What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 462 added, 433 removed, 1242 unchanged (42% of the section changed)

6 unchanged sentences

Our internal control 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.

All internal control systems, no matter how well designed, have inherent

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

14 unchanged sentences

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.

18 unchanged sentences

Equity compensation plans approved by securityholders — 2012 Plan None.

1,084,131 (1)

Equity compensation plans not approved by securityholders None.

1,084,131 (1)

(1) Consists of common shares available for issuance pursuant to the terms of the 2012 Plan.

19 unchanged sentences

Significant Tenant

TA, which was acquired by BP, a subsidiary of BP p.l.c., or BP Parent, on May 15, 2023, is the lessee of 28.8 % of our real estate properties, at historical cost, as of December 31, 2023.

TA, an indirect subsidiary of BP p.l.c., or BP Parent, is the lessee of 28.7 % of our real estate properties, at historical cost, as of December 31, 2024.

BP Corporation North America Inc.

guarantees payment under each of the leases with TA, subject to a cap.

Financial information about BP may be found on the SEC’s website by entering BP Parent’s name at http://www.sec.gov/edgar/searchedgar/companysearch.html.

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.

7 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).

17 unchanged sentences

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.)

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.)

4.8 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.)

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.

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.

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, including form thereof.

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

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.)

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)

4.10 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S.

14 unchanged sentences

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

4.19 Tenth Supplemental Indenture, dated as of November 20, 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 5.50% Senior Notes due 2027, including form thereof.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)

4.20 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S.

4.14 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.

1 unchanged sentence

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

4.21 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.)

4.22 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 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.)

4.23 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.

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

4.24 Indenture, dated as of November 16, 2023, between the Company and U.S.

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.

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

(Filed herewith.)

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

4.18 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.

(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.

1 unchanged sentence

4.20 Description of Securities.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)

(Filed herewith.)

8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters.

21 unchanged sentences

10.11 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.)

10.12 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.)

10.13 Third Amendment to Third Amended and Restated Credit Agreement, dated as of February 2 5 , 2025, among the Company, Wells Fargo Bank, National Association, as administrative agent, and each of the other institutions party thereto.

(Filed herewith.)

1 unchanged sentence

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

10.13 Release of Certain Guarantors, dated as of October 1, 2020, by U.S.

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

Bank National Association).

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

10.14 Release of Certain Guarantors, dated as of November 13, 2020, among the Company, certain subsidiaries of the Company named therein and U.S.

Bank Trust Company, National Association.

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

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

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

10.16 R elease of Certain Guarantors, dated as of September 28, 2023, by U.S.

Bank Trust Company, National Assoc iation (In corporated by reference to the Company ’ s Quarterly Report on Form 10-Q for th e quarter ended S eptem ber 30, 2023.)

10.16 Transaction Agreement, dated as of February 27, 2020, between Sonesta Holdco Corporation and the Company.

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

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 10, 2022.) (Updated schedules thereto filed herewith.) (Schedule of applicable agreements incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.)

10.19 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 incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.)

(Updated schedules thereto filed herewith.)

10.20 Third Amended and Restated Lease Agreement No.

1 unchanged sentence

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

10.21 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.)

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

8 unchanged sentences

10.25 Third Amended and Restated Lease Agreement No.

3, dated as of May 15, 2023, b etween S VC HYB Lease Pool 3 LLC and TA Operating LLC .

3, dated as of May 15, 2023, between SVC HYB Lease Pool 3 LLC and TA Operating LLC.

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

16 unchanged sentences

(Incorporated by reference to the Company’s Current Report 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.

1 unchanged sentence

22.1 List of Subsidiary Guarantors.

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

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.)

23.1 Consent of Deloitte & Touche LLP.

12 unchanged sentences

(Furnished herewith.)

97.1 Clawback Policy.

(Filed herewith.)

97.1 Service Properties Trust Clawback Policy.

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

99.1 Registration Rights Agreement, dated as of February 27, 2020, among Sonesta Holdco Corporation, the Company and SVC Holdings LLC.

21 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Service Properties Trust

To the Shareholders and the Board of Trustees of Service Properties Trust

Opinion on the Financial Statements

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Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of Service Properties Trust

To the Shareholders and the Board of Trustees of Service Properties Trust

Opinion on Internal Control over Financial Reporting

35 unchanged sentences

Equity method investment 115,818 113,304

Investment in equity securities — 53,055

Due from related persons 3,911 6,376

21 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

T able of Contents

SERVICE PROPERTIES TRUST

19 unchanged sentences

( 383,792 ) ( 336,342 ) ( 341,795 )

Loss on early extinguishment of debt ( 1,524 ) ( 791 ) —

Loss before income tax benefit and equity in (losses) earnings of an investee

( 29,895 ) ( 135,436 ) ( 544,603 )

Income tax benefit

1,498 199 941

Loss on early extinguishment of debt, net ( 16,181 ) ( 1,524 ) ( 791 )

Loss before income tax (expense) benefit and equity in (losses) earnings of an investee ( 261,825 ) ( 29,895 ) ( 135,436 )

Income tax (expense) benefit ( 1,402 ) 1,498 199

Equity in (losses) earnings of an investee ( 12,299 ) ( 4,382 ) 2,856

10 unchanged sentences

(dollars in thousands)

Capital Cumulative

Income Cumulative

Comprehensive

Income (Loss)

Shares Common

Shares Cumulative

Distributions

Number of Shares Common Shares Cumulative Common Distributions Additional Paid in Capital Cumulative

Net Income Cumulative Other Comprehensive Income Total

Balance at December 31, 2021 165,092,333 $ 1,651 $ ( 5,635,342 ) $ 4,552,558 $ 2,635,660 $ 779 $ 1,555,306

8 unchanged sentences

Net loss — — — — ( 32,779 ) — ( 32,779 )

Equity interest in investee’s unrealized gains

Equity interest in investee’s unrealized losses

— — — — — ( 65 ) ( 65 )

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Straight line rental income ( 18,541 ) ( 13,165 ) 7,767

Loss on early extinguishment of debt 1,524 791 —

Loss on early extinguishment of debt, net 16,181 1,524 791

Loss on asset impairment, net 56,212 9,544 10,989

(Gains) losses on equity securities, net ( 48,837 ) 8,104 ( 22,535 )

(Gain) loss on equity securities, net — ( 48,837 ) 8,104

Equity in losses (earnings) of an investee 12,299 4,382 ( 2,856 )

1 unchanged sentence

Deferred income taxes ( 3,169 ) ( 1,291 ) ( 1,091 )

Other non-cash income expense, net ( 1,706 ) ( 2,427 ) ( 2,625 )

Other non-cash income, net ( 1,841 ) ( 1,706 ) ( 2,427 )

Changes in assets and liabilities:

13 unchanged sentences

Investment in Sonesta ( 15,266 ) ( 5,134 ) ( 45,470 )

Distributions in excess of earnings from Affiliates Insurance Company — — 12

Net cash (used in) provided by investing activities ( 222,859 ) ( 29,577 ) 397,253

9 unchanged sentences

Distributions to common shareholders ( 101,150 ) ( 132,430 ) ( 38,044 )

Net cash (used in) provided by financing activities ( 303,562 ) ( 1,542,378 ) 907,368

Increase (decrease) in cash and cash equivalents and restricted cash 152,410 ( 901,998 ) 855,962

Net cash provided by (used in) financing activities 43,024 ( 303,562 ) ( 1,542,378 )

(Decrease) increase in cash and cash equivalents and restricted cash ( 40,444 ) 152,410 ( 901,998 )

Cash and cash equivalents and restricted cash at beginning of year 197,830 45,420 947,418

16 unchanged sentences

Real estate improvements accrued, not paid $ 40,954 $ 47,868 $ 18,704

Non-cash financing activities:

Extinguishment of senior unsecured notes $ ( 2,569 ) $ — $ —

The accompanying notes are an integral part of these consolidated financial statements.

5 unchanged sentences

At December 31, 2024, all 206 of our hotels were managed by subsidiaries of the following companies:

Sonesta Holdco Corporation, or Sonesta, ( 195 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( eight hotels), and InterContinental Hotels Group, plc, or IHG ( one hotel).

At December 31, 2023, we owned 752 service-focused retail net lease properties with 175 tenants, including 176 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant.

Sonesta Holdco Corporation, or Sonesta, ( 181 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( seven hotels), and InterContinental Hotels Group, plc, or IHG ( one hotel).

At December 31, 2024, our 742 service-focused retail net lease properties were leased by 177 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant.

Hereinafter, these companies are sometimes referred to as our managers and/or tenants, or collectively, operators.

3 unchanged sentences

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 the Codification.

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.

25 unchanged sentences

estimated lives, we depreciate or amortize the carrying values of affected assets over the revised remaining lives.

During the years ended December 31, 2023, 2022 and 2021, we recorded $ 9,544 , $ 10,989 and $ 78,620 , respectively, of losses on asset impairment to reduce the carrying value of certain of our properties to their estimated fair values less costs to sell.

During the years ended December 31, 2024, 2023 and 2022, we recorded $ 56,212 , $ 9,544 and $ 10,989 , respectively, of losses on asset impairment, net 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 trademarks and tradenames, acquired above market operating leases where we are the lessor and below market ground leases for which we are the tenant or lessee.

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.

1 unchanged sentence

At December 31, 2024 and 2023, our intangible assets and liabilities were as follows:

Tradenames and trademarks $ — $ 89,375

Above market operating leases, net of accumulated amortization of $ 97,628 and $ 95,275 , respectively

4 unchanged sentences

Below market operating leases, net of accumulated amortization of $ 656 and $ 784 , respectively

Above market ground leases, net of accumulated amortization of $ 293 and $ 296 , respectively

See Note 4 for further information related to the tradenames and trademarks we sold to TA on May 15, 2023.

Above market ground leases, net of accumulated amortization of $ 293 in the 2023 period

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, 2024, 2023 and 2022, amortization relating to intangible assets was $ 22,666 , $ 32,223 and $ 30,775 , respectively, and amortization relating to intangible liabilities was $ 193 , $ 205 and $ 235 , respectively.

As of December 31, 2023, the weighted average amortization period for capitalized above market leases and below market lease values were 9.3 and 6.9 , respectively.

As of December 31, 2024, the weighted average amortization period for capitalized above market leases and below market leases were 9.0 years and 6.9 years, respectively.

