Service Properties Trust 10-K

Item 9A. 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 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. Management Report on Assessment of Internal Control Over Financial Reporting We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control 73 Table of Contents 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. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013) . Based on this assessment, we believe that, as of December 31, 2025, our internal control over financial reporting is effective. Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2025 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. The report appears elsewhere herein. Item 9B. Other Information During the three months ended December 31, 2025, none of our Trustees or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance We have a Code of Conduct that applies to our officers and Trustees. Our Code of Conduct is posted on our website, www.svcreit.com. A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to: Secretary, Service Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website. We have adopted comprehensive insider trading policies and procedures that apply to trustees, directors, officers and employees, as applicable, of us and RMR. These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws. The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5-1 trading plans. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K. The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to our definitive Proxy Statement. 74 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information. 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. The terms of awards made under the 2012 Plan are determined by the Compensation Committee of our Board of Trustees at the time of the award. The following table is as of December 31, 2025: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by securityholders — 2012 Plan None. None. 1,661,921 (1) Equity compensation plans not approved by securityholders None. None. None. Total None. 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 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. The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference to our definitive Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by Item 14 is incorporated by reference to our definitive Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Index to Financial Statements and Financial Statement Schedules The following consolidated financial statements and financial statement schedule and notes of Service Properties Trust are included on the pages indicated: Page Reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 1 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2025 F-5 Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended December 31, 2025 F-6 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 F-7 Notes to Consolidated Financial Statements F-9 Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2025 S- 1 Notes to Schedule III S-6 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted. 75 Table of Contents Significant Tenant TA, an indirect subsidiary of BP p.l.c., or BP Parent, is the lessee of 33.0 % of our real estate properties, at historical cost, as of December 31, 2025. BP Corporation North America Inc. guarantees payment under each of the leases with TA, subject to a cap. Financial information about BP Corporation North America Inc. may be found on the SEC’s website by entering BP Parent’s name at http://www.sec.gov/edgar/searchedgar/companysearch.html. Reference to BP Parent’s financial information on this external website is presented to comply with applicable accounting regulations of the SEC. Except for such financial information contained therein as is required to be included herein under such regulations, BP Parent’s public filings and other information located in external websites are not incorporated by reference into these financial statements. See Notes 4, 5 and 9 to our consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for further information relating to our leases with TA. (b) Exhibits Exhibit Number Description 3.1 Composite Copy of Amended and Restated Declaration of Trust, dated as of August 21, 1995, as amended to date. (Incorporated by reference to the Company’s Post-Effective Amendment No. 2 to Registration Statement on Form S-3, filed on July 15, 2020, File No. 333-226944.) 3.2 Articles Supplementary to the Declaration of Trust of the Company, dated June 10, 2020. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 10, 2020.) 3.3 Third Amended and Restated Bylaws of the Company, adopted effective June 14, 2024. (Incorporated by reference to the Company's Current Report on Form 8-K filed on June 17, 2024.) 4.1 Form of Common Share Certificate. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.) 4.2 Indenture, dated as of February 3, 2016, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (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. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 4.950% Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.) 4.4 Fourth Supplemental Indenture, dated as of October 26, 2017, 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 3.950% Senior Notes due 2028, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.) 4.5 Fifth Supplemental Indenture, dated as of February 2, 2018, 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 4.375% Senior Notes due 2030, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.) 4.6 Eighth 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 4.950% Senior Notes due 2029, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2019.) 4.7 Tenth Supplemental Indenture, dated as of November 20, 2020, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.) 4.8 Supplemental Indenture, dated as of January 29, 2021, among the Company, SVC Gatehall Drive TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.) 76 Table of Contents 4.9 Supplemental Indenture, dated as of July 8, 2021, among the Company, SVCN 1 LLC, SVCN 4 LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.) 4.10 Supplemental Indenture, dated as of October 28, 2021, among the Company, SVC Minneapolis TRS LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 4.11 Supplemental Indenture, dated as of July 27, 2023, among the Company, HPTWN Properties Trust, Highway Ventures Properties Trust, Highway Ventures Properties LLC, HPT TA Properties LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 4.12 Supplemental Indenture, dated as of April 4, 2024, among the Company, SVC Higgins Road TRS LLC, SVC Mannheim Road TRS LLC, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), relating to the Company’s 5.50% Senior Notes due 2027. (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. Bank Trust Company, National Association, relating to the Company’s 8.375% Senior Guaranteed Unsecured Notes due 2029, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 3, 2024.) 4.15 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. Bank Trust Company, National Association, relating to the Company’s 8.875% Senior Guaranteed Unsecured Notes due 2032, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 3, 2024.) 4.17 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. Bank Trust Company, National Association, relating to the Company’s 8.625% Senior Secured Notes due 2031, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.) 4.19 Supplemental Indenture, dated as of April 4, 2024, among the Company, SVC Higgins Road TRS LLC, SVC Mannheim Road TRS LLC, and U.S. Bank Trust Company, National Association, relating to the Company’s 8.625% Senior Notes due 2031. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.) 4.20 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.) 77 Table of Contents 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. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 4.23 Description of Securities. (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. (Filed herewith.) 10.1 Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC. (+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 10.2 First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 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 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.) 10.5 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.) 10.6 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.) 10.7 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.) 10.8 Form of Share Award Agreement. (+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.) 10.9 Form of Indemnification Agreement. (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. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2023.) 10.11 Incremental Revolving Commitment Assumption Agreement, dated as of July 5, 2023, among the Company, certain of its subsidiaries party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 6, 2023.) 10.12 First Amendment to Third Amended and Restated Credit Agreement, dated as of November 3, 2023, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.) 