What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-08-07 compared with 2023-05-08 · 61 added, 8 removed, 137 unchanged (33% of the section changed)

1 unchanged sentence

Issuer purchases of equity securities.

The following table provides information about our purchases of our equity securities during the quarter ended March 31, 2023:

The following table provides information about our purchases of our equity securities during the quarter ended June 30, 2023:

Calendar Month Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

January 1, 2023 - January 31, 2023 1,199 $ 7.15 $ — $ —

March 1, 2023 - March 31, 2023 3,772 9.96 — —

June 1, 2023 - June 30, 2023 16,761 $ 8.96 $ — $ —

Total 16,761 $ 8.96 $ — $ —

(1) These common share withholdings and purchases were made to satisfy tax withholding and payment obligations of certain former officers and employees of RMR in connection with the vesting of awards of common shares.

We withheld and purchased these shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the purchase dates.

5 unchanged sentences

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 10, 2020.)

3.3 Amended and Restated Bylaws of the Company, adopted effective September 23, 2019.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 23, 2019.)

3.3 Second Amended and Restated Bylaws of the Company, adopted effective June 13, 2023.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 14, 2023.)

4.1 Form of Common Share Certificate.

77 unchanged sentences

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)

4.21 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 7.50% Senior Notes due 2025.

(Filed herewith.)

4.22 Tenth Supplemental Indenture, dated as of November 20, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

14 unchanged sentences

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)

4.26 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 due 2027.

(Filed herewith.)

4.27 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)

22.1 List of Subsidiary Guarantors.

10.1 Form of Indemnification Agreement.

(Filed herewith.)

Number Description

10.2 Third Amend ed and Restated Credit Agreement, dated as of June 29, 2023, among the Com pany, Wells Fargo Bank, National Assoc iation, as Administrative Ag ent, and each o f the other institutions party thereto.

(Incorporated by re ference to the Company ’ s Current Report on Form 8-K filed on July 6, 2023 .)

10.3 Incremental Revolving Commitment Assumption Agreement, dated as of July 5, 2023, among the Company, certain of its subsidiaries party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2023.)

10.4 Amended and Restated Pledge Agreement, dated as of June 29, 2023, between the Company, certain of its direct and indirect 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.)

10.5 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.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022.) (Schedules thereto filed herewith.) (Schedule of applicable agreements filed herewith.)

10.6 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.

(Filed herewith.)

10.7 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc.

for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No.

(Filed herewith.)

10.8 Third Amended and Restated Lease Agreement No.

2, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.

(Filed herewith.)

10.9 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc.

for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No.

(Filed herewith.)

10.10 Third Amended and Restated Lease Agreement No.

3, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.

(Filed herewith.)

10.11 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc.

for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No.

(Filed herewith.)

10.12 Third Amended and Restated Lease Agreement No.

4, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC.

(Filed herewith.)

10.13 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc.

for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No.

(Filed herewith.)

10.14 Second Amended and Restated Lease Agreement No.

5, dated as of May 15, 2023, among Highway Ventures Properties Trust, Highway Ventures Properties LLC and TA Operating LLC.

(Filed herewith.)

10.15 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America, Inc.

for the benefit of Highway Ventures Properties Trust and Highway Ventures Properties LLC (relating to Second Amended and Restated Lease Agreement No.

(Filed herewith.)

22.1 List of Subsidiary Guarantors.

( I nc orporat ed by reference to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 .)

31.1 Rule 13a-14(a) Certification.

8 unchanged sentences

(Furnished herewith.)

99.1 Letter Agreement, dated as of May 1, 2023, between the Company and The RMR Group LLC.

(Filed herewith.)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

1 unchanged sentence

(Filed herewith.)

Number Description

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

6 unchanged sentences

(Filed herewith.)

Number Description

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2 unchanged sentences

President and Chief Investment Officer

August 7, 2023

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

August 7, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities