Service Properties Trust 10-Q

Item 1. Financial Statements SERVICE PROPERTIES TRUST CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) (unaudited) September 30, 2025 December 31, 2024 ASSETS Real estate properties: Land $ 1,740,833 $ 1,930,459 Buildings, improvements and equipment 6,136,065 7,682,885 Total real estate properties, gross 7,876,898 9,613,344 Accumulated depreciation ( 2,433,658 ) ( 3,238,636 ) Total real estate properties, net 5,443,240 6,374,708 Acquired real estate leases and other intangibles, net 98,688 107,956 Assets of properties held for sale 564,539 43,101 Cash and cash equivalents 417,415 143,482 Restricted cash 23,817 13,904 Equity method investment 113,134 115,818 Due from related persons 12,680 3,911 Other assets, net 306,811 316,678 Total assets $ 6,980,324 $ 7,119,558 LIABILITIES AND SHAREHOLDERS’ EQUITY Unsecured debt, net $ 3,680,358 $ 4,020,347 Secured debt, net 2,087,710 1,690,356 Accounts payable and other liabilities 537,909 532,522 Due to related persons 20,236 24,118 Liabilities of properties held for sale 6,203 342 Total liabilities 6,332,416 6,267,685 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $ .01 par value; 200,000,000 shares authorized; 168,090,224 and 166,636,537 shares issued and outstanding, respectively 1,681 1,666 Additional paid in capital 4,562,706 4,560,334 Cumulative other comprehensive income 2,054 1,865 Cumulative net income 1,993,435 2,194,974 Cumulative common distributions ( 5,911,968 ) ( 5,906,966 ) Total shareholders’ equity 647,908 851,873 Total liabilities and shareholders’ equity $ 6,980,324 $ 7,119,558 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents SERVICE PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Hotel operating revenues $ 377,576 $ 390,935 $ 1,116,944 $ 1,139,657 Rental income 101,194 100,236 300,441 300,712 Total revenues 478,770 491,171 1,417,385 1,440,369 Expenses: Hotel operating expenses 328,358 328,535 963,111 961,868 Net lease operating expenses 5,236 4,791 16,303 14,472 Depreciation and amortization 74,453 89,005 238,583 277,786 General and administrative 11,057 10,472 30,831 31,659 Transaction related costs 2,683 — 4,139 — Loss on asset impairment 27,067 13,692 81,788 51,030 Total expenses 448,854 446,495 1,334,755 1,336,815 Gain on sale of real estate, net 25,256 4,105 25,846 1,110 Interest income 4,841 537 6,912 3,318 Interest expense (including amortization of debt issuance costs, discounts and premiums of $ 9,092 , $ 8,076 , $ 27,672 and $ 22,768 , respectively) ( 107,776 ) ( 99,126 ) ( 311,972 ) ( 284,390 ) Loss on early extinguishment of debt, net ( 529 ) ( 133 ) ( 529 ) ( 16,181 ) Loss before income tax (expense) benefit and equity in earnings (losses) of an investee ( 48,292 ) ( 49,941 ) ( 197,113 ) ( 192,589 ) Income tax (expense) benefit ( 253 ) 77 ( 1,553 ) ( 1,454 ) Equity in earnings (losses) of an investee 1,600 2,963 ( 2,873 ) ( 5,091 ) Net loss ( 46,945 ) ( 46,901 ) ( 201,539 ) ( 199,134 ) Other comprehensive (loss) income: Equity interest in investee’s unrealized (losses) gains ( 119 ) ( 286 ) 189 ( 822 ) Other comprehensive (loss) income ( 119 ) ( 286 ) 189 ( 822 ) Comprehensive loss $ ( 47,064 ) $ ( 47,187 ) $ ( 201,350 ) $ ( 199,956 ) Weighted average common shares outstanding (basic and diluted) 166,085 165,398 165,816 165,252 Net loss per common share (basic and diluted) $ ( 0.28 ) $ ( 0.28 ) $ ( 1.22 ) $ ( 1.21 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents SERVICE PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) (unaudited) Number of Shares Common Shares Cumulative Common Distributions Additional Paid in Capital Cumulative Net Income Cumulative Other Comprehensive Income Total Balance at December 31, 2024 166,636,537 $ 1,666 $ ( 5,906,966 ) $ 4,560,334 $ 2,194,974 $ 1,865 $ 851,873 Net loss — — — — ( 116,435 ) — ( 116,435 ) Equity interest in investee’s unrealized gains — — — — — 153 153 Common share grants 32,490 — — 664 — — 664 Common share repurchases ( 1,539 ) — — ( 4 ) — — ( 4 ) Common share forfeitures ( 20,767 ) — — ( 12 ) — — ( 12 ) Distributions — — ( 1,666 ) — — — ( 1,666 ) Balance at March 31, 2025 166,646,721 1,666 ( 5,908,632 ) 4,560,982 2,078,539 2,018 734,573 Net loss — — — — ( 38,159 ) — ( 38,159 ) Equity interest in investee’s unrealized gains — — — — — 155 155 Common share grants 282,975 3 — 1,136 — — 1,139 Common share repurchases ( 28,417 ) — — ( 59 ) — — ( 59 ) Common share forfeitures ( 40,449 ) — — ( 38 ) — — ( 38 ) Distributions — — ( 1,667 ) — — — ( 1,667 ) Balance at June 30, 2025 166,860,830 1,669 ( 5,910,299 ) 4,562,021 2,040,380 2,173 695,944 Net loss — — — — ( 46,945 ) — ( 46,945 ) Equity interest in investee’s unrealized losses — — — — — ( 119 ) ( 119 ) Common share grants 1,432,396 14 — 1,256 — — 1,270 Common share repurchases ( 203,002 ) ( 2 ) — ( 571 ) — — ( 573 ) Distributions — — ( 1,669 ) — — — ( 1,669 ) Balance at September 30, 2025 168,090,224 $ 1,681 $ ( 5,911,968 ) $ 4,562,706 $ 1,993,435 $ 2,054 $ 647,908 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents SERVICE PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) (unaudited) Number of Shares Common Shares Cumulative Common Distributions Additional Paid in Capital Cumulative Net Income Cumulative Other Comprehensive Income Total Balance at December 31, 2023 165,769,595 $ 1,658 $ ( 5,805,816 ) $ 4,557,473 $ 2,470,500 $ 2,318 $ 1,226,133 Net loss — — — — ( 78,383 ) — ( 78,383 ) Equity interest in investee’s unrealized losses — — — — — ( 344 ) ( 344 ) Common share grants — — — 430 — — 430 Common share repurchases ( 1,537 ) — — ( 13 ) — — ( 13 ) Distributions — — ( 33,154 ) — — — ( 33,154 ) Balance at March 31, 2024 165,768,058 1,658 ( 5,838,970 ) 4,557,890 2,392,117 1,974 1,114,669 Net loss — — — — ( 73,850 ) — ( 73,850 ) Equity interest in investee’s unrealized losses — — — — — ( 192 ) ( 192 ) Common share grants 146,040 1 — 1,395 — — 1,396 Common share repurchases ( 10,261 ) — — ( 65 ) — — ( 65 ) Distributions — — ( 33,152 ) — — — ( 33,152 ) Balance at June 30, 2024 165,903,837 1,659 ( 5,872,122 ) 4,559,220 2,318,267 1,782 1,008,806 Net loss — — — — ( 46,901 ) — ( 46,901 ) Equity interest in investee’s unrealized losses — — — — — ( 286 ) ( 286 ) Common share grants 885,289 8 — 1,213 — — 1,221 Common share repurchases ( 137,674 ) ( 1 ) — ( 641 ) — — ( 642 ) Common share forfeitures ( 3,000 ) — — ( 1 ) — — ( 1 ) Distributions — — ( 33,178 ) — — — ( 33,178 ) Balance at September 30, 2024 166,648,452 $ 1,666 $ ( 5,905,300 ) $ 4,559,791 $ 2,271,366 $ 1,496 $ 929,019 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents SERVICE PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 201,539 ) $ ( 199,134 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 238,583 277,786 Net amortization of debt issuance costs, discounts and premiums as interest 27,672 22,768 Straight line rental income ( 8,818 ) ( 14,576 ) Loss on early extinguishment of debt, net 529 16,181 Loss on asset impairment 81,788 51,030 Equity in losses of an investee 2,873 5,091 Gain on sale of real estate, net ( 25,846 ) ( 1,110 ) Other non-cash income, net ( 1,095 ) ( 1,035 ) Changes in assets and liabilities: Due from related persons ( 8,769 ) ( 13,763 ) Other assets 7,260 ( 140 ) Accounts payable and other liabilities 22,067 9,496 Due to related persons 1,600 ( 3,551 ) Net cash provided by operating activities 136,305 149,043 Cash flows from investing activities: Real estate improvements ( 148,154 ) ( 224,383 ) Hotel managers’ purchases with restricted cash ( 3,570 ) ( 4,609 ) Real estate acquisitions and deposits ( 56,260 ) — Net proceeds from sale of real estate 331,202 52,263 Investment in Sonesta — ( 3,392 ) Net cash provided by (used in) investing activities 123,218 ( 180,121 ) Cash flows from financing activities: Repayment of mortgage notes payable ( 1,468 ) ( 1,468 ) Proceeds from senior unsecured notes, net of discounts — 1,165,007 Proceeds from senior secured notes, net of discounts 492,499 — Repayments of senior unsecured notes ( 350,000 ) ( 1,162,653 ) Borrowings under variable funding note 45,000 — Borrowings under revolving credit facility 600,000 — Repayments of revolving credit facility ( 750,000 ) — Payment of debt issuance costs ( 6,070 ) ( 4,588 ) Repurchase of common shares ( 636 ) ( 720 ) Distributions to common shareholders ( 5,002 ) ( 99,484 ) Net cash provided by (used in) financing activities 24,323 ( 103,906 ) Increase (decrease) in cash and cash equivalents and restricted cash 283,846 ( 134,984 ) Cash and cash equivalents and restricted cash at beginning of period 157,386 197,830 Cash and cash equivalents and restricted cash at end of period $ 441,232 $ 62,846 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents SERVICE PROPERTIES TRUST CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (dollars in thousands) (unaudited) Nine Months Ended September 30, 2025 2024 Supplemental cash flow information: Cash paid for interest $ 239,155 $ 230,027 Cash (refunded) paid for income taxes $ ( 4,696 ) $ 3,219 Non-cash investing activities: Real estate improvements accrued, not paid $ 20,697 $ 35,915 Non-cash financing activities: Extinguishment of senior unsecured notes $ — $ ( 2,569 ) Supplemental disclosure of cash and cash equivalents and restricted cash: The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows: As of September 30, 2025 2024 Cash and cash equivalents $ 417,415 $ 48,588 Restricted cash (1) 23,817 14,258 Total cash and cash equivalents and restricted cash $ 441,232 $ 62,846 (1) 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. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) (unaudited) Note 1. Organization and Basis of Presentation Service Properties Trust, or we, us or our, is a real estate investment trust, or REIT, organized on February 7, 1995 under the laws of the State of Maryland, which invests in hotels and service-focused retail net lease properties. At September 30, 2025, we owned, directly and through our subsidiaries, 160 hotels and 752 service-focused retail net lease properties. Basis of Presentation The accompanying condensed consolidated financial statements of us are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024, or our 2024 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. These condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are 100 % owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Certain prior period balances have been reclassified to conform to the current period presentation. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets and impairment of real estate and related intangibles. 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 ™ . We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. The assets of our TRSs were $ 143,535 and $ 144,079 as of September 30, 2025 and December 31, 2024, respectively, and consist primarily of our TRSs’ investment in Sonesta International Hotels Corporation’s, or, collectively with its parent and subsidiaries, Sonesta’s, common stock and amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $ 78,830 and $ 78,749 as of September 30, 2025 and December 31, 2024, respectively, and consist primarily of amounts payable to certain of our hotel managers. The assets of our TRSs are available to satisfy our TRSs’ obligations and we have guaranteed certain obligations of our TRSs. Note 2. Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our condensed consolidated financial statements and disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU 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 condensed consolidated financial statements. 9 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Note 3. Revenue Recognition We report hotel operating revenues for managed hotels in our condensed consolidated statements of comprehensive income (loss). We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided. We report rental income for leased properties in our condensed consolidated statements of comprehensive income (loss). We recognize rental income from operating leases on a straight line basis over the terms of the lease agreements. We increased rental income by $ 2,257 and $ 4,030 for the three months ended September 30, 2025 and 2024, respectively, and increased rental income by $ 8,818 and $ 14,576 for the nine months ended September 30, 2025 and 2024, respectively, to record scheduled rent changes under certain of our leases on a straight line basis. Other assets, net, includes $ 94,775 and $ 81,574 of straight line rent receivables at September 30, 2025 and December 31, 2024, respectively. Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements. We determine percentage rent due to us under our leases monthly, quarterly or annually, as applicable, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We recorded percentage rent of $ 959 and $ 1,055 for the three months ended September 30, 2025 and 2024, respectively, and $ 2,306 and $ 2,070 for the nine months ended September 30, 2025 and 2024, respectively. Note 4. Per Common Share Amounts We calculate basic earnings per common share using the two class method. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. For the three and nine months ended September 30, 2025 and 2024, there were no dilutive common shares and certain unvested common shares were not included in the calculation of diluted earnings per common share because to do so would have been antidilutive. Note 5. Real Estate Properties As of September 30, 2025, we owned 160 hotels with an aggregate of 29,536 rooms or suites and 752 service-focused retail net lease properties with an aggregate of 13,185,953 square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term. Our properties had an aggregate undepreciated book value of $ 8,921,010 , including $ 1,044,112 related to properties classified as held for sale as of September 30, 2025. We funded capital improvements to certain of our properties of $ 131,664 and $ 217,108 during the nine months ended September 30, 2025 and 2024, respectively. 