What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 219 added, 163 removed, 482 unchanged (44% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Real estate properties:

35 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Hotel operating revenues $ 320,071 $ 404,405 $ 584,646 $ 739,368

8 unchanged sentences

Total expenses 548,436 438,599 913,763 885,901

Gain on sale of real estate, net 1,355 746

(Loss) gain on sale of real estate, net ( 383 ) ( 156 ) 972 590

Interest income 1,165 822 2,108 2,071

2 unchanged sentences

Loss on early extinguishment of debt, net ( 9,383 ) — ( 61,254 ) —

Loss before income tax expense and equity in losses of an investee ( 146,996 ) ( 111,645 )

Income tax expense ( 1,181 ) ( 843 )

Loss before income tax benefit (expense) and equity in losses of an investee ( 223,718 ) ( 37,176 ) ( 370,714 ) ( 148,821 )

Income tax benefit (expense) 132 ( 457 ) ( 1,049 ) ( 1,300 )

Equity in losses of an investee ( 252 ) ( 526 ) ( 3,253 ) ( 4,473 )

Net loss ( 223,838 ) ( 38,159 ) ( 375,016 ) ( 154,594 )

Other comprehensive income:

Equity interest in investee’s unrealized gains 14 153

Other comprehensive income 14 153

Other comprehensive (loss) income:

Equity interest in investee’s unrealized (losses) gains ( 71 ) 155 ( 57 ) 308

Other comprehensive (loss) income ( 71 ) 155 ( 57 ) 308

Comprehensive loss $ ( 223,909 ) $ ( 38,004 ) $ ( 375,073 ) $ ( 154,286 )

5 unchanged sentences

(dollars in thousands)

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

Net Income Cumulative Other Comprehensive Income Total

Number of Shares Common Shares Cumulative Common Distributions Additional Paid in Capital Cumulative Net Income Cumulative Other Comprehensive Income Total

Balance at December 31, 2025 33,614,025 $ 336 $ ( 5,913,649 ) $ 4,564,716 $ 1,992,653 $ 2,068 $ 646,124

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Balance at March 31, 2026 33,610,914 336 ( 5,915,330 ) 4,565,173 1,841,475 2,082 493,736

Net loss — — — — ( 223,838 ) — ( 223,838 )

Issuance of common shares, net 95,833,333 958 — 540,840 — — 541,798

Equity interest in investee’s unrealized losses — — — — — ( 71 ) ( 71 )

Common share grants 93,902 1 — 1,368 — — 1,369

Common share repurchases ( 6,076 ) — — ( 49 ) — — ( 49 )

Common share forfeitures ( 4,640 ) — — ( 19 ) — — ( 19 )

Distributions — — ( 6,471 ) — — — ( 6,471 )

Balance at June 30, 2026 129,527,433 $ 1,295 $ ( 5,921,801 ) $ 5,107,313 $ 1,617,637 $ 2,011 $ 806,455

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

SERVICE PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)

(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, 2024 33,327,307 $ 333 $ ( 5,906,966 ) $ 4,561,667 $ 2,194,974 $ 1,865 $ 851,873

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Balance at March 31, 2025 33,329,344 333 ( 5,908,632 ) 4,562,315 2,078,539 2,018 734,573

Net loss — — — — ( 38,159 ) — ( 38,159 )

Equity interest in investee’s unrealized gains — — — — — 155 155

Common share grants 56,595 1 — 1,138 — — 1,139

Common share repurchases ( 5,683 ) — — ( 59 ) — — ( 59 )

Common share forfeitures ( 8,090 ) — — ( 38 ) — — ( 38 )

Distributions — — ( 1,667 ) — — — ( 1,667 )

Balance at June 30, 2025 33,372,166 $ 334 $ ( 5,910,299 ) $ 4,563,356 $ 2,040,380 $ 2,173 $ 695,944

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

2 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

26 unchanged sentences

Borrowings under variable funding note — 45,000

Borrowings under revolving credit facility 50,000 50,000

Repayments of revolving credit facility ( 25,000 ) ( 100,000 )

1 unchanged sentence

Repurchase of common shares ( 80 ) ( 63 )

Issuance of common shares, net 541,798 —

Distributions to common shareholders ( 8,152 ) ( 3,333 )

7 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental cash flow information:

Cash paid for interest $ 158,873 $ 185,533

Cash refunded for income taxes $ ( 198 ) $ ( 183 )

Cash paid for income taxes $ 1,701 $ 1,897

Non-cash investing activities:

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The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:

As of March 31,

As of June 30,

Cash and cash equivalents $ 5,511 $ 63,176

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Service Properties Trust, or we, us or our, is a real estate investment trust, or REIT, organized on February 7, 1995 under the laws of the State of Maryland, which invests in service-focused retail net lease properties and hotels.