10.13 Second Amendment to Third Amended and Restated Credit Agreement, dated as of October 23, 2024, among the Company, Wells Fargo Bank, National Association, as administrative agent, and each of the other institutions party thereto. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.) 10.14 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. (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.) 78 Table of Contents 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.) 10.17 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. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.) 10.24 Stockholders Agreement, dated as of February 27, 2020, by and among Sonesta Holdco Corporation, the Company, SVC Holdings LLC, Adam D. Portnoy and Diane Portnoy, as trustee of the Diane Portnoy 2019 Revocable Trust under agreement dated May 28, 2019. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.) 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. (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. 1, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.29 First Amendment to Third Amended and Restated Lease Agreement No. 1, dated as of February 28, 2024, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.) 10.30 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No. 1). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.31 Third Amended and Restated Lease Agreement No. 2, dated as of May 15, 2023, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 79 Table of Contents 10.32 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. for the benefit of HPT TA Properties Trust and HPT TA Properties LLC (relating to Third Amended and Restated Lease Agreement No. 2). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.33 Third Amended and Restated Lease Agreement No. 3, dated as of May 15, 2023, between SVC HYB Lease Pool 3 LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.34 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. for the benefit of SVC HYB Lease Pool 3 LLC (relating to Third Amended and Restated Lease Agreement No. 3). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.35 Third Amended and Restated Lease Agreement No. 4, dated as of May 15, 2023, between SVC HYB Lease Pool 4 LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.36 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. for the benefit of SVC HYB Lease Pool 4 LLC (relating to Third Amended and Restated Lease Agreement No. 4). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.37 Second Amended and Restated Lease Agreement No. 5, dated as of May 15, 2023, among Highway Ventures Properties Trust, Highway Ventures Properties LLC and TA Operating LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.38 Second Amended and Restated Guaranty Agreement, dated as of May 15, 2023, by BP Corporation North America Inc. for the benefit of Highway Ventures Properties Trust and Highway Ventures Properties LLC (relating to Second Amended and Restated Lease Agreement No. 5). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.) 10.39 Consent and Amendment Agreement, dated as of February 15, 2023, among the Company, HPT TA Properties Trust, HPT TRS Inc., HPT TA Properties LLC, Highway Ventures Properties Trust, Highway Ventures Properties LLC, TravelCenters of America Inc., TA Operating LLC and BP Products North America Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 21, 2023.) 19.1 Service Properties Trust Insider Trading Policies and Procedures. (†) (Filed herewith.) 21.1 Subsidiaries of the Company. (Filed herewith.) 22.1 List of Subsidiary Guarantors. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.) 23.1 Consent of Deloitte & Touche LLP. (Filed herewith.) 23.2 Consent of Sullivan & Worcester LLP. (Contained in Exhibit 8.1.) 31.1 Rule 13a-14(a) Certification. (Filed herewith.) 31.2 Rule 13a-14(a) Certification. (Filed herewith.) 32.1 Section 1350 Certification. (Furnished herewith.) 97.1 Service Properties Trust Clawback Policy. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.) 99.1 Registration Rights Agreement, dated as of February 27, 2020, among Sonesta Holdco Corporation, the Company and SVC Holdings LLC. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.) 99.2 Letter Agreement, dated as of February 10, 2023, among the Company and The RMR Group LLC. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.) 99.3 Letter Agreement, dated as of May 1, 2023, 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, 2023.) 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.) 80 Table of Contents 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) 101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) 104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.) (+) 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. Item 16. Form 10-K Summary None. 81 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Service Properties Trust Opinion on 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Properties — Refer to Notes 2 and 13 to the financial statements Critical Audit Matter Description The Company’s investments in real estate properties were $5.5 billion, net of accumulated depreciation of $2.4 billion as of December 31, 2025 . The Company’s investments in real estate assets are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate asset may not be recoverable. Impairment indicators may include declining tenant occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company’s decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset. 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 hotel performance, and terminal capitalization rates. F-1 Table of Contents 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 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 Our audit procedures related to the undiscounted cash flows analysis for each real estate asset or group of assets with impairment indicators included the following among others: • 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 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. We compared our analysis of the recoverability of the real estate asset or group of assets to the Company’s analysis. • We made inquiries of management about the current status of potential transactions and about management's judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties. /s/ Deloitte & Touche LLP Boston, Massachusetts February 25, 2026 We have served as the Company’s auditor since 2020. F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Service Properties Trust Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Service Properties Trust (the “Company”) as of December 31 , 2025 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31 , 2025 , based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31 , 2025 , of the Company and our report dated February 25, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts February 25, 2026 F-3 Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data) December 31, 2025 2024 ASSETS Real estate properties: Land $ 1,750,799 $ 1,930,459 Buildings, improvements and equipment 6,198,233 7,682,885 Total real estate properties, gross 7,949,032 9,613,344 Accumulated depreciation ( 2,442,966 ) ( 3,238,636 ) Total real estate properties, net 5,506,066 6,374,708 Acquired real estate leases and other intangibles, net 100,044 107,956 Assets of properties held for sale 94,366 43,101 Cash and cash equivalents 346,813 143,482 Restricted cash 25,275 13,904 Equity method investment 111,796 115,818 Due from related persons 241 3,911 Other assets, net 306,979 316,678 Total assets $ 6,491,580 $ 7,119,558 LIABILITIES AND SHAREHOLDERS’ EQUITY 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 Commitments and contingencies Shareholders’ equity: Common shares of beneficial interest, $ .01 par value; 200,000,000 shares authorized; 168,070,129 and 166,636,537 shares issued and outstanding, respectively 1,681 1,666 Additional paid in capital 4,563,371 4,560,334 Cumulative other comprehensive income 2,068 1,865 Cumulative net income 1,992,653 2,194,974 Cumulative common distributions ( 5,913,649 ) ( 5,906,966 ) Total shareholders’ equity 646,124 851,873 Total liabilities and shareholders’ equity $ 6,491,580 $ 7,119,558 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) Year Ended December 31, 2025 2024 2023 Revenues: Hotel operating revenues $ 1,413,403 $ 1,496,705 $ 1,478,034 Rental income 401,435 400,223 395,829 Total revenues 1,814,838 1,896,928 1,873,863 Expenses: Hotel operating expenses 1,226,542 1,274,153 1,223,906 Net lease operating expenses 21,597 19,817 17,663 Depreciation and amortization 314,963 371,786 384,060 General and administrative 40,667 40,239 45,397 Transaction related costs 14,698 6,894 ( 1,623 ) 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 on equity securities — — 48,837 Interest income 8,998 4,052 20,979 Interest expense (including amortization of debt issuance costs, discounts and premiums of $ 46,337 , $ 31,127 and $ 25,710 , respectively) ( 413,614 ) ( 383,792 ) ( 336,342 ) Loss on early extinguishment of debt, net ( 2,897 ) ( 16,181 ) ( 1,524 ) 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 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 ) Weighted average common