10 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Acquisitions During the nine months ended September 30, 2025, we acquired 20 net lease properties with a total of 150,776 square feet for a combined purchase price of $ 54,701 , excluding closing costs. We accounted for these transactions as acquisitions of assets and allocated the purchase price based on the estimated fair value of the acquired assets as follows: Quarter Acquired Property Type Number of Properties Square Feet Purchase Price (1) Land Buildings, Improvements and Equipment Acquired Real Estate Leases Q2 2025 Net Lease 7 83,326 $ 30,149 $ 6,036 $ 19,621 $ 4,492 Q3 2025 Net Lease 13 67,450 25,091 5,798 15,935 3,358 20 150,776 $ 55,240 $ 11,834 $ 35,556 $ 7,850 (1) Purchase price is the gross contract price, plus closing costs of $ 539 . From October 1, 2025 through November 4, 2025, we acquired four net lease properties with a total of 21,703 square feet for a combined purchase price of $ 15,942 , excluding closing costs. We have also entered into agreements to acquire five net lease properties with a total of 111,279 square feet for a combined purchase price of $ 25,350 , excluding closing costs. These pending acquisitions are subject to conditions; accordingly, we cannot be sure that we will complete these acquisitions, that these acquisitions will not be delayed or that the terms will not change. Dispositions During the nine months ended September 30, 2025, we sold 56 properties for a combined sales price of $ 343,893 , excluding closing costs. The sales of these properties as presented in the table below do not represent a strategic shift in our business. As a result, the results of the operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss). Quarter Sold Property Type Number of Properties Rooms or Suites / Square Feet Gross Sales Price (1) Gain (Loss) on Sale of Real Estate, net Loss on Impairment of Real Estate (2) Q1 2025 Hotel 4 514 $ 19,600 $ 403 $ — Q1 2025 Net Lease 3 103,043 3,100 343 — Q2 2025 Hotel 2 258 12,900 1,883 65 Q2 2025 Net Lease 4 140,512 13,696 ( 2,039 ) — Q3 2025 Hotel 40 5,565 292,352 24,982 72,398 Q3 2025 Net Lease 3 43,407 2,245 274 1,795 56 6,337 / 286,962 $ 343,893 $ 25,846 $ 74,258 (1) Gross sales price is the gross contract price, excluding closing costs. (2) We also recorded impairment of $ 7,530 during the nine months ended September 30, 2025, related to certain properties we owned during the period. As of September 30, 2025, we had 76 hotels with a total of 9,594 keys and seven net lease properties with a total of 117,689 square feet classified as held for sale. See Note 14 for further information on certain of these properties. The following table summarizes the major class of assets and liabilities by our hotel investments and net lease investments segments as of September 30, 2025: 11 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) As of September 30, 2025 Hotels Net Lease Total Assets of properties held for sale: Real estate properties, net $ 544,585 $ 1,295 $ 545,880 Other assets, net (1) 18,596 63 18,659 Total assets of properties held for sale $ 563,181 $ 1,358 $ 564,539 Liabilities of properties held for sale: Accounts payable and other liabilities $ 6,166 $ 37 $ 6,203 Total liabilities of properties held for sale $ 6,166 $ 37 $ 6,203 (1) Other assets, net includes working capital of $ 9,733 for our hotel investments segment as described in Note 6. From October 1, 2025 through November 4, 2025, we sold six hotels with a total of 777 keys for a combined sales price of $ 66,500 , excluding closing costs, and one net lease property with 37,440 square feet for a sales price of $ 550 , excluding closing costs. We have also entered into agreements to sell 69 hotels with a total of 8,695 keys for a combined sales price of $ 567,500 , 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 are at various stages of selling six net lease properties with a total of 80,249 square feet and one hotel with 122 keys. We believe it is probable that the sales of the 69 hotel properties will be completed by the end of 2025 and the sales of the remainder of these properties will be completed within one year. Note 6. Management Agreements and Leases As of September 30, 2025, we owned 160 hotels managed by four operators and 752 service-focused retail net lease properties leased to 178 tenants. We do not operate any of our properties. As of September 30, 2025, all 160 of our hotels were managed by subsidiaries of the following companies: Sonesta ( 135 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( seven hotels), and InterContinental Hotels Group, plc, or IHG ( one hotel). As of September 30, 2025, our 752 service-focused retail net lease properties were leased by 178 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. Hotel Agreements Sonesta Agreements As of September 30, 2025, Sonesta managed 39 of our full service hotels, 84 of our extended stay hotels and 12 of our select service hotels pursuant to management agreements. The hotels Sonesta managed for us comprised approximately 46.7 % of our total historical real estate investments as of September 30, 2025. We previously identified 122 hotels with a total of 15,931 keys managed by Sonesta as of December 31, 2024 for disposition in 2025. As of September 30, 2025, we have sold 46 of these hotels with a total of 6,337 keys for a combined sales price of $ 324,852 , excluding closing costs, entered into agreements to sell 75 hotels with a total of 9,472 keys for a combined sales price of $ 634,000 , excluding closing costs, and are marketing one hotel with 122 keys for sale. Upon completion of the hotel sales, we expect to retain 59 hotels managed by Sonesta, or the Retained Hotels. As discussed below, in August 2025, we and Sonesta amended and restated our management agreements for the Retained Hotels managed by Sonesta and waived any termination fees under the existing Sonesta management agreement associated with the sale of the 122 hotels. Prior to August 1, 2025, all of the hotels managed by Sonesta were managed pursuant to a management agreement that was scheduled to expire on January 31, 2037, or the legacy Sonesta agreement, and provided that we would be paid an annual owner’s priority return if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), were sufficient to do so. The legacy Sonesta agreement further provided that we would be paid an additional return equal to 80 % of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding FF&E reserves and paying Sonesta’s