At March 31, 2026, we owned, directly and through our subsidiaries, 761 service-focused retail net lease properties and 93 hotels.

At June 30, 2026, we owned, directly and through our subsidiaries, 745 service-focused retail net lease properties and 93 hotels.

Basis of Presentation

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Actual results could differ from those estimates.

Estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets and impairment of real estate and related intangibles.

Estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets, certain fair value measurements and impairment of real estate and related intangibles.

We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ™ .

We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE.

The assets of our TRSs were $ 126,671 and $ 122,004 as of March 31, 2026 and December 31, 2025, respectively, and consist primarily of our TRSs’ investment in Sonesta International Hotels Corporation’s, or, collectively with its parent and subsidiaries, Sonesta’s, common stock and amounts due from and working capital advances to certain of our hotel managers.

The liabilities of our TRSs were $ 64,314 and $ 57,846 as of March 31, 2026 and December 31, 2025, respectively, and consist primarily of amounts payable to certain of our hotel managers.

The assets of our TRSs were $ 137,981 and $ 122,004 as of June 30, 2026 and December 31, 2025, respectively, and consist primarily of our TRSs’ investment in Sonesta International Hotels Corporation’s, or, collectively with its parent and subsidiaries, Sonesta’s, common stock and amounts due from and working capital advances to certain of our hotel managers.

The liabilities of our TRSs were $ 75,398 and $ 57,846 as of June 30, 2026 and December 31, 2025, 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.

After the close of trading on July 6, 2026, we effected a 1-for-5 reverse share split of our then issued and outstanding common shares, or the Reverse Share Split.

Unless otherwise noted, all impacted amounts and share information included in this Quarterly Report on Form 10-Q have been retroactively adjusted for the Reverse Share Split, as if it occurred on the first day of the first period presented.

Certain adjusted amounts and amounts per share may not agree with previously reported amounts due to the rounding of fractional shares.

Recent Accounting Pronouncements

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2024-03 will have on our condensed consolidated financial statements.

Revenue Recognition

We recognize in our condensed consolidated statements of comprehensive income (loss), hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

Revenue Recognition

We recognize rental income from operating leases on a straight line basis over the terms of the lease agreements in our condensed consolidated statements of comprehensive income (loss).

We increased rental income by $ 1,431 and $ 3,878 for the three months ended March 31, 2026 and 2025, respectively, to record scheduled rent changes under certain of our leases on a straight line basis.

Other assets, net, includes $ 101,710 and $ 98,729 of straight line rent receivables at March 31, 2026 and December 31, 2025, respectively.

We increased rental income by $ 1,878 and $ 2,683 for the three months ended June 30, 2026 and 2025, respectively, and increased rental income by $ 3,309 and $ 6,561 for the six months ended June 30, 2026 and 2025, respectively, to record scheduled rent changes under certain of our leases on a straight line basis.

Other assets, net, includes $ 105,138 and $ 98,729 of straight line rent receivables at June 30, 2026 and December 31, 2025, respectively.

Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements.

We 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 $ 940 and $ 846 for the three months ended March 31, 2026 and 2025, respectively.

We recorded percentage rent of $ 455 and $ 501 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,395 and $ 1,347 for the six months ended June 30, 2026 and 2025, respectively.

Per Common Share Amounts

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

For the three months ended March 31, 2026 and 2025, 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.

For the three and six months ended June 30, 2026 and 2025, 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.

Real Estate Properties

As of March 31, 2026, we owned 761 service-focused retail net lease properties with an aggregate of 13,605,978 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 93 hotels with an aggregate of 21,110 rooms or suites.

Our properties had an aggregate undepreciated book value of $ 8,058,562 , including $ 126,807 related to properties classified as held for sale as of March 31, 2026 and an aggregate undepreciated book value of $ 8,102,783 , including $ 153,751 related to properties classified as held for sale as of December 31, 2025.

We funded capital improvements to certain of our properties of $ 20,930 and $ 45,869 during the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 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.

