What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 543 added, 453 removed, 1251 unchanged (44% of the section changed)

Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Managing Trustees, our President and Chief Investment Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act.

Based upon that evaluation, our Managing Trustees, our President and Chief Investment Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act.

Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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We are responsible for establishing and maintaining adequate internal control over financial reporting.

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

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.

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

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Equity Compensation Plan Information.

We may grant common shares to our officers, other employees of RMR and officers or employees of Sonesta under our Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan.

We may grant common shares to our officers, other employees of RMR and officers or employees of Sonesta under our Second Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan.

In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2012 Plan.

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Equity compensation plans approved by securityholders — 2012 Plan None.

1,661,921 (1)

Equity compensation plans not approved by securityholders None.

1,661,921 (1)

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

Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan.

Share awards that are forfeited will be added to the common shares available for issuance under the 2012 Plan.

Payments by us to our officers, other employees of RMR and officers or employees of Sonesta are described in Notes 7 and 9 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2016.)

4.3 Second Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S.

Bank National Association, relating to the Company’s 5.25% Senior Notes due 2026, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2016.)

4.3 Third Supplemental Indenture, dated as of January 13, 2017, between the Company and U.S.

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

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

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

Bank National Association), relating to the Company’s 4.750% Senior Notes due 2026, including form thereof.

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

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

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

4.13 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc., HPTMI Properties Trust and Royal Sonesta, Inc., 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, 2025.)

4.14 Eleventh Supplemental Indenture, dated as of June 3, 2024, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

1 unchanged sentence

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

4.15 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc., HPTMI Properties Trust and Royal Sonesta, Inc., and U.S.

Bank Trust Company, National Association, relating to the Company’s 8.375% Senior Guaranteed Unsecured Notes due 2029.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.)

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.

1 unchanged sentence

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

4.17 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc., HPTMI Properties Trust and Royal Sonesta, Inc., and U.S.

Bank Trust Company, National Association, relating to the Company’s 8.875% Senior Guaranteed Unsecured Notes due 2032.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.)

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

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

4.20 Supplemental Indenture, dated as of June 27, 2025, among the Company, HPT Cambridge LLC, HPTMI Hawaii, Inc., HPTMI Properties Trust and Royal Sonesta, Inc., 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 June 30, 2025.)

4.21 Indenture, dated as of September 23, 2025, between the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

Bank Trust Company, National Association, relating to the Company’s Senior Secured Notes due 2027, including form thereof.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 24, 2025.)

4.22 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.

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4.23 Description of Securities.

(Filed herewith.)

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.)

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

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

10.3 Second Amendment to Second Amended and Restated Business Management Agreement, effective as of January 1, 2026, between the Company and The RMR Group LLC.

(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 5, 2026.)

10.4 Third Amended and Restated Property Management Agreement, dated as of June 22, 2021, between the Company and The RMR Group LLC.

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

10.4 Service Properties Trust Amended and Restated 2012 Equity Compensation Plan.

10.5 Service Properties Trust Second Amended and Restated 2012 Equity Compensation Plan.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2025.)

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10.9 Form of Indemnification Agreement.

(+) (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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.)

10.10 Third Amended and Restated Credit Agreement, dated as of June 29, 2023, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.

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10.14 Third Amendment to Third Amended and Restated Credit Agreement, dated as of February 25, 2025, among the Company, Wells Fargo Bank, National Association, as administrative agent, and each of the other institutions party thereto.

(Filed herewith.)

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.)

10.15 Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of May 30, 2025, 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 June 30, 2025.)

10.16 Amended and Restated Pledge Agreement, dated as of June 29, 2023, between the Company, certain of its direct and indirect subsidiaries and Wells Fargo Bank, National Association.

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

10.15 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.)

10.17 Pledge Supplement No.

1, dated as of May 30, 2025, among Highway Ventures Borrower LLC and Highway Ventures Properties Trust, and Wells Fargo Bank, National Association.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.)

10.18 Pledge Interest Release Letter, dated as of May 30, 2025, between the Company and Wells Fargo Bank, National Association.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.)

10.19 Release of Certain Guarantors, dated as of June 27, 2025, by U.S.

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

Bank National Association).

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.)

10.20 Release of Certain Guarantors, dated as of June 27, 2025, 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 June 30, 2025.)

10.21 Release of Certain Guarantors, dated as of June 27, 2025, 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 June 30, 2025.)

10.22 Release of Certain Guarantors, dated as of June 27, 2025, 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 June 30, 2025.)

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

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(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.)

10.18 Representative Form of Amended and Restated Management Agreement among Sonesta International Hotels Corporation, Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc.

and HRP TRS MRP, Inc.

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

10.25 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).

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

(Updated schedules thereto filed herewith.)

10.26 Representative Form of Amended and Restated Management Agreement among Sonesta International Hotels Corporation, Cambridge TRS, Inc., HPT CY TRS, Inc., HPT TRS IHG-2, Inc.

and HRP TRS MRP, Inc.

(Sale Hotels).

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

10.27 Representative Form of Management Agreement between Sonesta International Hotels Corporation and certain of its subsidiaries and certain subsidiaries of the Company (Retained Hotels).

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 2, 2025.) (Schedule of applicable agreements incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.)

10.28 Third Amended and Restated Lease Agreement No.

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(Filed herewith.)

31.3 Rule 13a-14(a) Certification.

(Filed herewith.)

31.4 Rule 13a-14(a) Certification.

(Filed herewith.)

32.1 Section 1350 Certification.

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(+) Management contract or compensatory plan or arrangement.

(†) This document was previously filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025, and is being refiled to correct a scrivener’s error.

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Service Properties Trust (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of Service Properties Trust (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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If indicators of impairment are identified for any real estate asset, the Company evaluates the recoverability of that real estate asset by comparing undiscounted future cash flows expected to be generated by the real estate asset over the Company’s expected remaining hold period to the respective carrying amount.

The Company’s undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates.

We identified the impairment of real estate assets as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate assets.

This required a high degree of auditor judgment and an

increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents and hotel performance, and terminal capitalization rates within management’s undiscounted future cash flows analysis which are sensitive to future market or industry considerations.

How the Critical Audit Matter Was Addressed in the Audit

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• We tested the effectiveness of controls over management’s evaluation of the recoverability of real estate property assets, including the key assumptions utilized in estimating the undiscounted future cash flows.

• We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate asset or group of assets with impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit.

• We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents and hotel performance, and terminal capitalization rates for each real estate asset or group of assets with impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management’s projections to external market sources and evidence obtained in other areas of our audit.

• We evaluated the reasonableness of management’s undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate asset or group of assets with indicators of impairment.