incentive fee, if any. 12 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) On August 29, 2025, we entered into new management agreements with Sonesta for each of the Retained Hotels, in each case effective August 1, 2025, or the Retained Hotel agreements. Each Retained Hotel agreement expires on July 31, 2040 and includes two 10-year renewal options at Sonesta’s option. Pursuant to the Retained Hotel agreements, we will pay Sonesta, after payment of hotel operating expenses, a base management fee equal to 3.0 % of gross revenues for full service hotels and 5.0 % for extended stay and select service hotels. Additionally, we are required to pay (i) an incentive fee equal to 20 % of EBITDA, as defined in the Retained Hotel agreements, in excess of the incentive threshold, subject to a cap, commencing with the 2026 calendar year, which has initially been set at $ 194,248 in the aggregate; (ii) a brand promotion fee of 3.5 % of gross room revenues; (iii) a loyalty fee of the greater of (x) 1.0 % of gross room revenues or (y) 4.5 % of qualified room revenue, in the case of full service hotels, 2.5 %, in the case of extended stay hotels, and 3.0 %, in the case of select service hotels; (iv) a centralized service fee equal to $ 1,100 per year for full service hotels and $ 250 per year for extended stay and select service hotels, adjusted annually based on the Consumer Price Index; and (v) a construction management fee of 3.0 % of construction and capital expenditures managed by Sonesta. We have the right to terminate the Retained Hotel agreements for certain events of default, casualty and condemnation events, and if minimum performance thresholds are not met for two consecutive calendar years beginning with the measurement period commencing with the 2028 calendar year. The Retained Hotel agreements are not subject to any pooling, cross-default or other similar contractual arrangement and the legacy Sonesta agreement will remain subject to a pooling agreement and cross-default provisions until the hotels are sold. Our legacy Sonesta agreement and the Retained Hotel agreements are collectively referred to as our Sonesta agreements. We realized returns under our Sonesta agreements of $ 37,209 and $ 54,554 during the three months ended September 30, 2025 and 2024, respectively, and $ 120,896 and $ 157,059 during the nine months ended September 30, 2025 and 2024, respectively. We incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs or brand promotion fees, and third-party reservation transmission fees or centralized service fees of $ 31,575 and $ 31,500 for the three months ended September 30, 2025 and 2024, respectively, and $ 89,734 and $ 91,484 for the nine months ended September 30, 2025 and 2024, respectively, under our Sonesta agreements. These fees and costs are included in hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). In addition, we incurred procurement and construction supervision fees payable to Sonesta pursuant to our legacy Sonesta agreement and construction management fees payable to Sonesta pursuant to our Sonesta agreements of $ 850 and $ 805 for the three months ended September 30, 2025 and 2024, respectively, and $ 2,096 and $ 1,792 for the nine months ended September 30, 2025 and 2024, respectively, which amounts have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets. Our Sonesta agreements require us to fund capital expenditures made at our hotels. We incurred capital expenditures for hotels included in our Sonesta agreements in an aggregate amount of $ 123,075 and $ 182,493 during the nine months ended September 30, 2025 and 2024, respectively. Our annual return equal to the incentive threshold under our Retained Hotel agreements as of September 30, 2025 was $ 195,807 . We owed Sonesta $ 12,669 and $ 18,199 for capital expenditures and other reimbursements at September 30, 2025 and December 31, 2024, respectively. Sonesta owed us $ 12,680 and $ 3,911 in owner’s priority returns and other amounts as of September 30, 2025 and December 31, 2024, respectively. Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets. Our legacy Sonesta agreement requires that 5 % of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the owner’s priority returns due to us. No FF&E escrow deposits were required during either of the three or nine months ended September 30, 2025 or 2024. We are required to maintain minimum working capital for each of our hotels managed by Sonesta and have advanced a fixed amount based on the number of rooms in each hotel to meet the cash needs for hotel operations. As of September 30, 2025 and December 31, 2024, we had advanced $ 40,129 and $ 46,466 , respectively, of initial working capital to Sonesta net of any working capital returned to us on termination of the applicable management agreements in connection with hotels we have sold. These amounts are included in other assets, net and assets of properties held for sale, as applicable, in our condensed consolidated balance sheets. Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreements. See Notes 7 and 11 for further information regarding our relationships, agreements and transactions with Sonesta. 13 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Hyatt Agreement As of September 30, 2025, Hyatt managed 17 of our select service hotels pursuant to a portfolio management agreement that expires on March 31, 2031, or our Hyatt agreement, and provides that, as of September 30, 2025, we are to be paid an annual owner’s priority return of $ 17,400 . Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $ 30,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us that became effective upon substantial completion of planned renovations of the hotels, which occurred in January 2025. We realized returns under our Hyatt agreement of $ 3,262 and $ 2,037 during the three months ended September 30, 2025 and 2024, respectively, and $ 9,652 and $ 4,243 during the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for this period, and we reduced hotel operating expenses by $ 1,869 , to record the guaranteed amount of the shortfall due from Hyatt. The available balance of the guaranty was $ 28,131 as of September 30, 2025. During the nine months ended September 30, 2025 and 2024, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $ 2,388 and $ 25,113 , respectively. Radisson Agreement As of September 30, 2025, Radisson managed seven of our full service hotels pursuant to a portfolio management agreement that expires on July 31, 2031, or our Radisson agreement, and provides that we are to be paid an annual owner’s priority return of $ 10,911 . Radisson has provided us with a $ 22,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us. We realized returns under our Radisson agreement of $ 2,046 and $ 2,160 during the three months ended September 