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

As of June 30, 2026, we owned 745 service-focused retail net lease properties with an aggregate of 13,553,509 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 93 hotels with an aggregate of 21,110 rooms or suites.

Our properties had an aggregate undepreciated book value of $ 7,848,876 , including $ 256,892 related to properties classified as held for sale as of June 30, 2026 and an aggregate undepreciated book value of $ 8,102,783 , including $ 153,751 related to properties classified as held for sale, as of December 31, 2025.

We funded capital improvements to certain of our properties of $ 50,834 and $ 84,944 during the six months ended June 30, 2026 and 2025, respectively.

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

During the six months ended June 30, 2026, we acquired four net lease properties with a total of 11,988 square feet for a combined purchase price of $ 9,174 , excluding closing costs.

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

Quarter Acquired Property Type Number of Properties Square Feet Purchase Price (1)

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Q1 2026 Net Lease 3 8,788 $ 7,485 $ 1,946 $ 4,641 $ 898

Q2 2026 Net Lease 1 3,200 1,823 307 1,300 216

4 11,988 $ 9,308 $ 2,253 $ 5,941 $ 1,114

(1) Purchase price is the gross contract price, plus closing costs of $ 134 .

From April 1, 2026 through May 4, 2026, we acquired one net lease property with a total of 3,200 square feet for a purchase price of $ 1,776 , excluding closing costs.

During the three months ended March 31, 2026, we sold three properties for a combined sales price of $ 8,385 , excluding closing costs.

We have also entered into agreements to acquire five net lease properties with a total of 47,921 square feet for a combined purchase price of $ 14,245 , excluding closing costs.

These pending acquisitions are subject to conditions;

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

During the six months ended June 30, 2026, we sold 20 properties for a combined sales price of $ 20,575 , excluding closing costs.

The sales of these properties, as presented in the table below, do not represent a strategic shift in our business.

As a result, the results of the operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss).

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

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

2 unchanged sentences

Q1 2026 Net Lease 2 4,712 1,285 201

Q2 2026 Net Lease 17 111,345 12,190 ( 383 )

20 133 / 116,057

1 unchanged sentence

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

As of March 31, 2026, we had eight hotels with a total of 1,012 keys and 22 net lease properties with a total of 123,771 square feet classified as held for sale.

As of June 30, 2026, we had 14 hotels with a total of 2,761 keys and seven net lease properties with a total of 19,929 square feet classified as held for sale.

See Note 14 for further information on certain of these properties.

During the three months ended March 31, 2026, one hotel previously classified as held for sale was reclassified to held and used as we are no longer marketing it for sale.

During the six months ended June 30, 2026, one hotel previously classified as held for sale was reclassified to held and used as we are no longer marketing it for sale.

Upon reclassification, depreciation was resumed, and the hotel was measured at the lower of its carrying amount adjusted for depreciation that would have been recognized during the held for sale period or its fair value.

No impairment was recorded and the amount subject to the reclassification was not material to our condensed consolidated financial statements.

The following table summarizes the major class of assets and liabilities of our properties held for sale by our net lease investments and hotel investments segments as of March 31, 2026:

As of March 31, 2026

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

The following table summarizes the major classes of assets and liabilities of our properties held for sale by our net lease investments and hotel investments segments as of June 30, 2026:

As of June 30, 2026

Net Lease Hotels Total

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(1) Other assets, net includes working capital of $ 4,649 for our hotel investments segment as described in Note 6.

From April 1, 2026 through May 4, 2026, we sold 11 net lease properties with a total of 88,084 square feet for a combined sales price of $ 9,160 , excluding closing costs.

We have also entered into agreements to sell seven net lease properties with a total of 30,161 square feet for a combined sales price of $ 3,415 , excluding closing costs.

From July 1, 2026 through August 3, 2026, we sold two net lease properties with a total of 11,220 square feet for a combined sales price of $ 1,076 , excluding closing costs, and one hotel with 133 keys for a sales price of $ 18,350 , excluding closing costs.

We have also entered into agreements to sell 12 hotels with a total of 2,328 keys for a combined sales price of $ 77,350 , excluding closing costs.