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Acquired real estate leases and other intangibles, net 100,044 107,956

Assets held for sale 43,101 10,500

Assets of properties held for sale 94,366 43,101

Cash and cash equivalents 346,813 143,482

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LIABILITIES AND SHAREHOLDERS’ EQUITY

Revolving credit facility $ 150,000 $ —

Senior secured notes, net 972,073 968,017

Senior unsecured notes, net 4,020,347 3,993,327

Mortgage notes payable, net 568,283 558,876

Unsecured debt, net $ 3,233,683 $ 4,020,347

Secured debt, net 2,100,745 1,690,356

Accounts payable and other liabilities 458,908 532,522

Due to related persons 46,791 24,118

Liabilities of properties held for sale 5,329 342

Total liabilities 5,845,456 6,267,685

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Transaction related costs 14,698 6,894 ( 1,623 )

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

Loss on asset impairment 81,889 56,212 9,544

Total expenses 1,700,356 1,769,101 1,678,947

Gain on sale of real estate, net 84,218 6,269 43,239

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

Gain on equity securities — — 48,837

Interest income 8,998 4,052 20,979

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Loss on early extinguishment of debt, net ( 2,897 ) ( 16,181 ) ( 1,524 )

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

Loss before income tax benefit (expense) and equity in losses of an investee ( 208,813 ) ( 261,825 ) ( 29,895 )

Income tax benefit (expense) 10,717 ( 1,402 ) 1,498

Equity in losses of an investee ( 4,225 ) ( 12,299 ) ( 4,382 )

Net loss ( 202,321 ) ( 275,526 ) ( 32,779 )

Other comprehensive (loss) income:

Equity interest in investee’s unrealized (losses) gains ( 453 ) ( 65 ) 1,604

Other comprehensive (loss) income ( 453 ) ( 65 ) 1,604

Other comprehensive income (loss):

Equity interest in investee’s unrealized gains (losses) 203 ( 453 ) ( 65 )

Other comprehensive income (loss) 203 ( 453 ) ( 65 )

Comprehensive loss $ ( 202,118 ) $ ( 275,979 ) $ ( 32,844 )

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

Equity interest in investee’s unrealized gains

— — — — — 1,604 1,604

Equity interest in investee’s unrealized losses — — — — — ( 65 ) ( 65 )

Common share grants 438,000 4 — 3,478 — — 3,482

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Net loss — — — — ( 202,321 ) — ( 202,321 )

Equity interest in investee’s unrealized losses

— — — — — ( 453 ) ( 453 )

Equity interest in investee’s unrealized gains — — — — — 203 203

Common share grants 1,747,861 17 — 3,746 — — 3,763

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Loss on early extinguishment of debt, net 2,897 16,181 1,524

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

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

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

Loss on asset impairment 81,889 56,212 9,544

Gain on equity securities — — ( 48,837 )

Equity in losses of an investee 4,225 12,299 4,382

Gain on sale of real estate, net ( 84,218 ) ( 6,269 ) ( 43,239 )

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Cash flows from investing activities:

Acquisition of real estate properties — ( 165,866 ) ( 2,766 )

Real estate improvements ( 224,833 ) ( 303,600 ) ( 200,894 )

Hotel managers’ purchases with restricted cash ( 4,579 ) ( 6,375 ) ( 5,407 )

Proceeds from sale of TravelCenters of America Inc.

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Proceeds from sale of tradenames and trademarks — — 89,400

Real estate improvements ( 303,600 ) ( 200,894 ) ( 103,646 )

Hotel managers’ purchases with restricted cash ( 6,375 ) ( 5,407 ) ( 4,952 )

Real estate acquisitions and deposits ( 94,922 ) — ( 165,866 )

Net proceeds from sale of real estate 853,046 102,382 156,432

Investment in Sonesta — ( 15,266 ) ( 5,134 )

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

Net cash provided by (used in) investing activities 528,712 ( 222,859 ) ( 29,577 )

Cash flows from financing activities:

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Proceeds from senior secured notes, net of discounts 492,499 — 985,900

Proceeds from senior unsecured notes, net of discounts — 1,165,007 —

Repayment of senior unsecured notes ( 801,796 ) ( 1,162,653 ) ( 1,675,000 )

Borrowings under variable funding note 45,000 — —

Borrowings under revolving credit facility 765,000 160,000 —

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Distributions to common shareholders ( 6,683 ) ( 101,150 ) ( 132,430 )

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 )

Net cash (used in) provided by financing activities ( 431,818 ) 43,024 ( 303,562 )

Increase (decrease) in cash and cash equivalents and restricted cash

214,702 ( 40,444 ) 152,410

Cash and cash equivalents and restricted cash at beginning of year 157,386 197,830 45,420

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2025 2024 2023

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 consolidated balance sheets to the amounts shown in the consolidated statements of cash flows:

Cash and cash equivalents $ 143,482 $ 180,119 $ 38,369

Restricted cash 13,904 17,711 7,051

Total cash and cash equivalents and restricted cash $ 157,386 $ 197,830 $ 45,420

Supplemental cash flow information:

Cash paid for interest $ 379,566 $ 366,194 $ 314,323

Cash paid for income taxes $ 4,190 $ 1,365 $ 1,643

Cash (refunded) paid for income taxes $ ( 639 ) $ 4,190 $ 1,365

Non-cash investing activities:

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

Supplemental disclosure of cash and cash equivalents and restricted cash:

As of December 31,

2025 2024 2023

Cash and cash equivalents $ 346,813 $ 143,482 $ 180,119

Restricted cash 25,275 13,904 17,711

Total cash and cash equivalents and restricted cash $ 372,088 $ 157,386 $ 197,830

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

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(dollars in thousands, except per share amounts)

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 December 31, 2024, we owned, directly and through our subsidiaries, 206 hotels and 742 service-focused retail net lease properties.

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

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).

Service Properties Trust, or SVC, 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 service-focused retail net lease properties and hotels.

At December 31, 2025, we owned, directly and through our subsidiaries, 760 service-focused retail net lease properties and 94 hotels.

At December 31, 2025, our 760 service-focused retail net lease properties were leased by 181 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.

At December 31, 2025, all 94 of our hotels were managed by subsidiaries of the following companies:

Sonesta Holdco Corporation or collectively with its subsidiaries, Sonesta ( 69 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( seven hotels), and InterContinental Hotels Group, plc, or IHG ( one hotel).

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

Summary of Significant Accounting Policies

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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 $ 144,079 and $ 142,789 as of December 31, 2024 and 2023, respectively, and consist primarily of our TRS’s investment in Sonesta’s common stock and amounts due from and working capital advances to certain of our hotel managers.

The assets of our TRSs were $ 122,004 and $ 144,079 as of December 31, 2025 and 2024, respectively, and consist primarily of our TRS’s investment in Sonesta’s common stock and working capital advances to certain of our hotel managers.

The liabilities of our TRSs were $ 57,846 and $ 78,749 as of December 31, 2025 and 2024, respectively, and consist primarily of amounts payable to certain of our hotel managers.

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Actual results could differ from those estimates.

Significant estimates in our 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.

Estimates in our 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.

Real Estate Properties.

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

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.

During the years ended December 31, 2025, 2024 and 2023, we recorded $ 81,889 , $ 56,212 and $ 9,544 , respectively, of losses on asset impairment 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.

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Below market operating leases, net of accumulated amortization of $ 720 and $ 656 , respectively

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.

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Debt issuance costs, net of accumulated amortization, for our revolving credit facility are included in other assets, net in our consolidated balance sheets.

As of December 31, 2024 and 2023, debt issuance costs for our revolving credit facility were $ 13,190 and $ 12,379 , respectively, and accumulated amortization of debt issuance costs for our revolving credit facility were $ 4,958 and $ 1,502 , respectively.

As of December 31, 2025 and 2024, debt issuance costs for our revolving credit facility and our variable funding note, or the VFN, were $ 19,314 and $ 13,190 , respectively, and accumulated amortization of debt issuance costs for our revolving credit facility and the VFN were $ 11,607 and $ 4,958 , respectively.

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, 2025 and 2024, debt issuance costs, net of accumulated amortization, were $ 43,451 and $ 44,083 , respectively, for our senior notes, and $ 12,161 and $ 17,618 , 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:

Future amortization of debt issuance costs to be recognized with respect to our revolving credit facility, the VFN, our senior notes and our net lease mortgage notes as of December 31, 2025, are as follows:

2026 $ 24,164

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Portnoy, one of our Managing Trustees who also serves as one of Sonesta’s directors, is the controlling shareholder.

One of Sonesta’s other directors is our other Managing Trustee, and Sonesta’s other director serves as The RMR Group LLC, or RMR’s, and The RMR Group Inc., or RMR Inc.’s, executive vice president, general counsel and secretary and as our Secretary.