shares outstanding (basic and diluted) 165,951 165,338 164,988 Net loss per common share (basic and diluted) $ ( 1.22 ) $ ( 1.67 ) $ ( 0.20 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (dollars in thousands) Number of Shares Common Shares Cumulative Common Distributions Additional Paid in Capital Cumulative Net Income Cumulative Other Comprehensive Income Total Balance at December 31, 2022 165,452,566 $ 1,655 $ ( 5,673,386 ) $ 4,554,861 $ 2,503,279 $ 2,383 $ 1,388,792 Net loss — — — — ( 32,779 ) — ( 32,779 ) Equity interest in investee’s unrealized losses — — — — — ( 65 ) ( 65 ) Common share grants 438,000 4 — 3,478 — — 3,482 Common share repurchases ( 98,571 ) ( 1 ) — ( 801 ) — — ( 802 ) Common share forfeitures ( 22,400 ) — — ( 65 ) — — ( 65 ) Distributions — — ( 132,430 ) — — — ( 132,430 ) Balance at December 31, 2023 165,769,595 1,658 ( 5,805,816 ) 4,557,473 2,470,500 2,318 1,226,133 Net loss — — — — ( 275,526 ) — ( 275,526 ) Equity interest in investee’s unrealized losses — — — — — ( 453 ) ( 453 ) Common share grants 1,031,329 10 — 3,611 — — 3,621 Common share repurchases ( 161,387 ) ( 2 ) — ( 749 ) — — ( 751 ) Common share forfeitures ( 3,000 ) — — ( 1 ) — — ( 1 ) Distributions — — ( 101,150 ) — — — ( 101,150 ) Balance at December 31, 2024 166,636,537 1,666 ( 5,906,966 ) 4,560,334 2,194,974 1,865 851,873 Net loss — — — — ( 202,321 ) — ( 202,321 ) Equity interest in investee’s unrealized gains — — — — — 203 203 Common share grants 1,747,861 17 — 3,746 — — 3,763 Common share repurchases ( 245,685 ) ( 2 ) — ( 658 ) — — ( 660 ) Common share forfeitures ( 68,584 ) — — ( 51 ) — — ( 51 ) Distributions — — ( 6,683 ) — — — ( 6,683 ) Balance at December 31, 2025 168,070,129 $ 1,681 $ ( 5,913,649 ) $ 4,563,371 $ 1,992,653 $ 2,068 $ 646,124 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 202,321 ) $ ( 275,526 ) $ ( 32,779 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 314,963 371,786 384,060 Net amortization of debt issuance costs, discounts and premiums as interest 46,337 31,127 25,710 Straight line rental income ( 11,222 ) ( 18,541 ) ( 13,165 ) Loss on early extinguishment of debt, net 2,897 16,181 1,524 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 ) Deferred income taxes 2,678 ( 3,169 ) ( 1,291 ) Other non-cash income, net ( 1,827 ) ( 1,841 ) ( 1,706 ) Changes in assets and liabilities: Due from related persons 3,670 2,465 21,135 Other assets 18,171 743 35,693 Accounts payable and other liabilities ( 61,456 ) ( 42,586 ) 144,079 Due to related persons 4,022 ( 3,490 ) 439 Net cash provided by operating activities 117,808 139,391 485,549 Cash flows from investing activities: 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. common shares — — 101,892 Proceeds from sale of tradenames and trademarks — — 89,400 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 provided by (used in) investing activities 528,712 ( 222,859 ) ( 29,577 ) Cash flows from financing activities: Proceeds from mortgage notes payable, net of discounts — — 576,946 Repayment of mortgage notes payable ( 1,958 ) ( 1,958 ) ( 1,631 ) 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 — Repayments of revolving credit facility ( 915,000 ) ( 10,000 ) — Payment of debt issuance costs ( 8,220 ) ( 5,471 ) ( 56,545 ) Repurchase of common shares ( 660 ) ( 751 ) ( 802 ) Distributions to common shareholders ( 6,683 ) ( 101,150 ) ( 132,430 ) 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 Cash and cash equivalents and restricted cash at end of year $ 372,088 $ 157,386 $ 197,830 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents SERVICE PROPERTIES TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (dollars in thousands) Year Ended December 31, 2025 2024 2023 Supplemental cash flow information: Cash paid for interest $ 379,566 $ 366,194 $ 314,323 Cash (refunded) paid for income taxes $ ( 639 ) $ 4,190 $ 1,365 Non-cash investing activities: Real estate improvements accrued, not paid $ 47,560 $ 40,954 $ 47,868 Non-cash financing activities: Extinguishment of senior unsecured notes $ — $ ( 2,569 ) $ — Supplemental disclosure of cash and cash equivalents and restricted cash: The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows: 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. F-8 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 1. Organization 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. 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. Note 2. Summary of Significant Accounting Policies Basis of Presentation. These consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are 100 % owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ™ , or ASC. 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 $ 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. The assets of our TRSs are available to satisfy our TRSs’ obligations and we have guaranteed certain obligations of our TRSs. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. 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. We record real estate properties at cost less impairments, if any. We record the cost of real estate acquired at the relative fair value of building, land, furniture, fixtures and equipment, and, if applicable, acquired in place leases, above or below market leases and customer relationships. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. For transactions that qualify as business combinations, we allocate the excess, if any, of the consideration over the fair value of the net assets acquired to goodwill. We depreciate real estate properties on a straight line basis over estimated useful lives of up to 40 years for buildings and improvements and up to 12 years for personal property and we amortize finite lived intangible assets over the shorter of their useful lives or the term of the associated lease. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determination of useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. We regularly evaluate whether events or changes in circumstances have occurred that could indicate an impairment in the value of our real estate properties. These indicators may include weak or declining operating profitability, cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life or market or industry changes that could permanently reduce the value of our investments. If there is an indication that the carrying value of a property is not recoverable, we estimate the projected undiscounted cash flows of the asset to determine if an impairment loss should be recognized. We determine the amount of an impairment loss by comparing the historical carrying value of the property to its estimated fair value. We estimate fair value by evaluating recent financial performance and projecting discounted cash flows of properties using standard industry valuation techniques. In addition to consideration of impairment upon the events or changes in circumstances described above, we regularly evaluate the remaining lives of our real estate properties. If we change F-9 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) estimated lives, we depreciate or amortize the carrying values of affected assets over the revised remaining lives. 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. Intangible assets consist primarily of acquired above market operating leases where we are the lessor and below market ground leases for which we are the tenant or lessee. Intangible liabilities consist of acquired below market operating leases where we are the lessor and acquired above market ground leases for which we are the tenant or lessee. We include intangible assets in acquired real estate leases and other intangibles, net and intangible liabilities in accounts payable and other liabilities in our consolidated balance sheets. At December 31, 2025 and 2024, our intangible assets and liabilities were as follows: December 31, 2025 2024 Assets: Above market operating leases, net of accumulated amortization of $ 94,173 and $ 97,628 , respectively $ 97,864 $ 105,038 Below market ground leases, net of accumulated amortization of $ 12,516 and $ 11,260 , respectively 1,317 1,977 Other, net of accumulated amortization of $ 435 and $ 617 , respectively 863 941 $ 100,044 $ 107,956 Liabilities: Below market operating leases, net of accumulated amortization of $ 720 and $ 656 , respectively $ 435 $ 560 $ 435 $ 560 We amortize above and below market leases on a straight line basis over the terms of the associated leases. For the years ended December 31, 2025, 2024 and 2023, amortization relating to intangible assets was $ 20,977 , $ 22,666 and $ 32,223 , respectively, and amortization relating to intangible liabilities was $ 125 , $ 193 and $ 205 , respectively. As of December 31, 2025, the weighted average amortization period for capitalized above market leases and below market leases were 9.2 years and 7.4 years, respectively. As of December 31, 2025, we estimate future amortization relating to intangible assets and liabilities as follows: Year Above Market Operating Leases Below Market Ground Leases Other Below Market Operating Leases 2026 $ 14,419 $ 658 $ 78 $ ( 119 ) 2027 12,282 658 78 ( 87 ) 2028 9,492 1 78 ( 74 ) 2029 7,919 — 78 ( 31 ) 2030 7,308 — 78 ( 13 ) Thereafter 46,444 — 473 ( 111 ) Total $ 97,864 $ 1,317 $ 863 $ ( 435 ) Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash. Restricted cash consists of amounts escrowed pursuant to the terms of our hotel management agreements to fund capital improvements at our hotels and amounts escrowed as required by certain of our debt agreements. F-10 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Debt Issuance Costs. Debt issuance costs consist of capitalized issuance costs related to borrowings, which are amortized to interest expense over the terms of the respective debt. 