As of December 31, 2024, we estimate future amortization relating to intangible assets and liabilities as follows:

Year Above Market Operating Leases Below Market Ground Leases Below Market Operating Leases Above Market Ground Leases & Other, Net

Year Above Market Operating Leases Below Market Ground Leases Other Below Market Operating Leases

2025 $ 18,857 $ 660 $ 78 $ ( 127 )

8 unchanged sentences

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 at certain of our mortgaged net lease properties.

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.

SERVICE PROPERTIES TRUST

6 unchanged sentences

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, 2023 and 2022, debt issuance costs, net of accumulated amortization, were $ 35,016 and $ 25,545 , respectively, for our senior notes, and $ 22,332 and zero , respectively, for our net lease mortgage notes.

As of December 31, 2024 and 2023, debt issuance costs, net of accumulated amortization, were $ 44,083 and $ 35,016 , respectively, for our senior notes, and $ 17,618 and $ 22,332 , respectively, for our net lease mortgage notes.

Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility, our senior notes and our net lease mortgage notes as of December 31, 2024, are as follows:

15 unchanged sentences

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.

3 unchanged sentences

We recognize rental income from operating leases on a straight line basis over the terms of the lease agreements.

We increased rental income by $ 13,165 during the year ended December 31, 2023, and reduced rental income by $ 7,767 and $ 2,621 during the years ended December 31, 2022 and 2021, respectively, to record scheduled rent changes under certain of our leases on a straight line basis.

Due from related persons included $ 7,522 of straight line rent receivables related to our TA leases at December 31, 2022.

TA was no longer a related person as of May 15, 2023.

We increased rental income by $ 18,541 and $ 13,165 during the years ended December 31, 2024 and 2023, respectively, and reduced rental income by $ 7,767 during the year ended December 31, 2022, to record scheduled rent changes under certain of our leases on a straight line basis.

Other assets, net includes $ 81,574 and $ 56,833 of straight line rent receivables at December 31, 2024 and 2023, respectively.

See Notes 4 and 9 for further information regarding our TA leases.

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 $ 6,600 , $ 10,578 and $ 7,085 during the years ended December 31, 2023, 2022 and 2021, respectively.

We own all the escrowed reserves established for the regular refurbishment of our hotels, or FF&E reserves.

We do not report the FF&E reserves for our managed hotels as FF&E reserve income.

SERVICE PROPERTIES TRUST

1 unchanged sentence

(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 recorded percentage rent of $ 2,707 , $ 6,600 and $ 10,578 during the years ended December 31, 2024, 2023 and 2022, respectively.

Per Common Share Amounts.

17 unchanged sentences

New Accounting Pronouncements.

On November 27, 2023, the FASB issued ASU No.

In November 2023, the FASB issued Accounting Standards Update, or ASU, No.

2023-07, Segment Reporting (Topic 280):

2 unchanged sentences

(i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the Chief Operating Decision Maker, or the CODM, and included in each reported measure of segment profit or loss;

(ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting , or ASC 280, in interim periods;

(ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, in interim periods;

and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures.

The amendments in ASU No.

2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact ASU No.

2023-07 will have on our consolidated financial statements and disclosures.

On December 14, 2023, the FASB issued ASU No.

2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

We adopted the new standard effective December 31, 2024.

As a result, we have included additional information related to the required disclosures within Note 12 to our consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

9 unchanged sentences

(dollars in thousands, except per share amounts)

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , 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 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 2024-03 will have on our consolidated financial statements.

Real Estate Properties

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We funded capital improvements to certain of our properties of $ 302,892 , $ 235,530 and $ 115,927 during 2024, 2023 and 2022, respectively.

At December 31, 2023, eight of our hotels were on land we leased partially or entirely from unrelated third parties.

The average remaining term of these ground leases (including renewal options) is approximately 39 years (range of 11 years to 64 years).

Ground rent payable under three of these ground leases is generally calculated as a percentage of hotel revenues.

Seven of the eight ground leases require annual minimum rents averaging $ 337 per year;

At December 31, 2024, eight of our hotels and 13 of our net lease properties 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 hotels and net lease properties is approximately 38 years (range of ten to 63 years) and 18 years (range of four months to 40 years), respectively.

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 $ 337 per year;

future rent under one ground lease has been prepaid.

14 of our net lease properties are also on land we leased partially or entirely from unrelated third parties.

The remaining terms on these leases range from three months to 41 years with rents averaging $ 420 per year.

Generally, payments of ground lease obligations are made by our managers or tenants.

However, if a manager or tenant does not perform obligations under a ground lease or does 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.

Ground rent payable under the ground leases for our net lease properties is generally a fixed amount, averaging $ 505 per year.

Pursuant to the terms of our management agreements and leases, payments of ground lease obligations are generally made by our hotel managers and tenants.

However, if a hotel manager or a tenant 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.

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We accounted for these transactions as acquisitions of assets.

Acquisition Date Location Property Type Rooms or Suites / Square Feet Purchase Price (1)

We did not acquire any properties during the year ended December 31, 2024.

Acquisition Date Location Property Type Rooms or Suites / Square Feet

Purchase Price (1)

Land Buildings and Improvements Furniture, Fixtures and Equipment

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September 12, 2022 Stoughton, MA Land — $ 2,766 $ 2,766 $ — $ —

Properties acquired during the year ended December 31, 2021:

March 9, 2021 Nashville, TN Land — $ 7,709 $ 7,709 $ — $ —

(1) Includes acquisition related costs of $ 466 and $ 51 for the years ended December 31, 2023 and 2022, respectively.

During the years ended December 31, 2023, 2022 and 2021, we sold 31 , 86 and 18 properties, respectively, for an aggregate sales price of $ 170,325 , $ 559,848 and $ 52,332 , respectively, excluding closing costs.

The sales of these properties as presented in the table below do not represent significant dispositions, individually or in the aggregate, nor do they 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).

In February 2025, we entered into an agreement to acquire one net lease property with 5,120 square feet for a purchase price of $ 5,297 , excluding closing costs.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

Property Type Number of Properties Rooms or Suites / Square Feet Gross Sales Price Gain / (Loss) on Sale of Real Estate, net

During the years ended December 31, 2024, 2023 and 2022, we sold 25 , 31 and 86 properties, respectively, for an aggregate sales price of $ 105,862 , $ 170,325 and $ 559,848 , respectively, excluding closing costs.

The sales of these properties as presented in the table below do not represent significant dispositions, individually or in the aggregate, nor do they 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 of Properties Rooms or Suites / Square Feet Gross Sales Price (1)

(Loss) / Gain on Sale of Real Estate, net (2)

Loss on Impairment of Real Estate, net (3)

Properties sold during the year ended December 31, 2024:

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$ 559,848 $ 47,818 $ 4,453

As of December 31, 2023, we had one hotel with 84 rooms and a carrying value of $ 4,060 , and nine net lease properties with 128,159 square feet and an aggregate carrying value of $ 6,386 classified as held for sale.

(1) Gross sales price is the gross contract price, excluding closing costs.

(2) The 2024 period includes a gain of $ 1,100 related to an eminent domain land taking at one of our hotels.

(3) We also recorded impairment of $ 22,542 , $ 3,206 and $ 6,536 during the years ended December 31, 2024, 2023 and 2022, respectively, related to certain properties we owned during the periods presented.

As of December 31, 2024, we had eight hotels with an aggregate of 1,006 rooms and an aggregate carrying value of $ 38,537 , and nine net lease properties with an aggregate of 183,292 square feet and an aggregate carrying value of $ 3,278 classified as held for sale.

See Note 13 for further information on these properties.

From January 1, 2024 through February 22, 2024, we sold one net lease property with 4,100 square feet for a sale price of $ 257 , excluding closing costs.

We have also entered into agreements to sell one hotel with 84 keys for a sales price of $ 3,315 and four net lease properties with an aggregate of 55,276 square feet for an aggregate sales price of $ 3,121 .

From January 1, 2025 through February 24, 2025, we sold one hotel with 149 keys for a sales price of $ 4,000 , excluding closing costs, and two net lease properties with an aggregate of 49,081 square feet for an aggregate sales price of $ 1,300 , excluding closing costs.

We have also entered into agreements to sell five hotels with an aggregate of 623 keys for an aggregate sales price of $ 28,500 , excluding closing costs, and two net lease properties with an aggregate of 155,559 square feet for an aggregate sales price of $ 5,800 , excluding closing costs.

These pending sales are subject to conditions;

accordingly, we cannot be sure that we will complete these sales, that these sales will not be delayed or that the terms will not change.

We believe it is more likely than not that the sales of these properties will be completed by year end 2024.

We continue to market five net lease properties with an aggregate of 98,422 square feet for sale.

We continue to market two hotels with an aggregate of 234 keys and six net lease properties with an aggregate of 80,249 square feet for sale.

We believe it is probable that the sales of these properties will be completed within one year.

Management Agreements and Leases

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As of December 31, 2024, all 206 of our hotels were managed by subsidiaries of the following companies:

Sonesta ( 195 hotels), Hyatt ( 17 hotels), Radisson ( eight hotels) and IHG ( one hotel).

As of December 31, 2023, we owned 752 service-focused retail net lease properties with 175 tenants, including 176 travel centers leased to TA, our largest tenant.

Hereinafter, these companies are sometimes referred to as our managers and/or tenants, or collectively, operators.

Sonesta ( 181 hotels), Hyatt ( 17 hotels), Radisson ( seven hotels) and IHG ( one hotel).

As of December 31, 2024, our 742 service-focused retail net lease properties were leased by 177 tenants, including 175 travel centers leased to TA, our largest tenant.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Hotel Agreements

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We acquired one hotel in June 2023, and we and Sonesta added this hotel to our Sonesta agreement.

We sold two Sonesta branded hotels and 65 Sonesta branded hotels during the years ended December 31, 2023 and 2022, respectively.

We sold 14 and two Sonesta branded hotels during the years ended December 31, 2024 and 2023, respectively.

See Note 3 for further information regarding our acquisition and disposition activities.

3 unchanged sentences

We realized returns under our Sonesta agreement of $ 189,386 , $ 226,181 and $ 196,721 during the years ended December 31, 2024, 2023 and 2022, respectively.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Our Sonesta agreement requires us to fund capital expenditures that we approve at the hotels.

We incurred capital expenditures for hotels included in our Sonesta agreement in an aggregate amount of $ 172,028 and $ 94,479 during the years ended December 31, 2023 and 2022, respectively, which resulted in increases in our contractual annual owner’s priority returns of $ 10,321 and $ 5,416 , respectively.

Our Sonesta agreement requires us to fund capital expenditures made at our hotels.