One of Sonesta’s other directors is our former Managing Trustee.

Certain of Sonesta’s officers are officers of RMR.

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Equity Securities.

We record equity securities at fair value based on their quoted market price at the end of each reporting period.

We recorded our former investment in equity securities at fair value based on their quoted market price at the end of each reporting period.

Changes in the fair value of our equity securities are recorded through earnings in accordance with FASB Accounting Standards Update, or ASU, No.

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

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.

We increased rental income by $ 11,222 , $ 18,541 and $ 13,165 during the years ended December 31, 2025, 2024 and 2023, respectively, to record scheduled rent changes under certain of our leases on a straight line basis.

Other assets, net includes $ 98,729 and $ 81,574 of straight line rent receivables at December 31, 2025 and 2024, respectively.

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We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method.

Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.

For the years ended December 31, 2024, 2023 and 2022, there were no dilutive common shares and certain unvested common shares were not included in the calculation of diluted earnings per share because to do so would have been antidilutive.

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 years ended December 31, 2025, 2024 and 2023, 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.

Segment Information.

As of December 31, 2025, we had two reportable segments:

hotel investments and net lease investments.

net lease investments and hotel investments.

Income Taxes.

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New Accounting Pronouncements.

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

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , or ASU No.

2023-07, which requires public entities to:

(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, 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.

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.

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

2023-09, Income Taxes (Topic 740):

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(i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction.

2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements.

2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We adopted the new standard prospectively effective December 31, 2025.

As a result, we have included additional information related to the required disclosures in Note 10 to our consolidated financial statements.

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 No.

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.

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 No.

2023-09 will have on our consolidated financial statements and disclosures.

2024-03 will have on our consolidated financial statements.

SERVICE PROPERTIES TRUST

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(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

As of December 31, 2024, we owned 206 hotels with an aggregate of 35,871 rooms or suites and 742 service-focused retail net lease properties with an aggregate of 13,292,519 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.

As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13,601,902 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, and 94 hotels with an aggregate of 21,243 rooms or suites.

Our properties had an aggregate undepreciated carrying value of $ 8,102,783 , including $ 153,751 related to properties classified as held for sale as of December 31, 2025.

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We funded capital improvements to certain of our properties of $ 236,920 , $ 302,892 and $ 235,530 during 2025, 2024 and 2023, respectively.

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.

At December 31, 2025, 13 of our net lease properties and eight of our hotels 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 net lease and hotel properties is approximately 18 years (range of six years to 39 years) and 37 years (range of nine years to 62 years), respectively.

Ground rent payable under the ground leases for our net lease properties is generally a fixed amount, averaging $ 519 per year.

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

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future rent under one ground lease has been prepaid.

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.

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

However, if a tenant or a hotel manager 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.

Our allocation of the purchase price for each of our acquisitions in 2023 and 2022, based on the estimated fair value of the acquired assets and assumed liabilities, is presented in the table below.

We accounted for these transactions as acquisitions of assets.

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

During the year ended December 31, 2025, we acquired 29 net lease properties with a total of 283,759 square feet for a combined purchase price of $ 93,743 , excluding closing costs.

We did not acquire any properties during the year ended December 31, 2024, and during the year ended December 31, 2023, we acquired one hotel with a total of 250 keys for a purchase price of 165,400 , excluding closing costs.

We accounted for the transactions as acquisitions of assets and allocated the purchase price based on the estimated fair value of the assets acquired as follows:

Property Type Number of Properties Square Feet / Rooms or Suites Purchase Price (1)

Land Buildings, Improvements and Equipment Acquired Real Estate Leases

Properties acquired during the year ended December 31, 2025:

June 1, 2023 Miami Beach, FL Hotel 250 $ 165,866 $ 83,200 $ 77,987 $ 4,679

Net Lease 29 283,759 $ 94,552 $ 21,880 $ 58,755 $ 13,917

Properties acquired during the year ended December 31, 2023:

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

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

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.

Hotel 1 250 $ 165,866 $ 83,200 $ 82,666 $ —

(1) Purchase price is the net contract price, plus closing costs of $ 809 and $ 466 for the years ended December 31, 2025 and 2023, respectively.

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(dollars in thousands, except per share amounts)

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.

From January 1, 2026 through February 23, 2026, we acquired three net lease properties with a total of 8,788 square feet for a combined purchase price of $ 7,398 , excluding closing costs.

During the years ended December 31, 2025, 2024 and 2023, we sold 123 , 25 and 31 properties, respectively, for a combined sales price of $ 878,343 , $ 105,862 and $ 170,325 , respectively, 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 consolidated statements of comprehensive income (loss).

Property Type Number of Properties Rooms or Suites / Square Feet Gross Sales Price (1)

Property Type Number of Properties Square Feet / Rooms or Suite Gross Sales Price (1)

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

Loss on Impairment of Real Estate, net (3)

Loss on Impairment of Real Estate (3)

Properties sold during the year ended December 31, 2025:

Hotels 15 1,910 $ 97,315 $ 9,509 $ 29,734

Net Lease 11 324,402 $ 19,591 $ ( 1,329 ) $ 4,277

Hotels 112 14,631 858,752 85,547 77,511

123 324,402 / 14,631

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Properties sold during the year ended December 31, 2024:

Hotels 18 2,526 $ 157,230 $ 41,861 $ —

Net Lease 10 96,929 $ 8,547 $ ( 3,240 ) $ 3,936

Hotels 15 1,910 97,315 9,509 29,734

25 96,929 / 1,910

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Properties sold during the year ended December 31, 2023:

Hotels 65 8,296 $ 543,413 $ 48,202 $ 4,510

Net Lease 13 160,310 $ 13,095 $ 1,378 $ 6,338

Hotels 18 2,526 157,230 41,861 —

31 160,310 / 2,526

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(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.

(2) 2025 includes a gain of $ 84 related to an eminent domain land taking at one of our travel centers.

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

(3) We also recorded impairment of $ 101 , $ 22,542 and $ 3,206 during the years ended December 31, 2025, 2024 and 2023, 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, 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 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

As of December 31, 2024, we owned 206 hotels included in four operating agreements and 742 service-focused retail properties net leased to 177 tenants.

We do not operate any of our properties.

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

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Hotel Agreements

Sonesta Agreement.

As of December 31, 2024, Sonesta managed 39 of our full service hotels, 100 of our extended stay hotels and 42 of our select service hotels pursuant to management agreements for all of the hotels, which we collectively refer to as our Sonesta agreement.

The hotels Sonesta managed for us comprised approximately 50.0 % of our total historical real estate investments.

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

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.

Our Sonesta agreement, which expires on January 31, 2037 and includes two 15 -year renewal options, provides that we are 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), are sufficient to do so.

The Sonesta agreement further provides that we are 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 applicable.

We do not have any security deposits or guarantees for our Sonesta hotels.

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.

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 .

We owed Sonesta $ 18,199 and $ 13,300 for capital expenditures and other reimbursements as of December 31, 2024 and 2023, respectively.

Sonesta owed us $ 3,911 and $ 6,376 in owner’s priority returns and other amounts as of December 31, 2024 and 2023, 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 consolidated balance sheets.

Our 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 any of the years ended December 31, 2024, 2023 or 2022.

Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs and third-party reservation transmission fees of $ 119,628 , $ 118,146 and $ 114,563 for the years ended December 31, 2024, 2023 and 2022, respectively.

These fees and costs are included in hotel operating expenses in our consolidated statements of comprehensive income (loss).

In addition, we incurred procurement and construction supervision fees payable to Sonesta of $ 2,877 and $ 1,791 for the years ended December 31, 2024 and 2023, respectively, which amounts have been capitalized in our consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.