30, 2025 and 2024, respectively, and $ 5,487 and $ 5,400 during the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, 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 we reduced hotel operating expenses by $ 3,084 , to record the guaranteed amount of the shortfalls due from Radisson. The available balance of the guaranty was $ 18,266 as of September 30, 2025. We did not incur any capital expenditures during the nine months ended September 30, 2025 for the hotels included in our Radisson agreement. During the nine months ended September 30, 2024, we incurred capital expenditures of $ 714 for the hotels included in our Radisson agreement, which resulted in an increase in our contractual owner’s priority returns of $ 42 . IHG Agreement Our management agreement with IHG, or our IHG agreement, for one hotel expires on January 31, 2026 and we have an option to extend the term for one year . We realized returns under our IHG agreement of $ 1,819 and $ 1,189 during the three months ended September 30, 2025 and 2024, respectively, and $ 4,838 and $ 4,318 during the nine months ended September 30, 2025 and 2024, respectively. Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses. During the nine months ended September 30, 2025 and 2024, we incurred capital expenditures of $ 1,023 and $ 700 , respectively, for the hotel included in our IHG agreement. We are currently in discussions with IHG regarding a potential extension of this agreement, but there can be no assurance that the agreement will be extended or the terms of such extension. Net Lease Portfolio As of September 30, 2025, we owned 752 service-focused retail net lease properties with an aggregate of 13,185,953 square feet with leases requiring annual minimum rents of $ 388,745 with a weighted (by annual minimum rents) average remaining lease term of 7.5 years. Our net lease properties were 97.3 % occupied and leased by 178 tenants operating under 139 brands in 21 distinct industries. 14 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) TA Leases As of September 30, 2025, TA is our largest tenant, representing 30.4 % of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases that expire in 2033, or our TA leases, subject to TA’s right to extend those leases, and require annual minimum rents of $ 264,262 as of September 30, 2025. TA receives a monthly rent credit totaling $ 25,000 per year over the 10-year initial term of the TA leases as a result of rent it prepaid. Our TA leases are “triple net” leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. TA is required to maintain the leased travel centers, including structural and non-structural components. BP Corporation North America Inc., a subsidiary of BP p.l.c., guarantees payment under each of the TA leases, limited to an aggregate cap which was $ 3,037,475 as of September 30, 2025. We recognized rental income from our TA leases of $ 67,834 for each of the three months ended September 30, 2025 and 2024, and $ 203,502 for each of the nine months ended September 30, 2025 and 2024. Rental income was increased by $ 1,743 and $ 3,039 for the three months ended September 30, 2025 and 2024, respectively, and increased by $ 7,389 and $ 11,233 for the nine months ended September 30, 2025 and 2024, respectively, to record the scheduled rent changes on a straight line basis. As of September 30, 2025 and December 31, 2024, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 51,864 and $ 40,097 , respectively, included in other assets, net in our condensed consolidated balance sheets. Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our net lease properties (excluding TA) of $ 33,360 and $ 32,402 for the three months ended September 30, 2025 and 2024, respectively, which included $ 514 and $ 991 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis, and $ 96,939 and $ 97,210 for the nine months ended September 30, 2025 and 2024, respectively, which included $ 1,429 and $ 3,343 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis. We continually review receivables related to rent, straight line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $ 479 and $ 1,856 for the three and nine months ended September 30, 2025, respectively, based on our assessment of the collectability of rents. We recorded reserves for uncollectable amounts and reduced rental income by $ 515 and $ 1,557 for the three and nine months ended September 30, 2024, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $ 6,235 and $ 5,058 as of September 30, 2025 and December 31, 2024, respectively, included in other assets, net in our condensed consolidated balance sheets. Note 7. Equity Method Investment As of both September 30, 2025 and December 31, 2024, we owned 34 % of Sonesta’s outstanding common stock. We account for our 34 % non-controlling interest in Sonesta under the equity method of accounting. As of September 30, 2025 and December 31, 2024, our investment in Sonesta had a carrying value of $ 113,134 and $ 115,818 , respectively. On the date of acquisition of our initial equity interest in Sonesta (February 27, 2020), the cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total stockholders’ equity book value by an aggregate of $ 8,000 . As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the 15 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) date of our acquisition. We recorded amortization of the basis difference of $ 65 in each of the three months ended September 30, 2025 and 2024, and $ 195 in each of the nine months ended September 30, 2025 and 2024. We recognized earnings of $ 1,600 and $ 2,963 related to our investment in Sonesta for the three months ended September 30, 2025 and 2024, respectively, and losses of $ 2,873 and $ 5,091 for the nine months ended September 30, 2025 and 2024, respectively. These amounts, which include amortization of the basis difference, are included in equity in earnings (losses) of an investee in our condensed 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 condensed consolidated balance sheets and is being amortized on a straight line basis through the initial term of the legacy Sonesta agreement, January 31, 2037, as a reduction to hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). We reduced hotel operating expenses by $ 621 for each of the three months ended September 30, 2025 and 2024 and $ 1,863 for each of the nine months ended September 30, 2025 and 2024 for amortization of this liability. As of September 30, 2025 and December 31, 2024, the unamortized balance of this liability was $ 28,132 and $ 29,995 , respectively. During the three months ended March 31, 2024, we funded a capital contribution to Sonesta of $ 3,392 to support its growth initiatives, including its franchising efforts. We continue to maintain our 34 % ownership in Sonesta after giving effect to this contribution. See Notes 6 and 11 for further information regarding our relationships, agreements and transactions with Sonesta. Note 8. Indebtedness Our principal debt obligations at September 30, 2025 were: (1) $ 3,725,000 aggregate outstanding principal amount of senior unsecured notes; (2) $ 1,580,155 aggregate outstanding principal amount of senior secured notes; (3) $ 605,143 aggregate outstanding principal amount of net lease mortgage notes; and (4) $ 45,000 of outstanding borrowings under our $ 45,000 variable funding note. We had no amounts outstanding under our revolving credit facility as of September 30, 2025. Revolving Credit Facility Our $ 650,000 secured revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to extend the stated maturity date of the facility by two additional six-month periods. 