We made capital expenditures for hotels included in our Sonesta agreement in an aggregate amount of $ 258,337 and $ 172,028 during the years ended December 31, 2024 and 2023, respectively, which resulted in increases in our contractual annual owner’s priority returns of $ 15,488 and $ 10,321 , respectively.

Our annual priority return under our Sonesta agreement as of December 31, 2024 was $ 356,172 .

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As of December 31, 2024 and 2023, we had advanced $ 46,466 and $ 48,490 , 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 in our consolidated balance sheets.

These amounts are included in other assets, net in our consolidated balance sheets.

Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreement.

In general, we and Sonesta may terminate the management agreement for events of default, casualty and condemnation events, although Sonesta may not terminate for certain events of default.

We also have the right to terminate the management agreement if minimum performance thresholds are not met for any three of four applicable consecutive years starting in 2024.

We also have the right to terminate the management agreement if minimum performance thresholds are not met for any three of four applicable consecutive years beginning with the 2023 calendar year.

Pursuant to our Sonesta agreement, we or Sonesta may be obligated to pay the other party damages if the terminating party terminates a management agreement due to the other party’s event of default.

See Notes 5 and 9 for further information regarding our relationship, agreements and transactions with Sonesta.

See Notes 5 and 9 for further information regarding our relationships, agreements and transactions with Sonesta.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Hyatt Agreement.

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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 will become effective upon substantial completion of planned renovations of the hotels, which we currently expect to occur in 2024.

We realized returns under our Hyatt agreement of $ 5,860 , $ 9,371 and $ 12,281 during the years ended December 31, 2024, 2023 and 2022, respectively.

During the year ended December 31, 2021, we expensed $ 3,700 of working capital we previously funded under our Hyatt agreement because the amount was no longer expected to be recoverable.

This amount is included in transaction related costs in our consolidated statements of comprehensive income (loss).

In February 2024, we funded $ 2,300 of additional working capital to Hyatt.

1 unchanged sentence

During the years ended December 31, 2024 and 2023, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $ 31,665 and $ 46,679 , respectively, which resulted in an aggregate increase in our contractual annual owner’s priority returns of $ 1,900 and $ 2,801 , respectively.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Radisson Agreement .

As of December 31, 2023, Radisson managed eight 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 $ 10,866 .

Radisson has provided us with a $ 22,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us that became effective on January 1, 2023, subject to adjustment for planned renovations of certain hotels, which we currently expect to be completed by the end of the second quarter of 2024.

As of December 31, 2024, 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 $ 10,913 .

We realized returns under our Radisson agreement of $ 6,518 , $ 6,266 and $ 6,387 for the years ended December 31, 2024, 2023 and 2022, respectively.

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.

During the year ended December 31, 2023, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for the period, and Radisson made $ 650 of guaranty payments to cover the shortfall.

The available balance of the guaranty was $ 21,350 as of December 31, 2024.

Radisson had previously provided us with a guaranty, which was limited to $ 47,253 .

During the year ended December 31, 2021, the hotels under this agreement generated cash flows that were less than the minimum returns due to us and Radisson made $ 13,238 of guaranty payments to cover the shortfall and the previous Radisson guaranty was exhausted.

During the years ended December 31, 2024 and 2023, we incurred capital expenditures of $ 778 and $ 7,660 , respectively, for the hotels included in our Radisson agreement, which resulted in an aggregate increase in our contractual owner’s priority returns of $ 47 and $ 460 , respectively.

1 unchanged sentence

As of December 31, 2023, we sold all 16 hotels previously managed by Marriott International, Inc., or Marriott.

We realized a net operating loss under our management agreement with Marriott of $ 2,762 during the year ended December 31, 2023 and returns of $ 8,942 and $ 2,830 during the years ended December 31, 2022 and 2021, respectively.

We realized a net operating loss under our management agreement with Marriott of $ 2,762 during the year ended December 31, 2023 and a return of $ 8,942 during the year ended December 31, 2022.

We did not incur capital expenditures for any of the hotels included in our management agreement with Marriott during either of the years ended December 31, 2023 or 2022.

3 unchanged sentences

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, 2021, we expensed $ 16,711 of working capital we previously funded under our IHG agreement because the amount was no longer, at that time, expected to be recoverable.

During the year ended December 31, 2023, we recovered $ 5,797 of the working capital that was previously expensed.

Both amounts are included in transaction related costs in our consolidated statements of comprehensive income (loss).

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, 2024 and 2023, we incurred capital expenditures for our hotel in our IHG agreement of $ 1,124 and $ 542 , respectively.

3 unchanged sentences

As of December 31, 2024, TA is our largest tenant, representing 28.7 % of our total historical real estate investments.

Pursuant to the A&R Leases, as defined and described below, we lease to TA a total of 176 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 $ 254,000 as of December 31, 2023.

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 $ 259,080 as of December 31, 2024.

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.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

As of December 31, 2024, 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 (1)

Annualized Minimum Rent

Annual Minimum Rent (2)

1 Lease 34 May 14, 2033 $ 53,004

4 unchanged sentences

175 $ 259,080

(1) TA has five renewal options of 10 years each under each of our TA leases.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

(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.

2 unchanged sentences

However, 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 $ 3,037,475 as of December 31, 2024.

We recognized rental income from our TA leases of $ 271,334 , $ 266,263 and $ 259,093 for the years ended December 31, 2024, 2023 and 2022, respectively.

Rental income was increased by $ 7,932 for the year ended December 31, 2023 and decreased by $ 13,143 and $ 13,237 for the years ended December 31, 2022 and 2021, respectively, to record the scheduled rent changes on a straight line basis.

Rental income increased by $ 14,272 and $ 7,932 for the years ended December 31, 2024 and 2023, respectively, and decreased by $ 13,143 for the year ended December 31, 2022, 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, 2023 and 2022, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 19,816 and $ 30,764 , respectively, included in other assets, net and due from related persons, respectively, in our consolidated balance sheets.

As of December 31, 2024 and 2023, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 40,097 and $ 19,816 , 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.

1 unchanged sentence

We recognized percentage rent of $ 3,507 and $ 10,578 during the years ended December 31, 2023 and 2022, respectively, under our TA leases.

We did not fund any improvements under these leases during either of the years ended December 31, 2023 or 2022.

On May 15, 2023, BP Products North America Inc.

acquired TA pursuant to a merger, or the TA Merger, for $ 86.00 per common share in cash.

At the effective time of the TA Merger, we entered into amended and restated lease agreements, or the A&R Leases, for 176 of our travel center properties.

Under the A&R Leases, the aggregate annual minimum rent due to our applicable subsidiaries is $ 254,000 , with annual 2 % increases throughout the initial term of 10 years and any of the five 10 -year extension options that may be exercised, and there is no percentage rent requirement.

TA prepaid $ 188,000 of rent under the A&R Leases at the effective time of the TA Merger and TA will receive monthly rent credits totaling $ 25,000 per year over the 10-year initial term of the A&R Leases.

In addition, we received $ 89,400 for certain tradenames and trademarks associated with TA’s business that we sold to TA in connection with the TA Merger, which amount equaled our net book value for those tradenames and trademarks.

TA is required to maintain the leased travel centers, including structural and non-structural components.

In addition, TA has a right of first offer with respect to certain potential sales of travel center properties included in the A&R Leases.

Pursuant to the amended and restated guaranty amendments entered into at the effective time of the TA Merger, or the A&R Guarantees, BP Corporation North America Inc.

guaranteed payment under each of the A&R Leases.

BP Corporation North America Inc.’s obligations under the A&R Guarantees are limited by an aggregate cap which was approximately $ 3,037,475 as of December 31, 2023.

Following the TA Merger, TA ceased being a related party.

On February 2, 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 is unchanged as a result of TA’s acquisition of this leasehold interest.

For more information regarding our relationship with TA, including the TA Merger and related transactions, see Notes 5 and 9.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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 the collectability of substantially all of the lease payments is probable.

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 $ 128,889 , $ 129,566 and $ 135,522 for the years ended December 31, 2024, 2023 and 2022, respectively, which included $ 4,269 , $ 5,233 and $ 5,367 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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.

3 unchanged sentences

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 $ 4,927 during the year ended December 31, 2023 and reduced our reserves for uncollectable amounts and increased rental income by $ 320 and $ 9 during the years ended December 31, 2022 and 2021, respectively, based on our assessment of the collectability of rents.

We had reserves for uncollectable rents of $ 3,436 and $ 7,697 as of December 31, 2023 and 2022, respectively, included in other assets in our consolidated balance sheets.

We recorded reserves for uncollectable amounts and reduced rental income by $ 2,158 and $ 4,927 during the years ended December 31, 2024 and 2023, respectively, and reduced our reserves for uncollectable amounts and increased rental income by $ 320 during the year ended December 31, 2022, based on our assessment of the collectability of rents.

We had reserves for uncollectable rents of $ 5,058 and $ 3,436 as of December 31, 2024 and 2023, respectively, included in other assets, net in our consolidated balance sheets.

Additional lease information (as lessor).

8 unchanged sentences

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.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

At December 31, 2024 and 2023, our right of use assets and related lease liabilities each totaled $ 150,846 and $ 157,127 , 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.

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Present value of lease liabilities (1)

(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 20 years (range of three months to 64 years) and 6.7 % and 33 years (range of four months to 50 years), respectively.

(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 three months to 63 years) and 5.7 % and 34 years (range of three months to 49 years), respectively.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Generally, payments of ground lease obligations are made by our managers or tenants.

9 unchanged sentences

We recognized (losses) earnings of $( 12,299 ), $( 4,382 ) and $ 2,856 related to our investment in Sonesta for the years ended December 31, 2024, 2023 and 2022, respectively.

These amounts are included in equity in (losses) earnings of an investee in our consolidated statements of comprehensive income (loss).

These amounts, which include amortization of the basis difference, are included in equity in (losses) earnings 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 January 31, 2037 , as a reduction to hotel operating expenses in our consolidated statements of comprehensive income (loss).

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 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, 2024, 2023 and 2022, for amortization of this liability.

As of December 31, 2024 and 2023, the unamortized balance of this liability was $ 29,995 and $ 32,479 , respectively.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

In 2021, we funded a $ 25,443 capital contribution to Sonesta related to its acquisition of Red Lion Hotels Corporation to maintain our pro rata ownership.

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.

In 2022, we funded an aggregate of $ 45,470 of capital contributions to Sonesta related to Sonesta’s acquisition of a portfolio of four hotels located in New York, New York.