We are required to maintain 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 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, 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 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 relationships, agreements and transactions with Sonesta.

As of December 31, 2025, we had ten hotels with a total of 1,300 keys and one net lease property with a total of 2,510 square feet classified as held for sale.

See Note 13 for further information on certain of these properties.

The following table summarizes the major class of assets and liabilities by our net lease investments and hotel investments segments as of December 31, 2025:

As of December 31, 2025

Net Lease Hotels Total

Assets of properties held for sale:

Real estate properties, net $ 573 $ 86,619 $ 87,192

Other assets, net (1)

9 7,165 7,174

Total assets of properties held for sale $ 582 $ 93,784 $ 94,366

Liabilities of properties held for sale:

Accounts payable and other liabilities $ 6 $ 5,323 $ 5,329

Total liabilities of properties held for sale $ 6 $ 5,323 $ 5,329

(1) Other assets, net includes working capital of $ 1,439 for our hotel investments segment as described in Note 4.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

Hyatt Agreement.

As of December 31, 2024, 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 December 31, 2024, we are to be paid an annual owner’s priority return of $ 17,455 .

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 occurred in January 2025.

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.

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

We may recover this amount in the future, if cash flows are sufficient to pay our owner’s priority return and other amounts in accordance with our Hyatt agreement.

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.

Radisson Agreement .

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 .

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 were completed in December 2024.

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.

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.

Marriott Agreement .

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 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.

IHG Agreement.

Our management agreement with IHG for one hotel expires on January 31, 2026.

We realized returns under our management agreement with IHG of $ 5,051 , $ 4,800 and $ 3,561 for the years ended December 31, 2024, 2023 and 2022, 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 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.

From January 1, 2026 through February 23, 2026, we sold one hotel with 133 keys for a sales price of $ 7,100 , excluding closing costs, and one net lease property with 2,510 square feet for a sales price of $ 610 , excluding closing costs.

We are at various stages of selling nine hotels with a total of 1,167 keys.

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

Leases and Management Agreements

As of December 31, 2025, we owned 760 service-focused retail properties net leased to 181 tenants, including 175 travel centers leased to TA, our largest tenant, and 94 hotels included in four operating agreements managed by subsidiaries of the following companies:

Sonesta ( 69 hotels), Hyatt ( 17 hotels), Radisson ( seven hotels) and IHG ( one hotel).

We do not operate any of our properties.

Net Lease Portfolio

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

As of December 31, 2025, the number of travel centers, the terms and the annual minimum rents owed to us by TA under our TA leases was as follows:

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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.

Our TA leases do not require FF&E escrow deposits.

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

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 $ 3,022,867 as of December 31, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

We recognized rental income from our TA leases of $ 271,334 , $ 271,334 and $ 266,263 for the years ended December 31, 2025, 2024 and 2023, respectively.

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.

Rental income increased by $ 9,132 , $ 14,272 and $ 7,932 for the years ended December 31, 2025, 2024 and 2023, respectively, 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.

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We recognized percentage rent due under our TA leases as rental income when all contingencies were met.

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 recognized percentage rent of $ 3,507 during the year ended December 31, 2023, under our TA leases.

For further information regarding our relationships with TA, including the TA Merger, as defined below, see Notes 5 and 9.

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We recognized rental income from our net lease properties (excluding TA) of $ 130,101 , $ 128,889 and $ 129,566 for the years ended December 31, 2025, 2024 and 2023, respectively, which included $ 2,090 , $ 4,269 and $ 5,233 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.

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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.

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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 $ 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 recorded reserves for uncollectable amounts and reduced rental income by $ 1,858 , $ 2,158 and $ 4,927 during the years ended December 31, 2025, 2024 and 2023 respectively, based on our assessment of the collectability of rents.

We had reserves for uncollectable rents of $ 3,115 and $ 5,058 as of December 31, 2025 and 2024, respectively, included in other assets, net in our consolidated balance sheets.

Hotel Agreements

Sonesta Agreements.

As of December 31, 2025, Sonesta managed 39 of our full service hotels, 23 of our extended stay hotels and seven of our select service hotels pursuant to management agreements.

The hotels Sonesta managed for us comprised approximately 41.8 % of our total historical real estate investments as of December 31, 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 December 31, 2025, we have sold 112 of these hotels with a total of 14,631 keys for a combined sales price of $ 858,752 , excluding closing costs.

From January 1, 2026 through February 23, 2026, we sold one hotel with 133 keys for a sales price of $ 7,100 , excluding closing costs.

We are at various stages of selling the remaining nine hotels with a total of 1,167 keys.

Additionally, we initiated marketing in January 2026 for seven full service Sonesta hotels with a total of 2,010 keys.

Following completion of the hotel sales, we expect to retain 52 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 and certain other 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

priority return, reimbursing owner or manager advances, funding reserves established for the regular refurbishment of our hotels, or FF&E reserves, and paying Sonesta’s incentive fee, if any.

On August 29, 2025, we entered into new management agreements with Sonesta for each of the Retained Hotels and certain other hotels managed by Sonesta, 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 remainder of the hotels subject to that agreement 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 $ 135,901 , $ 189,386 and $ 226,181 during the years ended December 31, 2025, 2024 and 2023, respectively.

Our annual return equal to the incentive threshold under our Retained Hotel agreements as of December 31, 2025 was $ 202,632 .

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 $ 225,166 and $ 258,337 during the years ended December 31, 2025 and 2024, respectively.

We owed Sonesta $ 39,509 and $ 18,199 for capital expenditures and other reimbursements as of December 31, 2025 and 2024, respectively.

Sonesta owed us $ 241 and $ 3,911 in returns under our Sonesta agreements and other amounts as of December 31, 2025 and 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 consolidated balance sheets.

Our legacy Sonesta agreement required 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 any of the years ended December 31, 2025, 2024 or 2023.

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 $ 114,485 , $ 119,628 and $ 118,146 for the years ended December 31, 2025, 2024 and 2023, respectively.

These fees and costs are included in hotel operating expenses in our 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 $ 4,089 and $ 2,877 for the years ended December 31, 2025 and 2024, respectively, which amounts have been capitalized in our consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.

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 December 31, 2025 and 2024, we had advanced $ 31,835 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 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 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.

As of December 31, 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 December 31, 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 $ 12,915 , $ 5,860 and $ 9,371 during the years ended December 31, 2025, 2024 and 2023, respectively.

During the year ended December 31, 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 $ 3,508 , to record the guaranteed amount of the shortfall due from Hyatt.

The available balance of the guaranty was $ 26,492 as of December 31, 2025.

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

We may recover this amount in the future, if cash flows are sufficient to pay our owner’s priority return and other amounts in accordance with our Hyatt agreement.

During the years ended December 31, 2025 and 2024, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $ 2,511 and $ 31,665 , respectively.

Radisson Agreement .

As of December 31, 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 $ 7,535 , $ 6,518 and $ 6,266 for the years ended December 31, 2025, 2024 and 2023, respectively.

During the years ended December 31, 2025 and 2023, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for these periods, and we reduced hotel operating expenses by $ 4,765 and $ 650 , respectively, to record the guaranteed amount of the shortfalls due from Radisson.

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.

The available balance of the guaranty was $ 16,585 as of December 31, 2025.

We did not incur any capital expenditures during the year ended December 31, 2025 for the hotels included in our Radisson agreement.

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

IHG Agreement.

In December 2025, we exercised the option to extend the term of our management agreement with IHG for one hotel by up to one year to January 31, 2027.

We realized returns under our management agreement with IHG of $ 5,719 , $ 5,051 and $ 4,800 for the years ended December 31, 2025, 2024 and 2023, respectively.

Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses.

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

During the years ended December 31, 2025 and 2024, we incurred capital expenditures for our hotel in our IHG agreement of $ 1,729 and $ 1,124 , respectively.

Additional lease information (as lessor).

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In addition, our hotel operators enter various leases on our behalf in the normal course of business at our hotels, or our hotel operating leases.

We calculated right of use assets and lease liabilities as the present value of the remaining lease payment obligations for our operating leases, which include the ground leases and hotel operating leases, over the remaining lease term using our estimated incremental borrowing rate.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

remaining lease term using our estimated incremental borrowing rate.

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.

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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 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.

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

(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 8 months to 62 years) and 6.6 % and 10 years (range of 20 months to 41 years), respectively.

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

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

Other Investments

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O n the date of acquisition of our initial equity interest in Sonesta ( February 27, 2020), t he 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 date of our acquisition.

As required under GAAP, we are amortizing this difference to equity in earnings (losses) 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 date of our acquisition.

We recorded amortization of the basis difference of $ 260 in each of the years ended December 31, 2025, 2024 and 2023.

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, 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 recognized losses of $ 4,225 , $ 12,299 and $ 4,382 related to our investment in Sonesta for the years ended December 31, 2025, 2024 and 2023, respectively.

These amounts, which include amortization of the basis difference, are included in equity in losses 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 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).

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 legacy 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, 2025, 2024 and 2023, for amortization of this liability.

As of December 31, 2025 and 2024, the unamortized balance of this liability was $ 27,511 and $ 29,995 , respectively.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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.

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

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Total revenues $ 814,457 $ 815,457 $ 765,011

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

Operating income (loss)

$ 6,227 $ ( 12,216 ) $ 5,013

$ ( 12,598 ) $ ( 36,158 ) $ ( 10,823 )

Net loss attributable to shareholders

$ ( 12,560 ) $ ( 35,452 ) $ ( 11,404 )

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

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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.

We recorded a gain of $ 48,837 during the year ended December 31, 2023 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, 2025 were:

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

(1) $ 3,275,000 aggregate outstanding principal amount of senior unsecured notes;

(2) $ 1,580,155 aggregate outstanding principal amount of senior secured notes;

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

(3) $ 604,654 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 December 31, 2025.

Revolving Credit Facility

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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.

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.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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 2.75 % as of December 31, 2025.

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, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.37 % and 6.99 %, respectively.

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

The weighted average annual interest rate for borrowings under our revolving credit facility was 6.94 % and 7.43 % for the years ended December 31, 2025 and 2024, respectively.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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.

As of December 31, 2024, we had $ 150,000 outstanding under our revolving credit facility.

As of both December 31, 2025 and February 23, 2026, we had no amounts outstanding under our revolving credit facility and $ 650,000 available for borrowing.

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.

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:

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.

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 were part of our disposition plan.

The collateral swap was completed in May 2025.

As of December 31, 2025, our revolving credit facility was secured by 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated book value of $ 890,424 .

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.

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We believe we were in compliance with the terms and conditions of our debt agreements as of December 31, 2025.

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.

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 $ 413,904 as of December 31, 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 year ended December 31, 2025, which represented the write-off of unamortized discounts and issuance costs related to these notes.

SERVICE PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

In October 2025, we redeemed all of our outstanding 4.75 % senior unsecured notes due 2026 for a redemption price equal to the principal amount of $ 450,000 , plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium of $ 1,796 .

As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 2,368 during the year ended December 31, 2025, which represented the make whole premium and the write-off of unamortized discounts and issuance costs related to these notes.

In January 2026, we redeemed $ 300,000 of our $ 400,000 of 4.95 % senior unsecured notes due 2027 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 $ 1,569 .

Net Lease Mortgage Notes

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

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

Our net lease mortgage notes are summarized below:

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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 notes are non-recourse and, as of December 31, 2025, were secured by 314 retail net lease properties owned by the Initial Issuer.

During the year ended December 31, 2025, the Initial 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 December 31, 2025, the current leases relating to the 314 properties required annual minimum rents of $ 65,893 and had an aggregate undepreciated book value of $ 751,531 .

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

On January 27, 2025, the Initial Issuer issued the VFN secured by the 314 net lease properties that secure our existing $ 604,654 of net lease mortgage notes.

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

As of December 31, 2025, the annual interest rate payable on borrowings under the VFN was 5.62 %.

The weighted average annual interest rate for borrowings under the VFN was 5.93 % for the year ended December 31, 2025.

As of both December 31, 2025 and February 23, 2026, we had $ 45,000 outstanding under the VFN.

The required principal payments due during the next five years and thereafter under all our outstanding debt at December 31, 2025 were as follows:

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Total $ 5,504,809

(1) In January 2026, we redeemed $ 300,000 of our $ 400,000 4.95 % senior unsecured notes due 2027.

On February 20, 2026, the Initial Issuer, SVC 2026 ABS LLC and SVC 2026 TA ABS LLC priced $ 745,000 in aggregate principal amount of net lease mortgage notes in three classes.

This transaction is expected to close on or about March 6, 2026.

The weighted average coupon rate of the three classes is 5.96 %.

The Class A and Class B notes will require monthly principal repayments at an annualized rate of 0.50 % and 0.25 % of the balances outstanding, respectively, and the Class M notes will require interest payments only until the maturity date.

The notes are expected to mature in March 2031 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in March 2029.

The notes are non-recourse and are secured by the same 314 properties that secure our existing net lease mortgage notes, plus an additional 158 retail net lease properties that had an aggregate undepreciated book value of $ 761,508 and leases requiring annual minimum rents of $ 83,837 .

On February 20, 2026, we announced the early redemption of our outstanding 8.375 % senior guaranteed unsecured notes due 2029 for a redemption price equal to the principal amount of $ 700,000 , plus accrued and unpaid interest to but excluding the date of redemption and a make whole premium.

This redemption is expected to occur on or about March 7, 2026.

Shareholders’ Equity

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2023 438,000 $ 7.88 $ 3,451

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).

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, 2025, 2024 and 2023 is as follows:

34 unchanged sentences

We paid this distribution on February 19, 2026.

Cumulative Other Comprehensive Income (Loss)

Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta.

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

SERVICE PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

Cumulative Other Comprehensive Income (Loss)

Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta.

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

Business and Property Management Agreements with RMR

17 unchanged sentences

The MSCI U.S.

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.

REIT Diversified Index is the benchmark index for periods beginning on and after January 1, 2026 and the MSCI U.S.

REIT/Hotel & Resort REIT Index is the benchmark index for periods prior to January 1, 2026.

SERVICE PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

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

5 unchanged sentences

◦ 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.

Business management fees are included in included in general and administrative expenses in our consolidated statements of comprehensive income (loss).

Business management fees are 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, 2025, 2024, or 2023.

Effective January 1, 2026, we amended our business management agreement with RMR to replace the benchmark index used in the calculation of incentive business management fees.

Pursuant to this amendment, for periods beginning on or after January 1, 2026, the MSCI U.S.

REIT Diversified Index will be used to calculate benchmark returns per share for purposes of determining any incentive business management fee payable to RMR, and for periods ending prior to January 1, 2026, the MSCI U.S.

REIT/Hotel & Resort REIT Index will continue to be used.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

• Property Management and Construction Supervision Fees.

4 unchanged sentences

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.

Property management fees are included in 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.

2 unchanged sentences

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, 2045, 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.

11 unchanged sentences

As part of this arrangement, we may enter agreements with RMR and other companies to which RMR or its subsidiaries provides management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

• Investment Opportunities .

