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What changed 10-Q

Item 2. Unregistered Sales of Equity Securities

2024-08-06 compared with 2024-05-07 · 19 added, 57 removed, 106 unchanged (42% 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, 2024:

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

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.

April 1, 2024 - April 30, 2024 8,159 $ 6.53 — $ —

May 1, 2024 - May 31, 2024 2,102 5.80 — —

Total 10,261 $ 6.38 — $ —

(1) These common share withholdings and purchases were made to satisfy tax withholding and payment obligations from certain former officers and 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.

5 unchanged sentences

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

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

3.3 Third Amended and Restated Bylaws of the Company, adopted effective June 14, 2024.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 17, 2024.)

3 unchanged sentences

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

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

(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.

17, dated as of September 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 4.50% Senior Notes due 2025, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.)

4.4 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).

24 unchanged sentences

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

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.

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, including form thereof.

(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.

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.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)

4.13 Supplemental Indenture, dated as of October 9, 2020, among the Company, Banner NewCo LLC, SVCN 3 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.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.)

4.14 Supplemental Indenture, dated as of November 13, 2020, among the Company, SVC Jersey City TRS LLC, SVC Morris Plains TRS LLC, SVC Nanuet TRS LLC, SVC NJ TRS LLC, SVC Randolph Street TRS LLC, SVC Redondo Beach 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.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 17, 2020.)

4.15 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’s 7.50% Senior Notes due 2025.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)

4.16 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 7.50% Senior Notes due 2025.

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

4.17 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’s 7.50% Senior Notes due 2025.

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

4.18 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.

(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.)

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

10 unchanged sentences

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

Number Description

4.12 Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S.

2 unchanged sentences

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

Number Description

4.13 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.

5 unchanged sentences

Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027.

(Filed herewith.)

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)

4.15 Eleventh Supplemental Indenture, dated as of June 3, 2024, 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 8.375% Senior Guaranteed Unsecured Notes due 2029, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 3, 2024.)

4.16 Twelfth Supplemental Indenture, dated as of June 3, 2024, 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 8.875% Senior Guaranteed Unsecured Notes due 2032, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 3, 2024.)

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

3 unchanged sentences

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

(Filed herewith.)

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)

4.19 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.)

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.)

10.1 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.

3 unchanged sentences

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.)

(Inc orporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022.) (Schedule s there to filed herewith.) (Schedule of applicable agreements incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)

22.1 List of Subsidiary Guarantors.

15 unchanged sentences

(Filed herewith.)

Number Description

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

8 unchanged sentences

President and Chief Investment Officer

August 6, 2024

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

August 6, 2024

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.