In 2023, we funded a $ 5,134 capital contribution to Sonesta to support their growth initiatives, including their franchising efforts.

We continue to maintain our 34 % ownership in Sonesta after giving effect to these fundings.

We continue to maintain our 34 % ownership in Sonesta after giving effect to these contributions.

Summarized financial information for Sonesta as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023 and 2022 is as follows:

5 unchanged sentences

Year Ended December 31,

2023 2022 2021

Total revenues $ 815,457 $ 765,011 $ 681,434

Operating income (loss) $ 5,013 $ 21,929 $ ( 1,526 )

Operating (loss) income $ ( 12,216 ) $ 5,013 $ 21,929

Net (loss) income $ ( 36,158 ) $ ( 10,823 ) $ 10,056

Net (loss) income attributable to shareholders $ ( 35,452 ) $ ( 11,404 ) $ 9,184

See Notes 4 and 9 for further information regarding our relationship, agreements and transactions with Sonesta.

See Notes 4 and 9 for further information regarding our relationships, agreements and transactions with Sonesta.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Investment in Equity Securities

As discussed in Note 4, the TA Merger occurred on May 15, 2023.

We received $ 86.00 in cash for each share of TA common stock that we owned, or a total of $ 101,892 , as a result of the TA Merger.

As of May 15, 2023 and December 31, 2022, we owned 1,184,797 shares of TA common stock, representing approximately 7.8 % of TA’s outstanding shares of common stock, and reported them at fair value based on quoted market prices (Level 1 inputs as defined in the fair value hierarchy under GAAP).

Our TA shares had a carrying value of $ 101,893 and $ 53,055 as of May 15, 2023 and December 31, 2022, respectively.

Our historical cost basis for these shares was $ 24,418 as of both May 15, 2023 and December 31, 2022.

We recorded gains and losses of $ 48,837 , ($ 8,104 ) and $ 22,535 for the years ended December 31, 2023, 2022 and 2021, respectively, to adjust the carrying value of our investment in shares of TA common stock to its fair value.

See Notes 4 and 9 for further information regarding our relationship, agreements and transactions with TA.

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 and a loss of $ 8,104 during the years ended December 31, 2023 and 2022, respectively, 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.

Our principal debt obligations at December 31, 2024 were:

(1) $ 150,000 of outstanding borrowings under our $ 650,000 revolving credit facility;

(2) $ 4,075,000 aggregate outstanding principal amount of senior unsecured notes;

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and (4) $ 606,611 aggregate outstanding principal amount of net lease mortgage notes.

We had no amounts outstanding under our revolving credit facility as of December 31, 2023.

On June 29, 2023, we entered into an amended and restated credit agreement, or our credit agreement, governing our $ 650,000 secured revolving credit facility.

This new facility replaced our prior $ 800,000 secured revolving credit facility, which had a maturity date of July 15, 2023, and is available for general business purposes, including acquisitions.

We can borrow, repay and reborrow funds available under the new facility until maturity and no principal repayments are due until maturity.

The maturity date of the new 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 new facility by two additional six-month periods.

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 further extend the stated maturity date of the facility by two additional six-month periods.

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 2.50 % as of December 31, 2024.

As collateral for all loans and other obligations under the 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 69 properties, including 66 hotels and three net lease properties, with an aggregate undepreciated carrying value of $ 1,717,254 as of December 31, 2024.

During the year ended December 31, 2024, we sold three hotels that served as collateral under our revolving credit facility.

In connection with the sales of these hotels, the hotels were released from the collateral pool in accordance with the terms of our revolving credit facility.

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, 2024 and 2023, the annual interest rate payable on borrowings under our revolving credit facility was 6.99 % and 7.88 %, respectively.

The weighted average interest rate for borrowings under our revolving credit facility was 7.43 % for the year ended December 31, 2024.

We had no borrowings outstanding under our revolving credit facility during the year ended December 31, 2023.

As of December 31, 2024 and February 24, 2025, we had $ 150,000 and $ 50,000 , respectively, outstanding under our revolving credit facility and $ 500,000 and $ 600,000 , respectively, available for borrowing.

Availability under our revolving credit facility is partially based on the performance of the properties serving as collateral under the facility.

Based on expectations of performance of certain of the collateral properties, we and our lenders amended the credit facility in October 2024 to temporarily reduce the required collateral property debt yield from 12 % to 8.5 % from September 30, 2024 through December 31, 2024, and increase the required collateral property debt yield to 9.5 % for the quarter ending March 31, 2025;

10 % for the quarter ending June 30, 2025;

11 % for the quarter ending September 30, 2025;

and 12 % for the quarter ending December 31, 2025 and thereafter.

Subject to meeting these revised collateral property debt yield levels and meeting other conditions, we will continue to have full access to undrawn amounts under our revolving credit facility.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

Interest payable on drawings under the new facility is based on the secured overnight financing rate plus a margin ranging from 1.50 % to 3.00 % based on our leverage ratio, as defined in our credit agreement, which was 2.50 % as of December 31, 2023.

As collateral for all loans and other obligations under the new 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 69 properties, including 66 hotels and three net lease properties, with an undepreciated carrying value of $ 1,594,253 as of December 31, 2023.

In addition, in order to maintain compliance with the minimum collateral property availability covenant as defined in the credit agreement, in February 2024, we added three hotels with an undepreciated carrying value of $ 114,635 as of December 31, 2023, as collateral under the agreement.

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, 2023 and 2022, the annual interest rate payable on borrowings under the new or prior revolving credit facility was 7.88 % and 6.79 %, respectively.

We had no borrowings outstanding under either the new or prior revolving credit facility during the year ended December 31, 2023.

The weighted average annual interest rate for borrowings under the prior revolving credit facility was 3.85 % and 2.85 % for the years ended December 31, 2022 and 2021, respectively.

As a result of the amendment, we recorded a loss on early extinguishment of debt of $ 238 during the year ended December 31, 2023, which represented the write-off of certain unamortized issuance costs.

In February 2025, we and our lenders further amended our revolving credit facility to reduce the required debt service coverage ratio covenant from 1.50 times to 1.30 times 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 would be required to maintain 1.50 times debt service coverage 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:

49 hotels with an aggregate of 8,197 keys and an aggregate undepreciated carrying value of $ 1,402,307 will be released from the collateral pool and 35 travel centers leased to TA, which travel centers we refer to as our TA No.

5 lease, with an aggregate undepreciated carrying value of $ 601,684 , will be added as collateral to our revolving credit facility.

Of the hotels being released from the collateral pool, 38 hotels with an aggregate of 5,078 keys and an aggregate undepreciated carrying value of $ 689,592 are part of our hotel disposition plan.

The corresponding equity pledges will be swapped as well.

We expect to complete this collateral swap by the end of the second quarter of 2025.

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 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, 2024.

Senior Secured Notes Issuance

On November 16, 2023, we issued $ 1,000,000 principal amount of 8.625 % senior secured notes due 2031.

The aggregate net proceeds from this offering were $ 967,525 , after initial purchaser discounts and other offering 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 portion of our properties leased to TA and the immediate parent entity of the TA Landlord Subsidiaries, or the Pledgor, and (ii) all of our subsidiaries that guarantee our existing senior unsecured notes.

The subsidiary guarantee provided by the Pledgor is secured by first-priority liens on the equity interests of the TA Landlord Subsidiaries.

The Pledgor and the TA Landlord Subsidiaries have agreed not to guarantee any of our or our subsidiaries other indebtedness.

These notes are secured by first-priority liens on the equity interests of subsidiaries that own and lease 70 of our travel center properties with an undepreciated carrying value of $ 785,876 as of December 31, 2023.

Senior Unsecured Notes Redemptions

On March 8, 2023, we redeemed at par all of our outstanding 4.50 % senior notes due in 2023 for a redemption price equal to the principal amount of $ 500,000 , plus accrued and unpaid interest.

As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 44 during the year ended December 31, 2023, which represented the unamortized discounts and issuance costs related to these notes.

On December 9, 2023, we redeemed at par all of our outstanding 4.65 % and 4.35 % senior unsecured notes due in 2024 for redemption prices equal to the principal amounts of $ 350,000 and $ 825,000 , respectively, plus accrued and unpaid interest.

As a result of these redemptions, we recorded an aggregate loss on early extinguishment of debt of $ 1,242 during the year ended December 31, 2023, which represented the unamortized discounts and issuance costs related to these notes.

All of our senior notes are prepayable at any time prior to their maturity date at par plus accrued interest plus a premium equal to a make whole amount, as defined, generally designed to preserve a stated yield to the noteholder.

Interest on all of our senior notes is payable semi-annually in arrears.

None of our unsecured debt obligations require sinking fund payments prior to their maturity dates.

Senior Guaranteed Unsecured Notes Issuance

In June 2024, we issued $ 700,000 aggregate principal amount of 8.375 % senior guaranteed unsecured notes due 2029 and $ 500,000 aggregate principal amount of 8.875 % senior guaranteed unsecured notes due 2032 in underwritten public offerings.

The aggregate net proceeds from these notes were $ 1,162,077 , after underwriting discounts and other offering expenses.

These 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 our foreign subsidiaries and certain other excluded subsidiaries.

Such other excluded subsidiaries include, but are not limited to, subsidiaries whose equity has been pledged to secure borrowings under our credit agreement and our 8.625 % senior secured notes due 2031, and subsidiaries whose assets secure our net lease mortgage notes.

Repayment of 2025 Maturities

In June 2024, we redeemed all of our outstanding 7.50 % senior unsecured notes due 2025 for a redemption price equal to the principal amount of $ 800,000 , plus accrued and unpaid interest and a premium equal to a make whole amount.

As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 17,681 during the year ended December 31, 2024, which represented the make whole premium and the write-off of unamortized discounts and issuance costs related to these notes.

In June 2024, we repurchased $ 272,803 principal amount of our $ 350,000 4.50 % senior unsecured notes due 2025 at a total cost of $ 270,396 , excluding accrued interest, pursuant to a cash tender offer.

Also in June 2024, we effected the satisfaction and discharge of the remaining $ 77,197 principal amount of our $ 350,000 4.50 % senior unsecured notes due 2025 that were not purchased as part of the tender offer in accordance with their terms.

As a result of these transactions, we recorded a gain on early extinguishment of debt of $ 1,500 during the year ended December 31, 2024, which represented the discount to par paid to repurchase the notes, net of the write-off of unamortized discounts and issuance costs related to these notes .

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 Issuer.

The Issuer is a separate legal entity and is the sole owner of its assets and liabilities.

The assets of the Issuer are not available to pay or otherwise satisfy obligations to the creditors of any owners or affiliates of the Issuer.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

Net Lease Mortgage Notes Issuance

On February 10, 2023, our wholly owned, special purpose bankruptcy remote, indirect subsidiary, SVC ABS LLC, or the Issuer, issued $ 610,200 in aggregate principal amount of net lease mortgage notes.

Net proceeds from this issuance were $ 550,564 after initial purchaser discounts and offering costs.

The Issuer is a separate legal entity and is the sole owner of its assets and liabilities.

The assets of the Issuer are not available to pay or otherwise satisfy obligations to the creditors of any owners or affiliates of the Issuer.

The Class A notes and the Class B notes noted in the table below require monthly principal repayments at an annualized rate of 0.50 % and 0.25 % of the balance outstanding, respectively, and the Class C notes noted in the table below 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 are secured by 308 net lease retail properties owned by the Issuer.

The current leases relating to those properties require annual minimum rents of $ 63,283 and the properties had an undepreciated carrying value of $ 755,116 as of December 31, 2023.

Our net lease mortgage notes are summarized below:

Note Class Principal Outstanding as of December 31, 2023

Coupon Rate Term (in years) Maturity

Note Class Principal Outstanding

as of December 31, 2024

Coupon Rate Initial Term

(in years) Maturity

Class A $ 302,204 5.15 % 5 February 2028

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Total / weighted average $ 606,611 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 are secured by 315 net lease retail properties owned by the Issuer.

As of December 31, 2024, the current leases relating to those properties required annual minimum rents of $ 66,632 and had an aggregate undepreciated carrying value of $ 760,033 .

On January 27, 2025, the Issuer issued a variable funding note, or VFN, secured by the 315 net lease properties that also secure our existing $ 606,611 of net lease mortgage notes.

The VFN permits borrowings on a revolving basis up to $ 45,000 and the 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 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.

We borrowed $ 45,000 for general business purposes under the VFN upon closing.

The required principal payments due during the next five years and thereafter under all our outstanding debt at December 31, 2024 were as follows:

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2028 1,000,737

2029 1,125,000

Thereafter 1,900,000

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Shareholders’ Equity

We have common shares available for issuance under the terms of our Amended and Restated 2012 Equity Compensation Plan, or our Share Award Plan.

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, 2024, 2023 and 2022, we awarded shares to our Trustees, officers and other employees of RMR as follows:

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2022 433,500 $ 6.63 $ 2,874

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.

3 unchanged sentences

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).

See Note 9 for a further discussion of the awards we made to our officers and certain other employees of RMR.

A summary of shares awarded, vested, forfeited and unvested under the terms of the Share Award Plan for the years ended December 31, 2023, 2022 and 2021 is as follows:

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

A summary of shares awarded, vested, forfeited and unvested under the terms of the 2012 Plan for the years ended December 31, 2024, 2023 and 2022 is as follows:

2024 2023 2022

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The weighted average period over which the compensation expense will be recorded is approximately 24 months.

During the years ended December 31, 2023, 2022 and 2021, we recorded $ 3,417 , $ 2,775 and $ 2,964 , respectively, of compensation expense related to the Share Award Plan.

At December 31, 2023, 1,084,131 of our common shares remain reserved for issuance under our Share Award Plan.

During the years ended December 31, 2024, 2023 and 2022, we recorded $ 3,620 , $ 3,417 and $ 2,775 , respectively, of compensation expense related to the 2012 Plan.

At December 31, 2024, 217,189 of our common shares remain reserved for issuance under the 2012 Plan.

Share Purchases

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(1) Qualified Dividends are a subset of, and included in, the Ordinary Income amount.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

On January 11, 2024, we declared a regular quarterly distribution of $ 0.20 per common share, or $ 33,154 .

This distribution was paid on February 15, 2024 to shareholders of record on January 22, 2024.

On January 16, 2025, we declared a regular quarterly distribution to common shareholders of record on January 27, 2025 of $ 0.01 per share, or $ 1,666 .

We paid this distribution on February 20, 2025.

Cumulative Other Comprehensive Income (Loss)

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See Notes 4, 5 and 9 for further information regarding this investment.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Business and Property Management Agreements with RMR

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(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.

Effective as of the completion of the TA Merger, we and RMR agreed to include the properties we lease to TA in our property management agreement.

See Note 9 for further information regarding our relationship, agreements and transactions with RMR.

See Note 9 for further information regarding our relationships, agreements and transactions with RMR.

Management Agreements with RMR.

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The MSCI U.S.

REIT/Hotel & Resort REIT Index is the benchmark index for periods on and after August 1, 2021, and the SNL U.S.

REIT Hotel Index is the benchmark index for periods prior to August 1, 2021.

REIT/Hotel & Resort REIT Index is the applicable benchmark index.

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.

SERVICE PROPERTIES TRUST

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(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 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.

◦ No incentive management fee is payable by us unless our total return per share during the measurement period is positive.

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◦ 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 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

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.

Pursuant to our business management agreement with RMR, we recognized net business management fees of $ 33,352 , $ 35,495 and $ 42,137 for the years ended December 31, 2023, 2022 and 2021, respectively.

The net business management fees we recognized are included in general and administrative expense in our consolidated statements of comprehensive income (loss) for these periods.

The net business management fees we recognized reflect a reduction of $ 3,585 , $ 3,585 and $ 3,584 for the years ended December 31, 2023, 2022 and 2021, respectively, for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

Business management fees are included in 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, 2024, 2023 or 2022.

• 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.

Effective as of the completion of the TA Merger, we and RMR agreed to 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 begin in 2024 and 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.

On June 22, 2021, we and RMR amended our property management agreement to, among other things, provide for RMR’s oversight of 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 will receive 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.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Pursuant to our property management agreement with RMR, we recognized aggregate property management and construction supervision fees of $ 8,368 , $ 6,128 and $ 4,489 for the years ended December 31, 2023, 2022 and 2021, respectively.

These amounts are included in net lease operating expenses or have been capitalized as appropriate in our consolidated financial statements.

For the years ended December 31, 2023, 2022 and 2021, $ 3,702 , $ 3,998 and $ 3,674 , respectively, of property management fees were recognized as net lease operating expenses in our consolidated statements of comprehensive income (loss) and $ 4,666 , $ 2,130 and $ 815 , respectively, were capitalized as building improvements in our consolidated balance sheets and are being depreciated over the estimated useful lives of the related capital assets.

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 other 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.

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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.

We reimbursed RMR $ 4,648 , $ 3,258 and $ 2,971 for these expenses and costs for the years ended December 31, 2023, 2022 and 2021, respectively.

We included these amounts in net lease operating expenses and general and administrative expense, as applicable, for these periods.

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).

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Our management agreements with RMR have terms that end on December 31, 2044, 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.

5 unchanged sentences

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 10 year term was remaining prior to the termination.

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.

5 unchanged sentences

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.

SERVICE PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

For the years ended December 31, 2024, 2023 and 2022, the business management fees, property management fees and construction supervision fees recognized in our consolidated financial statements were as follows:

Year Ended December 31,

2024 2023 2022

Pursuant to business management agreement:

Net business management fees (1)

$ 29,653 $ 33,352 $ 35,495

Pursuant to property management agreement:

Property management fees $ 6,012 $ 3,702 $ 3,998

Construction supervision fees 5,958 4,666 2,130

$ 11,970 $ 8,368 $ 6,128

Expense reimbursement:

Property level expenses $ 4,445 $ 4,648 $ 3,258

(1) The net business management fees we recognized for each of the years ended December 31, 2024, 2023 and 2022 reflect a reduction of $ 3,585 for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

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.

As of the effective time of the TA Merger on May 15, 2023, TA is no longer a related person to us.

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., and is chair of the board of directors and a managing director and the president and chief executive officer of RMR Inc.

The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., and is chair of the board of directors and a managing director and the president and chief executive officer of RMR Inc.

and an officer and employee of RMR.

Murray, our other Managing Trustee and our former President and Chief Executive Officer, also serves as an officer and employee of RMR and as president and chief executive officer of Sonesta.

John Murray, our other Managing Trustee and our former President and Chief Executive Officer, also serves as an officer and employee of RMR and as president and chief executive officer of Sonesta.

In addition, each of our other officers serves as an officer of RMR.

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One of Sonesta’s other directors and president and chief executive officer is our other Managing Trustee and former President and Chief Executive Officer, and Sonesta’s other director serves 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.

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, 2023, we owned 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 195 of our hotels.

See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with Sonesta.

Certain other

SERVICE PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

officers and employees of Sonesta are former officers and employees of RMR.

RMR also provides certain services to Sonesta.

As of December 31, 2024, we owned 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 181 of our hotels.

See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with Sonesta.

Our provision (benefit) for income taxes consists of the following:

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Foreign tax rate change 0.0 % 11.0 % 0.0 %

11.0 % 0.0 % 0.0 %

Effective tax rate ( 0.5 ) % 4.4 % 0.1 %

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Puerto Rico deferred tax gain ( 8,073 ) ( 8,162 )

Other ( 442 ) —

Net deferred tax liabilities $ ( 16,269 ) $ ( 16,132 )

Net deferred tax liabilities are included in accounts payable and other liabilities in our consolidated balance sheets.

SERVICE PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

Net deferred tax liabilities are included in accounts payable and other liabilities in our consolidated balance sheets.

At December 31, 2024 and 2023, our consolidated TRS had a net deferred tax asset, prior to any valuation allowance, of $ 141,642 and $ 114,145 , 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 of these assets, we have provided a 100 % valuation allowance as of December 31, 2023 and 2022.

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, 2024 and 2023.

As of December 31, 2024 and 2023, our consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 556,778 and $ 442,560 , respectively, which partially expire starting in 2027.

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At December 31, 2024, our 948 properties were located in 46 states in the United States, plus the District of Columbia, Ontario, Canada and Puerto Rico.

Between 6 % and 13 % of our properties, by investment, were located in each of California, Texas, Illinois, Florida and Georgia.

Between 5 % and 13 % 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 Puerto Rico represent 3.1 % of our hotels, by investment, in the aggregate at December 31, 2024.

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Segment Information

We aggregate our hotels and net lease portfolio into two reportable segments, hotel investments and net lease investments, based on their similar operating and economic characteristics.

Our operating segments are based on our internal reporting structure and property type and are aligned with how our CODM reviews the operating results to allocate resources and assess segment performance.

The CODM is our President and Chief Investment Officer.

Our two reportable segments are hotel investments and net lease investments.