3 unchanged sentences

The consent was approved by our Independent Trustees.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

For the years ended December 31, 2025, 2024, and 2023, 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

Financial Statement Year Ended December 31,

Line Item 2025 2024 2023

Pursuant to business management agreement:

Net business management fees (1)

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

General and administrative $ 28,122 $ 29,653 $ 33,352

Pursuant to property management agreement:

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

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

Property management fees Net lease operating expenses $ 8,517 $ 6,012 $ 3,702

Construction supervision fees Buildings, improvements and equipment (2)

2,407 5,958 4,666

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.

$ 10,924 $ 11,970 $ 8,368

Expense reimbursement Net lease operating expenses, general and administrative and buildings, improvements and equipment (2)

$ 4,672 $ 4,445 $ 4,648

(1) The net business management fees we recognized for each of the years ended December 31, 2025, 2024 and 2023, reflect a reduction of $ 3,585 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.

Related Person Transactions

2 unchanged sentences

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., 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 D.

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.

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.

Christopher J.

Bilotto, our other Managing Trustee and our President and Chief Executive Officer, also serves as an executive officer of RMR Inc.

and RMR and is an employee of RMR.

Murray, our Managing Trustee until March 2025 and our former President and Chief Executive Officer, serves as an officer and employee of RMR and as president and chief executive officer of Sonesta.

In connection with his retirement, Mr.

Murray will resign from these positions with RMR and Sonesta, effective March 31, 2026 and will remain an employee of Sonesta until his retirement on September 30, 2026.

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.

Adam Portnoy serves as chair of the boards and as a managing trustee of these public companies.

Portnoy serves as chair of the boards and as a managing trustee of these public companies.

Other officers of RMR, including Mr.

Murray and certain of our officers, serve as managing trustees or officers of certain of these companies.

Bilotto, and certain of our officers, serve as managing trustees or officers of certain of these companies.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Our Manager, RMR .

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

Sonesta is a private company of which Adam Portnoy, one of our Managing Trustees, is a director and the controlling stockholder.

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

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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

Sonesta is a private company of which Adam D.

Portnoy, one of our Managing Trustees, is a director and the controlling stockholder.

One of Sonesta’s other directors and president and chief executive officer, John G.

Murray, was our other Managing Trustee until March 2025 and will resign from his positions with Sonesta effective March 31, 2026.

Leer, an executive vice president of RMR, has been appointed to serve as a co-chief executive officer of Sonesta, effective April 1, 2026.

Sonesta’s other director served 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 until her resignation from these positions, effective December 31, 2025, in connection with her retirement.

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

RMR also provides certain services to Sonesta.

1 unchanged sentence

See Notes 4 and 5 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)

The components of income (loss) before income taxes were attributable to the following regions:

Year Ended December 31,

2025 2024 2023

Domestic $ ( 226,480 ) $ — $ —

Foreign 13,441 — —

$ ( 213,039 ) $ — $ —

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

8 unchanged sentences

$ ( 10,717 ) $ 1,402 $ ( 1,498 )

A reconciliation of our effective tax rate and the current U.S.

Federal statutory income tax rate is as follows:

Year Ended December 31,

The table below is a reconciliation of the statutory income tax rate to the effective tax rate for 2025, in accordance with the updated requirements of ASU No.

2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures .

See Note 2 for additional details on the adoption of ASU No.

December 31, 2025

Amount Percent

federal statutory tax rate $ ( 44,738 ) 21.0 %

Nontaxable income for SVC 44,738 ( 21.0 ) %

State and local income tax, net of federal income tax effects (1)

620 ( 0.3 ) %

Foreign tax effects:

Puerto Rico 457 ( 0.2 ) %

Canada 1,318 ( 0.6 ) %

Foreign deferred 1,265 ( 0.6 ) %

Foreign tax rate change ( 14,377 ) 6.7 %

Effective tax rate $ ( 10,717 ) 5.0 %

(1) State taxes in Texas make up a majority (greater than 50%) of the tax effect in this category.

For the year ended December 31, 2025, income taxes paid (net of refunds) were ($ 639 ), with the majority of payments (refunds) attributable to Texas, Puerto Rico, and Canada in the amounts of $ 710 , $ 453 and ($ 1,735 ), respectively.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

The following table reconciles the statutory income tax rate to the effective tax rate prior to the adoption of ASU 2023-09:

Year Ended December 31,

Taxes at statutory U.S.

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The result of this change is primarily offset by available tax concessions in Puerto Rico.

On December 8, 2025, the Government of Puerto Rico granted tax concessions to our subsidiaries which operate in Puerto Rico.

We have recognized a corresponding deferred foreign tax benefit in 2025 of $ 14,377 as a result of the reduced tax rate.

Significant components of our deferred tax assets and liabilities are as follows:

11 unchanged sentences

Net deferred tax liabilities $ ( 2,387 ) $ ( 16,269 )

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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

4 unchanged sentences

At December 31, 2025 and 2024, we, excluding our subsidiaries, had net operating loss carryforwards for federal income tax purposes of approximately $ 791,654 and $ 579,886 , respectively, of which certain losses incurred prior to 2018 partially expire starting in 2027.

SERVICE PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Concentration

Geographic Concentration

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.

At December 31, 2025, our 854 properties were located in 46 states in the United States, plus the District of Columbia, San Juan, Puerto Rico and Ontario, Canada.

Between 5 % and 12 % 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.

Our two hotels in Ontario, Canada and our hotel in San Juan, Puerto Rico represent 4.3 % of our hotels, by investment, in the aggregate at December 31, 2025.

Credit Concentration

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Segment Information

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 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 net lease investments and hotel investments.

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

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

The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to our CODM.

3 unchanged sentences

Year Ended December 31, 2025

Hotels Net Lease Total

Net Lease Hotels Total

Hotel operating revenues $ — $ 1,413,403 $ 1,413,403

1 unchanged sentence

Total revenues 401,435 1,413,403 1,814,838

Labor and benefits (1)

557,126 3,865 560,991

Room expenses — 387,243 387,243

Food and beverage expenses — 168,188 168,188

Management fees 8,517 52,199 60,716

7 unchanged sentences

5,682 6,173 11,855

Segment (loss) profit

( 35,493 ) 164,001 128,508

Reconciliation of segment profit or loss:

Segment profit 183,998 6,425 190,423

Reconciliation of segment profit:

General and administrative

Transaction related costs

Interest income

1 unchanged sentence

Loss on early extinguishment of debt, net ( 2,897 )

Income tax expense ( 1,402 )

Income tax benefit 10,717

Equity in losses of an investee ( 4,225 )

$ ( 202,321 )

(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.

(1) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs, including property level expense reimbursements for our net lease investments segment as discussed in Note 8, incurred in connection with the operation of our properties.

(2) 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.

3 unchanged sentences

Year Ended December 31, 2024

Hotels Net Lease Total

Net Lease Hotels Total

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

1 unchanged sentence

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

Labor and benefits (1)

534,620 4,279 538,899

Room expenses — 396,855 396,855

Food and beverage expenses — 162,206 162,206

Management fees 6,012 54,738 60,750

7 unchanged sentences

19,687 36,746 56,433

Segment profit

79,896 161,400 241,296

Reconciliation of segment profit:

Segment profit (loss) 164,001 ( 35,493 ) 128,508

Reconciliation of segment profit or loss:

General and administrative

Transaction related costs

Gain on equity securities, net

Interest income

Interest expense ( 337,561 )

Loss on early extinguishment of debt

Income tax benefit

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

Income tax expense ( 1,402 )

Equity in losses of an investee ( 12,299 )

(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.

