 4,554,861 $ 2,503,279 $ 2,383 $ 1,388,792 Net loss — — — — (32,779) — (32,779) Equity interest in investee’sunrealized losses — — — — — (65) (65) Common share grants 438,000 4 — 3,478 — — 3,482 Common share repurchases (98,571) (1) — (801) — — (802) Common share forfeitures (22,400) — — (65) — — (65) Distributions — — (132,430) — — — (132,430) Balance at December 31, 2023165,769,595 1,658 (5,805,816) 4,557,473 2,470,500 2,318 1,226,133 Net loss — — — — (275,526) — (275,526) Equity interest in investee’sunrealized losses — — — — — (453) (453) Common share grants 1,031,329 10 — 3,611 — — 3,621 Common share repurchases (161,387) (2) — (749) — — (751) Common share forfeitures (3,000) — — (1) — — (1) Distributions — — (101,150) — — — (101,150) Balance at December 31, 2024166,636,537 1,666 (5,906,966) 4,560,334 2,194,974 1,865 851,873 Net loss — — — — (202,321) — (202,321) Equity interest in investee’sunrealized gains — — — — — 203 203 Common share grants 1,747,861 17 — 3,746 — — 3,763 Common share repurchases (245,685) (2) — (658) — — (660) Common share forfeitures (68,584) — — (51) — — (51) Distributions — — (6,683) — — — (6,683) Balance at December 31, 2025168,070,129 $ 1,681 $ (5,913,649) $ 4,563,371 $ 1,992,653 $ 2,068 $ 646,124 The accompanying notes are an integral part of these consolidated financial statements. F-6
Page 93
Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ (202,321) $ (275,526) $ (32,779) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 314,963 371,786 384,060 Net amortization of debt issuance costs, discounts and premiums as interest46,337 31,127 25,710 Straight line rental income (11,222) (18,541) (13,165) Loss on early extinguishment of debt, net 2,897 16,181 1,524 Loss on asset impairment 81,889 56,212 9,544 Gain on equity securities — — (48,837) Equity in losses of an investee 4,225 12,299 4,382 Gain on sale of real estate, net (84,218) (6,269) (43,239) Deferred income taxes 2,678 (3,169) (1,291) Other non-cash income, net (1,827) (1,841) (1,706) Changes in assets and liabilities: Due from related persons 3,670 2,465 21,135 Other assets 18,171 743 35,693 Accounts payable and other liabilities (61,456) (42,586) 144,079 Due to related persons 4,022 (3,490) 439 Net cash provided by operating activities 117,808 139,391 485,549 Cash flows from investing activities: Real estate improvements (224,833) (303,600) (200,894) Hotel managers’ purchases with restricted cash (4,579) (6,375) (5,407) Proceeds from sale of TravelCenters of America Inc. common shares — — 101,892 Proceeds from sale of tradenames and trademarks — — 89,400 Real estate acquisitions and deposits (94,922) — (165,866) Net proceeds from sale of real estate 853,046 102,382 156,432 Investment in Sonesta — (15,266) (5,134) Net cash provided by (used in) investing activities 528,712 (222,859) (29,577) Cash flows from financing activities: Proceeds from mortgage notes payable, net of discounts — — 576,946 Repayment of mortgage notes payable (1,958) (1,958) (1,631) Proceeds from senior secured notes, net of discounts 492,499 — 985,900 Proceeds from senior unsecured notes, net of discounts — 1,165,007 — Repayment of senior unsecured notes (801,796) (1,162,653) (1,675,000) Borrowings under variable funding note 45,000 — — Borrowings under revolving credit facility 765,000 160,000 — Repayments of revolving credit facility (915,000) (10,000) — Payment of debt issuance costs (8,220) (5,471) (56,545) Repurchase of common shares (660) (751) (802) Distributions to common shareholders (6,683) (101,150) (132,430) Net cash (used in) provided by financing activities (431,818) 43,024 (303,562) Increase (decrease) in cash and cash equivalents and restricted cash 214,702 (40,444) 152,410 Cash and cash equivalents and restricted cash at beginning of year 157,386 197,830 45,420 Cash and cash equivalents and restricted cash at end of year $ 372,088 $ 157,386 $ 197,830 The accompanying notes are an integral part of these consolidated financial statements. F-7
Page 94
Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (dollars in thousands) Year Ended December 31, 2025 2024 2023 Supplemental cash flow information: Cash paid for interest $ 379,566 $ 366,194 $ 314,323 Cash (refunded) paid for income taxes $ (639) $ 4,190 $ 1,365 Non-cash investing activities: Real estate improvements accrued, not paid $ 47,560 $ 40,954 $ 47,868 Non-cash financing activities: Extinguishment of senior unsecured notes $ — $ (2,569) $ — Supplemental disclosure of cash and cash equivalents and restricted cash: The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to theamounts shown in the consolidated statements of cash flows: As of December 31, 2025 2024 2023 Cash and cash equivalents $ 346,813 $ 143,482 $ 180,119 Restricted cash 25,275 13,904 17,711 Total cash and cash equivalents and restricted cash $ 372,088 $ 157,386 $ 197,830 The accompanying notes are an integral part of these consolidated financial statements. F-8
Page 95
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 1. Organization Service Properties Trust, or SVC, we, us or our, is a real estate investment trust, or REIT, organized on February 7, 1995 under the laws of the State of Maryland, which invests in service-focused retail net lease properties and hotels. At December 31, 2025, we owned, directly and through our subsidiaries, 760 service-focused retail net lease properties and 94 hotels. At December 31, 2025, our 760 service-focused retail net lease properties were leased by 181 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant. At December 31, 2025, all 94 of our hotels were managed by subsidiaries of the following companies: Sonesta Holdco Corporation or collectively with its subsidiaries, Sonesta (69 hotels), Hyatt Hotels Corporation, or Hyatt (17 hotels), Radisson Hospitality, Inc., or Radisson (seven hotels), and InterContinental Hotels Group, plc, or IHG (one hotel). Hereinafter, these companies are sometimes referred to as our tenants and/or managers, or collectively, operators. Note 2. Summary of Significant Accounting Policies Basis of Presentation. These consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are 100% owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification , or ASC. We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. The assets of our TRSs were $122,004 and $144,079 as of December 31, 2025 and 2024, respectively, and consist primarily of our TRS’s investment in Sonesta’s common stock and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $57,846 and $78,749 as of December 31, 2025 and 2024, respectively, and consist primarily of amounts payable to certain of our hotel managers. The assets of our TRSs are available to satisfy our TRSs’ obligations and we have guaranteed certain obligations of our TRSs. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Estimates in our consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets and impairment of real estate and related intangibles. Real Estate Properties. We record real estate properties at cost less impairments, if any. We record the cost of real estate acquired at the relative fair value of building, land, furniture, fixtures and equipment, and, if applicable, acquired in place leases, above or below market leases and customer relationships. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the net assets acquired to goodwill. We depreciate real estate properties on a straight line basis over estimated useful lives of up to 40 years for buildings and improvements and up to 12 years for personal property and we amortize finite lived intangible assets over the shorter of their useful lives or the term of the associated lease. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determination of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of our real estate properties. These indicators may include weak or declining operating profitability, cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life or market or industry changes that could permanently reduce the value of our investments. If there is an indication that the carrying value of a property is not recoverable, we estimate the projected undiscounted cash flows of the asset to determine if an impairment loss should be recognized. We determine the amount of an impairment loss by comparing the historical carrying value of the property to its estimated fair value. We estimate fair value by evaluating recent financial performance and projecting discounted cash flows of properties using standard industry valuation techniques. In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our real estate properties. If we change ™ F-9
Page 96
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) estimated lives, we depreciate or amortize the carrying values of affected assets over the revised remaining lives. During the years ended December 31, 2025, 2024 and 2023, we recorded $81,889, $56,212 and $9,544, respectively, of losses on asset impairment to reduce the carrying value of certain of our properties to their estimated fair values or estimated fair values less costs to sell. Intangible Assets and Liabilities. Intangible assets consist primarily of acquired above market operating leases where we are the lessor and below market ground leases for which we are the tenant or lessee. Intangible liabilities consist of acquired below market operating leases where we are the lessor and acquired above market ground leases for which we are the tenant or lessee. We include intangible assets in acquired real estate leases and other intangibles, net and intangible liabilities in accounts payable and other liabilities in our consolidated balance sheets. At December 31, 2025 and 2024, our intangible assets and liabilities were as follows: December 31, 2025 2024 Assets: Above market operating leases, net of accumulated amortization of $94,173 and $97,628, respectively $ 97,864 $ 105,038 Below market ground leases, net of accumulated amortization of $12,516 and $11,260, respectively 1,317 1,977 Other, net of accumulated amortization of $435 and $617, respectively 863 941 $ 100,044 $ 107,956 Liabilities: Below market operating leases, net of accumulated amortization of $720 and $656, respectively $ 435 $ 560 $ 435 $ 560 We amortize above and below market leases on a straight line basis over the terms of the associated leases. For the years ended December 31, 2025, 2024 and 2023, amortization relating to intangible assets was $20,977, $22,666 and $32,223, respectively, and amortization relating to intangible liabilities was $125, $193 and $205, respectively. As of December 31, 2025, the weighted average amortization period for capitalized above market leases and below market leases were 9.2 years and 7.4 years, respectively. As of December 31, 2025, we estimate future amortization relating to intangible assets and liabilities as follows: Year Above Market OperatingLeases Below Market GroundLeases Other Below Market OperatingLeases 2026 $ 14,419 $ 658 $ 78 $ (119) 2027 12,282 658 78 (87) 2028 9,492 1 78 (74) 2029 7,919 — 78 (31) 2030 7,308 — 78 (13) Thereafter 46,444 — 473 (111) Total $ 97,864 $ 1,317 $ 863 $ (435) Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash. Restricted cash consists of amounts escrowed pursuant to the terms of our hotel management agreements to fund capital improvements at our hotels and amounts escrowed as required by certain of our debt agreements. F-10
Page 97
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Debt Issuance Costs. Debt issuance costs consist of capitalized issuance costs related to borrowings, which are amortized to interest expense over the terms of the respective debt. Debt issuance costs, net of accumulated amortization, for our revolving credit facility are included in other assets, net in our consolidated balance sheets. As of December 31, 2025 and 2024, debt issuance costs for our revolving credit facility and our variable funding note, or the VFN, were $19,314 and $13,190, respectively, and accumulated amortization of debt issuance costs for our revolving credit facility and the VFN were $11,607 and $4,958, respectively. Debt issuance costs, net of accumulated amortization, for our senior notes and our net lease mortgage notes, are presented as a direct deduction from the associated debt liability in our consolidated balance sheets. As of December 31, 2025 and 2024, debt issuance costs, net of accumulated amortization, were $43,451 and $44,083, respectively, for our senior notes, and $12,161 and $17,618, respectively, for our net lease mortgage notes. Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility, the VFN, our senior notes and our net lease mortgage notes as of December 31, 2025, are as follows: Year Amount 2026 $ 24,164 2027 19,533 2028 7,373 2029 5,121 2030 3,414 Thereafter 3,714 Total $ 63,319 Equity Method Investment. We account for our 34% non-controlling interest in Sonesta under the equity method of accounting. Sonesta is a private company and Adam D. Portnoy, one of our Managing Trustees who also serves as one of Sonesta’s directors, is the controlling shareholder. One of Sonesta’s other directors is our former Managing Trustee. Certain of Sonesta’s officers are officers of RMR. Certain other officers and employees of Sonesta are former employees of RMR. RMR also provides certain services to Sonesta. See Notes 4, 5 and 9 for a further discussion of our investment in and relationships with Sonesta. Equity Securities. We recorded our former investment in equity securities at fair value based on their quoted market price at the end of each reporting period. Changes in the fair value of our equity securities are recorded through earnings in accordance with FASB Accounting Standards Update, or ASU, No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. Fair Value of Financial Instruments. We determine the estimated fair value of financial assets and liabilities using the three-tier fair value hierarchy established by GAAP, which prioritizes observable inputs in active markets when measuring fair value. The three levels of inputs that may be used to measure fair value in order of priority are as follows: Level 1 - Inputs include quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 - Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly. Level 3 - Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement. Revenue Recognition. We report hotel operating revenues for managed hotels in our consolidated statements of comprehensive income (loss). We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided. We report rental income for leased properties in our consolidated statements of comprehensive income (loss). We recognize rental income from operating leases on a straight line basis over the terms of the lease agreements. We increased rental income by $11,222, $18,541 and $13,165 during the years ended December 31, 2025, 2024 and 2023, respectively, to record scheduled rent changes under certain of our leases on a straight line basis. Other assets, net includes $98,729 and $81,574 of straight line rent receivables at December 31, 2025 and 2024, respectively. F-11
Page 98