Our hotel investments segment consists of hotels managed by subsidiaries of Sonesta, Hyatt, Radisson and IHG.

Our net lease investments segment consists of service-focused retail net lease properties, including travel centers leased to TA, our largest tenant.

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, 2024

Hotels Net Lease Corporate Consolidated

Hotels Net Lease Total

Hotel operating revenues $ 1,496,705 $ — $ 1,496,705

1 unchanged sentence

Total revenues 1,496,705 400,223 1,896,928

Hotel operating expenses 1,223,906 — — 1,223,906

Net lease operating expenses

Labor and benefits (1)

557,126 3,865 560,991

Management fees 54,738 6,012 60,750

Real estate taxes and insurance 122,342 3,312 125,654

Other operating expenses (2)

539,947 6,628 546,575

Depreciation and amortization 221,299 150,487 371,786

Interest expense

— 46,231 46,231

Other segment items (3)

36,746 19,687 56,433

Segment (loss) profit

( 35,493 ) 164,001 128,508

Reconciliation of segment profit or loss:

General and administrative

Transaction related costs — — ( 1,623 ) ( 1,623 )

Loss on asset impairment, net 27 9,517 — 9,544

Total expenses 1,440,168 195,005 43,774 1,678,947

Gain on sale of real estate, net 41,861 1,378 — 43,239

Gain on equity securities, net — — 48,837 48,837

Interest income

Interest expense ( 337,561 )

Loss on early extinguishment of debt — — ( 1,524 ) ( 1,524 )

Income (loss) before income tax benefit and equity in losses of an investee

79,896 161,400 ( 271,191 ) ( 29,895 )

Income tax benefit — — 1,498 1,498

Loss on early extinguishment of debt, net ( 16,181 )

Income tax expense ( 1,402 )

Equity in losses of an investee ( 12,299 )

Net income (loss) $ 79,896 $ 161,400 $ ( 274,075 ) $ ( 32,779 )

As of December 31, 2023

Hotels Net Lease Corporate Consolidated

Total assets $ 3,943,213 $ 3,084,686 $ 328,217 $ 7,356,116

$ ( 275,526 )

(1) Labor and benefits for our net lease investments segment include property level expense reimbursements as discussed in Note 8.

(2) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.

(3) 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.

SERVICE PROPERTIES TRUST

2 unchanged sentences

Year Ended December 31, 2023

Hotels Net Lease Corporate Consolidated

Hotels Net Lease Total

Hotel operating revenues $ 1,478,034 $ — $ 1,478,034

1 unchanged sentence

Total revenues 1,478,034 395,829 1,873,863

Hotel operating expenses 1,227,357 — — 1,227,357

Net lease operating expenses

Labor and benefits (1)

534,620 4,279 538,899

Management fees 54,192 3,702 57,894

Real estate taxes and insurance 109,287 3,465 112,752

Other operating expenses (2)

525,807 6,217 532,024

Depreciation and amortization 216,235 167,825 384,060

Interest expense

— 40,920 40,920

Other segment items (3)

( 42,003 ) 8,021 ( 33,982 )

Segment profit

79,896 161,400 241,296

Reconciliation of segment profit:

General and administrative

Transaction related costs

Loss on asset impairment 10,537 452 — 10,989

Total expenses 1,459,310 193,320 46,324 1,698,954

Gain (loss) on sale of real estate, net 48,202 ( 384 ) — 47,818

Loss on equity securities, net — — ( 8,104 ) ( 8,104 )

Gain on equity securities, net

Interest income

1 unchanged sentence

Loss on early extinguishment of debt

Income (loss) before income tax benefit and equity in earnings of an investee 56,260 201,992 ( 393,688 ) ( 135,436 )

Income tax benefit

Equity in earnings of an investee — — 2,856 2,856

Net income (loss) $ 56,260 $ 201,992 $ ( 390,633 ) $ ( 132,381 )

As of December 31, 2022

Hotels Net Lease Corporate Consolidated

Total assets $ 3,882,701 $ 3,376,295 $ 229,195 $ 7,488,191

Equity in losses of an investee ( 4,382 )

(1) Labor and benefits for our net lease investments segment include property level expense reimbursements as discussed in Note 8.

(2) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.

(3) Other segment items for each reportable segment include gains and losses on asset impairment and sale of real estate and interest income, as applicable.

SERVICE PROPERTIES TRUST

2 unchanged sentences

Year Ended December 31, 2022

Hotels Net Lease Corporate Consolidated

Hotels Net Lease Total

Hotel operating revenues $ 1,467,344 $ — $ 1,467,344

1 unchanged sentence

Total revenues 1,467,344 395,667 1,863,011

Hotel operating expenses 1,010,737 — — 1,010,737

Net lease operating expenses

Labor and benefits (1)

511,364 2,973 514,337

Management fees 53,385 3,998 57,383

Real estate taxes and insurance 121,733 2,398 124,131

Other operating expenses (2)

540,875 3,807 544,682

Depreciation and amortization 221,416 179,692 401,108

Other segment items (3)

( 37,689 ) 807 ( 36,882 )

Segment profit

56,260 201,992 258,252

Reconciliation of segment profit:

General and administrative

Transaction related costs

Loss on asset impairment 60,980 17,640 — 78,620

Total expenses 1,403,122 252,622 53,439 1,709,183

Gain on sale of real estate, net 9,558 1,964 — 11,522

Gain on equity securities, net — — 22,535 22,535

Loss on equity securities, net

Interest income

Interest expense ( 341,795 )

(Loss) income before income tax benefit and equity in losses of an investee ( 287,077 ) 138,436 ( 395,962 ) ( 544,603 )

Loss on early extinguishment of debt

Income tax benefit

Equity in losses of an investee — — ( 941 ) ( 941 )

Net (loss) income $ ( 287,077 ) $ 138,436 $ ( 395,962 ) $ ( 544,603 )

Equity in earnings of an investee

$ ( 132,381 )

(1) Labor and benefits for our net lease investments segment include property level expense reimbursements as discussed in Note 8.

(2) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.

(3) 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,

Hotels Net Lease Corporate Consolidated

2024 2023 2022

Hotels $ 3,897,132 $ 3,943,213 $ 3,882,701

Net Lease 2,942,585 3,084,686 3,376,295

Corporate 279,841 328,217 229,195

Total assets $ 7,119,558 $ 7,356,116 $ 7,488,191

As of December 31,

2024 2023 2022

Capital expenditures:

Hotels $ 297,398 $ 232,053 $ 110,343

Net Lease 5,494 3,477 5,584

Total capital expenditures $ 302,892 $ 235,530 $ 115,927

SERVICE PROPERTIES TRUST

4 unchanged sentences

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 Measurements

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 (1)(2)

$ 14,664 $ — $ 13,382 $ 1,282

(1) We recorded a loss on asset impairment, net of $ 3,206 during the year ended December 31, 2023, to reduce the carrying value of one hotel and nine net lease properties in our consolidated balance sheets to their estimated fair value less costs to sell based on brokers’ opinion of values (Level 3 inputs as defined in the fair value hierarchy under GAAP).

Assets of properties held and used (3)

$ 7,408 $ — $ — $ 7,408

(1) We recorded impairment charges totaling $ 13,641 during the year ended December 31, 2024, to reduce the carrying value of three hotels and two net lease properties in our consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 687 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).

(2) We recorded impairment charges totaling $ 4,512 during the year ended December 31, 2024, to reduce the carrying value of one net lease property in our consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 68 , based on brokers’ opinion of values (Level 3 inputs as defined in the fair value hierarchy under GAAP).

(3) We recorded impairment charges totaling $ 4,285 during the year ended December 31, 2024, to reduce the carrying value of one net lease property in our consolidated balance sheet to its estimated fair value.

We determined the estimated fair value of this property by discounting expected future cash flows based on prevailing market rents and including an exit capitalization rate to determine the final year of cash flows.

Our assessment to determine the estimated fair value of this property used significant unobservable inputs (Level 3 inputs as defined in the fair value hierarchy under GAAP) including a discount rate of 7.0 % and an exit capitalization rate of 6.3 %.

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, net lease mortgage notes, senior notes and security deposits.

13 unchanged sentences

398,428 373,796 397,672 362,108

Senior Unsecured Notes, due 2026 at 5.25 %

347,601 339,780 346,472 292,282

Senior Unsecured Notes, due 2026 at 4.75 %

448,347 419,909 447,736 354,128

Senior Unsecured Notes, due 2027 at 4.95 %

397,672 362,108 396,916 315,040

Senior Unsecured Notes, due 2027 at 5.50 %

Senior Guaranteed Unsecured Notes, due 2027 at 5.50 %

446,758 420,809 445,631 412,002

3 unchanged sentences

396,505 335,056 395,355 327,708

Senior Guaranteed Unsecured Notes, due 2029 at 8.375 %

682,934 676,725 — —

Senior Unsecured Notes, due 2029 at 4.95 %

4 unchanged sentences

972,073 1,040,590 968,017 1,047,430

Senior Guaranteed Unsecured Notes, due 2032 at 8.875 %

482,577 462,755 — —

Total financial liabilities $ 5,560,703 $ 5,299,916 $ 5,520,220 $ 5,307,547

(1) Carrying value includes unamortized discounts, premiums and certain debt issuance costs.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

At December 31, 2024 and 2023, 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, 2023, 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).

At December 31, 2024 and 2023, 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.