$ ( 275,526 )

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

3 unchanged sentences

Year Ended December 31, 2023

Hotels Net Lease Total

Net Lease Hotels Total

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

1 unchanged sentence

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

Labor and benefits (1)

511,364 2,973 514,337

Room expenses — 389,262 389,262

Food and beverage expenses — 150,124 150,124

Management fees 3,702 54,192 57,894

3 unchanged sentences

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

Interest expense

40,920 — 40,920

Other segment items (2)

5 unchanged sentences

Transaction related costs

Loss on equity securities, net

Gain on equity securities 48,837

Interest income

Interest expense ( 295,422 )

Loss on early extinguishment of debt

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

Income tax benefit

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.

Equity in losses of an investee ( 4,382 )

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

1 unchanged sentence

2025 2024 2023

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

Net Lease $ 2,902,699 $ 2,942,585 $ 3,084,686

Hotels 3,107,967 3,897,132 3,943,213

Corporate 480,914 279,841 328,217

3 unchanged sentences

Capital expenditures:

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

Net Lease $ 2,451 $ 5,494 $ 3,477

Hotels 234,469 297,398 232,053

Total capital expenditures $ 236,920 $ 302,892 $ 235,530

5 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)

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:

1 unchanged sentence

$ 610 $ — $ 610 $ —

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.

(1) We recorded impairment charges totaling $ 101 during the year ended December 31, 2025, to reduce the carrying value of one net lease property in our consolidated balance sheet to its estimated fair value, less estimated costs to sell of $ 37 , based on a negotiated sales price with a third party buyer (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 December 31, 2025 and 2024, the fair values of these financial instruments approximated their carrying values in our consolidated balance sheets due to their short-term nature or floating interest rates, except as follows:

8 unchanged sentences

399,164 401,716 398,428 373,796

Senior Unsecured Notes, due 2026 at 4.75 %

448,957 425,237 448,347 419,909

Senior Unsecured Notes, due 2027 at 4.95 %

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

Senior Guaranteed Unsecured Notes, due 2027 at 5.50 %

447,858 442,985 446,758 420,809

Senior Secured Notes, due 2027 at zero coupon

501,256 524,263 — —

Net Lease Mortgage Notes, due 2028 at 5.60 %

14 unchanged sentences

(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, 2025 and 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).

23 unchanged sentences

— 216 641 554 ( 51 ) ( 30 ) 216 1,114 1,330 ( 370 ) 1950 through 2010 1998 through 2023

17 Hyatt Place® (5)

— 20 137 124 — ( 11 ) 20 250 270 ( 106 ) 1995 through 2002 1997 through 2002

7 Sonesta ES Suites®

21 85 90 ( 8 ) ( 27 ) 21 140 161 ( 63 ) 1990 through 2002 1998 through 2005

37 Sonesta Select® (5)

5 Radisson® Hotels & Resorts

— 9 93 59 — ( 2 ) 9 150 159 ( 88 ) 1987 through 1990 1996 through 1997

1 unchanged sentence

— 18 78 44 ( 1 ) ( 14 ) 18 107 125 ( 51 ) 1998 through 2001 1999 through 2003

17 Hyatt Place® (5)

— 20 137 120 — ( 9 ) 20 248 268 ( 98 ) 1995 through 2002 1997 through 2002

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

1 Crowne Plaza® — 17 69 33 — ( 1 ) 17 101 118 ( 24 ) 1986 2017

6 Sonesta Select® — 18 40 43 — ( 6 ) 17 78 95 ( 53 ) 1987 through 1992 1995 through 1996

2 Country Inn & Suites® by Radisson — 3 24 11 — — 3 35 38 ( 22 ) 1989 1996

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3 Life Time Fitness — 17 56 — — — 17 56 73 ( 13 ) 1987 through 2012 2019

25 Vacant 14 31 33 8 ( 1 ) ( 5 ) 29 37 66 ( 11 ) 1958 through 2024

2007 through 2019

5 Buehler's Fresh Foods 62 10 49 — — — 10 49 59 ( 15 ) 1980 through 2000 2019

59 Heartland Dental — 11 37 1 — — 11 38 49 ( 9 ) 1920 through 2005 2019

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

5 AMC Theatres — 13 34 1 — — 13 35 48 ( 10 ) 1995 through 2008 2019

45 Pizza Hut 28 14 33 — — — 14 33 47 ( 18 ) 1915 through 2024 2019 through 2025

10 Norms — 23 24 1 — — 23 25 48 ( 7 ) 1957 through 2014 2019

23 Express Oil Change 37 6 37 — — — 6 37 43 ( 8 ) 1965 through 2016

40 Pizza Hut 24 12 28 — — — 12 28 40 ( 15 ) 1915 through 2006 2019

3 Flying J Travel Plaza

— 6 32 1 — — 6 33 39 ( 7 ) 2001 2019

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

6 America's Auto Auction 31 7 23 6 — — 7 29 36 ( 7 ) 1960 through 2020

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16 Martin's 20 7 21 — — ( 1 ) 7 20 27 ( 6 ) 1962 through 2003 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

20 Popeye's 22 8 17 — — — 8 17 25 ( 7 ) 1968 through 2003 2019

SERVICE PROPERTIES TRUST

15 unchanged sentences

Construction Date

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

4 Crème de la Crème 19 7 18 — — — 7 18 25 ( 3 ) 1999 through 2003 2019

17 Burger King 18 5 21 — — — 5 21 26 ( 9 ) 1979 through 2024

18 Arby's 19 6 18 — — — 6 18 24 ( 9 ) 1967 through 2008

32 Church's Chicken — 5 18 — — — 5 18 23 ( 6 ) 1968 through 1983 2019

15 Hardee's 19 4 18 — — — 4 18 22 ( 8 ) 1977 through 1997 2019

5 Mister Car Wash 20 2 19 1 — — 2 20 22 ( 3 ) 1960 through 2005 2019

4 Regal Cinemas — 4 18 — — — 4 18 22 ( 4 ) 2005 through 2010 2019

6 United Supermarkets 18 4 17 — — — 4 17 21 ( 7 ) 1979 through 1997 2019

5 Mister Car Wash 23 2 19 — — — 2 19 21 ( 4 ) 1960 through 2005 2019

2 Mesa Fitness 15 3 17 — — — 3 17 20 ( 4 ) 1983 through 2007 2019

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

2 Multi-Tenant — 4 22 5 ( 9 ) ( 1 ) 4 17 21 ( 5 ) 1959 through 2001 2006 through 2025

3 KinderCare 16 5 14 — — — 5 14 19 ( 2 ) 1999 through 2003 2019

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

12 Taco Bell 15 4 14 — — — 4 14 18 ( 4 ) 1982 through 2019 2019 through 2020

1 CarMax — 5 13 — — — 5 13 18 ( 3 ) 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

2 Academy Sports + Outdoors 5 3 13 — — — 3 13 16 ( 1 ) 2016 through 2023 2019 through 2025

5 Pike Nursery 17 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

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

2 LA Fitness — 4 11 — — — 4 11 15 ( 1 ) 2006 through 2012 2019 through 2025

1 Dave & Buster's 12 3 11 — — — 3 11 14 ( 2 ) 1972 through 1992

2 HHI Form-Tech 9 3 10 — — — 3 10 13 ( 6 ) 1952 2019

4 Bob Evans — 3 8 — — — 3 8 11 — 1981 through 2008 2025

3 Golden Corral — 4 8 — — ( 1 ) 4 7 11 ( 2 ) 1989 through 2000 2019

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

5 Fuddruckers — 4 6 — — — 4 6 10 ( 2 ) 1994 through 1995 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 Walk Ons — 3 8 — — — 3 8 11 — 2019 through 2020 2025