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 September 30, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of September 30, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.74 % and 7.46 %, respectively. The weighted average annual interest rate for borrowings under our revolving credit facility was 6.96 % and 6.95 % f or the three and nine months ended September 30, 2025, respectively. We had no borrowings outstanding under our revolving credit facility for the three or nine months ended September 30, 2024. As of both September 30, 2025 and November 4, 2025, we had no amounts outstanding under our revolving credit facility and $ 650,000 available for borrowings. As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on certain properties. 16 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the minimum fixed charge coverage ratio covenant from 1.50 x to 1.30 x effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50 x minimum fixed charge coverage ratio level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10 % effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys were released from the collateral pool and 35 travel centers leased to TA, which we refer to as TA Lease No. 5, were added as collateral to our revolving credit facility. Of the 47 hotels released from the collateral pool, 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $ 650,093 at the time of the amendment are part of our disposition plan. The collateral swap was completed in May 2025. As of September 30, 2025, our revolving credit facility was secured by 55 properties, including 17 hotels and 38 net lease properties, with an aggregate undepreciated book value of $ 894,032 . Our debt agreements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business manager. Our debt agreements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Borrowings under our revolving credit facility are subject to meeting ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. Senior Secured Notes Issuance In September 2025, we issued $ 580,155 in aggregate principal amount at maturity of zero coupon senior secured notes due 2027 in a private offering, raising net proceeds of approximately $ 490,000 , after giving effect to original issue discount and deducting the initial purchasers’ discount and estimated transaction fees and expenses. These notes are fully and unconditionally guaranteed on a joint and several basis by (i) newly formed wholly owned subsidiaries, or the TA Landlord Subsidiaries, that are the landlords with respect to a portfolio of our properties leased to TA, which we refer to as TA Lease No. 2, and (ii) all of our subsidiaries that guarantee our existing senior unsecured notes. These notes are secured by first-priority liens on the equity interests of subsidiaries that own and lease 36 of our travel center properties with an undepreciated carrying value of $ 416,952 as of September 30, 2025. These notes require no cash interest payments to accrue prior to maturity. The accreted value of these notes will increase at a rate of 7.50 % per annum compounded semiannually on March 30 and September 30 of each year. We have a one-time option to extend the maturity date of these notes by one year, subject to the satisfaction of certain conditions and the payment of an extension fee. Redemption of Senior Unsecured Notes In September 2025, we redeemed at par all of our outstanding 5.25 % senior unsecured notes due 2026 for a redemption price equal to the principal amount of $ 350,000 , plus accrued and unpaid interest to but excluding the date of redemption. As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 529 during the nine months ended September 30, 2025, which represented the write-off of unamortized discounts and issuance costs related to these notes. In October 2025, we redeemed all $ 450,000 of our outstanding 4.75 % senior unsecured notes due 2026 for a redemption price equal to the principal amount plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium of $ 1,796 . 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. Our net lease mortgage notes are summarized below: 17 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Note Class Principal Outstanding as of September 30, 2025 Coupon Rate Initial Term (in years) Maturity Class A $ 301,060 5.15 % 5 February 2028 Class B 171,883 5.55 % 5 February 2028 Class C 132,200 6.70 % 5 February 2028 Total / weighted average $ 605,143 5.60 % The Class A notes and the Class B notes require monthly principal repayments at an annualized rate of 0.50 % and 0.25 % of the balance outstanding, respectively, and the Class C notes require interest payments only, with balloon payments due at maturity. The notes mature in February 2028 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in February 2026. The notes are non-recourse and, as of September 30, 2025, were secured by 314 retail net lease properties owned by the Issuer. During the nine months ended September 30, 2025, the Issuer sold one retail net lease property that served as collateral under the notes. In connection with its sale, the property was released from the collateral pool in accordance with the terms of the agreement. As of September 30, 2025, the current leases relating to the 314 properties required annual minimum rents of $ 66,509 and had an aggregate undepreciated book value of $ 751,442 . On January 27, 2025, the Issuer issued a variable funding note, or the VFN, secured by the 314 net lease properties that secure our existing $ 605,143 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. As of September 30, 2025, the annual interest rate payable on borrowings under the VFN was 5.73 %. The weighted average annual interest rate for borrowings under the VFN was 6.00 % and 6.03 % for the three and nine months ended September 30, 2025, respectively. As of both September 30, 2025 and November 4, 2025, we had $ 45,000 outstanding under the VFN. Note 9. Shareholders’ Equity Share Awards On March 26, 2025, in accordance with our