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5 Radisson® Hotels & Resorts — 9 93 59 — ( 2 ) 9 150 159 ( 83 ) 1987 through 1990 1996 through 1997

1 Crowne Plaza® — 17 69 30 — — 17 99 116 ( 18 ) 1971 through 1988 2006 and 2017

2 Country Inn & Suites® by Radisson — 3 24 10 — ( 5 ) 3 29 32 ( 17 ) 1989 through 1997 1996 and 2005

1 Crowne Plaza® — 17 69 32 — ( 1 ) 17 100 117 ( 21 ) 1986 2017

2 Country Inn & Suites® by Radisson — 3 24 11 — — 3 35 38 ( 21 ) 1989 1996

Net Lease Service Retail Properties

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5 Buehler's Fresh Foods 52 10 49 — — — 10 49 59 ( 13 ) 1980 through 2000 2019

6 AMC Theatres — 18 38 2 — — 18 40 58 ( 7 ) 1995 through 2008 2019

59 Heartland Dental — 11 37 1 — — 11 38 49 ( 8 ) 1920 through 2005 2019

10 Norms — 23 24 1 — — 23 25 48 ( 6 ) 1957 through 2014 2019

13 Vacant 3 24 30 4 — — 24 34 58 ( 8 ) 1970 through 2007 2007

5 AMC Theatres — 13 34 1 — — 13 35 48 ( 8 ) 1995 through 2008 2019

23 Express Oil Change 37 6 37 — — — 6 37 43 ( 7 ) 1965 through 2001 2019

2 unchanged sentences

— 6 32 1 — — 6 33 39 ( 6 ) 2001 2019

9 Vacant — 22 20 5 ( 5 ) ( 5 ) 19 18 37 ( 4 ) 1977 through 2005 2007 through 2019

6 America's Auto Auction 27 7 23 6 — — 7 29 36 ( 6 ) 1960 through 2005 2019

4 Courthouse Athletic Club 20 5 28 — — — 5 28 33 ( 6 ) 1980 through 2001 2019

4 B&B Theatres — 12 15 5 — — 12 20 32 ( 4 ) 1998 through 2004 2019

2 Big Al's 17 3 28 — — — 3 28 31 ( 4 ) 2006 through 2010 2019

20 Burger King 16 9 22 — — — 9 22 31 ( 7 ) 1977 through 2004 2019

4 B&B Theatres — 12 15 3 — — 12 18 30 ( 5 ) 1998 through 2004 2019

1 Fleet Farm — 3 28 — — — 3 28 31 ( 5 ) 1979 2019

16 Martin's 21 7 21 — — ( 1 ) 7 20 27 ( 5 ) 1962 through 2003 2019

5 Regal Cinemas — 5 21 — — — 5 21 26 ( 4 ) 2005 through 2010 2019

19 Arby's 18 7 19 — — — 7 19 26 ( 8 ) 1967 through 2005 2019

17 Burger King 18 5 21 — — — 5 21 26 ( 7 ) 1979 through 2000 2019

SERVICE PROPERTIES TRUST

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Construction Date

19 Arby's 18 7 19 — — — 7 19 26 ( 7 ) 1967 through 2005 2019

5 Regal Cinemas — 5 21 — — — 5 21 26 ( 5 ) 2005 through 2010 2019

20 Popeye's Chicken & Biscuits 21 8 17 — — — 8 17 25 ( 6 ) 1968 through 2003 2019

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2 Mesa Fitness 14 3 17 — — — 3 17 20 ( 3 ) 1983 through 2007 2019

13 Taco Bell 14 4 15 — — — 4 15 19 ( 3 ) 1982 through 2019 2019 - 2020

1 CarMax — 5 13 — — — 5 13 18 ( 2 ) 2005 2019

13 Taco Bell 14 4 15 — — — 4 15 19 ( 4 ) 1982 through 2019 2019 through 2020

28 Uncle Ed's Oil Shoppe — 6 12 — — — 6 12 18 ( 5 ) 1959 through 1999 2019

1 CarMax — 5 13 — — — 5 13 18 ( 2 ) 2005 2019

1 Multi-Tenant — 2 19 5 ( 9 ) ( 1 ) 2 14 16 ( 4 ) 1986 through 2001 2019

2 Fusion Gyms — 3 10 2 — — 3 12 15 ( 2 ) 1987 through 1994 2019

1 Dave & Buster's 12 3 11 — — — 3 11 14 ( 1 ) 1972 2019

5 Pike Nursery 16 8 6 — — — 8 6 14 ( 2 ) 1970 through 1996 2019

1 Dave & Buster's 12 3 11 — — — 3 11 14 ( 2 ) 1972 2019

2 HHI-Formtech 9 3 10 — — — 3 10 13 ( 5 ) 1952 2019

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2 Sanford's Grub & Pub — 1 10 — — — 1 10 11 ( 2 ) 1928 through 2003 2019

4 Rite Aid — 3 7 — — — 3 7 10 ( 2 ) 1993 through 2000 2019

5 Fuddruckers — 4 6 — — — 4 6 10 ( 2 ) 1994 through 1995 2019

1 Baptist Emergency Hospital 10 2 8 — — — 2 8 10 ( 1 ) 2013 2019

4 Rite Aid — 3 7 — — — 3 7 10 ( 2 ) 1993 through 2000 2019

4 Texas Roadhouse 6 7 6 — — ( 3 ) 7 3 10 ( 1 ) 1992 through 2003 2019

2 Eddie Merlot's 6 2 8 — — — 2 8 10 ( 2 ) 2001 through 2003 2019

1 Cermak Fresh Market 7 2 7 — — — 2 7 9 ( 3 ) 1989 2019

1 Baptist Emergency Hospital 10 2 8 — — — 2 8 10 ( 1 ) 2013 2019

12 Core & Main 4 4 5 — — — 4 5 9 ( 2 ) 1972 through 1998 2019

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4 Meineke Car Care Center — 3 6 — — — 3 6 9 ( 1 ) 1999 through 2000 2019