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements. We may determine percentage rent due to us under our leases monthly, quarterly or annually, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We recorded percentage rent of $2,992, $2,707 and $6,600 during the years ended December 31, 2025, 2024 and 2023, respectively. Per Common Share Amounts. We calculate basic earnings per common share using the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. For the years ended December 31, 2025, 2024 and 2023, there were no dilutive common shares and certain unvested common shares were not included in the calculation of diluted earnings per common share because to do so would have been antidilutive. Segment Information. As of December 31, 2025, we had two reportable segments: net lease investments and hotel investments. Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT. The Income Taxes Topic of the Codification prescribes how we should recognize, measure and present in our consolidated financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Tax benefits are recognized to the extent that it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized upon settlement. Our tax returns filed for the 2022 through 2025 tax years are subject to examination by taxing authorities. We classify interest and penalties related to uncertain tax positions, if any, in our consolidated statements of comprehensive income (loss) as a component of general and administrative expense. New Accounting Pronouncements. In December 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. We adopted the new standard prospectively effective December 31, 2025. As a result, we have included additional information related to the required disclosures in Note 10 to our consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU No. 2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU No. 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ASU No. 2024-03 will have on our consolidated financial statements. F-12
Page 99
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 3. Real Estate Properties As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13,601,902 square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term, and 94 hotels with an aggregate of 21,243 rooms or suites. Our properties had an aggregate undepreciated carrying value of $8,102,783, including $153,751 related to properties classified as held for sale as of December 31, 2025. Our real estate properties, at cost after impairments, consisted of land of $1,750,799, buildings and improvements of $6,001,000 and furniture, fixtures and equipment of $197,233, as of December 31, 2025; and land of $1,930,459, buildings and improvements of $7,342,164 and furniture, fixtures and equipment of $340,721, as of December 31, 2024. We funded capital improvements to certain of our properties of $236,920, $302,892 and $235,530 during 2025, 2024 and 2023, respectively. At December 31, 2025, 13 of our net lease properties and eight of our hotels were on land we leased partially or entirely from unrelated third parties. The average remaining term of the ground leases (including renewal options) for these net lease and hotel properties is approximately 18 years (range of six years to 39 years) and 37 years (range of nine years to 62 years), respectively. Ground rent payable under the ground leases for our net lease properties is generally a fixed amount, averaging $519 per year. Ground rent payable under three of the hotel ground leases is generally calculated as a percentage of hotel revenues. Seven of the eight hotel ground leases require annual minimum rents averaging $365 per year; future rent under one ground lease has been prepaid. Pursuant to the terms of our management agreements and leases, payments of ground lease obligations are generally made by our tenants and hotel managers. However, if a tenant or a hotel manager does not perform obligations under a ground lease or elects not to renew any ground lease, we might have to perform obligations under the ground lease or renew the ground lease in order to protect our investment in the affected property. Any pledge, sale or transfer of our interests in a ground lease may require the consent of the applicable ground lessor and its lenders. Acquisitions During the year ended December 31, 2025, we acquired 29 net lease properties with a total of 283,759 square feet for a combined purchase price of $93,743, excluding closing costs. We did not acquire any properties during the year ended December 31, 2024, and during the year ended December 31, 2023, we acquired one hotel with a total of 250 keys for a purchase price of 165,400, excluding closing costs. We accounted for the transactions as acquisitions of assets and allocated the purchase price based on the estimated fair value of the assets acquired as follows: Property Type Number of Properties Square Feet /Rooms or Suites Purchase Price Land Buildings,Improvements andEquipment Acquired RealEstate Leases Properties acquired during the year ended December 31, 2025: Net Lease 29 283,759 $ 94,552 $ 21,880 $ 58,755 $ 13,917 Properties acquired during the year ended December 31, 2023: Hotel 1 250 $ 165,866 $ 83,200 $ 82,666 $ — (1) Purchase price is the net contract price, plus closing costs of $809 and $466 for the years ended December 31, 2025 and 2023, respectively. (1) F-13
Page 100
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) From January 1, 2026 through February 23, 2026, we acquired three net lease properties with a total of 8,788 square feet for a combined purchase price of $7,398, excluding closing costs. Dispositions During the years ended December 31, 2025, 2024 and 2023, we sold 123, 25 and 31 properties, respectively, for a combined sales price of $878,343, $105,862 and $170,325, respectively, excluding closing costs. The sales of these properties as presented in the table below do not represent a strategic shift in our business. As a result, the results of the operations of these properties are included in continuing operations through the date of sale in our consolidated statements of comprehensive income (loss). Property Type Number ofProperties Square Feet /Rooms or Suite Gross Sales Price (Loss) / Gain on Sale ofReal Estate, net Loss on Impairmentof Real Estate Properties sold during the year ended December 31, 2025: Net Lease 11 324,402 $ 19,591 $ (1,329) $ 4,277 Hotels 112 14,631 858,752 85,547 77,511 123 324,402 / 14,631$ 878,343 $ 84,218 $ 81,788 Properties sold during the year ended December 31, 2024: Net Lease 10 96,929 $ 8,547 $ (3,240) $ 3,936 Hotels 15 1,910 97,315 9,509 29,734 25 96,929 / 1,910$ 105,862 $ 6,269 $ 33,670 Properties sold during the year ended December 31, 2023: Net Lease 13 160,310 $ 13,095 $ 1,378 $ 6,338 Hotels 18 2,526 157,230 41,861 — 31 160,310 / 2,526$ 170,325 $ 43,239 $ 6,338 (1) Gross sales price is the gross contract price, excluding closing costs. (2) 2025 includes a gain of $84 related to an eminent domain land taking at one of our travel centers. 2024 includes a gain of $1,100 related to an eminent domain land taking at one of our hotels. (3) We also recorded impairment of $101, $22,542 and $3,206 during the years ended December 31, 2025, 2024 and 2023, respectively, related to certain properties we owned during the periods presented. As of December 31, 2025, we had ten hotels with a total of 1,300 keys and one net lease property with a total of 2,510 square feet classified as held for sale. See Note 13 for further information on certain of these properties. The following table summarizes the major class of assets and liabilities by our net lease investments and hotel investments segments as of December 31, 2025: As of December 31, 2025 Net Lease Hotels Total Assets of properties held for sale: Real estate properties, net $ 573 $ 86,619 $ 87,192 Other assets, net 9 7,165 7,174 Total assets of properties held for sale$ 582 $ 93,784 $ 94,366 Liabilities of properties held for sale: Accounts payable and other liabilities $ 6 $ 5,323 $ 5,329 Total liabilities of properties held for sale$ 6 $ 5,323 $ 5,329 (1) Other assets, net includes working capital of $1,439 for our hotel investments segment as described in Note 4. (1) (2) (3) (1) F-14
Page 101
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) From January 1, 2026 through February 23, 2026, we sold one hotel with 133 keys for a sales price of $7,100, excluding closing costs, and one net lease property with 2,510 square feet for a sales price of $610, excluding closing costs. We are at various stages of selling nine hotels with a total of 1,167 keys. We believe it is probable that the sales of these hotels will be completed within one year. Note 4. Leases and Management Agreements As of December 31, 2025, we owned 760 service-focused retail properties net leased to 181 tenants, including 175 travel centers leased to TA, our largest tenant, and 94 hotels included in four operating agreements managed by subsidiaries of the following companies: Sonesta (69 hotels), Hyatt (17 hotels), Radisson (seven hotels) and IHG (one hotel). We do not operate any of our properties. Net Lease Portfolio As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13,601,902 square feet with leases requiring annual minimum rents of $390,051 with a weighted (by annual minimum rents) average remaining lease term of 7.4 years. Our net lease properties were 96.6% occupied and leased by 181 tenants operating under 140 brands in 21 distinct industries. TA Leases. As of December 31, 2025, TA is our largest tenant, representing 33.0% of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases that expire in 2033, or our TA leases, subject to TA’s right to extend those leases, and require annual minimum rents of $264,262 as of December 31, 2025. TA receives a monthly rent credit totaling $25,000 per year over the ten-year initial term of the TA leases as a result of rent it prepaid. On February 28, 2024, TA acquired the leasehold interest of one of our travel centers from a third party landlord. The aggregate minimum rent due to us under our leases with TA for the remaining 175 travel centers was unchanged as a result of TA’s acquisition of this leasehold interest. As of December 31, 2025, the number of travel centers, the terms and the annual minimum rents owed to us by TA under our TA leases was as follows: Number of Travel Centers Initial Term End Annual Minimum Rent TA No. 1 Lease 34 May 14, 2033 $ 54,065 TA No. 2 Lease 36 May 14, 2033 47,974 TA No. 3 Lease 34 May 14, 2033 46,195 TA No. 4 Lease 36 May 14, 2033 48,923 TA No. 5 Lease 35 May 14, 2033 67,105 175 $ 264,262 (1) TA has five renewal options of ten years each under each of our TA leases. (2) Annual minimum rent increases by 2% each year through the initial term of ten years and any of the five ten-year extension options that may be exercised. There is no percentage rent due under our TA leases. Our TA leases are “triple net” leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. TA is required to maintain the leased travel centers, including structural and non-structural components. BP Corporation North America Inc., a subsidiary of BP p.l.c., guarantees payment under each of the TA leases, limited to an aggregate cap which was $3,022,867 as of December 31, 2025. (1) (2) F-15
Page 102
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) We recognized rental income from our TA leases of $271,334, $271,334 and $266,263 for the years ended December 31, 2025, 2024 and 2023, respectively. Rental income increased by $9,132, $14,272 and $7,932 for the years ended December 31, 2025, 2024 and 2023, respectively, to record the scheduled rent changes on a straight line basis. TA was required to pay us previously deferred rent obligations in quarterly installments of $4,404 through January 31, 2023. TA paid us the final quarterly installment owed to us in January 2023. As of December 31, 2025 and 2024, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $55,157 and $40,097, respectively, included in other assets, net in our consolidated balance sheets. Until May 15, 2023, our TA leases required TA to pay us percentage rent based upon increases in certain sales. We recognized percentage rent due under our TA leases as rental income when all contingencies were met. We recognized percentage rent of $3,507 during the year ended December 31, 2023, under our TA leases. For further information regarding our relationships with TA, including the TA Merger, as defined below, see Notes 5 and 9. Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight-line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our net lease properties (excluding TA) of $130,101, $128,889 and $129,566 for the years ended December 31, 2025, 2024 and 2023, respectively, which included $2,090, $4,269 and $5,233, respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis. We continually review receivables related to rent, straight-line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $1,858, $2,158 and $4,927 during the years ended December 31, 2025, 2024 and 2023 respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $3,115 and $5,058 as of December 31, 2025 and 2024, respectively, included in other assets, net in our consolidated balance sheets. Hotel Agreements Sonesta Agreements. As of December 31, 2025, Sonesta managed 39 of our full service hotels, 23 of our extended stay hotels and seven of our select service hotels pursuant to management agreements. The hotels Sonesta managed for us comprised approximately 41.8% of our total historical real estate investments as of December 31, 2025. We previously identified 122 hotels with a total of 15,931 keys managed by Sonesta as of December 31, 2024 for disposition in 2025. As of December 31, 2025, we have sold 112 of these hotels with a total of 14,631 keys for a combined sales price of $858,752, excluding closing costs. From January 1, 2026 through February 23, 2026, we sold one hotel with 133 keys for a sales price of $7,100, excluding closing costs. We are at various stages of selling the remaining nine hotels with a total of 1,167 keys. Additionally, we initiated marketing in January 2026 for seven full service Sonesta hotels with a total of 2,010 keys. Following completion of the hotel sales, we expect to retain 52 hotels managed by Sonesta, or the Retained Hotels. As discussed below, in August 2025, we and Sonesta amended and restated our management agreements for the Retained Hotels and certain other hotels managed by Sonesta and waived any termination fees under the existing Sonesta management agreement associated with the sale of the 122 hotels. Prior to August 1, 2025, all of the hotels managed by Sonesta were managed pursuant to a management agreement that was scheduled to expire on January 31, 2037, or the legacy Sonesta agreement, and provided that we would be paid an annual owner’s priority return if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), were sufficient to do so. The legacy Sonesta agreement further provided that we would be paid an additional return equal to 80% of the operating profits, as defined therein, after paying the owner’s F-16
Page 103
