4 unchanged sentences
Investors and prospective investors should consider the risks described in our 2025 Annual Report and below and the information contained under the caption “Warning Concerning Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.
−Removed: Risks Related to Our Business
−Removed: We may fail to comply with the terms of our debt agreements, which could restrict us from incurring additional debt.
−Removed: Our debt agreements include various conditions and covenants.
−Removed: We may not be able to satisfy all of these conditions or may be unable to meet certain of these covenants for various reasons, including for reasons beyond our control.
−Removed: If any of the covenants in these debt agreements are not met, we could be prevented from refinancing maturing debt or incurring additional debt.
−Removed: Complying with these covenants may limit our ability to take actions that may be beneficial to us and our security holders.
−Removed: Our debt agreements require us to comply with certain financial and other covenants.
−Removed: These covenants may limit our operational flexibility.
−Removed: Our ability to comply with those covenants will depend upon the net rental income and hotel operating returns we receive from our properties.
−Removed: If our operating results, financial condition and/or liquidity decline, we may be unable to meet certain covenants and conditions under our debt agreements and may be unable to borrow under our revolving credit facility or incur additional debt.
−Removed: For example, if our consolidated income available for debt service to debt service ratio falls below the 1.50x requirement under certain of our debt agreements, we would be unable to incur additional debt while this ratio is below 1.50x, but would not be required to repay outstanding debt as a result of the inability to meet this covenant.
−Removed: An inability to incur additional indebtedness would require us to meet our capital needs from other sources, such as cash on hand, operating cash flow, equity financing or asset sales, which may not be available to us on attractive terms or at all and we may be unable to meet our obligations or grow our business by acquiring additional properties or otherwise.
−Removed: In the future, we may seek additional debt financing, as to which no assurances can be given that we will be successful in doing so.
−Removed: If we are successful in doing so, the covenants and conditions applicable to that debt may be more costly and more restrictive than the covenants and conditions that are contained in our existing debt agreements.
−Removed: Upon completion of our pending hotel sales, our investments will be more heavily concentrated in service-focused retail net lease properties.
−Removed: Upon completion of our pending hotel sales, a majority of our properties will be service-focused retail net lease properties, particularly in the travel center industry, and we intend to acquire similar additional properties.
−Removed: The market demand to lease service-focused retail properties generally reflects conditions in the U.S.
−Removed: If the general economy slows, the demand to lease service-focused retail properties will be reduced and the value of our common shares may decline.
−Removed: Because we expect to be concentrated in service-focused retail properties, the adverse impact of cyclical economic conditions affecting service-focused retail properties, particularly travel center properties, may have a greater impact on the value of our common shares than if we were invested in several different types of properties, including residential, office or other properties, in addition to service-focused retail properties.
+Added: Risks Related to Our Taxation
+Added: If we were to experience an ownership change under Section 382 of the IRC, the resulting limitations on tax losses and tax depreciation will strain our ability to meet applicable REIT distribution requirements and adversely impact our cash flows and financial position.
+Added: The scale and composition of our April 2026 equity offering brought us closer to (but did not cause us to exceed) the threshold for an “ownership change” as defined under Section 382 of the IRC.
+Added: If we were to experience such an ownership change (for example, through secondary market trading of our shares), then we would be (1) severely limited in our ability to use our net operating losses incurred prior to the ownership change, (2) required to reduce severely our tax depreciation deductions for the five-year period following the ownership change and (3) generally unable to use recognized asset sale losses as offsets to taxable gains during the five-year period following the ownership change (for example, with respect to applicable taxable gains from our anticipated asset dispositions).
+Added: In turn, these limitations could result in significantly higher taxable income than projected, potentially impairing our ability to satisfy REIT distribution requirements and adversely impacting our cash flows and financial position.
+Added: Although we have enforced and intend to continue to enforce the ownership limitations and transfer restrictions contained in our bylaws to mitigate the risk of an ownership change, such measures may not be successful.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.