1 Cermak Fresh Market 6 2 7 — — — 2 7 9 ( 4 ) 1989 2019

1 Columbus Preparatory Academy 6 1 8 — — — 1 8 9 ( 1 ) 2004 2019

1 Kohl's 5 2 6 — — — 2 6 8 ( 1 ) 1986 2019

1 Academy Sports + Outdoors 5 1 6 — — — 1 6 7 ( 1 ) 2016 2019

1 Austin's Park n' Pizza 5 — 8 — — — — 8 8 ( 2 ) 2003 2019

1 Kohl's 5 2 6 — — — 2 6 8 ( 2 ) 1986 2019

1 LA Fitness — 1 7 — — — 1 7 8 ( 1 ) 2012 2019

1 Marcus Theaters — 2 5 — — — 2 5 7 ( 2 ) 1999 2019

1 Academy Sports + Outdoors 5 1 6 — — — 1 6 7 ( 1 ) 2016 2019

9 Sonic Drive-In 7 3 4 — — — 3 4 7 ( 2 ) 1991 through 2018 2019

3 Krispy Kreme 7 2 5 — — — 2 5 7 ( 1 ) 2000 through 2004 2019

3 Oregano's Pizza Bistro 5 1 6 — — — 1 6 7 ( 2 ) 1964 through 2006 2019

1 Columbus Arts & Tech Academy 6 1 6 — — — 1 6 7 ( 1 ) 1980 2019

2 Blue Rhino 15 3 4 — — — 3 4 7 ( 1 ) 2004 2019

3 Krispy Kreme 7 2 5 — — — 2 5 7 ( 1 ) 2000 through 2004 2019

2 Diagnostic Health — 1 6 — — — 1 6 7 ( 1 ) 1985 through 1997 2019

9 Sonic Drive-In 7 3 4 — — — 3 4 7 ( 1 ) 1987 through 2018 2019

3 Texas Roadhouse 6 3 6 — — ( 3 ) 3 3 6 ( 1 ) 1992 through 2003 2019

SERVICE PROPERTIES TRUST

15 unchanged sentences

Construction Date

1 Marcus Theaters — 2 5 — — — 2 5 7 ( 2 ) 1999 2019

7 Hughes Supply 3 2 4 — — — 2 4 6 ( 1 ) 1976 through 1993 2019

5 Brookshire Brothers 5 1 5 — — — 1 5 6 ( 2 ) 1992 through 1999 2019

2 Flying Star Cafe 4 1 5 — — — 1 5 6 ( 1 ) 1994 through 1999 2019

3 Jack's Family Restaurant 4 2 4 — — — 2 4 6 ( 1 ) 2008 through 2016 2019

2 Axels — — 6 — — — — 6 6 ( 2 ) 1953 through 1995 2019

3 Wendy's 6 1 5 — — — 1 5 6 ( 1 ) 1984 through 1996 2019

2 Flying Star Cafe 4 1 5 — — — 1 5 6 ( 1 ) 1994 through 1999 2019

1 Jack Stack Barbeque 4 1 5 — — — 1 5 6 ( 1 ) 1983 2019

7 Hughes Supply 3 2 4 — — — 2 4 6 ( 1 ) 1976 through 1993 2019

1 Multi-Tenant — 2 20 5 ( 9 ) — 2 16 18 ( 4 ) 1991 2019

2 10 Box 4 2 3 — — — 2 3 5 ( 1 ) 1994 2019

2 Bricktown Brewery 4 1 4 — — — 1 4 5 ( 2 ) 1904 through 1984 2019

2 Gerber Collision & Glass 4 1 4 — — — 1 4 5 ( 1 ) 2001 through 2002 2019

2 HD Supply White Cap 3 2 3 — — — 2 3 5 ( 1 ) 1990 through 2001 2019

2 Walgreens 3 — 5 — — — — 5 5 ( 1 ) 1993 through 1999 2019

2 10 Box 4 2 3 — — — 2 3 5 ( 1 ) 1994 2019

1 Mak Pack — 1 4 — — — 1 4 5 ( 1 ) 2007 2019

1 Angstrom 5 2 3 — — — 2 3 5 ( 2 ) 1987 2019

2 HD Supply White Cap 1 2 3 — — — 2 3 5 ( 1 ) 1990 through 2001 2019

1 Mak Pack 3 1 4 — — — 1 4 5 ( 1 ) 2007 2019

1 Planet Fitness 4 1 4 — — — 1 4 5 ( 1 ) 2007 2019

1 RGB Eye Associates 5 1 4 — — — 1 4 5 ( 1 ) 2013 2019

2 Gerber Collision & Glass 4 1 4 — — — 1 4 5 ( 1 ) 2001 through 2002 2019

1 Discount Tire — 1 4 — — — 1 4 5 ( 1 ) 2009 2019

1 Sportsman's Warehouse 3 1 3 1 — — 1 4 5 ( 2 ) 1983 2019

2 Famous Dave's 3 1 3 — — — 1 3 4 ( 1 ) 1997 through 1999 2019

1 Miller Waste Mills — — 4 — — — — 4 4 ( 2 ) 1960 2019

2 Focus Child Development Center — 1 3 — — — 1 3 4 — 1996 through 1998 2019

1 unchanged sentence

1 Boozman-Hof — 2 2 — — — 2 2 4 — 1988 2019

1 Sportsman's Warehouse 3 1 3 — — — 1 3 4 ( 1 ) 1983 2019

1 Eriks Bike Shop — 1 3 — — — 1 3 4 ( 1 ) 1996 2019

1 Miller Waste Mills — — 4 — — — — 4 4 ( 2 ) 1960 2019

1 Mind 24-7 — 1 3 2 ( 3 ) — 1 2 3 — 2008 2019

1 Rainbow Kids Clinic 3 1 3 — — — 1 3 4 — 2011 2019

1 Applebee's — 1 2 — — — 1 2 3 — 1996 2019

1 Tractor Supply — — 3 — — — — 3 3 — 2007 2019

1 Spoons Place — 1 2 — — — 1 2 3 — 1996 2019

1 Southwest Stainless, LP 2 — 3 — — — — 3 3 — 1984 2019

1 Win Win — 1 3 — — — 1 3 4 ( 1 ) 1990 2019

2 Anixter 2 1 2 — — — 1 2 3 ( 1 ) 1984 through 1999 2019

1 What the Buck — — 3 — — — — 3 3 ( 1 ) 1958 2019

1 Kerry's Car Care 2 1 2 — — — 1 2 3 — 2015 2019

1 Ojos Locos Sports Cantina 2 1 2 — — — 1 2 3 ( 1 ) 1993 2019

2 Monterey's Tex Mex 1 1 2 — — — 1 2 3 ( 1 ) 1979 through 1997 2019

1 Applebee's — 1 2 — — — 1 2 3 ( 1 ) 1996 2019

1 Axels — — 3 — — — — 3 3 ( 1 ) 1995 2019

1 Black Angus Steakhouse 2 1 2 — — — 1 2 3 — 1996 2019

1 Buffalo Wild Wings 2 1 2 — — — 1 2 3 — 2014 2019

1 Heytex USA — — 2 — — — — 2 2 ( 1 ) 1967 2019

1 Kerry's Car Care 2 1 2 — — — 1 2 3 — 2015 2019

1 Nacarato Trucks — — 2 — — — — 2 2 ( 1 ) 1985 2019

1 Ojos Locos Sports Cantina 2 1 2 — — — 1 2 3 ( 1 ) 1993 2019

1 Slim Chickens 2 1 2 — — — 1 2 3 — 2014 2019

2 Monterey's Tex Mex 1 1 2 — — — 1 2 3 — 1979 through 1997 2019

1 Southwest Stainless, LP 2 — 3 — — — — 3 3 ( 1 ) 1984 2019

SERVICE PROPERTIES TRUST

15 unchanged sentences

Construction Date

1 Nacarato Trucks — — 2 — — — — 2 2 ( 1 ) 1985 2019

1 Heytex USA — — 2 — — — — 2 2 ( 1 ) 1967 2019

1 Spoons Place — 1 2 — — — 1 2 3 — 1996 2019

1 Tractor Supply — — 3 — — — — 3 3 — 2007 2019

1 What the Buck — — 3 — — — — 3 3 ( 1 ) 1958 2019

2 Affordable Care, Inc.

— 1 1 — — — 1 1 2 — 2008 through 2010 2019

2 Dollar General 1 — 2 — — — — 2 2 — 2015 2019

2 Hooters 4 1 1 — — — 1 1 2 ( 1 ) 1977 through 1994 2019

1 Mind 24-7 — 1 3 2 ( 3 ) — 1 2 3 — 2008 2019

1 Bridgestone Tire 2 1 1 — — — 1 1 2 — 1998 2019

2 Rally's 1 1 1 — — — 1 1 2 — 1992 2019

2 Taco Bueno 2 1 1 — — — 1 1 2 ( 1 ) 1991 through 2003 2019

2 Rally's 1 1 1 — — — 1 1 2 — 1990 through 1992 2019

1 Red Robin Gourmet Burgers — 1 1 — — — 1 1 2 — 1995 2019

1 Primanti Bros.

1 1 1 — — — 1 1 2 — 2014 2019

1 Orscheln Farm and Home 2 1 1 — — — 1 1 2 — 1977 2019

1 Bridgestone Tire 2 1 1 — — — 1 1 2 — 1998 2019

1 Cycle Gear 1 1 1 — — — 1 1 2 ( 1 ) 1989 2019

2 Dollar General 1 — 2 — — — — 2 2 — 2012 through 2015 2019

2 Affordable Care, Inc.

— 1 1 — — — 1 1 2 — 2008 through 2010 2019

1 Long John Silver's 1 1 1 — — — 1 1 2 — 1987 2019

1 Moe's American Grill — — 2 — — — — 2 2 ( 1 ) 1953 2019

1 Orscheln Farm and Home 2 1 1 — — — 1 1 2 — 1977 2019

1 Red Robin Gourmet Burgers — 1 1 — — — 1 1 2 — 1995 2019

1 Schumacher Homes 1 1 1 — — — 1 1 2 — 2014 2019

1 Bru Burger Bar 1 — 1 — — — — 1 1 — 1996 2019

1 Buchheit 1 — 1 — — — — 1 1 — 1986 2019

1 Captain Ds 1 — 1 — — — — 1 1 — 1995 2019

1 Clean Express Auto Wash — — 1 — — — — 1 1 ( 1 ) 1991 2019

1 Chicken Salad Chick 1 — 1 — — — — 1 1 — 1976 2019

1 Wings, Etc.

1 — 1 — — — — 1 1 — 2014 2019

1 SRS Distribution 1 — 1 — — — — 1 1 — 1975 2019

1 Bru Burger Bar 1 — 1 — — — — 1 1 — 1996 2019

1 ERA Capital — — 1 — — — — 1 1 — 1999 2019

1 Old Mexico Cantina 1 — 1 — — — — 1 1 — 2007 2019

1 KFC 1 — 1 — — — — 1 1 — 2002 2019

1 The Atlanta Center for Foot & Ankle Surgery 2 — 1 — — — — 1 1 — 1963 2019

1 O'Reilly Auto Parts 1 — 1 — — — — 1 1 — 2006 2019

1 Touchstone Imaging 1 — 1 — — — — 1 1 — 1992 2019

1 Howlin Concrete 1 1 — — — — 1 — 1 — 1922 2019

1 Clean Express Auto Wash — — 1 — — — — 1 1 ( 1 ) 1991 2019

1 Discount Tire — 1 4 — — ( 4 ) 1 — 1 — 2009 2019

1 Dunkin Donuts — — — — — — — — — — 1977 2019

1 El Forastero 1 — 1 — — — — 1 1 — 1985 2019

1 Bechheit — — 1 — — — — 1 1 — 1986 2019

1 Howlin Concrete 1 1 — — — — 1 — 1 — 1922 2019

1 KFC 1 — 1 — — — — 1 1 — 2002 2019

1 Little Caesars — — 1 — — — — 1 1 — 1996 2019

1 NAPA Auto Parts 1 — 1 — — — — 1 1 — 2001 2019

1 O'Reilly Auto Parts 1 — 1 — — — — 1 1 — 2006 2019

1 Old Mexico Cantina 1 — 1 — — — — 1 1 — 2007 2019

1 Robata — — 1 — — — — 1 1 — 1980 2019

1 Giliberto's Mexican Taco Shop — — — — — — — — — — N/A 2019

1 Dunkin Donuts — — — — — — — — — — 1977 2019

1 Off the Hook Seafood & More — — — — — — — — — — 2007 2019

1 Consolidated Pipe — — — — — — — — — — 1987 2019

1 SRS Distribution 1 — 1 — — — — 1 1 — 1975 2019

1 The Atlanta Center for Foot & Ankle Surgery 2 — 1 — — — — 1 1 — 1963 2019

1 Touchstone Imaging 1 — 1 — — — — 1 1 — 1992 2019

1 Wings, Etc 1 — 1 — — — — 1 1 — 2014 2019

1 Bigham Cable — — — — — — — — — — 1989 2019

1 Consolidated Pipe — — — — — — — — — — 1987 2019

1 Del Taco 1 — — — — — — — — — N/A 2019

1 Family Dollar Stores — — — — — — — — — — 1988 2019

SERVICE PROPERTIES TRUST

15 unchanged sentences

Construction Date

1 Sharks Fish & Chicken — — — — — — — — — — 1985 2019

1 Kings Wings N Things — — — — — — — — — — 1977 2019

1 Family Dollar Stores — — — — — — — — — — 1988 2019

1 Del Taco — — — — — — — — — — N/A 2019

1 Giliberto's Mexican Taco Shop 1 — — — — — — — — — N/A 2019

1 Off the Hook Seafood & More — — — — — — — — — — 2007 2019

1 Scooters Coffee 1 — — — — — — — — — 1972 2019

1 Sharks Fish & Chicken — — — — — — — — — — 1985 2019

931 Total Held and Used $ 607 $ 1,933 $ 5,806 $ 2,622 $ ( 133 ) $ ( 955 ) $ 1,930 $ 7,343 $ 9,273 $ ( 3,029 )

Assets Held for Sale

1 Country Inn & Suites® by Radisson $ — $ 1 $ 5 $ — $ — $ — $ 1 $ 5 $ 6 $ ( 3 ) 1987 through 1997 1996 and 2005

9 Vacant — 3 8 ( 2 ) ( 3 ) — 3 3 6 — 1970 through 2007 2007

2 Sonesta Simply Suites® (5)

$ — $ 2 $ 13 $ — $ — $ — $ 2 $ 13 $ 15 $ ( 7 ) 1997 through 2021 1997 through 2003

1 Sonesta ES Suites® (5)

— 1 7 — — — 1 7 8 ( 4 ) 1985 through 2009 1996 through 2018

5 Sonesta Select® (5)

— 6 56 — — — 6 56 62 ( 36 ) 1987 through 2000 1995 through 2001

9 Vacant — 3 14 — ( 9 ) ( 2 ) 1 5 6 ( 2 ) 1977 through 2005 2007 through 2019

948 Total Including Held for Sale $ 607 $ 1,945 $ 5,896 $ 2,622 $ ( 142 ) $ ( 957 ) $ 1,940 $ 7,424 $ 9,364 $ ( 3,078 )

2 unchanged sentences

(3) Excludes $ 341 of personal property classified in our consolidated balance sheets as furniture, fixtures and equipment.

(4) We depreciate buildings and improvements over periods ranging between 10 to 40 years.

(5) 69 properties, including 66 hotels and three net lease properties secure our credit agreement, which has no amounts outstanding as of December 31, 2023.

(6) 67 TravelCenters of America and 3 Petro Stopping Centers properties secure our $ 1.0 billion senior secured notes due 2031, excluding unamortized discounts and debt issuance costs.

(4) We depreciate buildings and improvements over periods ranging between ten to 40 years.

(5) 69 properties, including 66 hotels and three net lease properties secure our credit agreement, which has $ 150.0 million outstanding as of December 31, 2024.

(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.

SERVICE PROPERTIES TRUST

38 unchanged sentences

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-K

Item 9A. Controls and Procedures