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) priority return, reimbursing owner or manager advances, funding reserves established for the regular refurbishment of our hotels, or FF&E reserves, and paying Sonesta’s incentive fee, if any. On August 29, 2025, we entered into new management agreements with Sonesta for each of the Retained Hotels and certain other hotels managed by Sonesta, in each case effective August 1, 2025, or the Retained Hotel agreements. Each Retained Hotel agreement expires on July 31, 2040 and includes two 10-year renewal options at Sonesta’s option. Pursuant to the Retained Hotel agreements, we will pay Sonesta, after payment of hotel operating expenses, a base management fee equal to 3.0% of gross revenues for full service hotels and 5.0% for extended stay and select service hotels. Additionally, we are required to pay (i) an incentive fee equal to 20% of EBITDA, as defined in the Retained Hotel agreements, in excess of the incentive threshold, subject to a cap, commencing with the 2026 calendar year, which has initially been set at $194,248 in the aggregate; (ii) a brand promotion fee of 3.5% of gross room revenues; (iii) a loyalty fee of the greater of (x) 1.0% of gross room revenues or (y) 4.5% of qualified room revenue, in the case of full service hotels, 2.5%, in the case of extended stay hotels, and 3.0%, in the case of select service hotels; (iv) a centralized service fee equal to $1,100 per year for full service hotels and $250 per year for extended stay and select service hotels, adjusted annually based on the Consumer Price Index; and (v) a construction management fee of 3.0% of construction and capital expenditures managed by Sonesta. We have the right to terminate the Retained Hotel agreements for certain events of default, casualty and condemnation events, and if minimum performance thresholds are not met for two consecutive calendar years beginning with the measurement period commencing with the 2028 calendar year. The Retained Hotel agreements are not subject to any pooling, cross- default or other similar contractual arrangement and the legacy Sonesta agreement will remain subject to a pooling agreement and cross- default provisions until the remainder of the hotels subject to that agreement are sold. Our legacy Sonesta agreement and the Retained Hotel agreements are collectively referred to as our Sonesta agreements. We realized returns under our Sonesta agreements of $135,901, $189,386 and $226,181 during the years ended December 31, 2025, 2024 and 2023, respectively. Our annual return equal to the incentive threshold under our Retained Hotel agreements as of December 31, 2025 was $202,632. Our Sonesta agreements require us to fund capital expenditures made at our hotels. We incurred capital expenditures for hotels included in our Sonesta agreements in an aggregate amount of $225,166 and $258,337 during the years ended December 31, 2025 and 2024, respectively. We owed Sonesta $39,509 and $18,199 for capital expenditures and other reimbursements as of December 31, 2025 and 2024, respectively. Sonesta owed us $241 and $3,911 in returns under our Sonesta agreements and other amounts as of December 31, 2025 and 2024, respectively. Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our consolidated balance sheets. Our legacy Sonesta agreement required that 5% of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the owner’s priority returns due to us. No FF&E escrow deposits were required during any of the years ended December 31, 2025, 2024 or 2023. We incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs or brand promotion fees, and third-party reservation transmission fees or centralized service fees of $114,485, $119,628 and $118,146 for the years ended December 31, 2025, 2024 and 2023, respectively. These fees and costs are included in hotel operating expenses in our consolidated statements of comprehensive income (loss). In addition, we incurred procurement and construction supervision fees payable to Sonesta pursuant to our legacy Sonesta agreement and construction management fees payable to Sonesta pursuant to our Sonesta agreements of $4,089 and $2,877 for the years ended December 31, 2025 and 2024, respectively, which amounts have been capitalized in our consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets. We are required to maintain minimum working capital for each of our hotels managed by Sonesta and have advanced a fixed amount based on the number of rooms in each hotel to meet the cash needs for hotel operations. As of December 31, 2025 and 2024, we had advanced $31,835 and $46,466, respectively, of initial working capital to Sonesta net of any working capital returned to us on termination of the applicable management agreements in connection with hotels we have sold. These amounts are included in other assets, net and assets of properties held for sale, as applicable, in our consolidated balance sheets. Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreements. See Notes 5 and 9 for further information regarding our relationships, agreements and transactions with Sonesta. F-17
Page 104
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Hyatt Agreement. As of December 31, 2025, Hyatt managed 17 of our select service hotels pursuant to a portfolio management agreement that expires on March 31, 2031, or our Hyatt agreement, and provides that, as of December 31, 2025, we are to be paid an annual owner’s priority return of $17,400. Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $30,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us that became effective upon substantial completion of planned renovations of the hotels, which occurred in January 2025. We realized returns under our Hyatt agreement of $12,915, $5,860 and $9,371 during the years ended December 31, 2025, 2024 and 2023, respectively. During the year ended December 31, 2025, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for this period, and we reduced hotel operating expenses by $3,508, to record the guaranteed amount of the shortfall due from Hyatt. The available balance of the guaranty was $26,492 as of December 31, 2025. In February 2024, we funded $2,300 of additional working capital to Hyatt. We may recover this amount in the future, if cash flows are sufficient to pay our owner’s priority return and other amounts in accordance with our Hyatt agreement. During the years ended December 31, 2025 and 2024, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $2,511 and $31,665, respectively. Radisson Agreement. As of December 31, 2025, Radisson managed seven of our full service hotels pursuant to a portfolio management agreement that expires on July 31, 2031, or our Radisson agreement, and provides that we are to be paid an annual owner’s priority return of $10,911. Radisson has provided us with a $22,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us. We realized returns under our Radisson agreement of $7,535, $6,518 and $6,266 for the years ended December 31, 2025, 2024 and 2023, respectively. During the years ended December 31, 2025 and 2023, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for these periods, and we reduced hotel operating expenses by $4,765 and $650, respectively, to record the guaranteed amount of the shortfalls due from Radisson. During the year ended December 31, 2024, the hotels under this agreement generated cash flows that exceeded the guaranteed owner’s priority level due to us for the period. The available balance of the guaranty was $16,585 as of December 31, 2025. We did not incur any capital expenditures during the year ended December 31, 2025 for the hotels included in our Radisson agreement. During the year ended December 31, 2024, we incurred capital expenditures of $778 for the hotels included in our Radisson agreement, which resulted in an aggregate increase in our contractual owner’s priority returns of $47. IHG Agreement. In December 2025, we exercised the option to extend the term of our management agreement with IHG for one hotel by up to one year to January 31, 2027. We realized returns under our management agreement with IHG of $5,719, $5,051 and $4,800 for the years ended December 31, 2025, 2024 and 2023, respectively. Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses. During the year ended December 31, 2023, we recovered $5,797 of working capital that we previously funded under our IHG agreement and expensed in 2021 to transaction related costs when the amount was not expected to be recovered. The amount recovered is included in transaction related costs in our consolidated statements of comprehensive income (loss). During the years ended December 31, 2025 and 2024, we incurred capital expenditures for our hotel in our IHG agreement of $1,729 and $1,124, respectively. Additional lease information (as lessor). As of December 31, 2025, our leases with parties other than our TRSs, provide for contractual minimum rents to be paid to us during the remaining current terms as follows: Year Amount 2026 $ 390,338 2027 387,894 2028 383,010 2029 379,542 2030 376,840 Thereafter 1,239,620 Total $ 3,157,244 Additional lease information (as lessee). As of December 31, 2025, eight of our hotels were subject to ground leases where we are the lessee. In addition, our hotel operators enter various leases on our behalf in the normal course of business at our hotels, or our hotel operating leases. We calculated right of use assets and lease liabilities as the present value of the remaining lease payment obligations for our operating leases, which include the ground leases and hotel operating leases, over the F-18
Page 105
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) remaining lease term using our estimated incremental borrowing rate. The right of use assets and related lease liabilities are included within other assets, net and accounts payable and other liabilities, respectively, in our consolidated balance sheets. At December 31, 2025 and 2024, our right of use assets and related lease liabilities each totaled $147,198 and $150,846, respectively, which represented our future obligations under our operating leases and are included in other assets, net and accounts payable and other liabilities, respectively, in our consolidated balance sheets. Our operating leases require minimum fixed rent payments, percentage rent payments based on a percentage of hotel revenues in excess of certain thresholds and rent payments equal to the greater of a minimum fixed rent or percentage rent. Rental expense related to our hotel operating leases of $9,312, $9,476 and $9,618 for the years ended December 31, 2025, 2024 and 2023, respectively, is included in hotel operating expenses within our consolidated statements of comprehensive income (loss). For operating leases related to our net lease properties, our tenants are required to pay the rental expense. As of December 31, 2025, our operating leases provide for contractual minimum rent payments to third parties during the remaining lease terms, as follows: Year Amount 2026 $ 14,352 2027 14,363 2028 14,082 2029 14,574 2030 14,833 Thereafter 189,946 Total lease payments 262,150 Less: imputed interest (114,952) Present value of lease liabilities $ 147,198 (1) The weighted average discount rate used to calculate the lease liability and the weighted average remaining term for our ground leases (assuming all extension options) and our hotel operating leases are approximately 5.4% and 19 years (range of 8 months to 62 years) and 6.6% and 10 years (range of 20 months to 41 years), respectively. Generally, payments of ground lease obligations are made by our tenants or managers. However, if a tenant or manager did not perform obligations under a ground lease or did not renew any ground lease, we might have to perform obligations under the ground lease or renew the ground lease in order to protect our investment in the affected property. Note 5. Other Investments Equity Method Investment As of both December 31, 2025 and 2024, we owned 34% of Sonesta’s outstanding common stock. We account for our 34% non- controlling interest in Sonesta under the equity method of accounting. As of December 31, 2025 and 2024, our investment in Sonesta had a carrying value of $111,796 and $115,818, respectively. On the date of acquisition of our initial equity interest in Sonesta (February 27, 2020), the cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total stockholders’ equity book value by an aggregate of $8,000. As required under GAAP, we are amortizing this difference to equity in earnings (losses) of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition. We recorded amortization of the basis difference of $260 in each of the years ended December 31, 2025, 2024 and 2023. We recognized losses of $4,225, $12,299 and $4,382 related to our investment in Sonesta for the years ended December 31, 2025, 2024 and 2023, respectively. These amounts, which include amortization of the basis difference, are included in equity in losses of an investee in our consolidated statements of comprehensive income (loss). We recorded a liability of $42,000 for the fair value of our initial investment in Sonesta, as no cash consideration was exchanged related to the modification of our management agreement with, and investment in, Sonesta. This liability for our investment in Sonesta is included in accounts payable and other liabilities in our consolidated balance sheets and is being amortized on a straight-line basis through the initial term of the legacy Sonesta agreement, January 31, 2037, as a reduction to hotel operating expenses in our consolidated statements of comprehensive income (loss). We reduced hotel operating expenses by $2,484 for each of the years ended December 31, 2025, 2024 and 2023, for amortization of this liability. As of December 31, 2025 and 2024, the unamortized balance of this liability was $27,511 and $29,995, respectively. (1) F-19
Page 106
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) In 2024 and 2023, we funded capital contributions to Sonesta of $15,266 and $5,134, respectively, to support its growth initiatives, including its franchising efforts. We continue to maintain our 34% ownership in Sonesta after giving effect to these contributions. Summarized financial information for Sonesta as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 is as follows: December 31, 2025 2024 Total current assets $ 137,467 $ 200,461 Total noncurrent assets $ 632,467 $ 725,599 Total current liabilities $ 122,019 $ 178,933 Total noncurrent liabilities $ 286,790 $ 373,597 Non-controlling interest $ 52,519 $ 52,964 Year Ended December 31, 2025 2024 2023 Total revenues $ 814,457 $ 815,457 $ 765,011 Operating income (loss) $ 6,227 $ (12,216) $ 5,013 Net loss $ (12,598) $ (36,158) $ (10,823) Net loss attributable to shareholders $ (12,560) $ (35,452) $ (11,404) See Notes 4 and 9 for further information regarding our relationships, agreements and transactions with Sonesta. Investment in Equity Securities Until May 15, 2023, we owned 1,184,797 shares, or approximately 7.8%, of TA common stock, which were reported at fair value based on quoted market prices (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the end of the period, with changes in fair value recorded in earnings in our consolidated statements of comprehensive income (loss). As of May 15, 2023, our historical cost basis for these shares was $24,418 and our carrying value for these shares was $101,893. On May 15, 2023, BP Products North America Inc. acquired TA pursuant to a merger, or the TA Merger, for $86.00 per share of TA common stock in cash. We recorded a gain of $48,837 during the year ended December 31, 2023 to adjust the carrying value of our former investment in shares of TA common stock to its fair value. See Notes 4 and 9 for further information regarding our relationships, agreements and transactions with TA. Note 6. Indebtedness Our principal debt obligations at December 31, 2025 were: (1) $3,275,000 aggregate outstanding principal amount of senior unsecured notes; (2) $1,580,155 aggregate outstanding principal amount of senior secured notes; (3) $604,654 aggregate outstanding principal amount of net lease mortgage notes; and (4) $45,000 of outstanding borrowings under our $45,000 variable funding note. We had no amounts outstanding under our revolving credit facility as of December 31, 2025. Revolving Credit Facility Our $650,000 secured revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to extend the stated maturity date of the facility by two additional six-month periods. F-20
Page 107