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, 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, the VFN, our senior notes and our net lease mortgage notes as of December 31, 2025, are as follows: Year Amount 2026 $ 24,164 2027 19,533 2028 7,373 2029 5,121 2030 3,414 Thereafter 3,714 Total $ 63,319 Equity Method Investment. We account for our 34 % non-controlling interest in Sonesta under the equity method of accounting. Sonesta is a private company and Adam D. 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 former Managing Trustee. Certain of Sonesta’s officers are officers of RMR. Certain other officers and employees of Sonesta are former employees of RMR. RMR also provides certain services to Sonesta. See Notes 4, 5 and 9 for a further discussion of our investment in and relationships with Sonesta. Equity Securities. 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. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . Fair Value of Financial Instruments. We determine the estimated fair value of financial assets and liabilities using the three-tier fair value hierarchy established by GAAP, which prioritizes observable inputs in active markets when measuring fair value. The three levels of inputs that may be used to measure fair value in order of priority are as follows: Level 1 - Inputs include quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 - Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly. Level 3 - Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement. Revenue Recognition. We report hotel operating revenues for managed hotels in our consolidated statements of comprehensive income (loss). We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided. We report rental income for leased properties in our consolidated statements of comprehensive income (loss). We recognize rental income from operating leases on a straight line basis over the terms of the lease agreements. We increased rental income by $ 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. F-11 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements. We may determine percentage rent due to us under our leases monthly, quarterly or annually, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We recorded percentage rent of $ 2,992 , $ 2,707 and $ 6,600 during the years ended December 31, 2025, 2024 and 2023, respectively. Per Common Share Amounts. We calculate basic earnings per common share using the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. For the 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: net lease investments and hotel investments. Income Taxes. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT. The Income Taxes Topic of the Codification prescribes how we should recognize, measure and present in our consolidated financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Tax benefits are recognized to the extent that it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized upon settlement. Our tax returns filed for the 2022 through 2025 tax years are subject to examination by taxing authorities. We classify interest and penalties related to uncertain tax positions, if any, in our consolidated statements of comprehensive income (loss) as a component of general and administrative expense. New Accounting Pronouncements. In December 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. 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. ASU No. 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. 2024-03 will have on our consolidated financial statements. F-12 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 3. Real Estate Properties 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. Our real estate properties, at cost after impairments, consisted of land of $ 1,750,799 , buildings and improvements of $ 6,001,000 and furniture, fixtures and equipment of $ 197,233 , as of December 31, 2025; and land of $ 1,930,459 , buildings and improvements of $ 7,342,164 and furniture, fixtures and equipment of $ 340,721 , as of December 31, 2024. 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, 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. Seven of the eight hotel ground leases require annual minimum rents averaging $ 365 per year; future rent under one ground lease has been prepaid. 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. Acquisitions 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: Net Lease 29 283,759 $ 94,552 $ 21,880 $ 58,755 $ 13,917 Properties acquired during the year ended December 31, 2023: 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. F-13 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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. Dispositions 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 Square Feet / Rooms or Suite Gross Sales Price (1) (Loss) / Gain on Sale of Real Estate, net (2) Loss on Impairment of Real Estate (3) Properties sold during the year ended December 31, 2025: 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 $ 878,343 $ 84,218 $ 81,788 Properties sold during the year ended December 31, 2024: 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 $ 105,862 $ 6,269 $ 33,670 Properties sold during the year ended December 31, 2023: Net Lease 13 160,310 $ 13,095 $ 1,378 $ 6,338 Hotels 18 2,526 157,230 41,861 — 31 160,310 / 2,526 $ 170,325 $ 43,239 $ 6,338 (1) Gross sales price is the gross contract price, excluding closing costs. (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, 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. F-14 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) 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. Note 4. 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 As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13,601,902 square feet with leases requiring annual minimum rents of $ 390,051 with a weighted (by annual minimum rents) average remaining lease term of 7.4 years. Our net lease properties were 96.6 % occupied and leased by 181 tenants operating under 140 brands in 21 distinct industries. TA Leases. As of December 31, 2025, TA is our largest tenant, representing 33.0 % of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases that expire in 2033, or our TA leases, subject to TA’s right to extend those leases, and require annual minimum rents of $ 264,262 as of December 31, 2025. TA receives a monthly rent credit totaling $ 25,000 per year over the ten-year initial term of the TA leases as a result of rent it prepaid. On February 28, 2024, TA acquired the leasehold interest of one of our travel centers from a third party landlord. The aggregate minimum rent due to us under our leases with TA for the remaining 175 travel centers was unchanged as a result of TA’s acquisition of this leasehold interest. 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: Number of Travel Centers Initial Term End (1) Annual Minimum Rent (2) TA No. 1 Lease 34 May 14, 2033 $ 54,065 TA No. 2 Lease 36 May 14, 2033 47,974 TA No. 3 Lease 34 May 14, 2033 46,195 TA No. 4 Lease 36 May 14, 2033 48,923 TA No. 5 Lease 35 May 14, 2033 67,105 175 $ 264,262 (1) TA has five renewal options of ten years each under each of our TA leases. (2) Annual minimum rent increases by 2 % each year through the initial term of ten years and any of the five ten-year extension options that may be exercised. There is no percentage rent due under our TA leases. Our TA leases are “triple net” leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. TA is required to maintain the leased travel centers, including structural and non-structural components. BP Corporation North America Inc., a subsidiary of BP p.l.c., guarantees payment under each of the TA leases, limited to an aggregate cap which was $ 3,022,867 as of December 31, 2025. F-15 Table of Contents SERVICE PROPERTIES TRUST 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 $ 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. TA paid us the final quarterly installment owed to us in January 2023. As of December 31, 2025 and 2024, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 55,157 and $ 40,097 , respectively, included in other assets, net in our consolidated balance sheets. Until May 15, 2023, our TA leases required TA to pay us percentage rent based upon increases in certain sales. We recognized percentage rent due under our TA leases as rental income when all contingencies were met. 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. Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight-line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our net lease properties (excluding TA) of $ 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. We continually review receivables related to rent, straight-line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight-line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $ 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 F-16 Table of Contents SERVICE PROPERTIES TRUST 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. F-17 Table of Contents 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. 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, 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). As of December 31, 2025, our leases with parties other than our TRSs, provide for contractual minimum rents to be paid to us during the remaining current terms as follows: Year Amount 2026 $ 390,338 2027 387,894 2028 383,010 2029 379,542 2030 376,840 Thereafter 1,239,620 Total $ 3,157,244 Additional lease information (as lessee). As of December 31, 2025, eight of our hotels were subject to ground leases where we are the lessee. 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 F-18 Table of Contents 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. At December 31, 2025 and 2024, our right of use assets and related lease liabilities each totaled $ 147,198 and $ 150,846 , respectively, which represented our future obligations under our operating leases and are included in other assets, net and accounts payable and other liabilities , respectively, in our consolidated balance sheets. Our operating leases require minimum fixed rent payments, percentage rent payments based on a percentage of hotel revenues in excess of certain thresholds and rent payments equal to the greater of a minimum fixed rent or percentage rent. Rental expense related to our hotel operating leases of $ 9,312 , $ 9,476 and $ 9,618 for the years ended December 31, 2025, 2024 and 2023, respectively, is included in hotel operating expenses within our consolidated statements of comprehensive income (loss). For operating leases related to our net lease properties, our tenants are required to pay the rental expense. As of December 31, 2025, our operating leases provide for contractual minimum rent payments to third parties during the remaining lease terms, as follows: Year Amount 2026 $ 14,352 2027 14,363 2028 14,082 2029 14,574 2030 14,833 Thereafter 189,946 Total lease payments 262,150 Less: imputed interest ( 114,952 ) Present value of lease liabilities (1) $ 147,198 (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. Note 5. Other Investments Equity Method Investment As of both December 31, 2025 and 2024, we owned 34 % of Sonesta’s outstanding common stock. We account for our 34 % non-controlling interest in Sonesta under the equity method of accounting. As of December 31, 2025 and 2024, our investment in Sonesta had a carrying value of $ 111,796 and $ 115,818 , respectively. 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 (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 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 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. F-19 Table of Contents 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. We continue to maintain our 34 % ownership in Sonesta after giving effect to these contributions. Summarized financial information for Sonesta as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 is as follows: December 31, 2025 2024 Total current assets $ 137,467 $ 200,461 Total noncurrent assets $ 632,467 $ 725,599 Total current liabilities $ 122,019 $ 178,933 Total noncurrent liabilities $ 286,790 $ 373,597 Non-controlling interest $ 52,519 $ 52,964 Year Ended December 31, 2025 2024 2023 Total revenues $ 814,457 $ 815,457 $ 765,011 Operating income (loss) $ 6,227 $ ( 12,216 ) $ 5,013 Net loss $ ( 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. Investment in Equity Securities Until May 15, 2023, we owned 1,184,797 shares, or approximately 7.8 %, of TA common stock, which were reported at fair value based on quoted market prices (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the end of the period, with changes in fair value recorded in earnings in our consolidated statements of comprehensive income (loss). As of May 15, 2023, our historical cost basis for these shares was $ 24,418 and our carrying value for these shares was $ 101,893 . On May 15, 2023, BP Products North America Inc. acquired TA pursuant to a merger, or the TA Merger, for $ 86.00 per share of TA common stock in cash. We recorded a gain of $ 48,837 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. Note 6. Indebtedness Our principal debt obligations at December 31, 2025 were: (1) $ 3,275,000 aggregate outstanding principal amount of senior unsecured notes; (2) $ 1,580,155 aggregate outstanding principal amount of senior secured 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 Our $ 650,000 secured revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to extend the stated maturity date of the facility by two additional six-month periods. F-20 Table of Contents 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. 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 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, 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: 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 provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business manager. Our debt agreements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Borrowings under our revolving credit facility are subject to meeting ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. We believe we were in compliance with the terms and conditions of our debt agreements as of December 31, 2025. 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. F-21 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 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 Initial Issuer. 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: Note Class Principal Outstanding as of December 31, 2025 Coupon Rate Initial Term (in years) Maturity Class A $ 300,679 5.15 % 5 February 2028 Class B 171,775 5.55 % 5 February 2028 Class C 132,200 6.70 % 5 February 2028 Total / weighted average $ 604,654 5.60 % The Class A notes and the Class B notes require monthly principal repayments at an annualized rate of 0.50 % and 0.25 % of the balance outstanding, respectively, and the Class C notes require interest payments only, with balloon payments due at maturity. The notes mature in February 2028 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in February 2026. The notes are non-recourse and, as of 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 . F-22 Table of Contents 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. 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: Year Amount 2026 $ 1,958 2027 1,477,114 2028 1,000,737 2029 1,125,000 2030 400,000 Thereafter 1,500,000 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. Note 7. Shareholders’ Equity Share Awards We have common shares available for issuance under the terms of our Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan. During the years ended December 31, 2025, 2024 and 2023, we awarded shares to our Trustees, officers and other employees of RMR as follows: Year Number of Shares Weighted Average Grant Date Fair Value Weighted Average Value of Grants 2025 1,747,861 $ 2.77 $ 4,842 2024 1,031,329 $ 4.50 $ 4,641 2023 438,000 $ 7.88 $ 3,451 F-23 Table of Contents 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. The common shares awarded to our Trustees vest immediately. The common shares awarded to our officers and certain other employees of RMR (in those capacities) vest in five equal annual installments beginning on the date of the award. Shares forfeited are recognized as they occur. 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). 