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

1 unchanged sentence

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

5 Lerner and Rowe 9 1 8 — — — 1 8 9 ( 1 ) 1970 through 2007 2019

4 Meineke Car Care Center — 3 6 — — — 3 6 9 ( 2 ) 1999 through 2000 2019

1 unchanged sentence

1 Columbus Preparatory Academy 6 1 8 — — — 1 8 9 ( 1 ) 2004 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 6 2 6 — — — 2 6 8 ( 2 ) 1986 2019

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

9 Sonic Drive-In 6 3 4 — — — 3 4 7 ( 2 ) 1991 through 2018 2019

6 Dollar General 1 1 6 — — — 1 6 7 — 2015 through 2024 2019 through 2025

3 Krispy Kreme 7 2 5 — — — 2 5 7 ( 1 ) 1986 through 2004

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

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

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

SERVICE PROPERTIES TRUST

15 unchanged sentences

Construction Date

3 Famous Dave's 3 2 5 — — — 2 5 7 ( 1 ) 1997 through 2010 2019 through 2025

2 Blue Rhino 16 3 4 — — — 3 4 7 ( 1 ) 2004 2019

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

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

1 Crunch Fitness — 1 6 — — — 1 6 7 — 2000 through 2021

7 Hughes Supply 4 2 4 — — — 2 4 6 ( 2 ) 1976 through 2024

5 Brookshire Brothers 6 1 5 — — — 1 5 6 ( 2 ) 1992 through 2005

3 Lerner and Rowe 7 1 5 — — — 1 5 6 ( 1 ) 1970 through 2002 2019

3 Jack's Family Restaurant 5 2 4 — — — 2 4 6 ( 1 ) 2008 through 2016 2019

2 unchanged sentences

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

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

2 10Box Cost-Plus 4 2 3 — — — 2 3 5 ( 2 ) 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 White Cap 5 2 3 — — — 2 3 5 ( 1 ) 1990 through 2001 2019

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

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

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

2 Buffalo Wild Wings 2 2 3 — — — 2 3 5 ( 1 ) 1995 through 2014 2019

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

1 Mak Pack Dog Training & Boarding 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 6 1 4 — — — 1 4 5 ( 1 ) 2013 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 Splash Car Wash — 1 4 — — — 1 4 5 — 2023 2025

3 Checkers — 1 3 — — — 1 3 4 — 2019 through 2023 2025

2 Fuzzy's Taco Shop — 1 3 — — — 1 3 4 ( 1 ) 1994 through 1995 2019

2 Texas Roadhouse 2 4 3 — — ( 3 ) 4 — 4 — 1992 2019

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

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

1 Ashley Furniture 2 1 3 — — — 1 3 4 ( 1 ) 2000 2019

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

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

1 Erik's Bike Shop Inc.

— 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 Southern Pediatrics 3 1 3 — — — 1 3 4 ( 1 ) 2011 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 Mind 24-7, LLC — 1 3 2 ( 3 ) — 1 2 3 ( 1 ) 2008 2019

2 Anixter Power Supply 3 1 2 — — — 1 2 3 ( 1 ) 1984 through 1999 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

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

SERVICE PROPERTIES TRUST

15 unchanged sentences

Construction Date

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

2 HTeaO — 1 2 — — — 1 2 3 — 2022 through 2023 2025

1 Aspire Rx — 1 2 — — — 1 2 3 ( 1 ) 1999 2019

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

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

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

1 Southwest Stainless & Alloy 2 — 3 — — — — 3 3 ( 1 ) 1984 2019

1 Tractor Supply — — 3 — — — — 3 3 ( 1 ) 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

1 Gold Star Chili — 1 2 — — — 1 2 3 — 2003 2025

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

1 unchanged sentence

2 Taco Bueno 2 1 1 — — — 1 1 2 ( 1 ) 1991 through 2003 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 Affordable Dentures & Implants — 1 1 — — — 1 1 2 — 2008 through 2010 2019

1 Bondcote — — 2 — — — — 2 2 ( 2 ) 1967 2019

1 NRV Fleet Services — — 2 — — — — 2 2 ( 1 ) 1985 2019

1 Firestone Complete Auto Care 2 1 1 — — — 1 1 2 — 1998 2019

1 Cycle Gear 2 1 1 — — — 1 1 2 ( 1 ) 1989 through 2022

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

5 unchanged sentences

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

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

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

1 Captain D's 1 — 1 — — — — 1 1 — 1995 2019

1 Chicken Salad Chick 1 — 1 — — — — 1 1 — 1976 through 2021

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 El Forastero 1 — 1 — — — — 1 1 — 1985 through 2021

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 Little Caesars — — 1 — — — — 1 1 — 1996 through 2020

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

3 unchanged sentences

1 SRS Distribution 1 — 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 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 Scooter's Coffee — — 1 — — — — 1 1 — 2022 2025

1 Slice Factory — — 1 — — — — 1 1 — 1996 through 2022

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

1 Dunkin' Donuts — — — — — — — — — — 1977 through 2022

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

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

1 Del Taco 1 — — — — — — — — — 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

1 Off the Hook Eatery — — — — — — — — — — 2007 2019

843 Total Held and Used $ 650 $ 1,754 $ 4,887 $ 2,134 $ ( 82 ) $ ( 941 ) $ 1,751 $ 6,001 $ 7,752 $ ( 2,351 )

Assets Held for Sale

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

6 Sonesta ES Suites® $ — $ 10 $ 58 $ 51 $ ( 10 ) $ ( 4 ) $ 10 $ 95 $ 105 $ ( 41 ) 1989 through 2000 1996 through 2017

3 Sonesta Simply Suites® — 4 22 44 ( 1 ) ( 39 ) 4 26 30 ( 14 ) 1998 through 2000 1998 through 2003

1 Sonesta Select® — — 9 4 — ( 2 ) — 11 11 ( 8 ) 1990 1995

— 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

1 Vacant — — 1 — — — — 1 1 — 1995 2019

854 Total Including Held for Sale $ 650 $ 1,768 $ 4,977 $ 2,233 $ ( 93 ) $ ( 986 ) $ 1,765 $ 6,134 $ 7,899 $ ( 2,414 )

(1) Represents the principal balance of our net lease mortgage debt, excluding unamortized discounts and debt issuance costs.

(2) Represents reclassifications between accumulated depreciation and building & improvements made to record certain properties at fair value in accordance with GAAP.

(1) Represents the principal balance of our net lease mortgage notes including $ 45.0 million outstanding under the VFN, excluding unamortized discounts and debt issuance costs.

(2) Represents reclassifications between accumulated depreciation and building and improvements made to record certain properties at fair value in accordance with GAAP.

(3) Excludes $ 197 of personal property classified in our consolidated balance sheets as furniture, fixtures and equipment.

(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.

(5) 55 properties, including 38 net lease properties and 17 hotels secure our credit agreement, which had no borrowings outstanding as of December 31, 2025.

(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.

(7) 36 TravelCenters of America properties secure our $ 580.2 million senior secured notes due 2027, excluding unamortized discounts and debt issuance costs.

SERVICE PROPERTIES TRUST

19 unchanged sentences

Service Properties Trust

President and Chief Investment Officer

/s/ Christopher J.

Christopher J.

President and Chief Executive Officer

February 25, 2026

1 unchanged sentence

Signature Title Date

Hargreaves President and Chief Investment Officer February 26, 2025

/s/ Christopher J.

Managing Trustee, President and Chief Executive Officer (Principal Executive Officer)

February 25, 2026

Christopher J.

Donley Chief Financial Officer and Treasurer

5 unchanged sentences

Fraiche Independent Trustee February 25, 2026

Harrington Independent Trustee February 26, 2025

/s/ William A.

Lamkin Independent Trustee February 25, 2026

Murray Managing Trustee February 26, 2025

Penkar Independent Trustee February 25, 2026

1 unchanged sentence

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