Trustee compensation arrangements, we awarded 32,490 of our common shares, valued at $ 2.77 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, in connection with the appointment of one of our Managing Trustees as part of his annual compensation. On June 13, 2025, in accordance with our Trustee compensation arrangements, we awarded 40,425 of our common shares valued at $ 2.35 per common share, the closing price of our common shares on Nasdaq on that day to each of our seven Trustees as part of their annual compensation. On September 9, 2025, we awarded under our equity compensation plan an aggregate of 1,432,396 of our common shares, valued at $ 2.85 per share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of RMR and certain employees of Sonesta. Share Purchases During the nine months ended September 30, 2025, we purchased an aggregate of 232,958 of our common shares, valued at $ 2.73 per common share, from current officers of ours and certain other current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates. 18 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Distributions During the nine months ended September 30, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows: Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions January 16, 2025 January 27, 2025 February 20, 2025 $ 0.01 $ 1,666 April 10, 2025 April 22, 2025 May 15, 2025 0.01 1,667 July 10, 2025 July 21, 2025 August 14, 2025 0.01 1,669 $ 0.03 $ 5,002 On October 9, 2025, we declared a regular quarterly distribution to common shareholders of record as of October 27, 2025 of $ 0.01 per common share, or approximately $ 1,681 . We expect to pay this distribution on or about November 13, 2025. Cumulative Other Comprehensive Income (Loss) Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta. See Notes 6, 7 and 11 for further information regarding this investment. Note 10. Business and Property Management Agreements with RMR We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR to manage from time to time. We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s 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. For the three and nine months ended September 30, 2025 and 2024, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows: Financial Statement Three Months Ended September 30, Nine Months Ended September 30, Line Item 2025 2024 2025 2024 Pursuant to business management agreement: Net business management fees (1) General and administrative $ 7,576 $ 7,411 $ 21,406 $ 22,608 Pursuant to property management agreement: Property management fees Net lease operating expenses $ 2,162 $ 1,514 $ 6,359 $ 4,503 Construction supervision fees Buildings, improvements and equipment (2) 401 1,540 1,523 4,570 $ 2,563 $ 3,054 $ 7,882 $ 9,073 Expense reimbursement Net lease operating expenses, general and administrative and buildings, improvements and equipment (2) $ 1,241 $ 1,080 $ 3,541 $ 3,206 19 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) (1) The net business management fees we recognized for each of the three and nine months ended September 30, 2025 and 2024, reflect a reduction of $ 896 and $ 2,689 , respectively, for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc. (2) Amounts capitalized as buildings, improvements and equipment are depreciated over the estimated useful lives of the related assets. Based on our common share total return, as defined in our business management agreement, as of September 30, 2025, no incentive fees are included in the net business management fees we recognized for the three and nine months ended September 30, 2025. The actual amount of annual incentive fees for 2025, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2025, and will be payable in January 2026. We did not incur an incentive fee payable to RMR for the year ended December 31, 2024. 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. Note 11. Related Person Transactions We have relationships and historical and continuing transactions with 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. RMR is a majority owned subsidiary 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., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher Bilotto, our other Managing Trustee and our President and Chief Executive Officer since March 2025, also serves as an officer and employee of RMR. John Murray, our former Managing Trustee and 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. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including certain of our officers, serve as managing trustees or officers of certain of these companies. Our Manager, RMR We have two agreements with RMR to provide management services to us. See Note 10 for further information regarding our management agreements with RMR. Sonesta Sonesta is a private company of which Adam Portnoy, one of our Managing Trustees, is a director and the controlling shareholder. One of Sonesta’s other directors and president and chief executive officer was our other Managing Trustee until March 2025, 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 September 30, 2025, we owned 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 135 of our hotels. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta. For further information about these and certain other such relationships and certain other related person transactions, refer to our 2024 Annual Report. 20 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Note 12. Income Taxes We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, or the IRC, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT. During the three months ended September 30, 2025, we recognized income tax expense of $ 253 , which includes $ 1 of state tax expense and $ 252 of foreign tax expense. During the three months ended September 30, 2024, we recognized an income tax benefit of $ 77 , which includes $ 50 of state tax benefit and $ 27 of foreign tax benefit. During the nine months ended September 30, 2025, we recognized income tax expense of $ 1,553 , which includes $ 501 of state tax expense and $ 1,052 of foreign tax expense. During the nine months ended September 30, 2024, we recognized income tax expense of $ 1,454 , which includes $ 659 of state tax expense and $ 795 of foreign tax expense. Note 13. Segment Information Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or CODM, reviews the operating results to allocate resources and assess segment performance. The CODM is our President and Chief Executive Officer. Our two reportable segments are 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 to our consolidated financial statements included in our 2024 Annual Report. The tables below present information about our segments. 