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Interest payable on drawings under our revolving credit facility is based on the secured overnight financing rate, or SOFR, plus a margin ranging from 1.50% to 3.00% based on our leverage ratio, as defined in our credit agreement, which was 2.75% as of December 31, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of December 31, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.37% and 6.99%, respectively. The weighted average annual interest rate for borrowings under our revolving credit facility was 6.94% and 7.43% for the years ended December 31, 2025 and 2024, respectively. We had no borrowings outstanding under our revolving credit facility during the year ended December 31, 2023. As of December 31, 2024, we had $150,000 outstanding under our revolving credit facility. As of both December 31, 2025 and February 23, 2026, we had no amounts outstanding under our revolving credit facility and $650,000 available for borrowing. As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on certain properties. In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the minimum fixed charge coverage ratio covenant from 1.50x to 1.30x effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50x minimum fixed charge coverage ratio level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10% effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys were released from the collateral pool and 35 travel centers leased to TA, which we refer to as TA Lease No. 5, were added as collateral to our revolving credit facility. Of the 47 hotels released from the collateral pool, 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $650,093 at the time of the amendment were part of our disposition plan. The collateral swap was completed in May 2025. As of December 31, 2025, our revolving credit facility was secured by 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated book value of $890,424. Our debt agreements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business manager. Our debt agreements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Borrowings under our revolving credit facility are subject to meeting ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. We believe we were in compliance with the terms and conditions of our debt agreements as of December 31, 2025. Senior Secured Notes Issuance In September 2025, we issued $580,155 in aggregate principal amount at maturity of zero coupon senior secured notes due 2027 in a private offering, raising net proceeds of approximately $490,000, after giving effect to original issue discount and deducting the initial purchasers’ discount and estimated transaction fees and expenses. These notes are fully and unconditionally guaranteed on a joint and several basis by (i) newly formed wholly owned subsidiaries, or the TA Landlord Subsidiaries, that are the landlords with respect to a portfolio of our properties leased to TA, which we refer to as TA Lease No. 2, and (ii) all of our subsidiaries that guarantee our existing senior unsecured notes. These notes are secured by first-priority liens on the equity interests of subsidiaries that own and lease 36 of our travel center properties with an undepreciated carrying value of $413,904 as of December 31, 2025. These notes require no cash interest payments to accrue prior to maturity. The accreted value of these notes will increase at a rate of 7.50% per annum compounded semiannually on March 30 and September 30 of each year. We have a one-time option to extend the maturity date of these notes by one year, subject to the satisfaction of certain conditions and the payment of an extension fee. Redemption of Senior Unsecured Notes In September 2025, we redeemed at par all of our outstanding 5.25% senior unsecured notes due 2026 for a redemption price equal to the principal amount of $350,000, plus accrued and unpaid interest to but excluding the date of redemption. As a result of the redemption, we recorded a loss on early extinguishment of debt of $529 during the year ended December 31, 2025, which represented the write-off of unamortized discounts and issuance costs related to these notes. F-21
Page 108
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) In October 2025, we redeemed all of our outstanding 4.75% senior unsecured notes due 2026 for a redemption price equal to the principal amount of $450,000, plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium of $1,796. As a result of the redemption, we recorded a loss on early extinguishment of debt of $2,368 during the year ended December 31, 2025, which represented the make whole premium and the write-off of unamortized discounts and issuance costs related to these notes. In January 2026, we redeemed $300,000 of our $400,000 of 4.95% senior unsecured notes due 2027 for a redemption price equal to the principal amount plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium of $1,569. Net Lease Mortgage Notes Our $610,200 in aggregate principal amount of net lease mortgage notes were issued on February 10, 2023 by our wholly owned, special purpose bankruptcy remote, indirect subsidiary, SVC ABS LLC, or the Initial Issuer. The Initial Issuer is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the Initial Issuer are not available to pay or otherwise satisfy obligations to the creditors of any owners or affiliates of the Initial Issuer. Our net lease mortgage notes are summarized below: Note Class Principal Outstandingas of December 31, 2025 Coupon Rate Initial Term(in years) Maturity Class A $ 300,679 5.15% 5 February 2028 Class B 171,775 5.55% 5 February 2028 Class C 132,200 6.70% 5 February 2028 Total / weighted average $ 604,654 5.60% The Class A notes and the Class B notes require monthly principal repayments at an annualized rate of 0.50% and 0.25% of the balance outstanding, respectively, and the Class C notes require interest payments only, with balloon payments due at maturity. The notes mature in February 2028 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in February 2026. The notes are non-recourse and, as of December 31, 2025, were secured by 314 retail net lease properties owned by the Initial Issuer. During the year ended December 31, 2025, the Initial Issuer sold one retail net lease property that served as collateral under the notes. In connection with its sale, the property was released from the collateral pool in accordance with the terms of the agreement. As of December 31, 2025, the current leases relating to the 314 properties required annual minimum rents of $65,893 and had an aggregate undepreciated book value of $751,531. F-22
Page 109
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) On January 27, 2025, the Initial Issuer issued the VFN secured by the 314 net lease properties that secure our existing $604,654 of net lease mortgage notes. The VFN permits borrowings on a revolving basis up to $45,000 and the Initial Issuer can borrow, repay and reborrow funds available until maturity. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year at the Initial Issuer’s option. The VFN requires interest payments only on drawings under the VFN based on SOFR plus a margin of 1.75%, and an unused commitment fee of 50 basis points per annum paid on undrawn amounts. As of December 31, 2025, the annual interest rate payable on borrowings under the VFN was 5.62%. The weighted average annual interest rate for borrowings under the VFN was 5.93% for the year ended December 31, 2025. As of both December 31, 2025 and February 23, 2026, we had $45,000 outstanding under the VFN. The required principal payments due during the next five years and thereafter under all our outstanding debt at December 31, 2025 were as follows: Year Amount 2026 $ 1,958 2027 1,477,114 2028 1,000,737 2029 1,125,000 2030 400,000 Thereafter 1,500,000 Total $ 5,504,809 (1) In January 2026, we redeemed $300,000 of our $400,000 4.95% senior unsecured notes due 2027. On February 20, 2026, the Initial Issuer, SVC 2026 ABS LLC and SVC 2026 TA ABS LLC priced $745,000 in aggregate principal amount of net lease mortgage notes in three classes. This transaction is expected to close on or about March 6, 2026. The weighted average coupon rate of the three classes is 5.96%. The Class A and Class B notes will require monthly principal repayments at an annualized rate of 0.50% and 0.25% of the balances outstanding, respectively, and the Class M notes will require interest payments only until the maturity date. The notes are expected to mature in March 2031 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in March 2029. The notes are non-recourse and are secured by the same 314 properties that secure our existing net lease mortgage notes, plus an additional 158 retail net lease properties that had an aggregate undepreciated book value of $761,508 and leases requiring annual minimum rents of $83,837. On February 20, 2026, we announced the early redemption of our outstanding 8.375% senior guaranteed unsecured notes due 2029 for a redemption price equal to the principal amount of $700,000, plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium. This redemption is expected to occur on or about March 7, 2026. Note 7. Shareholders’ Equity Share Awards We have common shares available for issuance under the terms of our Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan. During the years ended December 31, 2025, 2024 and 2023, we awarded shares to our Trustees, officers and other employees of RMR as follows: Year Number of Shares Weighted Average Grant Date Fair Value Weighted Average Value of Grants 2025 1,747,861 $ 2.77 $ 4,842 2024 1,031,329 $ 4.50 $ 4,641 2023 438,000 $ 7.88 $ 3,451 F-23
Page 110
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) The value of the share awards were based upon the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the date of the awards. The common shares awarded to our Trustees vest immediately. The common shares awarded to our officers and certain other employees of RMR (in those capacities) vest in five equal annual installments beginning on the date of the award. Shares forfeited are recognized as they occur. Share awards are expensed ratably over the vesting period and the value of such share awards are included in general and administrative expense in our consolidated statements of comprehensive income (loss). A summary of shares awarded, vested, forfeited and unvested under the terms of the 2012 Plan for the years ended December 31, 2025, 2024 and 2023 is as follows: 2025 2024 2023 NumberofShares WeightedAverageGrant DateFair Value NumberofShares WeightedAverageGrant DateFair Value NumberofShares WeightedAverageGrant DateFair Value Unvested shares, beginning of year1,024,441 $ 5.47 609,960 $ 7.88 588,830 $ 8.81 Shares awarded 1,747,861 $ 2.77 1,031,329 $ 4.50 438,000 $ 7.88 Shares vested (1,008,684) $ 3.92 (613,848) $ 6.23 (394,470) $ 9.21 Shares forfeited (68,584) $ 4.72 (3,000) $ 6.75 (22,400) $ 8.91 Unvested shares, end of year 1,695,034 $ 3.64 1,024,441 $ 5.47 609,960 $ 7.88 The 1,695,034 unvested shares as of December 31, 2025 are scheduled to vest as follows: 531,023 shares in 2026, 465,784 shares in 2027, 415,830 shares in 2028 and 282,397 shares in 2029. As of December 31, 2025, the estimated future compensation expense for the unvested shares was $5,346. The weighted average period over which the compensation expense will be recorded is approximately 24 months. During the years ended December 31, 2025, 2024 and 2023, we recorded $3,712, $3,620 and $3,417, respectively, of compensation expense related to the 2012 Plan. At December 31, 2025, 1,661,921 of our common shares remain reserved for issuance under the 2012 Plan. Share Purchases During the years ended December 31, 2025, 2024 and 2023, we purchased our common shares from our officers and certain other current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of our common shares as follows: Year Aggregate Numberof Shares Purchased Weighted AveragePurchase Price Value 2025 245,685 $2.69 $660 2024 161,387 $4.65 $751 2023 98,571 $8.14 $802 Distributions During the years ended December 31, 2025, 2024 and 2023, we paid distributions on our common shares as follows: Annual Per ShareDistribution Total Distributions Characterization of Distributions Year Ordinary IncomeCapital Gain Return of CapitalQualified Dividend 2025 $0.04 $6,683 —% —% 100.00% —% 2024 $0.61 $101,150 —% —% 100.00% —% 2023 $0.80 $132,430 9.30% 86.15% 4.55% 6.25% (1) Qualified Dividends are a subset of, and included in, the Ordinary Income amount. On January 15, 2026, we declared a regular quarterly distribution to common shareholders of record on January 26, 2026 of $0.01 per share, or $1,681. We paid this distribution on February 19, 2026. (1) F-24
Page 111
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Cumulative Other Comprehensive Income (Loss) Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta. See Notes 4, 5 and 9 for further information regarding this investment. Note 8. Business and Property Management Agreements with RMR We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR to manage from time to time. See Note 9 for further information regarding our relationships, agreements and transactions with RMR. Management Agreements with RMR. Our management agreements with RMR provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms: • Base Management Fee. The annual base management fee payable to RMR by us for each applicable period is equal to the lesser of: ◦ the sum of (a) 0.7% of the average aggregate historical cost of our real estate investments up to $250,000, plus (b) 0.5% of the average aggregate historical cost of our real estate investments exceeding $250,000; and ◦ the sum of (a) 0.7% of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded, during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $250,000, plus (b) 0.5% of our Average Market Capitalization exceeding $250,000. The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves. • Incentive Management Fee. The incentive management fee which may be earned by RMR for an annual period is calculated as follows: ◦ An amount, subject to a cap based on the value of our common shares outstanding, equal to 12% of the product of: • our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and • the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period. The MSCI U.S. REIT Diversified Index is the benchmark index for periods beginning on and after January 1, 2026 and the MSCI U.S. REIT/Hotel & Resort REIT Index is the benchmark index for periods prior to January 1, 2026. F-25
Page 112
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the ten consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period. ◦ The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period. ◦ No incentive management fee is payable by us unless our total return per share during the measurement period is positive. ◦ The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated. ◦ If our total return per share exceeds 12% per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12% per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis points per year multiplied by the number of years in the measurement period and below the applicable market index). ◦ The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5% of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the ten consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period. ◦ Incentive management fees we paid to RMR for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements. Business management fees are included in general and administrative expenses in our consolidated statements of comprehensive income (loss). We did not incur any incentive management fees pursuant to our business management agreement for the years ended December 31, 2025, 2024, or 2023. Effective January 1, 2026, we amended our business management agreement with RMR to replace the benchmark index used in the calculation of incentive business management fees. Pursuant to this amendment, for periods beginning on or after January 1, 2026, the MSCI U.S. REIT Diversified Index will be used to calculate benchmark returns per share for purposes of determining any incentive business management fee payable to RMR, and for periods ending prior to January 1, 2026, the MSCI U.S. REIT/Hotel & Resort REIT Index will continue to be used. F-26
Page 113