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: 2025 2024 2023 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Unvested shares, beginning of year 1,024,441 $ 5.47 609,960 $ 7.88 588,830 $ 8.81 Shares awarded 1,747,861 $ 2.77 1,031,329 $ 4.50 438,000 $ 7.88 Shares vested ( 1,008,684 ) $ 3.92 ( 613,848 ) $ 6.23 ( 394,470 ) $ 9.21 Shares forfeited ( 68,584 ) $ 4.72 ( 3,000 ) $ 6.75 ( 22,400 ) $ 8.91 Unvested shares, end of year 1,695,034 $ 3.64 1,024,441 $ 5.47 609,960 $ 7.88 The 1,695,034 unvested shares as of December 31, 2025 are scheduled to vest as follows: 531,023 shares in 2026, 465,784 shares in 2027, 415,830 shares in 2028 and 282,397 shares in 2029. As of December 31, 2025, the estimated future compensation expense for the unvested shares was $ 5,346 . The weighted average period over which the compensation expense will be recorded is approximately 24 months. During the years ended December 31, 2025, 2024 and 2023, we recorded $ 3,712 , $ 3,620 and $ 3,417 , respectively, of compensation expense related to the 2012 Plan. At December 31, 2025, 1,661,921 of our common shares remain reserved for issuance under the 2012 Plan. Share Purchases During the years ended December 31, 2025, 2024 and 2023, we purchased our common shares from our officers and certain other current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of our common shares as follows: Year Aggregate Number of Shares Purchased Weighted Average Purchase Price Value 2025 245,685 $ 2.69 $ 660 2024 161,387 $ 4.65 $ 751 2023 98,571 $ 8.14 $ 802 Distributions During the years ended December 31, 2025, 2024 and 2023, we paid distributions on our common shares as follows: Annual Per Share Distribution Total Distributions Characterization of Distributions Year Ordinary Income Capital Gain Return of Capital Qualified Dividend (1) 2025 $ 0.04 $ 6,683 — % — % 100.00 % — % 2024 $ 0.61 $ 101,150 — % — % 100.00 % — % 2023 $ 0.80 $ 132,430 9.30 % 86.15 % 4.55 % 6.25 % (1) Qualified Dividends are a subset of, and included in, the Ordinary Income amount. On January 15, 2026, we declared a regular quarterly distribution to common shareholders of record on January 26, 2026 of $ 0.01 per share, or $ 1,681 . We paid this distribution on February 19, 2026. F-24 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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. Note 8. Business and Property Management Agreements with RMR We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR to manage from time to time. See Note 9 for further information regarding our relationships, agreements and transactions with RMR. Management Agreements with RMR. Our management agreements with RMR provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms: • Base Management Fee. The annual base management fee payable to RMR by us for each applicable period is equal to the lesser of: ◦ the sum of (a) 0.7 % of the average aggregate historical cost of our real estate investments up to $ 250,000 , plus (b) 0.5 % of the average aggregate historical cost of our real estate investments exceeding $ 250,000 ; and ◦ the sum of (a) 0.7 % of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded, during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $ 250,000 , plus (b) 0.5 % of our Average Market Capitalization exceeding $ 250,000 . The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves. • Incentive Management Fee . The incentive management fee which may be earned by RMR for an annual period is calculated as follows: ◦ An amount, subject to a cap based on the value of our common shares outstanding, equal to 12 % of the product of: • our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and • the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period. The MSCI U.S. 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. F-25 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 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. ◦ No incentive management fee is payable by us unless our total return per share during the measurement period is positive. ◦ The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated. ◦ If our total return per share exceeds 12 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12 % per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e., between 200 basis points and 500 basis points per year multiplied by the number of years in the measurement period and below the applicable market index). ◦ The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5 % of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the ten consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period. ◦ Incentive management fees we paid to RMR for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements. 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. F-26 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) • Property Management and Construction Supervision Fees. The property management fees payable to RMR by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR by us for each applicable period are equal to 5.0 % of construction costs for our net lease portfolio, and the office building component of one of our hotels that are subject to our property management agreement with RMR. We and RMR include the properties we lease to TA in our property management agreement. The property management fees payable to RMR by us for the properties we lease to TA are equal to 1.0 % of gross collected rents for the 2024 calendar year, 2.0 % of gross collected rents for the 2025 calendar year and 3.0 % of gross collected rents for the 2026 calendar year and thereafter. Pursuant to our property management agreement with RMR, RMR oversees any major capital projects and repositioning activities at our hotels, including our hotels that are managed by Sonesta, as we may request from time to time. RMR receives the same fee previously paid to Sonesta for these services, which is equal to 3 % of the cost of any such major capital project or repositioning activity. Property management fees are included in 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. We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR employees assigned to work exclusively or partly at our net lease properties and the office building component of one of our hotels, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function, and as otherwise agreed. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR which are included in net lease operating expenses and general and administrative expenses, as applicable, in our consolidated statements of comprehensive income (loss). • Term. 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. • Termination Rights . We have the right to terminate one or both of our management agreements with RMR: (i) at any time on 60 days’ written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR, as defined therein. RMR has the right to terminate the management agreements for good reason, as defined therein. • Termination Fee . If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a ten year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR. • Transition Services. RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable. • Vendors. Pursuant to our management agreements with RMR, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. 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. F-27 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) • Investment Opportunities . Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR. In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees. 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: Financial Statement Year Ended December 31, Line Item 2025 2024 2023 Pursuant to business management agreement: Net business management fees (1) General and administrative $ 28,122 $ 29,653 $ 33,352 Pursuant to property management agreement: 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 $ 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. Note 9. Related Person Transactions We have relationships and historical and continuing transactions with TA, Sonesta, RMR, RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. Following the TA Merger, TA ceased being a related party. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher 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. John G. 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. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including Mr. Bilotto, and certain of our officers, serve as managing trustees or officers of certain of these companies. F-28 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Our Manager, RMR . We have two agreements with RMR to provide management services to us. See Note 8 for further information regarding our management agreements with RMR. Share Awards to RMR Employees. As described in Note 7, we award shares to our officers and other employees of RMR annually. Generally, one fifth of these awards vest on the award date and one fifth vests on each of the next four anniversaries of the award dates. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder’s retirement as an officer of us or an officer or employee of RMR. These awards to RMR employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR. See Note 7 for information regarding our share awards activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligations on the vesting of share awards. TA . We lease 175 of our travel centers to TA under the TA leases. RMR provides management services to us and, until the TA Merger, provided services to TA, and Mr. Portnoy, until the TA Merger, also served as the chair of the board of directors and as a managing director of TA and, as of immediately prior to the TA Merger, beneficially owned 661,506 shares of TA common stock (including through RMR), representing approximately 4.4 % of TA’s outstanding shares of common stock. See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with TA. Sonesta . 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. Jeffrey C. 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. As of December 31, 2025, we owned 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 69 of our hotels. See Notes 4 and 5 for further information regarding our relationships, agreements and transactions with Sonesta. F-29 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 10. Income Taxes 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: Year Ended December 31, 2025 2024 2023 Current: Federal $ — $ — $ — State 620 931 ( 106 ) Foreign 1,775 1,105 503 2,395 2,036 397 Deferred: Foreign ( 13,112 ) ( 634 ) ( 1,895 ) ( 13,112 ) ( 634 ) ( 1,895 ) $ ( 10,717 ) $ 1,402 $ ( 1,498 ) 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. 