21 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Three Months Ended September 30, 2025 Hotels Net Lease Total Revenues: Hotel operating revenues $ 377,576 $ — $ 377,576 Rental income — 101,194 101,194 Total revenues 377,576 101,194 478,770 Less (plus): Labor and benefits (1) 145,800 852 146,652 Management fees 14,204 2,162 16,366 Real estate taxes and insurance 30,665 710 31,375 Other operating expenses (2) 137,689 1,512 139,201 Depreciation and amortization 40,298 34,155 74,453 Interest expense — 12,411 12,411 Other segment items (3) 2,011 2,186 4,197 Segment profit 6,909 47,206 54,115 Reconciliation of segment profit: General and administrative ( 11,057 ) Transaction costs ( 222 ) Interest income 4,766 Interest expense ( 95,365 ) Loss on early extinguishment of debt, net ( 529 ) Income tax expense ( 253 ) Equity in earnings of an investee 1,600 Net loss $ ( 46,945 ) Nine Months Ended September 30, 2025 Hotels Net Lease Total Revenues: Hotel operating revenues $ 1,116,944 $ — $ 1,116,944 Rental income — 300,441 300,441 Total revenues 1,116,944 300,441 1,417,385 Less (plus): Labor and benefits (1) 430,675 2,530 433,205 Management fees 41,802 6,359 48,161 Real estate taxes and insurance 89,452 2,169 91,621 Other operating expenses (2) 401,182 5,245 406,427 Depreciation and amortization 132,495 106,088 238,583 Interest expense — 37,084 37,084 Other segment items (3) 53,982 5,508 59,490 Segment (loss) profit ( 32,644 ) 135,458 102,814 Reconciliation of segment profit or loss: General and administrative ( 30,831 ) Transaction costs ( 251 ) Interest income 6,572 Interest expense ( 274,888 ) Loss on early extinguishment of debt, net ( 529 ) Income tax expense ( 1,553 ) Equity in losses of an investee ( 2,873 ) Net loss $ ( 201,539 ) (1) Labor and benefits for our net lease investments segment include expense reimbursements as discussed in Note 10. 22 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) (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. 23 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Three Months Ended September 30, 2024 Hotels Net Lease Total Revenues: Hotel operating revenues $ 390,935 $ — $ 390,935 Rental income — 100,236 100,236 Total revenues 390,935 100,236 491,171 Less (plus): Labor and benefits (1) 144,782 972 145,754 Management fees 14,391 1,523 15,914 Real estate taxes and insurance 26,455 834 27,289 Other operating expenses (2) 142,907 1,462 144,369 Depreciation and amortization 52,762 36,243 89,005 Interest expense — 11,583 11,583 Other segment items (3) 697 8,827 9,524 Segment profit 8,941 38,792 47,733 Reconciliation of segment profit or loss: General and administrative ( 10,472 ) Interest income 474 Interest expense ( 87,543 ) Loss on early extinguishment of debt, net ( 133 ) Income tax benefit 77 Equity in earnings of an investee 2,963 Net loss $ ( 46,901 ) Nine Months Ended September 30, 2024 Hotels Net Lease Total Revenues: Hotel operating revenues $ 1,139,657 $ — $ 1,139,657 Rental income — 300,712 300,712 Total revenues 1,139,657 300,712 1,440,369 Less (plus): Labor and benefits (1) 423,286 2,921 426,207 Management fees 41,746 4,512 46,258 Real estate taxes and insurance 91,262 2,510 93,772 Other operating expenses (2) 405,574 4,529 410,103 Depreciation and amortization 163,237 114,549 277,786 Interest expense — 34,540 34,540 Other segment items (3) 34,540 15,052 49,592 Segment (loss) profit ( 19,988 ) 122,099 102,111 Reconciliation of segment profit or loss: General and administrative ( 31,659 ) Interest income 2,990 Interest expense ( 249,850 ) Loss on early extinguishment of debt, net ( 16,181 ) Income tax expense ( 1,454 ) Equity in losses of an investee ( 5,091 ) Net loss $ ( 199,134 ) (1) Labor and benefits for our net lease investments segment include expense reimbursements as discussed in Note 10. (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. 24 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) (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. As of September 30, 2025 As of December 31, 2024 Assets: Hotels $ 3,534,473 $ 3,897,132 Net Lease 2,891,166 2,942,585 Corporate 554,685 279,841 Total assets $ 6,980,324 $ 7,119,558 Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Capital expenditures: Hotels $ 46,271 $ 79,868 $ 130,233 $ 213,498 Net Lease 449 2,116 1,431 3,610 Total capital expenditures $ 46,720 $ 81,984 $ 131,664 $ 217,108 25 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) (unaudited) Note 14. Fair Value of Assets and Liabilities The table below presents certain of our assets carried at fair value at September 30, 2025, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset. Fair Value at Reporting Date Using Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Non-recurring Fair Value Measurement Assets: Assets of properties held for sale (1) $ 166,957 $ — $ 166,957 $ — (1) We recorded impairment charges totaling $ 7,530 during the nine months ended September 30, 2025, to reduce the carrying value of 17 hotels and one net lease property in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 938 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP). In addition to the assets included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, VFN, net lease mortgage notes, senior notes and security deposits. At September 30, 2025 and December 31, 2024, the fair values of these financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short-term nature or floating interest rates, except as follows: September 30, 2025 December 31, 2024 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Senior Unsecured Notes, due 2026 at 5.25 % $ — $ — $ 348,730 $ 339,889 Senior Unsecured Notes, due 2026 at 4.75 % 449,410 450,756 448,957 425,237 Senior Unsecured Notes, due 2027 at 4.95 % 398,985 398,492 398,428 373,796 Senior Guaranteed Unsecured Notes, due 2027 at 5.50 % 447,590 441,711 446,758 420,809 Senior Secured Notes, due 2027 at zero coupon 491,763 511,424 — — Net Lease Mortgage Notes, due 2028 at 5.60 % 575,835 597,897 568,283 585,236 Senior Unsecured Notes, due 2028 at 3.95 % 397,362 374,348 396,505 335,056 Senior Guaranteed Unsecured Notes, due 2029 at 8.375 % 685,791 710,759 682,934 676,725 Senior Unsecured Notes, due 2029 at 4.95 % 421,860 374,574 421,269 338,071 Senior Unsecured Notes, due 2030 at 4.375 % 395,037 339,992 394,189 301,752 Senior Secured Notes, due 2031 at 8.625 % 975,112 1,064,690 972,073 1,040,590 Senior Guaranteed Unsecured Notes, due 2032 at 8.875 % 484,323 502,810 482,577 462,755 Total financial liabilities $ 5,723,068 $ 5,767,453 $ 5,560,703 $ 5,299,916 (1) Carrying value includes unamortized discounts, premiums and certain debt issuance costs. At September 30, 2025 and December 31, 2024, we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). At September 30, 2025 and December 31, 2024, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement dates (Level 3 inputs). As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value. 26 Table of Contents