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) • Property Management and Construction Supervision Fees. The property management fees payable to RMR by us for each applicable period are equal to 3.0% of gross collected rents and the construction supervision fees payable to RMR by us for each applicable period are equal to 5.0% of construction costs for our net lease portfolio, and the office building component of one of our hotels that are subject to our property management agreement with RMR. We and RMR include the properties we lease to TA in our property management agreement. The property management fees payable to RMR by us for the properties we lease to TA are equal to 1.0% of gross collected rents for the 2024 calendar year, 2.0% of gross collected rents for the 2025 calendar year and 3.0% of gross collected rents for the 2026 calendar year and thereafter. Pursuant to our property management agreement with RMR, RMR oversees any major capital projects and repositioning activities at our hotels, including our hotels that are managed by Sonesta, as we may request from time to time. RMR receives the same fee previously paid to Sonesta for these services, which is equal to 3% of the cost of any such major capital project or repositioning activity. Property management fees are included in net lease operating expenses in our consolidated statements of comprehensive income (loss) and construction supervision fees are capitalized as building improvements in our consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets. • Expense Reimbursement. We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR employees assigned to work exclusively or partly at our net lease properties and the office building component of one of our hotels, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function, and as otherwise agreed. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR which are included in net lease operating expenses and general and administrative expenses, as applicable, in our consolidated statements of comprehensive income (loss). • Term. Our management agreements with RMR have terms that end on December 31, 2045, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension. • Termination Rights. We have the right to terminate one or both of our management agreements with RMR: (i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR, as defined therein. RMR has the right to terminate the management agreements for good reason, as defined therein. • Termination Fee. If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a ten year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR. • Transition Services. RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable. • Vendors. Pursuant to our management agreements with RMR, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. As part of this arrangement, we may enter agreements with RMR and other companies to which RMR or its subsidiaries provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers. F-27
Page 114
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) • Investment Opportunities. Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR. In January 2025, in connection with a $100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees. For the years ended December 31, 2025, 2024, and 2023, the business management fees, property management fees and construction supervision fees recognized in our consolidated financial statements were as follows: Financial Statement Year Ended December 31, Line Item 2025 2024 2023 Pursuant to business management agreement: Net business management fees General and administrative $ 28,122 $ 29,653 $ 33,352 Pursuant to property management agreement: Property management fees Net lease operating expenses $ 8,517 $ 6,012 $ 3,702 Construction supervision fees Buildings, improvements andequipment 2,407 5,958 4,666 $ 10,924 $ 11,970 $ 8,368 Expense reimbursement Net lease operating expenses, generaland administrative and buildings,improvements and equipment $ 4,672 $ 4,445 $ 4,648 (1) The net business management fees we recognized for each of the years ended December 31, 2025, 2024 and 2023, reflect a reduction of $3,585 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc. (2) Amounts capitalized as buildings, improvements and equipment are depreciated over the estimated useful lives of the related assets. Note 9. Related Person Transactions We have relationships and historical and continuing transactions with TA, Sonesta, RMR, RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. Following the TA Merger, TA ceased being a related party. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher J. Bilotto, our other Managing Trustee and our President and Chief Executive Officer, also serves as an executive officer of RMR Inc. and RMR and is an employee of RMR. John G. Murray, our Managing Trustee until March 2025 and our former President and Chief Executive Officer, serves as an officer and employee of RMR and as president and chief executive officer of Sonesta. In connection with his retirement, Mr. Murray will resign from these positions with RMR and Sonesta, effective March 31, 2026 and will remain an employee of Sonesta until his retirement on September 30, 2026. In addition, each of our other officers serves as an officer of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including Mr. Bilotto, and certain of our officers, serve as managing trustees or officers of certain of these companies. (1) (2) (2) F-28
Page 115
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Our Manager, RMR. We have two agreements with RMR to provide management services to us. See Note 8 for further information regarding our management agreements with RMR. Share Awards to RMR Employees. As described in Note 7, we award shares to our officers and other employees of RMR annually. Generally, one fifth of these awards vest on the award date and one fifth vests on each of the next four anniversaries of the award dates. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR. These awards to RMR employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR. See Note 7 for information regarding our share awards activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligations on the vesting of share awards. TA. We lease 175 of our travel centers to TA under the TA leases. RMR provides management services to us and, until the TA Merger, provided services to TA, and Mr. Portnoy, until the TA Merger, also served as the chair of the board of directors and as a managing director of TA and, as of immediately prior to the TA Merger, beneficially owned 661,506 shares of TA common stock (including through RMR), representing approximately 4.4% of TA’s outstanding shares of common stock. See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with TA. Sonesta. Sonesta is a private company of which Adam D. Portnoy, one of our Managing Trustees, is a director and the controlling stockholder. One of Sonesta’s other directors and president and chief executive officer, John G. Murray, was our other Managing Trustee until March 2025 and will resign from his positions with Sonesta effective March 31, 2026. Jeffrey C. Leer, an executive vice president of RMR, has been appointed to serve as a co-chief executive officer of Sonesta, effective April 1, 2026. Sonesta’s other director served as one of RMR Inc.’s managing directors, as RMR’s and RMR Inc.’s executive vice president, general counsel and secretary and as our Secretary until her resignation from these positions, effective December 31, 2025, in connection with her retirement. Certain other officers and employees of Sonesta are former officers and employees of RMR. RMR also provides certain services to Sonesta. As of December 31, 2025, we owned 34% of Sonesta’s outstanding shares of common stock and Sonesta managed 69 of our hotels. See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with Sonesta. F-29
Page 116
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 10. Income Taxes The components of income (loss) before income taxes were attributable to the following regions: Year Ended December 31, 2025 2024 2023 Domestic $ (226,480) $ — $ — Foreign 13,441 — — $ (213,039) $ — $ — Our provision (benefit) for income taxes consists of the following: Year Ended December 31, 2025 2024 2023 Current: Federal $ — $ — $ — State 620 931 (106) Foreign 1,775 1,105 503 2,395 2,036 397 Deferred: Foreign (13,112) (634) (1,895) (13,112) (634) (1,895) $ (10,717) $ 1,402 $ (1,498) The table below is a reconciliation of the statutory income tax rate to the effective tax rate for 2025, in accordance with the updated requirements of ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. See Note 2 for additional details on the adoption of ASU No. 2023-09. December 31, 2025 Amount Percent U.S. federal statutory tax rate $ (44,738) 21.0 % Nontaxable income for SVC 44,738 (21.0)% State and local income tax, net of federal income tax effects 620 (0.3)% Foreign tax effects: Puerto Rico 457 (0.2)% Canada 1,318 (0.6)% Foreign deferred 1,265 (0.6)% Foreign tax rate change (14,377) 6.7 % Effective tax rate $ (10,717) 5.0 % (1) State taxes in Texas make up a majority (greater than 50%) of the tax effect in this category. For the year ended December 31, 2025, income taxes paid (net of refunds) were ($639), with the majority of payments (refunds) attributable to Texas, Puerto Rico, and Canada in the amounts of $710, $453 and ($1,735), respectively. (1) F-30
Page 117
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) The following table reconciles the statutory income tax rate to the effective tax rate prior to the adoption of ASU 2023-09: Year Ended December 31, 2024 2023 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % Nontaxable income of SVC (21.0)% (21.0)% State and local income taxes, net of federal tax benefit (0.3)% 0.3 % Foreign taxes (0.2)% (6.9)% Foreign tax rate change — % 11.0 % Effective tax rate (0.5)% 4.4 % Deferred income tax balances generally reflect the net tax effects of temporary differences between the carrying amounts of certain of our assets and liabilities in our consolidated balance sheets and the amounts used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. In December 2023, our subsidiary which operates in Puerto Rico elected to be taxed as a corporation for purposes of Puerto Rico tax law. This election increased the entity’s tax rate in Puerto Rico from 29.0% to 37.5%. The result of this change is primarily offset by available tax concessions in Puerto Rico. On December 8, 2025, the Government of Puerto Rico granted tax concessions to our subsidiaries which operate in Puerto Rico. We have recognized a corresponding deferred foreign tax benefit in 2025 of $14,377 as a result of the reduced tax rate. Significant components of our deferred tax assets and liabilities are as follows: As of December 31, 2025 2024 Deferred tax assets: Tax loss carryforwards $ 156,675 $ 140,665 Other 13,703 12,782 Deferred tax assets 170,378 153,447 Valuation allowance (170,378) (152,676) Net deferred tax assets $ — $ 771 Deferred tax liabilities: Property basis difference $ (550) $ (7,754) Puerto Rico deferred tax gain (1,837) (8,073) Other — (442) Net deferred tax liabilities $ (2,387) $ (16,269) Net deferred tax liabilities are included in accounts payable and other liabilities in our consolidated balance sheets. At December 31, 2025 and 2024, our consolidated TRS had a net deferred tax asset, prior to any valuation allowance, of $157,819 and $141,642, respectively, which consists primarily of the tax benefit of net operating loss carryforwards and tax credits. Because of the uncertainty surrounding our ability to realize the future benefit, we have provided a 100% valuation allowance against certain deferred tax assets as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, our consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $631,360 and $556,778, respectively, which partially expire starting in 2030. At December 31, 2025 and 2024, we recorded a deferred tax liability of $1,837 and $8,073, respectively, as a result of the book value to tax basis difference related to the accounting of an insurance settlement in 2021. At December 31, 2025 and 2024, we, excluding our subsidiaries, had net operating loss carryforwards for federal income tax purposes of approximately $791,654 and $579,886, respectively, of which certain losses incurred prior to 2018 partially expire starting in 2027. F-31
Page 118
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 11. Concentration Geographic Concentration At December 31, 2025, our 854 properties were located in 46 states in the United States, plus the District of Columbia, San Juan, Puerto Rico and Ontario, Canada. Between 5% and 12% of our properties, by investment, were located in each of California, Texas, Florida, Illinois and Georgia. Our two hotels in Ontario, Canada and our hotel in San Juan, Puerto Rico represent 4.3% of our hotels, by investment, in the aggregate at December 31, 2025. Credit Concentration As of December 31, 2025, Sonesta operated 69 of our hotels and TA leased 175 of our net lease properties, representing 41.8% and 33.0%, respectively, of our investment. See Notes 4 and 9 for a discussion of our Sonesta and TA agreements. F-32
Page 119
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 12. Segment Information Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or CODM, reviews the operating results to allocate resources and assess segment performance. The CODM is our President and Chief Executive Officer. Our two reportable segments are net lease investments and hotel investments. Our net lease investments segment consists of service-focused retail net lease properties, including travel centers leased to TA, our largest tenant. Our hotel investments segment consists of hotels managed by subsidiaries of Sonesta, Hyatt, Radisson and IHG. The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to our CODM. Our CODM reviews operating and financial results, including net income (loss) and its components, to allocate resources and assess segment performance. The accounting policies of our reportable segments are the same as those described in Note 2. The tables below present information about our segments. Year Ended December 31, 2025 Net Lease Hotels Total Revenues: Hotel operating revenues $ — $ 1,413,403 $ 1,413,403 Rental income 401,435 — 401,435 Total revenues 401,435 1,413,403 1,814,838 Less: Room expenses — 387,243 387,243 Food and beverage expenses — 168,188 168,188 Management fees 8,517 52,199 60,716 Real estate taxes and insurance 3,041 109,316 112,357 Other operating expenses 10,039 509,596 519,635 Depreciation and amortization 140,700 174,263 314,963 Interest expense 49,458 — 49,458 Other segment items 5,682 6,173 11,855 Segment profit 183,998 6,425 190,423 Reconciliation of segment profit: General and administrative (40,667) Transaction related costs (289) Interest income 8,773 Interest expense (364,156) Loss on early extinguishment of debt, net (2,897) Income tax benefit 10,717 Equity in losses of an investee (4,225) Net loss $ (202,321) (1) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs, including property level expense reimbursements for our net lease investments segment as discussed in Note 8, incurred in connection with the operation of our properties. (2) Other segment items for each reportable segment include transaction related costs, gains and losses on asset impairment and sale of real estate and interest income, as applicable. (1) (2) F-33
Page 120
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Year Ended December 31, 2024 Net Lease Hotels Total Revenues: Hotel operating revenues $ — $ 1,496,705 $ 1,496,705 Rental income 400,223 — 400,223 Total revenues 400,223 1,496,705 1,896,928 Less: Room expenses — 396,855 396,855 Food and beverage expenses — 162,206 162,206 Management fees 6,012 54,738 60,750 Real estate taxes and insurance 3,312 122,342 125,654 Other operating expenses 10,493 538,012 548,505 Depreciation and amortization 150,487 221,299 371,786 Interest expense 46,231 — 46,231 Other segment items 19,687 36,746 56,433 Segment profit (loss) 164,001 (35,493) 128,508 Reconciliation of segment profit or loss: General and administrative (40,239) Interest income 3,648 Interest expense (337,561) Loss on early extinguishment of debt, net (16,181) Income tax expense (1,402) Equity in losses of an investee (12,299) Net loss $ (275,526) (1) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs, including property level expense reimbursements for our net lease investments segment as discussed in Note 8, incurred in connection with the operation of our properties. (2) Other segment items for each reportable segment include gains and losses on asset impairment and sale of real estate and interest income, as applicable. (1) (2) F-34
Page 121
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Year Ended December 31, 2023 Net Lease Hotels Total Revenues: Hotel operating revenues $ — $ 1,478,034 $ 1,478,034 Rental income 395,829 — 395,829 Total revenues 395,829 1,478,034 1,873,863 Less (plus): Room expenses — 389,262 389,262 Food and beverage expenses — 150,124 150,124 Management fees 3,702 54,192 57,894 Real estate taxes and insurance 3,465 109,287 112,752 Other operating expenses 10,496 521,041 531,537 Depreciation and amortization 167,825 216,235 384,060 Interest expense 40,920 — 40,920 Other segment items 8,021 (42,003) (33,982) Segment profit 161,400 79,896 241,296 Reconciliation of segment profit: General and administrative (45,397) Transaction related costs 1,623 Gain on equity securities 48,837 Interest income 20,692 Interest expense (295,422) Loss on early extinguishment of debt, net (1,524) Income tax benefit 1,498 Equity in losses of an investee (4,382) Net loss $ (32,779) (1) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs, including property level expense reimbursements for our net lease investments segment as discussed in Note 8, incurred in connection with the operation of our properties. (2) Other segment items for each reportable segment include gains and losses on asset impairment and sale of real estate and interest income, as applicable. As of December 31, 2025 2024 2023 Assets: Net Lease $ 2,902,699 $ 2,942,585 $ 3,084,686 Hotels 3,107,967 3,897,132 3,943,213 Corporate 480,914 279,841 328,217 Total assets $ 6,491,580 $ 7,119,558 $ 7,356,116 As of December 31, 2025 2024 2023 Capital expenditures: Net Lease $ 2,451 $ 5,494 $ 3,477 Hotels 234,469 297,398 232,053 Total capital expenditures $ 236,920 $ 302,892 $ 235,530 (1) (2) F-35
Page 122
Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 13. Fair Value of Assets and Liabilities The table below presents certain of our assets carried at fair value at December 31, 2025, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset. Fair Value at Reporting Date Using Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Non-recurring Fair Value Measurement Assets: Assets of properties held for sale $ 610 $ — $ 610 $ — (1) We recorded impairment charges totaling $101 during the year ended December 31, 2025, to reduce the carrying value of one net lease property in our consolidated balance sheet to its estimated fair value, less estimated costs to sell of $37, based on a negotiated sales price with a third party buyer (Level 2 inputs as defined in the fair value hierarchy under GAAP). In addition to the assets included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, VFN, net lease mortgage notes, senior notes and security deposits. At December 31, 2025 and 2024, the fair values of these financial instruments approximated their carrying values in our consolidated balance sheets due to their short-term nature or floating interest rates, except as follows: December 31, 2025 December 31, 2024 Carrying Fair Carrying Fair Value Value Value Value Senior Unsecured Notes, due 2026 at 5.25% $ — $ — $ 348,730 $ 339,889 Senior Unsecured Notes, due 2026 at 4.75% — — 448,957 425,237 Senior Unsecured Notes, due 2027 at 4.95% 399,164 401,716 398,428 373,796 Senior Guaranteed Unsecured Notes, due 2027 at 5.50% 447,858 442,985 446,758 420,809 Senior Secured Notes, due 2027 at zero coupon 501,256 524,263 — — Net Lease Mortgage Notes, due 2028 at 5.60% 578,368 598,113 568,283 585,236 Senior Unsecured Notes, due 2028 at 3.95% 397,645 377,596 396,505 335,056 Senior Guaranteed Unsecured Notes, due 2029 at 8.375% 686,738 703,780 682,934 676,725 Senior Unsecured Notes, due 2029 at 4.95% 422,056 368,382 421,269 338,071 Senior Unsecured Notes, due 2030 at 4.375% 395,318 338,932 394,189 301,752 Senior Secured Notes, due 2031 at 8.625% 976,121 1,050,370 972,073 1,040,590 Senior Guaranteed Unsecured Notes, due 2032 at 8.875% 484,904 493,225 482,577 462,755 Total financial liabilities $ 5,289,428 $ 5,299,362 $ 5,560,703 $ 5,299,916 (1) Carrying value includes unamortized discounts, premiums and certain debt issuance costs. At December 31, 2025 and 2024, we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). At December 31, 2025 and 2024, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement date (Level 3 inputs). As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value. (1) (1) (1) F-36
Page 123
Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (dollars in millions) Initial Cost toCompany Costs CapitalizedSubsequent to Acquisition Gross Amount at which Carriedat Close of Period PropertyCount Brand Encumbrances Land Building &Improvements Improvements Impairment Cost BasisAdjustment Land Building &Improvements Total AccumulatedDepreciation Date ofConstruction DateAcquired HotelProperties 17 RoyalSonestaHotels® $ — $229 $ 1,118 $ 498 $ (9) $ (51) $229 $ 1,556 $1,785 $ (491) 1912 through2010 2001through2019 22 SonestaHotels &Resorts® — 216 641 554 (51) (30) 216 1,114 1,330 (370) 1950 through2010 1998through2023 17 Hyatt Place® — 20 137 124 — (11) 20 250 270 (106) 1995 through2002 1997through2002 7 Sonesta ESSuites® 21 85 90 (8) (27) 21 140 161 (63) 1990 through2002 1998through2005 5 Radisson®Hotels &Resorts — 9 93 59 — (2) 9 150 159 (88) 1987 through1990 1996through1997 7 SonestaSimplySuites® — 18 78 44 (1) (14) 18 107 125 (51) 1998 through2001 1999through2003 1 CrownePlaza® — 17 69 33 — (1) 17 101 118 (24) 1986 2017 6 SonestaSelect® — 18 40 43 — (6) 17 78 95 (53) 1987 through1992 1995through1996 2 Country Inn& Suites® byRadisson — 3 24 11 — — 3 35 38 (22) 1989 1996 Net Lease Service RetailProperties 131 TravelCentersof America — 564 936 452 — (506) 564 882 1,446 (521) 1962 through2017 2007through2017 44 PetroStoppingCenters — 260 522 195 — (278) 260 439 699 (240) 1975 through2017 2008through2017 14 The GreatEscape — 19 64 — — — 19 64 83 (15) 1986 through2007 2019 3 Life TimeFitness — 17 56 — — — 17 56 73 (13) 1987 through2012 2019 25 Vacant 14 31 33 8 (1) (5) 29 37 66 (11) 1958 through2024 2007through2019 5 Buehler'sFresh Foods 62 10 49 — — — 10 49 59 (15) 1980 through2000 2019 59 HeartlandDental — 11 37 1 — — 11 38 49 (9) 1920 through2005 2019 5 AMCTheatres — 13 34 1 — — 13 35 48 (10) 1995 through2008 2019 45 Pizza Hut 28 14 33 — — — 14 33 47 (18) 1915 through2024 2019through2025 10 Norms — 23 24 1 — — 23 25 48 (7) 1957 through2014 2019 23 Express OilChange 37 6 37 — — — 6 37 43 (8) 1965 through2016 2019 3 Flying JTravel Plaza — 6 32 1 — — 6 33 39 (7) 2001 2019 6 America'sAuto Auction 31 7 23 6 — — 7 29 36 (7) 1960 through2020 2019 4 CourthouseAthletic Club 21 5 28 — — — 5 28 33 (7) 1980 through2001 2019 2 Big Al's 21 3 28 — — — 3 28 31 (4) 2006 through2010 2019 4 B&BTheatres — 12 15 3 — — 12 18 30 (6) 1998 through2022 2019 1 Fleet Farm — 3 28 — — — 3 28 31 (6) 1979 2019 16 Martin's 20 7 21 — — (1) 7 20 27 (6) 1962 through2003 2019 20 Popeye's 22 8 17 — — — 8 17 25 (7) 1968 through2003 2019 (1) (2) (3) (4) (5) (5) (6) (7) (6)(7) S-1
Page 124
Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost toCompany Costs CapitalizedSubsequent to Acquisition Gross Amount at which Carriedat Close of Period PropertyCount Brand Encumbrances Land Building &Improvements Improvements Impairment Cost BasisAdjustment Land Building &Improvements Total AccumulatedDepreciation Date ofConstruction DateAcquired 17 Burger King 18 5 21 — — — 5 21 26 (9) 1979 through2024 2019 18 Arby's 19 6 18 — — — 6 18 24 (9) 1967 through2008 2019 32 Church'sChicken — 5 18 — — — 5 18 23 (6) 1968 through1983 2019 15 Hardee's 19 4 18 — — — 4 18 22 (8) 1977 through1997 2019 4 RegalCinemas — 4 18 — — — 4 18 22 (4) 2005 through2010 2019 6 UnitedSupermarkets 18 4 17 — — — 4 17 21 (7) 1979 through1997 2019 5 Mister CarWash 23 2 19 — — — 2 19 21 (4) 1960 through2005 2019 2 Mesa Fitness 15 3 17 — — — 3 17 20 (4) 1983 through2007 2019 2 Multi-Tenant — 4 22 5 (9) (1) 4 17 21 (5) 1959 through2001 2006through2025 3 KinderCare 16 5 14 — — — 5 14 19 (2) 1999 through2003 2019 28 Uncle Ed'sOil Shoppe — 6 12 — — — 6 12 18 (6) 1959 through1999 2019 12 Taco Bell 15 4 14 — — — 4 14 18 (4) 1982 through2019 2019through2020 1 CarMax — 5 13 — — — 5 13 18 (3) 2005 2019 2 AcademySports +Outdoors 5 3 13 — — — 3 13 16 (1) 2016 through2023 2019through2025 5 Pike Nursery 17 8 6 — — — 8 6 14 (2) 1970 through1996 2019 2 Fusion Gyms — 3 10 2 — — 3 12 15 (3) 1987 through1994 2019 2 LA Fitness — 4 11 — — — 4 11 15 (1) 2006 through2012 2019through2025 1 Dave &Buster's 12 3 11 — — — 3 11 14 (2) 1972 through1992 2019 2 HHI Form-Tech 9 3 10 — — — 3 10 13 (6) 1952 2019 4 Bob Evans — 3 8 — — — 3 8 11 — 1981 through2008 2025 3 GoldenCorral — 4 8 — — (1) 4 7 11 (2) 1989 through2000 2019 2 Sanford'sGrub & Pub — 1 10 — — — 1 10 11 (2) 1928 through2003 2019 2 Walk Ons — 3 8 — — — 3 8 11 — 2019 through2020 2025 2 EddieMerlot's 6 2 8 — — — 2 8 10 (2) 2001 through2003 2019 1 BaptistEmergencyHospital 11 2 8 — — — 2 8 10 (1) 2013 2019 12 Core & Main 4 4 5 — — — 4 5 9 (2) 1972 through1998 2019 4 Meineke CarCare Center — 3 6 — — — 3 6 9 (2) 1999 through2000 2019 1 CermakFresh Market 7 2 7 — — — 2 7 9 (4) 1989 2019 1 ColumbusPreparatoryAcademy 6 1 8 — — — 1 8 9 (1) 2004 2019 1 Kohl's 6 2 6 — — — 2 6 8 (2) 1986 2019 9 Sonic Drive-In 6 3 4 — — — 3 4 7 (2) 1991 through2018 2019 6 DollarGeneral 1 1 6 — — — 1 6 7 — 2015 through2024 2019through2025 3 KrispyKreme 7 2 5 — — — 2 5 7 (1) 1986 through2004 2019 3 Oregano'sPizza Bistro 5 1 6 — — — 1 6 7 (2) 1964 through2006 2019 (1) (2) (3) (4) S-2
Page 125
Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost toCompany Costs CapitalizedSubsequent to Acquisition Gross Amount at which Carriedat Close of Period PropertyCount Brand Encumbrances Land Building &Improvements Improvements Impairment Cost BasisAdjustment Land Building &Improvements Total AccumulatedDepreciation Date ofConstruction DateAcquired 3 FamousDave's 3 2 5 — — — 2 5 7 (1) 1997 through2010 2019through2025 2 Blue Rhino 16 3 4 — — — 3 4 7 (1) 2004 2019 2 DiagnosticHealth — 1 6 — — — 1 6 7 (1) 1985 through1997 2019 1 MarcusTheaters — 2 5 — — — 2 5 7 (2) 1999 2019 1 CrunchFitness — 1 6 — — — 1 6 7 — 2000 through2021 2025 7 HughesSupply 4 2 4 — — — 2 4 6 (2) 1976 through2024 2019 5 BrookshireBrothers 6 1 5 — — — 1 5 6 (2) 1992 through2005 2019 3 Lerner andRowe 7 1 5 — — — 1 5 6 (1) 1970 through2002 2019 3 Jack's FamilyRestaurant 5 2 4 — — — 2 4 6 (1) 2008 through2016 2019 3 Wendy's 5 1 5 — — — 1 5 6 (2) 1984 through2005 2019 2 Flying StarCafe 4 1 5 — — — 1 5 6 (1) 1994 through1999 2019 1 Jack StackBarbeque 4 1 5 — — — 1 5 6 (1) 1983 2019 2 10Box Cost-Plus 4 2 3 — — — 2 3 5 (2) 1994 2019 2 BricktownBrewery 4 1 4 — — — 1 4 5 (2) 1904 through1984 2019 2 GerberCollision &Glass 4 1 4 — — — 1 4 5 (1) 2001 through2002 2019 2 White Cap 5 2 3 — — — 2 3 5 (1) 1990 through2001 2019 2 Walgreens 3 — 5 — — — — 5 5 (2) 1993 through1999 2019 2 Buffalo WildWings 2 2 3 — — — 2 3 5 (1) 1995 through2014 2019 1 AngstromAutomotiveGroup 5 2 3 — — — 2 3 5 (2) 1987 2019 1 Mak PackDog Training& Boarding 3 1 4 — — — 1 4 5 (1) 2007 2019 1 PlanetFitness 4 1 4 — — — 1 4 5 (1) 2007 2019 1 RGB EyeAssociates 6 1 4 — — — 1 4 5 (1) 2013 2019 1 Splash CarWash — 1 4 — — — 1 4 5 — 2023 2025 3 Checkers — 1 3 — — — 1 3 4 — 2019 through2023 2025 2 Fuzzy's TacoShop — 1 3 — — — 1 3 4 (1) 1994 through1995 2019 2 TexasRoadhouse 2 4 3 — — (3) 4 — 4 — 1992 2019 2 Focus ChildDevelopmentCenter — 1 3 — — — 1 3 4 — 1996 through1998 2019 1 Sportsman'sWarehouse 3 1 3 1 — — 1 4 5 (2) 1983 2019 1 AshleyFurniture 2 1 3 — — — 1 3 4 (1) 2000 2019 1 Boozman-Hof — 2 2 — — — 2 2 4 (1) 1988 2019 1 Erik's BikeShop Inc. — 1 3 — — — 1 3 4 (1) 1996 2019 1 Miller WasteMills — — 4 — — — — 4 4 (2) 1960 2019 1 SouthernPediatrics 3 1 3 — — — 1 3 4 (1) 2011 2019 1 Win Win — 1 3 — — — 1 3 4 (1) 1990 2019 1 Mind 24-7,LLC — 1 3 2 (3) — 1 2 3 (1) 2008 2019 2 AnixterPowerSupply 3 1 2 — — — 1 2 3 (1) 1984 through1999 2019 2 Monterey'sTex Mex 1 1 2 — — — 1 2 3 (1) 1979 through1997 2019 (1) (2) (3) (4) S-3
Page 127
Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost toCompany Costs CapitalizedSubsequent to Acquisition Gross Amount at which Carriedat Close of Period PropertyCount Brand Encumbrances Land Building &Improvements Improvements Impairment Cost BasisAdjustment Land Building &Improvements Total AccumulatedDepreciation Date ofConstruction DateAcquired 2 HTeaO — 1 2 — — — 1 2 3 — 2022 through2023 2025 1 Aspire Rx — 1 2 — — — 1 2 3 (1) 1999 2019 1 Applebee's — 1 2 — — — 1 2 3 (1) 1996 2019 1 Black AngusSteakhouse 2 1 2 — — — 1 2 3 — 1996 2019 1 Kerry's CarCare 2 1 2 — — — 1 2 3 — 2015 2019 1 Ojos LocosSportsCantina 2 1 2 — — — 1 2 3 (1) 1993 2019 1 SlimChickens 2 1 2 — — — 1 2 3 — 2014 2019 1 SouthwestStainless &Alloy 2 — 3 — — — — 3 3 (1) 1984 2019 1 TractorSupply — — 3 — — — — 3 3 (1) 2007 2019 1 Gold StarChili — 1 2 — — — 1 2 3 — 2003 2025 2 Hooters 2 1 1 — — — 1 1 2 (1) 1977 through1994 2019 2 Rally's 1 1 1 — — — 1 1 2 — 1992 2019 2 Taco Bueno 2 1 1 — — — 1 1 2 (1) 1991 through2003 2019 2 AffordableDentures &Implants — 1 1 — — — 1 1 2 — 2008 through2010 2019 1 Bondcote — — 2 — — — — 2 2 (2) 1967 2019 1 NRV FleetServices — — 2 — — — — 2 2 (1) 1985 2019 1 FirestoneCompleteAuto Care 2 1 1 — — — 1 1 2 — 1998 2019 1 Cycle Gear 2 1 1 — — — 1 1 2 (1) 1989 through2022 2019 1 Long JohnSilver's 1 1 1 — — — 1 1 2 — 1987 2019 1 Moe'sAmericanGrill — — 2 — — — — 2 2 (1) 1953 2019 1 OrschelnFarm andHome 2 1 1 — — — 1 1 2 — 1977 2019 1 Red RobinGourmetBurgers — 1 1 — — — 1 1 2 (1) 1995 2019 1 SchumacherHomes 1 1 1 — — — 1 1 2 — 2014 2019 1 Bru BurgerBar 1 — 1 — — — — 1 1 — 1996 2019 1 Buchheit 1 — 1 — — — — 1 1 — 1986 2019 1 Captain D's 1 — 1 — — — — 1 1 — 1995 2019 1 ChickenSalad Chick 1 — 1 — — — — 1 1 — 1976 through2021 2019 1 CleanExpress AutoWash — — 1 — — — — 1 1 (1) 1991 2019 1 DiscountTire — 1 4 — — (4) 1 — 1 — 2009 2019 1 El Forastero 1 — 1 — — — — 1 1 — 1985 through2021 2019 1 HowlinConcrete 1 1 — — — — 1 — 1 — 1922 2019 1 KFC 1 — 1 — — — — 1 1 — 2002 2019 1 LittleCaesars — — 1 — — — — 1 1 — 1996 through2020 2019 1 NAPA AutoParts 1 — 1 — — — — 1 1 — 2001 2019 1 O'ReillyAuto Parts 1 — 1 — — — — 1 1 — 2006 2019 1 Old MexicoCantina 1 — 1 — — — — 1 1 — 2007 2019 1 Robata — — 1 — — — — 1 1 — 1980 2019 1 SRSDistribution 1 — 1 — — — — 1 1 (1) 1975 2019 (1) (2) (3) (4) S-4
Page 128
Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost toCompany Costs CapitalizedSubsequent to Acquisition Gross Amount at which Carriedat Close of Period PropertyCount Brand Encumbrances Land Building &Improvements Improvements Impairment Cost BasisAdjustment Land Building &Improvements Total AccumulatedDepreciation Date ofConstruction DateAcquired 1 The AtlantaCenter forFoot &AnkleSurgery 2 — 1 — — — — 1 1 — 1963 2019 1 TouchstoneImaging 1 — 1 — — — — 1 1 — 1992 2019 1 Wings, Etc 1 — 1 — — — — 1 1 — 2014 2019 1 Scooter'sCoffee — — 1 — — — — 1 1 — 2022 2025 1 SliceFactory — — 1 — — — — 1 1 — 1996 through2022 2025 1 FamilyDollarStores — — — — — — — — — — 1988 2019 1 Dunkin'Donuts — — — — — — — — — — 1977 through2022 2019 1 BighamCable — — — — — — — — — — 1989 2019 1 ConsolidatedPipe 1 — — — — — — — — — 1987 2019 1 Del Taco 1 — — — — — — — — — N/A 2019 1 Giliberto'sMexicanTaco Shop 1 — — — — — — — — — N/A 2019 1 Off theHook Eatery — — — — — — — — — — 2007 2019 843 Total Heldand Used $ 650 $1,754 $ 4,887 $ 2,134 $ (82) $ (941) $1,751 $ 6,001 $7,752 $ (2,351) Assets Heldfor Sale 6 Sonesta ESSuites® $ — $ 10 $ 58 $ 51 $ (10) $ (4) $ 10 $ 95 $ 105 $ (41) 1989 through2000 1996through2017 3 SonestaSimplySuites® — 4 22 44 (1) (39) 4 26 30 (14) 1998 through2000 1998through2003 1 SonestaSelect® — — 9 4 — (2) — 11 11 (8) 1990 1995 1 Vacant — — 1 — — — — 1 1 — 1995 2019 854 TotalIncludingHeld forSale $ 650 $1,768 $ 4,977 $ 2,233 $ (93) $ (986) $1,765 $ 6,134 $7,899 $ (2,414) (1) Represents the principal balance of our net lease mortgage notes including $45.0 million outstanding under the VFN, excluding unamortized discounts and debt issuance costs. (2) Represents reclassifications between accumulated depreciation and building and improvements made to record certain properties at fair value in accordance with GAAP. (3) Excludes $197 of personal property classified in our consolidated balance sheets as furniture, fixtures and equipment. (4) We depreciate buildings and improvements over periods ranging between ten to 40 years. (5) 55 properties, including 38 net lease properties and 17 hotels secure our credit agreement, which had no borrowings outstanding as of December 31, 2025. (6) 67 TravelCenters of America and three Petro Stopping Centers properties secure our $1.0 billion senior secured notes due 2031, excluding unamortized discounts and debt issuance costs. (7) 36 TravelCenters of America properties secure our $580.2 million senior secured notes due 2027, excluding unamortized discounts and debt issuance costs. (1) (2) (3) (4) S-5
Page 129
Table of Contents SERVICE PROPERTIES TRUST NOTES TO SCHEDULE III December 31, 2025 (dollars in thousands) (A) The change in total cost of properties for the period from January 1, 2023 to December 31, 2025 is as follows: 2025 2024 2023 Balance at beginning of year $ 9,272,623 $ 9,415,896 $ 9,174,451 Additions: acquisitions and capital expenditures 265,249 278,797 363,601 Dispositions (1,637,605) (336,703) (110,535) Reclassification of properties held for sale (148,467) (85,367) (11,621) Balance at close of year $ 7,751,800 $ 9,272,623 $ 9,415,896 (B) The change in accumulated depreciation for the period from January 1, 2023 to December 31, 2025 is as follows: 2025 2024 2023 Balance at beginning of year $ 3,029,044 $ 2,950,685 $ 2,749,862 Additions: depreciation expense 156,246 211,106 207,641 Dispositions (771,244) (87,208) (4,747) Reclassification of properties held for sale (63,144) (45,539) (2,071) Balance at close of year $ 2,350,902 $ 3,029,044 $ 2,950,685 (C) The aggregate cost tax basis for federal income tax purposes of our real estate properties was $6,105,365 on December 31, 2025. S-6
Page 130
Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Service Properties Trust By: /s/ Christopher J. Bilotto Christopher J. Bilotto President and Chief Executive Officer Dated: February 25, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Christopher J. Bilotto Managing Trustee, President and Chief Executive Officer(Principal Executive Officer) February 25, 2026Christopher J. Bilotto /s/ Brian E. Donley Chief Financial Officer and Treasurer(Principal Financial and Accounting Officer) February 25, 2026Brian E. Donley /s/ Laurie B. Burns Independent Trustee February 25, 2026Laurie B. Burns /s/ Robert E. Cramer Independent Trustee February 25, 2026Robert E. Cramer /s/ Donna D. Fraiche Independent Trustee February 25, 2026Donna D. Fraiche /s/ William A. Lamkin Independent Trustee February 25, 2026William A. Lamkin /s/ Rajan C. Penkar Independent Trustee February 25, 2026Rajan C. Penkar /s/ Adam D. Portnoy Managing Trustee February 25, 2026Adam D. Portnoy
Page 131
Exhibit 8.1 February 25, 2026 Service Properties Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: The following opinion is furnished to Service Properties Trust, a Maryland real estate investment trust (the “Company”), to be filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) under the Securities Exchange Act of 1934, as amended. We have acted as counsel for the Company in connection with the preparation of the Form 10-K. We have reviewed originals or copies of such corporate records, such certificates and statements of officers of the Company and of public officials, and such other documents as we have considered relevant and necessary in order to furnish the opinion hereinafter set forth. In doing so, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i) the Company’s amended and restated declaration of trust, as amended and supplemented, and its third amended and restated bylaws; and (ii) the Form 10-K. For purposes of the opinion set forth below, we have assumed that any documents (other than documents which have been executed, delivered, adopted, or filed, as applicable, by the Company prior to the date hereof) that have been provided to us in draft form will be executed, delivered, adopted, and filed, as applicable, without material modification. The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the Treasury regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “Tax Laws”), and upon the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “ERISA Laws”). No assurance can be given that Tax Laws or ERISA Laws will not change. In the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Material United States Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts”, certain assumptions have been made therein and certain conditions and qualifications have been expressed therein, all of
Page 132
Service Properties Trust February 25, 2026 Page 2 which assumptions, conditions, and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is based, we have assumed the initial and continuing truth, accuracy, and completeness of: (i) the information set forth in the Form 10-K and in the exhibits thereto; and (ii) representations made to us by officers of the Company or contained in the Form 10-K and in the exhibits thereto, in each such instance without regard to qualifications such as “to the best knowledge of” or “in the belief of”. We have not independently verified such information. We have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions described in the Form 10-K or in the exhibits thereto have been or are consummated in a manner that is inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon. Based upon and subject to the foregoing: (i) we are of the opinion that the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Material United States Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts” in all material respects are, subject to the limitations set forth therein, the material Tax Laws considerations and the material ERISA Laws considerations relevant to holders of the securities of the Company discussed therein (the “Securities”); and (ii) we hereby confirm that the opinions of counsel referred to in said sections represent our opinions on the subject matters thereof. Our opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions. Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented, or assumed herein or any subsequent changes in Tax Laws or ERISA Laws. This opinion is rendered to you in connection with the filing of the Form 10-K. Purchasers and holders of the Securities are urged to consult their own tax advisors or counsel, particularly with respect to their particular tax consequences of acquiring, holding, and disposing of the Securities, which may vary for investors in different tax situations. We hereby consent to the filing of a copy of this opinion as an exhibit to the Form 10-K, which is incorporated by reference in the Company’s Registration Statement on Form S-3, File No. 333-281645 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and to the references to our firm in the Form 10-K and the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the SEC promulgated thereunder. Very truly yours, /s/ Sullivan & Worcester LLP SULLIVAN & WORCESTER LLP
Page 133
Exhibit 10.25 SCHEDULE A MANAGERS Sonesta Gatehall Drive LLC, a Maryland limited liability company Sonesta International Hotels Corporation, a Maryland corporation Sonesta Morris Plains LLC, a Maryland limited liability company
Page 134
SCHEDULE B OWNERS Cambridge TRS, Inc., a Maryland corporation HPT CY TRS, Inc., a Maryland corporation HPT TRS IHG-2, Inc., a Maryland corporation HPT TRS MRP, Inc., a Maryland corporation SVC Gatehall Drive TRS LLC, a Maryland limited liability company SVC Morris Plains TRS LLC, a Maryland limited liability company
Page 135
SCHEDULE C HOTELS Trade Name and Street Address Landlord Owner Manager 1. Sonesta Select Phoenix Camelback 2101 East Camelback Road Phoenix, AZ Service PropertiesTrust HPT CY TRS, Inc. Sonesta International HotelsCorporation 2. Sonesta ES Suites Wilmington - Newark 240 Chapman Road Newark, DE HPT IHG-2Properties Trust Cambridge TRS, Inc. Sonesta International HotelsCorporation 3. Sonesta ES Suites Andover 4 Technology Drive Andover, MA HPT IHG-2Properties Trust Cambridge TRS, Inc. Sonesta International HotelsCorporation 4. Sonesta ES Suites Detroit Warren 30120 North Civic Center Blvd. Warren, MI HPTMI PropertiesTrust HPT TRS MRP, Inc. Sonesta International HotelsCorporation 5. Sonesta Simply Suites Parsippany Morris Plains 100 Candlewood Drive Morris Plains, NJ HPT IHG-2Properties Trust SVC Morris Plains TRSLLC Sonesta Morris Plains LLC 6. Sonesta ES Suites Parsippany Morris Plains 3 Gatehall Drive Parsippany, NJ HPTMI PropertiesTrust SVC Gatehall Drive TRSLLC Sonesta Gatehall Drive LLC 7. Sonesta ES Suites Cincinnati - Blue Ash 11401 Reed Hartman Highway Blue Ash, OH HPT IHG-2Properties Trust Cambridge TRS, Inc. Sonesta International HotelsCorporation 8. Sonesta ES Suites Charleston 200 Hotel Circle Charleston, WV HPTMI PropertiesTrust HPT TRS MRP, Inc. Sonesta International HotelsCorporation
Page 136
SCHEDULE D MANAGEMENT AGREEMENTS 1. Second Amended, Restated and Consolidated Master Management Agreement for Retained Hotels, dated asof August 1, 2025, by and among Sonesta International Hotels Corporation, as manager, and CambridgeTRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc. and HPT TRS MRP, Inc., as owners, as amended andassigned. [6 Hotels] 2. Second Amended and Restated Management Agreement, dated as of August 1, 2025, by and betweenSonesta Gatehall Drive LLC, as manager, and SVC Gatehall Drive TRS LLC, as owner, as amended.[Sonesta ES Suites Parsippany Morris Plains] 3. Amended and Restated Management Agreement, dated as of August 1, 2025, by and between SonestaMorris Plains LLC, as manager, and SVC Morris Plains TRS LLC, as owner, as amended. [Sonesta SimplySuites Parsippany Morris Plains]
Page 137
Exhibit 10.26 We have entered into three management agreements with Sonesta International Hotels Corporation or its subsidiaries for the non-Retained Hotels which are substantially identical in all material respects. There is one management agreement which covers 6 hotels, and there are two management agreements which each cover a single hotel. Trade Name and Street Address Landlord Owner Manager Service Level 1. Sonesta Select Phoenix Camelback 2101 East Camelback Road Phoenix, AZ Service Properties Trust HPT CY TRS, Inc. Sonesta International Hotels Corporation Select 2. Sonesta ES Suites Wilmington - Newark 240 Chapman Road Newark, DE HPT IHG-2 Properties Trust Cambridge TRS, Inc. Sonesta International Hotels Corporation Select 3. Sonesta ES Suites Andover 4 Technology Drive Andover, MA HPT IHG-2 Properties Trust Cambridge TRS, Inc. Sonesta International Hotels Corporation Select 4. Sonesta ES Suites Detroit Warren 30120 North Civic Center Blvd. Warren, MI HPTMI Properties Trust HPT TRS MRP, Inc. Sonesta International Hotels Corporation Select 5. Sonesta Simply Suites Parsippany Morris Plains 100 Candlewood Drive Morris Plains, NJ HPT IHG-2 Properties Trust SVC Morris Plains TRS LLC Sonesta Morris Plains LLC Select 6. Sonesta ES Suites Parsippany Morris Plains 3 Gatehall Drive Parsippany, NJ HPTMI Properties Trust SVC Gatehall Drive TRS LLC Sonesta Gatehall Drive LLC Select 7. Sonesta ES Suites Cincinnati - Blue Ash 11401 Reed Hartman Highway Blue Ash, OH HPT IHG-2 Properties Trust Cambridge TRS, Inc. Sonesta International Hotels Corporation Select 8. Sonesta ES Suites Charleston 200 Hotel Circle Charleston, WV HPTMI Properties Trust HPT TRS MRP, Inc. Sonesta International Hotels Corporation Select
Page 138
Exhibit 19.1 Service Properties Trust Insider Trading Policies and Procedures To promote compliance with applicable insider trading laws and to protect our reputation for integrity and ethical conduct, we have adopted these insider trading policies and procedures, which we refer to as our “insider trading policy.” When we refer to the “Company” we are referring to Service Properties Trust and its subsidiaries. When we refer to “RMR” we are referring to The RMR Group Inc. (“RMR Inc.”), The RMR Group LLC (“RMR LLC”), and RMR LLC’s subsidiaries. Our insider trading policy applies to trustees, directors, officers and employees, as applicable, of the Company and RMR, who we refer to as “Covered Persons” or “you”. All Covered Persons are expected to comply with the specific provisions of our insider trading policy that are applicable to them as well as those applicable to their family members. It is also our policy that the Company will not engage in transactions in securities of the Company (“Company Securities”) while aware of material, non-public information relating to such company. A. General Prohibition on Insider Trading. You may not directly or indirectly engage in any transaction involving the purchase or sale of Company Securities while aware of material, non-public information concerning the Company. Securities are broadly defined to include common shares, any other equity and debt securities, as well as any related derivative securities. What is Material Information? Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are: earnings projections; a proposed material acquisition, divestiture or joint venture; a restructuring; a change in dividend policy; material financings; a change in management or the Board of Trustees; pending or threatened material litigation; or a material cybersecurity incident. When is Information Considered Public? Information is considered “public” once it has been widely disseminated, for example through newswire services, a news website or public disclosure documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website. Even after information is widely disseminated, it is still considered “non-public” until the investing public has had sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until the opening of business on the second trading day after the day on which the information is released. If, for example, the Company were to make an announcement after the market closes on a Monday, you should not trade Company Securities until the opening of business on Wednesday. Tipping. The prohibition against insider trading applies to (i) tipping, i.e., disclosing material, non-public information to another person within the Company whose job does not require that person to have that information or another person outside of the Company, including, but not limited to, family, friends, business associates, investors and others, unless the disclosure is made in accordance with the Company’s policies, regarding the protection or authorized external disclosure of information regarding the Company and (ii) making recommendations to purchase or sell any Company Securities on the basis of material, non-public information.
