What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-05-07 compared with 2023-11-06 · 31 added, 30 removed, 132 unchanged (32% 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 September 30, 2023:

Calendar Month Number of Shares Purchased (1)

The following table provides information about our purchases of our equity securities during the quarter ended March 31, 2024:

Calendar Month Number of Common 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

July 1, 2023 - July 31, 2023 1,610 $ 9.03 $ — $ —

September 1, 2023 - September 30, 2023 74,584 7.86 — —

Total 76,194 $ 7.88 $ — $ —

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

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.

January 1, 2024 - January 31, 2024 1,537 $ 8.54 — $ —

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

Number Description

11 unchanged sentences

Bank National Association, as successor trustee to State Street Bank and Trust Company).

(Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.)

4.3 Authentication Order, dated January 13, 2017, from the Company to U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), relating to the Company’s 4.500% Senior Notes due 2023.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.)

4.3 Supplemental Indenture No.

16, dated as of March 12, 2014, 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 4.650% Senior Notes due 2024, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)

4.5 Supplemental Indenture No.

17, dated as of September 12, 2014, between the Company and U.S.

7 unchanged sentences

4.5 Second Supplemental Indenture, dated as of February 3, 2016, 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 5.25% Senior Notes due 2026, including form thereof.

12 unchanged sentences

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)

4.11 Sixth Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S.

4.9 Seventh 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.

1 unchanged sentence

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)

4.12 Seventh 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 4.750% Senior Notes due 2026, including form thereof.(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)

4.10 Eighth Supplemental Indenture, dated as of September 18, 2019, between the Company and U.S.

2 unchanged sentences

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.)

Number Description

4.11 Ninth Supplemental Indenture, dated as of June 17, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

2 unchanged sentences

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 18, 2020.)

Number Description

4.12 Supplemental Indenture, dated as of July 15, 2020, among the Company, Highway Ventures Properties Trust, HPTWN Properties Trust, HPT Suite Properties Trust, SVCN 2 LLC and U.S.

26 unchanged sentences

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.)

4.19 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 7.50% Senior Notes due 2025.

(Filed herewith.)

4.20 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.)

Number Description

4.24 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.

2 unchanged sentences

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.)

4.25 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.

(Filed herewith.)

4.26 Indenture, dated as of November 16, 2023, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

Bank Trust Company, National Association, relating to the Company’s 8.625% Senior Secured Notes due 2031, including form thereof.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.)

4.27 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, relating to the Company’s 8.625% Senior Notes due 2031.

(Filed herewith.)

4.28 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.)

Number Description

10.1 Form of Share Award Agreement.

10.1 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.

(Filed herewith.)

10.2 Release of Certain Guarantors, dated as of September 28, 2023, by U.S.

Bank Trust Company, National Association (f/k/a U.S.

Bank National Association) (Filed herewith.)

10.3 Release of Certain Guarantors, dated as of September 28, 2023, by U.S.

Bank Trust Company, National Association (Filed herewith.)

10.2 Amended, Restated and Consolidated Pooling Agreement, dated as of January 1, 2022, among Sonesta International Hotels Corporation, certain subsidiaries of the Company named therein as owners and certain subsidiaries of Sonesta International Hotels Corporation named therein as managers.

(Retained Hotels) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022).

(Schedules thereto filed herewith.)

10.3 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 incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) (Schedule of applicable agreements filed herewith.)

22.1 List of Subsidiary Guarantors.

25 unchanged sentences

President and Chief Investment Officer

November 6, 2023

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

November 6, 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