2023-09. December 31, 2025 Amount Percent U.S. 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. F-30 Table of Contents 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, 2024 2023 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % Nontaxable income of SVC ( 21.0 ) % ( 21.0 ) % State and local income taxes, net of federal tax benefit ( 0.3 ) % 0.3 % Foreign taxes ( 0.2 ) % ( 6.9 ) % Foreign tax rate change — % 11.0 % Effective tax rate ( 0.5 ) % 4.4 % Deferred income tax balances generally reflect the net tax effects of temporary differences between the carrying amounts of certain of our assets and liabilities in our consolidated balance sheets and the amounts used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. In December 2023, our subsidiary which operates in Puerto Rico elected to be taxed as a corporation for purposes of Puerto Rico tax law. This election increased the entity’s tax rate in Puerto Rico from 29.0 % to 37.5 %. 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: As of December 31, 2025 2024 Deferred tax assets: Tax loss carryforwards $ 156,675 $ 140,665 Other 13,703 12,782 Deferred tax assets 170,378 153,447 Valuation allowance ( 170,378 ) ( 152,676 ) Net deferred tax assets $ — $ 771 Deferred tax liabilities: Property basis difference $ ( 550 ) $ ( 7,754 ) Puerto Rico deferred tax gain ( 1,837 ) ( 8,073 ) Other — ( 442 ) Net deferred tax liabilities $ ( 2,387 ) $ ( 16,269 ) Net deferred tax liabilities are included in accounts payable and other liabilities in our consolidated balance sheets. At December 31, 2025 and 2024, our consolidated TRS had a net deferred tax asset, prior to any valuation allowance, of $ 157,819 and $ 141,642 , respectively, which consists primarily of the tax benefit of net operating loss carryforwards and tax credits. Because of the uncertainty surrounding our ability to realize the future benefit, we have provided a 100 % valuation allowance against certain deferred tax assets as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, our consolidated TRS had net operating loss carryforwards for federal income tax purposes of approximately $ 631,360 and $ 556,778 , respectively, which partially expire starting in 2030. At December 31, 2025 and 2024, we recorded a deferred tax liability of $ 1,837 and $ 8,073 , respectively, as a result of the book value to tax basis difference related to the accounting of an insurance settlement in 2021. 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. F-31 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 11. Concentration Geographic Concentration 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 San Juan, Puerto Rico represent 4.3 % of our hotels, by investment, in the aggregate at December 31, 2025. Credit Concentration As of December 31, 2025, Sonesta operated 69 of our hotels and TA leased 175 of our net lease properties, representing 41.8 % and 33.0 %, respectively, of our investment. See Notes 4 and 9 for a discussion of our Sonesta and TA agreements. F-32 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 12. Segment Information Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or CODM, reviews the operating results to allocate resources and assess segment performance. The CODM is our President and Chief Executive Officer. Our two reportable segments are 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. Our CODM reviews operating and financial results, including net income (loss) and its components, to allocate resources and assess segment performance. The accounting policies of our reportable segments are the same as those described in Note 2. The tables below present information about our segments. Year Ended December 31, 2025 Net Lease Hotels Total Revenues: Hotel operating revenues $ — $ 1,413,403 $ 1,413,403 Rental income 401,435 — 401,435 Total revenues 401,435 1,413,403 1,814,838 Less: Room expenses — 387,243 387,243 Food and beverage expenses — 168,188 168,188 Management fees 8,517 52,199 60,716 Real estate taxes and insurance 3,041 109,316 112,357 Other operating expenses (1) 10,039 509,596 519,635 Depreciation and amortization 140,700 174,263 314,963 Interest expense 49,458 — 49,458 Other segment items (2) 5,682 6,173 11,855 Segment profit 183,998 6,425 190,423 Reconciliation of segment profit: General and administrative ( 40,667 ) Transaction related costs ( 289 ) Interest income 8,773 Interest expense ( 364,156 ) Loss on early extinguishment of debt, net ( 2,897 ) Income tax benefit 10,717 Equity in losses of an investee ( 4,225 ) Net loss $ ( 202,321 ) (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. F-33 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Year Ended December 31, 2024 Net Lease Hotels Total Revenues: Hotel operating revenues $ — $ 1,496,705 $ 1,496,705 Rental income 400,223 — 400,223 Total revenues 400,223 1,496,705 1,896,928 Less: Room expenses — 396,855 396,855 Food and beverage expenses — 162,206 162,206 Management fees 6,012 54,738 60,750 Real estate taxes and insurance 3,312 122,342 125,654 Other operating expenses (1) 10,493 538,012 548,505 Depreciation and amortization 150,487 221,299 371,786 Interest expense 46,231 — 46,231 Other segment items (2) 19,687 36,746 56,433 Segment profit (loss) 164,001 ( 35,493 ) 128,508 Reconciliation of segment profit or loss: General and administrative ( 40,239 ) Interest income 3,648 Interest expense ( 337,561 ) Loss on early extinguishment of debt, net ( 16,181 ) Income tax expense ( 1,402 ) Equity in losses of an investee ( 12,299 ) Net loss $ ( 275,526 ) (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 gains and losses on asset impairment and sale of real estate and interest income, as applicable. F-34 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Year Ended December 31, 2023 Net Lease Hotels Total Revenues: Hotel operating revenues $ — $ 1,478,034 $ 1,478,034 Rental income 395,829 — 395,829 Total revenues 395,829 1,478,034 1,873,863 Less (plus): Room expenses — 389,262 389,262 Food and beverage expenses — 150,124 150,124 Management fees 3,702 54,192 57,894 Real estate taxes and insurance 3,465 109,287 112,752 Other operating expenses (1) 10,496 521,041 531,537 Depreciation and amortization 167,825 216,235 384,060 Interest expense 40,920 — 40,920 Other segment items (2) 8,021 ( 42,003 ) ( 33,982 ) Segment profit 161,400 79,896 241,296 Reconciliation of segment profit: General and administrative ( 45,397 ) Transaction related costs 1,623 Gain on equity securities 48,837 Interest income 20,692 Interest expense ( 295,422 ) Loss on early extinguishment of debt, net ( 1,524 ) Income tax benefit 1,498 Equity in losses of an investee ( 4,382 ) Net loss $ ( 32,779 ) (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 gains and losses on asset impairment and sale of real estate and interest income, as applicable. As of December 31, 2025 2024 2023 Assets: 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 Total assets $ 6,491,580 $ 7,119,558 $ 7,356,116 As of December 31, 2025 2024 2023 Capital expenditures: Net Lease $ 2,451 $ 5,494 $ 3,477 Hotels 234,469 297,398 232,053 Total capital expenditures $ 236,920 $ 302,892 $ 235,530 F-35 Table of Contents SERVICE PROPERTIES TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (dollars in thousands, except per share amounts) Note 13. Fair Value of Assets and Liabilities The table below presents certain of our assets carried at fair value at December 31, 2025, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset. Fair Value at Reporting Date Using Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Non-recurring Fair Value Measurement Assets: Assets of properties held for sale (1) $ 610 $ — $ 610 $ — (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: December 31, 2025 December 31, 2024 Carrying Fair Carrying Fair Value (1) Value Value (1) Value Senior Unsecured Notes, due 2026 at 5.25 % $ — $ — $ 348,730 $ 339,889 Senior Unsecured Notes, due 2026 at 4.75 % — — 448,957 425,237 Senior Unsecured Notes, due 2027 at 4.95 % 399,164 401,716 398,428 373,796 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 % 578,368 598,113 568,283 585,236 Senior Unsecured Notes, due 2028 at 3.95 % 397,645 377,596 396,505 335,056 Senior Guaranteed Unsecured Notes, due 2029 at 8.375 % 686,738 703,780 682,934 676,725 Senior Unsecured Notes, due 2029 at 4.95 % 422,056 368,382 421,269 338,071 Senior Unsecured Notes, due 2030 at 4.375 % 395,318 338,932 394,189 301,752 Senior Secured Notes, due 2031 at 8.625 % 976,121 1,050,370 972,073 1,040,590 Senior Guaranteed Unsecured Notes, due 2032 at 8.875 % 484,904 493,225 482,577 462,755 Total financial liabilities $ 5,289,428 $ 5,299,362 $ 5,560,703 $ 5,299,916 (1) Carrying value includes unamortized discounts, premiums and certain debt issuance costs. 