Page 139
Transactions by Entities that You Influence or Control. Our insider trading policy applies to any entities that you influence or control, including any corporations, limited liability companies, partnerships or trusts. Transactions in Company Securities by a controlled entity should be treated for the purposes of our insider trading policy and applicable securities laws as if they were for your own account. Transactions by Family Members and Others. Our insider trading policy applies to: (i) your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws); (ii) anyone else who lives in your household; and (iii) any family members who do not live in your household but whose transactions in Company Securities are directed by you or are subject to your influence or control. You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of our insider trading policy and applicable securities laws as if the transactions were for your own account. Our insider trading policy does not, however, apply to personal securities transactions of a family member who resides with you where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or such family member. Other Public Companies. The prohibition against insider trading also applies to trading in the securities of publicly traded companies other than the Company if you have material, non-public information with respect to such company, including information you may have learned in the course of performing your duties for the Company. Restricted Stock Awards. Our insider trading policy does not apply to the vesting of restricted common shares of the Company, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold common shares to satisfy tax withholding requirements upon the vesting of any restricted common shares of the Company. Our insider trading policy does apply, however, to any sale in the open market of common shares of the Company including to satisfy tax withholding requirements. Dividend Reinvestment Plan. Our insider trading policy does not apply to regular reinvestment of dividends in Company Securities you make pursuant to a dividend reinvestment plan offered by the Company or by your bank or brokerage firm at which you hold your Company Securities. Our insider trading policy does apply, however, to your election to participate in a dividend reinvestment plan and to any additional voluntary purchases of Company Securities resulting from additional contributions you choose to make to a dividend reinvestment plan in excess of the cash dividends you receive. Our insider trading policy also applies to your sale of Company Securities purchased pursuant to the dividend reinvestment plan. Purchases from or Sales to the Company. Our insider trading policy does not apply to any other purchase of Company Securities from the issuer of such securities or sales of Company Securities to the issuer of such securities. Termination of Service. Our insider trading policy continues to apply to transactions in Company Securities even after termination of (i) RMR’s services to the Company or (ii) your service to the Company or RMR. If a Covered Person is in possession of material, non-public information when such service is terminated, that Covered Person may not trade in Company Securities until that information has become public or is no longer material. Individuals subject to a blackout period under Section C below at the time of termination of service may not trade in Company Securities until after the end of the blackout period. The pre-clearance procedures in Section B below, however, will cease to apply upon termination of your service to the Company or RMR. Gifts. All gifts of Company Securities are transactions subject to our insider trading policy and may not be made while the person making the gift is aware of material, non-public information, and you are required to obtain pre-clearance of the gift if you are subject to the pre-clearance procedures in Section B below. B. Pre-clearance Procedures. To promote compliance with the general prohibition on insider trading, we have adopted the following procedures:
Page 140
Approval for Transactions in Company Securities. Trustees, directors and any senior level officer of the Company or RMR (including the head of investor relations and any officer of the level of Senior Vice President or above of RMR) must obtain authorization to buy or sell Company Securities, from at least two individuals designated for that purpose by our Managing Trustees, using our “Authorization to Trade” form (or such other manner of providing the information called for by our “Authorization to Trade” form). The individuals currently designated with this approval authority are any Managing Trustee, the President, the Chief Financial Officer and the Secretary of the Company, which list may be updated from time to time. No designated individual may act to authorize his or her own trades, agreements or trading plans. You may obtain an “Authorization to Trade” form on RMR’s SharePoint website. You should submit for approval any request for an authorization to trade at least two business days in advance of when you wish to receive approval. Approval for Transactions in Covered Public Company Securities. Covered Persons may not buy or sell securities of RMR Inc. or any other public company to which RMR LLC or its affiliates provide management services (a “Covered Public Company”), except in accordance with the procedures established by the applicable Covered Public Company for such transactions. Copies of the applicable Covered Public Company’s procedures may be obtained from our Secretary. Any authorization granted under this Section B, (i) will be limited to a specified dollar or share amount, (ii) will either expire at a specified date or, if no date is specified, will expire automatically after four calendar days, and (iii) may be revoked at any earlier time by notice to you. If a request for authorization is denied, the fact of such denial must be kept confidential by you. The procedures described above have been adopted for the benefit of the Company to promote compliance with securities laws. The granting of any such authorization under this Section B does not relieve you of your legal responsibilities not to purchase or sell shares or other securities while in possession of material, non-public information and otherwise to comply with applicable securities and other laws in connection with trading in securities. C. Prohibited Transactions. Certain types of transactions may increase exposure to legal risks for the Company and you and may create the appearance of impropriety or inappropriate conduct. Therefore, Covered Persons may not engage in the following transactions, except as noted below: Short sales. You may not, directly or indirectly through your family members or others, engage in any short sale of any Company Securities. Short sales of shares of a company are transactions where you borrow shares, sell the borrowed shares and then buy shares at a later date to replace the borrowed shares. Short sales may evidence an expectation on your part that the shares will decline in value and therefore have the potential to signal to the market that you lack confidence in the company. They may also reduce your incentive to seek to improve the company’s performance. Publicly traded options. You may not engage in any transaction in any publicly traded option related to any Company Securities. Given the short term of publicly traded options, transactions in these options may create the appearance that your trading is based on material, non-public information and may focus you on short term performance at the expense of the company’s long term objectives. Hedging transactions. You may not engage in any hedging transaction related to any Company Securities. Certain forms of hedging transactions with respect to a company would allow you to own securities without the full risk and reward of ownership which may result in you no longer having the same objectives as the company’s other shareholders.
Page 141
Margin accounts and pledges. You may not hold any Company Securities in a margin account or pledge any such securities as collateral for a loan without the approval of our Managing Trustees. Securities held in a margin account may be sold by the broker without your consent if you fail to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold if you default on the loan. These sales may occur at a time when you are aware of material, non-public information or otherwise not permitted to trade such securities. Standing and Limit Orders. You may not place standing or limit orders on Company Securities without the approval of our Managing Trustees. Standing and limit orders create heightened risks for insider trading violations because there is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result, the broker could execute a transaction when you possess material nonpublic information. D. Blackout Periods. All members of the Board of Trustees, the executive officers and the Secretary of the Company, all members of the board of directors of RMR Inc., all executive officers of RMR and certain other individuals designated from time to time by (i) a Managing Trustee or (ii) the Secretary of the Company (such members of the Board of Trustees and the board of directors, executive officers and designated individuals, collectively, the “Company Insiders”) are subject to the following blackout periods, during which they may not buy or sell, or otherwise trade in, or agree to buy, sell or otherwise trade in, including by entering into a share trading plan such as a 10b5-1 trading plan with respect to, any Company Securities: Quarterly Blackout. The period surrounding the Company’s announcement of its quarterly financial results is a particularly sensitive period of time for transactions in Company Securities from the perspective of compliance with applicable securities laws. During these periods, Company Insiders may possess or be presumed to possess material, non-public information about the Company’s financial results. Accordingly, Company Insiders are subject to quarterly blackout periods beginning 15 days prior to the close of each fiscal quarter and ending as of the opening of trading of the principal securities exchange on which the Company’s common shares are listed for trading on the second trading day following the public release of the Company’s earnings for that quarter. During a quarterly blackout period, Company Insiders may not, directly or indirectly through a family member or others, buy or sell, or otherwise trade in, or agree to buy, sell or otherwise trade in, Company Securities in open market transactions or through a broker, including by entering into a share trading plan such as a 10b5-1 trading plan with respect to Company Securities. Other Blackout Periods. From time to time, you may become aware of other types of material, non-public information regarding the Company. Prior to public disclosure of such information, the Company may impose a special blackout period during which Company Insiders may not, directly or indirectly through a family member or others, buy or sell, or otherwise trade in, or agree to buy, sell or otherwise trade in, Company Securities in open market transactions or through a broker, including by entering into a share trading plan such as a 10b5-1 trading plan with respect to Company Securities. If the Company imposes a special blackout period, it will notify the applicable Company Insiders. Company Insiders subject to a special blackout period may not disclose the existence of the blackout period to any other person. In addition, you may be informed from time to time by the Company or RMR of certain companies that are on a restricted trading list, and you must comply with those restrictions as well. Trading Window. Company Insiders may only conduct transactions in Company Securities during the trading window beginning as of the opening of trading of the principal securities exchange on which the Company’s common shares are listed for trading on the second business day following the public release of the Company’s quarterly earnings and ending 15 days prior to the close of the then current fiscal quarter, and then only upon receipt of prior written authorization in accordance with the procedures set forth in Section B of our insider trading policy and subject to any special blackout period and the restrictions in Section C of our insider trading policy.
Page 142
Trading in Company Securities during the trading window should not be considered a “safe harbor,” and Company Insiders should use good judgment at all times. Even during a trading window, Company Insiders must obtain prior approval for all purchases, sales and other trades in accordance with Section B of our insider trading policy and may not purchase, sell or otherwise trade Company Securities while in possession of material, non-public information. The quarterly trading restrictions and, except as otherwise determined by the Company, event-driven trading restrictions do not apply to: • transactions conducted pursuant to an approved Rule 10b5-1 trading plan entered into during a trading window, described below under the heading “Rule 10b5-1 trading plans”; and • regular reinvestment in Company Securities you make pursuant to a dividend reinvestment plan offered by the Company or by your bank or brokerage firm at which you hold your applicable Company Securities (provided, however, that the restrictions do apply to voluntary purchases of Company Securities resulting from additional contributions you choose to make to a dividend reinvestment plan, and to your election to participate in a dividend reinvestment plan or increase your level of participation in a dividend reinvestment plan). Exceptions to the quarterly trading restriction may be permitted in individual cases at the discretion of the persons authorized to pre-clear transactions in accordance with Section B of our insider trading policy. E. Rule 10b5-1 Trading Plans. Company Securities. Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) provides an affirmative defense from insider trading liability under Rule 10b-5. In order to rely on this defense, a trade must be made pursuant to a pre- arranged, written trading plan that was entered into when you were not aware of material, non-public information and that complies with the requirements of Rule 10b5-1. If you wish to enter into a 10b5-1 trading plan to buy or sell Company Securities, you must obtain prior approval in accordance with Section B of our insider trading policy prior to the adoption of the plan. You may not enter into or amend a Rule 10b5-1 trading plan during a period when you are subject to any blackout period trading restrictions that the Company may impose or you are otherwise in possession of material, non-public information. Trustees and officers of the Company subject to Section 16 of the Exchange Act (collectively, “Section 16 Insiders”) should be aware that the Company will be required to make quarterly disclosures regarding all Rule 10b5-1 trading plans entered into, amended or terminated by Section 16 Insiders and to include the material terms of such plans, other than pricing information. Additionally, a Rule 10b5-1 trading plan must comply with the requirements of Rule 10b5-1 (including specified waiting periods and limitations on multiple overlapping plans and single trade plans). Once such plan is adopted, you must not exercise any influence over the amount of Company Securities to be traded, the price at which they are to be traded or the date of the trade; and you may not amend, modify or terminate a 10b5-1 trading plan unless you obtain prior approval in accordance with Section B of our insider trading policy. In addition, the following considerations apply to individuals who may be deemed “affiliates” of the Company within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended. For these purposes, “affiliates” include the members of our Board of Trustees and our executive officers. Under Rule 144, an affiliate of the Company is subject to a limitation on the amount of securities that may be sold for his or her account during any three-month period. If an affiliate of the Company with an outstanding 10b5-1 trading plan sells securities outside of the plan and the sales reduce the applicable volume limits under Rule 144, the 10b5-1 trading plan may be deemed modified to the extent that the broker administering the plan is forced to sell fewer securities than would have otherwise been the case. To avoid this situation, Company affiliates must take care to not sell designated plan securities outside of the plan, and further ensure that any sales of securities outside of the 10b5-1 trading plan do not adversely affect the volume limits under Rule 144 to the detriment of plan sales. You agree to cooperate with us in reporting any trading plan you adopt, as may be required under the securities laws or as we may request.
Page 143
Covered Public Company Securities. Covered Persons may not enter into a 10b5-1 trading plan with respect to securities of a Covered Public Company, except in accordance with the procedures established by the applicable Covered Public Company for such 10b5-1 trading plans. Copies of the Covered Public Companies’ procedures for 10b5-1 trading plans may be obtained from our Secretary. F. Consequences of Violations The purchase or sale of Company Securities or Covered Public Company securities while you are aware of material, non-public information, or the disclosure of material, non-public information to others who then trade in Company Securities or Covered Public Company securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. In addition, your failure to comply with our insider trading policy may subject you to disciplinary action, including termination, whether or not your failure to comply with our insider trading policy results in a violation of law. December 17, 2024 6
Page 144
Exhibit 21.1 SERVICE PROPERTIES TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation Banner NewCo LLC Delaware Cambridge TRS, Inc. Maryland Candlewood Jersey City-Urban Renewal, L.L.C. New Jersey Harbor Court Associates, LLC Maryland Highway Ventures LLC Delaware Highway Ventures Borrower LLC Delaware Highway Ventures Properties LLC Maryland Highway Ventures Properties Trust Maryland HPT Cambridge LLC Massachusetts HPT Clift TRS LLC Maryland HPT CW MA Realty LLC Maryland HPT CW MA Realty Trust (Nominee Trust) Massachusetts HPT CY TRS, Inc. Maryland HPT Geary ABC Holdings LLC Maryland HPT Geary Properties Trust Maryland HPT IHG Canada Corporation New Brunswick HPT IHG Canada Properties Trust Delaware HPT IHG Chicago Property LLC Maryland HPT IHG GA Properties LLC Maryland HPT IHG PR, Inc. Puerto Rico HPT IHG-2 Properties Trust Maryland HPT IHG-3 Properties LLC Maryland HPT SN Holding, Inc. New York HPT State Street TRS LLC Maryland HPT Suite Properties Trust Maryland HPT TA Properties LLC Maryland HPT TA Properties Trust Maryland HPT TRS IHG-2, Inc. Maryland HPT TRS Inc. Maryland HPT TRS MRP, Inc. Maryland HPT TRS SPES II, Inc. Maryland HPT TRS WYN, Inc. Maryland HPT Wacker Drive TRS LLC Maryland HPTCY Properties Trust Maryland HPTMI Hawaii, Inc. Delaware HPTMI Properties Trust Maryland HPTWN Properties Trust Maryland Royal Sonesta, Inc. Louisiana SVC 2026 ABS LLC Delaware SVC 2026 TA ABS LLC Delaware
Page 146
Name State of Formation, Organization or Incorporation SVC ABS Holding LLC Delaware SVC ABS LLC Delaware SVC ABS WH Holding LLC Delaware SVC ABS WH LLC Delaware SVC Gatehall Drive TRS LLC Maryland SVC Higgins Road TRS LLC Maryland SVC Holdings LLC Maryland SVC HYB Lease Holdings Trust Maryland SVC HYB Lease Pool 3 LLC Maryland SVC HYB Lease Pool 4 LLC Maryland SVC Jersey City TRS LLC Maryland SVC Mannheim Road TRS LLC Maryland SVC Minneapolis TRS LLC Maryland SVC Morris Plains TRS LLC Maryland SVC Nanuet TRS LLC Maryland SVC NJ TRS LLC Maryland SVC Randolph Street TRS LLC Maryland SVC Redondo Beach TRS LLC Maryland SVC San Juan TRS LLC Puerto Rico SVC Walton Place TRS LLC Maryland SVC ZB AL LLC Maryland SVC ZB NE LLC Maryland SVC ZB Properties LLC Maryland SVCN 1 LLC Delaware SVCN 2 LLC Delaware SVCN 3 LLC Delaware SVCN 4 LLC Delaware SVCN 5 LLC Delaware
Page 147
Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-281645 on Form S-3 and Registration Statement No. 333- 288038 on Form S-8 of our reports dated February 25, 2026, relating to the financial statements of Service Properties Trust and the effectiveness of Service Properties Trust's internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2025. /s/ Deloitte & Touche LLP Boston, Massachusetts February 25, 2026
Page 148
Exhibit 31.1 CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) I, Christopher J. Bilotto, certify that: 1. I have reviewed this Annual Report on Form 10-K of Service Properties Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2026 /s/ Christopher J. Bilotto Christopher J. Bilotto President and Chief Executive Officer
Page 149
Exhibit 31.2 CERTIFICATION PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) I, Brian E. Donley, certify that: 1. I have reviewed this Annual Report on Form 10-K of Service Properties Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 25, 2026 /s/ Brian E. Donley Brian E. Donley Chief Financial Officer and Treasurer
Page 150
Exhibit 32.1 Certification Pursuant to 18 U.S.C. Sec. 1350 _______________________________________________ In connection with the filing by Service Properties Trust (the “Company”) of the Annual Report on Form 10-K for the period ended December 31, 2025 (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Christopher J. Bilotto Christopher J. Bilotto President and Chief Executive Officer /s/ Brian E. Donley Brian E. Donley Chief Financial Officer and Treasurer Date: February 25, 2026