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). At December 31, 2025 and 2024, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement date (Level 3 inputs). As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value. F-36 Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2025 (dollars in millions) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount at which Carried at Close of Period Property Count Brand Encumbrances (1) Land Building & Improvements Improvements Impairment Cost Basis Adjustment (2) Land Building & Improvements Total (3) Accumulated Depreciation (4) Date of Construction Date Acquired Hotel Properties 17 Royal Sonesta Hotels® $ — $ 229 $ 1,118 $ 498 $ ( 9 ) $ ( 51 ) $ 229 $ 1,556 $ 1,785 $ ( 491 ) 1912 through 2010 2001 through 2019 22 Sonesta Hotels & Resorts® — 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 5 Radisson® Hotels & Resorts — 9 93 59 — ( 2 ) 9 150 159 ( 88 ) 1987 through 1990 1996 through 1997 7 Sonesta Simply Suites® — 18 78 44 ( 1 ) ( 14 ) 18 107 125 ( 51 ) 1998 through 2001 1999 through 2003 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 Net Lease Service Retail Properties (5) 131 TravelCenters of America (6)(7) — 564 936 452 — ( 506 ) 564 882 1,446 ( 521 ) 1962 through 2017 2007 through 2017 44 Petro Stopping Centers (6)(7) — 260 522 195 — ( 278 ) 260 439 699 ( 240 ) 1975 through 2017 2008 through 2017 14 The Great Escape — 19 64 — — — 19 64 83 ( 15 ) 1986 through 2007 2019 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 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 2019 3 Flying J Travel Plaza — 6 32 1 — — 6 33 39 ( 7 ) 2001 2019 6 America's Auto Auction 31 7 23 6 — — 7 29 36 ( 7 ) 1960 through 2020 2019 4 Courthouse Athletic Club 21 5 28 — — — 5 28 33 ( 7 ) 1980 through 2001 2019 2 Big Al's 21 3 28 — — — 3 28 31 ( 4 ) 2006 through 2010 2019 4 B&B Theatres — 12 15 3 — — 12 18 30 ( 6 ) 1998 through 2022 2019 1 Fleet Farm — 3 28 — — — 3 28 31 ( 6 ) 1979 2019 16 Martin's 20 7 21 — — ( 1 ) 7 20 27 ( 6 ) 1962 through 2003 2019 20 Popeye's 22 8 17 — — — 8 17 25 ( 7 ) 1968 through 2003 2019 S-1 Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount at which Carried at Close of Period Property Count Brand Encumbrances (1) Land Building & Improvements Improvements Impairment Cost Basis Adjustment (2) Land Building & Improvements Total (3) Accumulated Depreciation (4) Date of Construction Date Acquired 17 Burger King 18 5 21 — — — 5 21 26 ( 9 ) 1979 through 2024 2019 18 Arby's 19 6 18 — — — 6 18 24 ( 9 ) 1967 through 2008 2019 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 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 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 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 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 2019 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 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 Baptist Emergency Hospital 11 2 8 — — — 2 8 10 ( 1 ) 2013 2019 12 Core & Main 4 4 5 — — — 4 5 9 ( 2 ) 1972 through 1998 2019 4 Meineke Car Care Center — 3 6 — — — 3 6 9 ( 2 ) 1999 through 2000 2019 1 Cermak Fresh Market 7 2 7 — — — 2 7 9 ( 4 ) 1989 2019 1 Columbus Preparatory Academy 6 1 8 — — — 1 8 9 ( 1 ) 2004 2019 1 Kohl's 6 2 6 — — — 2 6 8 ( 2 ) 1986 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 2019 3 Oregano's Pizza Bistro 5 1 6 — — — 1 6 7 ( 2 ) 1964 through 2006 2019 S-2 Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount at which Carried at Close of Period Property Count Brand Encumbrances (1) Land Building & Improvements Improvements Impairment Cost Basis Adjustment (2) Land Building & Improvements Total (3) Accumulated Depreciation (4) Date of Construction Date Acquired 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 2025 7 Hughes Supply 4 2 4 — — — 2 4 6 ( 2 ) 1976 through 2024 2019 5 Brookshire Brothers 6 1 5 — — — 1 5 6 ( 2 ) 1992 through 2005 2019 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 3 Wendy's 5 1 5 — — — 1 5 6 ( 2 ) 1984 through 2005 2019 2 Flying Star Cafe 4 1 5 — — — 1 5 6 ( 1 ) 1994 through 1999 2019 1 Jack Stack Barbeque 4 1 5 — — — 1 5 6 ( 1 ) 1983 2019 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 White Cap 5 2 3 — — — 2 3 5 ( 1 ) 1990 through 2001 2019 2 Walgreens 3 — 5 — — — — 5 5 ( 2 ) 1993 through 1999 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 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 Erik's Bike Shop Inc. — 1 3 — — — 1 3 4 ( 1 ) 1996 2019 1 Miller Waste Mills — — 4 — — — — 4 4 ( 2 ) 1960 2019 1 Southern Pediatrics 3 1 3 — — — 1 3 4 ( 1 ) 2011 2019 1 Win Win — 1 3 — — — 1 3 4 ( 1 ) 1990 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 S-3 Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount at which Carried at Close of Period Property Count Brand Encumbrances (1) Land Building & Improvements Improvements Impairment Cost Basis Adjustment (2) Land Building & Improvements Total (3) Accumulated Depreciation (4) Date of Construction Date Acquired 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 Gold Star Chili — 1 2 — — — 1 2 3 — 2003 2025 2 Hooters 2 1 1 — — — 1 1 2 ( 1 ) 1977 through 1994 2019 2 Rally's 1 1 1 — — — 1 1 2 — 1992 2019 2 Taco Bueno 2 1 1 — — — 1 1 2 ( 1 ) 1991 through 2003 2019 2 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 2019 1 Long John Silver's 1 1 1 — — — 1 1 2 — 1987 2019 1 Moe's American Grill — — 2 — — — — 2 2 ( 1 ) 1953 2019 1 Orscheln Farm and Home 2 1 1 — — — 1 1 2 — 1977 2019 1 Red Robin Gourmet Burgers — 1 1 — — — 1 1 2 ( 1 ) 1995 2019 1 Schumacher Homes 1 1 1 — — — 1 1 2 — 2014 2019 1 Bru Burger Bar 1 — 1 — — — — 1 1 — 1996 2019 1 Buchheit 1 — 1 — — — — 1 1 — 1986 2019 1 Captain D's 1 — 1 — — — — 1 1 — 1995 2019 1 Chicken Salad Chick 1 — 1 — — — — 1 1 — 1976 through 2021 2019 1 Clean Express Auto Wash — — 1 — — — — 1 1 ( 1 ) 1991 2019 1 Discount Tire — 1 4 — — ( 4 ) 1 — 1 — 2009 2019 1 El Forastero 1 — 1 — — — — 1 1 — 1985 through 2021 2019 1 Howlin Concrete 1 1 — — — — 1 — 1 — 1922 2019 1 KFC 1 — 1 — — — — 1 1 — 2002 2019 1 Little Caesars — — 1 — — — — 1 1 — 1996 through 2020 2019 1 NAPA Auto Parts 1 — 1 — — — — 1 1 — 2001 2019 1 O'Reilly Auto Parts 1 — 1 — — — — 1 1 — 2006 2019 1 Old Mexico Cantina 1 — 1 — — — — 1 1 — 2007 2019 1 Robata — — 1 — — — — 1 1 — 1980 2019 1 SRS Distribution 1 — 1 — — — — 1 1 ( 1 ) 1975 2019 S-4 Table of Contents SERVICE PROPERTIES TRUST SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued) December 31, 2025 (dollars in millions) Initial Cost to Company Costs Capitalized Subsequent to Acquisition Gross Amount at which Carried at Close of Period Property Count Brand Encumbrances (1) Land Building & Improvements Improvements Impairment Cost Basis Adjustment (2) Land Building & Improvements Total (3) Accumulated Depreciation (4) Date of Construction Date Acquired 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 2025 1 Family Dollar Stores — — — — — — — — — — 1988 2019 1 Dunkin' Donuts — — — — — — — — — — 1977 through 2022 2019 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 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 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 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 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) 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. S-5 Table of Contents SERVICE PROPERTIES TRUST NOTES TO SCHEDULE III December 31, 2025 (dollars in thousands) (A) The change in total cost of properties for the period from January 1, 2023 to December 31, 2025 is as follows: 2025 2024 2023 Balance at beginning of year $ 9,272,623 $ 9,415,896 $ 9,174,451 Additions: acquisitions and capital expenditures 265,249 278,797 363,601 Dispositions ( 1,637,605 ) ( 336,703 ) ( 110,535 ) Reclassification of properties held for sale ( 148,467 ) ( 85,367 ) ( 11,621 ) Balance at close of year $ 7,751,800 $ 9,272,623 $ 9,415,896 (B) The change in accumulated depreciation for the period from January 1, 2023 to December 31, 2025 is as follows: 2025 2024 2023 Balance at beginning of year $ 3,029,044 $ 2,950,685 $ 2,749,862 Additions: depreciation expense 156,246 211,106 207,641 Dispositions ( 771,244 ) ( 87,208 ) ( 4,747 ) Reclassification of properties held for sale ( 63,144 ) ( 45,539 ) ( 2,071 ) Balance at close of year $ 2,350,902 $ 3,029,044 $ 2,950,685 (C) The aggregate cost tax basis for federal income tax purposes of our real estate properties was $ 6,105,365 on December 31, 2025. S-6 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Service Properties Trust By: /s/ Christopher J. Bilotto Christopher J. Bilotto President and Chief Executive Officer Dated: February 25, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Christopher J. Bilotto Managing Trustee, President and Chief Executive Officer (Principal Executive Officer) February 25, 2026 Christopher J. Bilotto /s/ Brian E. Donley Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 25, 2026 Brian E. Donley /s/ Laurie B. Burns Independent Trustee February 25, 2026 Laurie B. Burns /s/ Robert E. Cramer Independent Trustee February 25, 2026 Robert E. Cramer /s/ Donna D. Fraiche Independent Trustee February 25, 2026 Donna D. Fraiche /s/ William A. Lamkin Independent Trustee February 25, 2026 William A. Lamkin /s/ Rajan C. Penkar Independent Trustee February 25, 2026 Rajan C. Penkar /s/ Adam D. Portnoy Managing Trustee February 25, 2026 Adam D. Portnoy