These pending sales are subject to conditions;

2 unchanged sentences

Leases and Management Agreements

As of March 31, 2026, we owned 761 service-focused retail properties net leased to 185 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant, and 93 hotels included in four operating agreements managed by subsidiaries of the following companies:

As of June 30, 2026, we owned 745 service-focused retail properties net leased to 185 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant, and 93 hotels included in four operating agreements managed by subsidiaries of the following companies:

Sonesta ( 68 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( seven hotels), and InterContinental Hotels Group, plc, or IHG ( one hotel).

2 unchanged sentences

Net Lease Portfolio

As of March 31, 2026, we owned 761 service-focused retail net lease properties with an aggregate of 13,605,978 square feet with leases requiring annual minimum rents of $ 392,199 with a weighted (by annual minimum rents) average remaining lease term of 7.3 years.

As of June 30, 2026, we owned 745 service-focused retail net lease properties with an aggregate of 13,553,509 square feet with leases requiring annual minimum rents of $ 396,569 with a weighted (by annual minimum rents) average remaining lease term of 7.1 years.

Our net lease properties were 96.6 % occupied and leased by 185 tenants operating under 140 brands in 21 distinct industries.

2 unchanged sentences

(dollars in thousands, except per share amounts)

As of March 31, 2026, 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, or our TA leases, that expire in 2033 subject to TA’s right to extend those leases, and require annual minimum rents of $ 264,262 as of March 31, 2026.

As of June 30, 2026, TA is our largest tenant, representing 33.6 % of our total historical real estate investments.

TA receives a monthly rent credit totaling $ 25,000 per year over the 10-year initial term of the TA leases as a result of rent it prepaid.

2 unchanged sentences

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 $ 2,943,588 as of March 31, 2026.

We recognized rental income from our TA leases of $ 67,834 for each of the three months ended March 31, 2026 and 2025.

Rental income increased by $ 1,743 and $ 3,039 for the three months ended March 31, 2026 and 2025, respectively, to record the scheduled rent changes on a straight line basis.

As of March 31, 2026 and December 31, 2025, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 58,509 and $ 55,157 , respectively, included in other assets, net in our condensed consolidated balance sheets.

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 $ 2,863,781 as of June 30, 2026.

We recognized rental income from our TA leases of $ 67,834 for each of the three months ended June 30, 2026 and 2025, and $ 135,668 for each of the six months ended June 30, 2026 and 2025.

Rental income increased by $ 1,302 and $ 2,607 for the three months ended June 30, 2026 and 2025, respectively, and $ 3,045 and $ 5,646 for the six months ended June 30, 2026 and 2025, respectively, to record the scheduled rent changes on a straight line basis.

As of June 30, 2026 and December 31, 2025, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 61,302 and $ 55,157 , respectively, included in other assets, net in our condensed consolidated balance sheets.

Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments.

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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 $ 32,042 and $ 32,382 for the three months ended March 31, 2026 and 2025, respectively, which included $( 312 ) and $ 839 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.

We recognized rental income from our net lease properties (excluding TA) of $ 33,069 and $ 31,197 for the three months ended June 30, 2026 and 2025, respectively, which included $ 576 and $ 76 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.

We recognized rental income from our net lease properties (excluding TA) of $ 65,111 and $ 63,579 for the six months ended June 30, 2026 and 2025, respectively, which included $ 264 and $ 915 , 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.

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We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income.

We recorded reserves for uncollectable amounts and reduced rental income by $ 2,235 and $ 235 for the three months ended March 31, 2026 and 2025, respectively, based on our assessment of the collectability of rents.

We had reserves for uncollectable rents of $ 5,349 and $ 3,115 as of March 31, 2026 and December 31, 2025, respectively, included in other assets, net in our condensed consolidated balance sheets.

We recorded reserves for uncollectable amounts and reduced rental income by $ 635 and $ 2,870 for the three and six months ended June 30, 2026, respectively, based on our assessment of the collectability of rents.

We recorded reserves for uncollectable amounts and reduced rental income by $ 1,142 and $ 1,377 for the three and six months ended June 30, 2025, respectively, based on our assessment of the collectability of rents.

We had reserves for uncollectable rents of $ 5,567 and $ 3,115 as of June 30, 2026 and December 31, 2025, respectively, included in other assets, net in our condensed consolidated balance sheets.

Hotel Agreements

Sonesta Agreements

As of March 31, 2026, Sonesta managed 39 of our full service hotels, 22 of our extended stay hotels and seven of our select service hotels pursuant to management agreements.

As of March 31, 2026, the hotels Sonesta managed for us comprised approximately 41.8 % of our total historical real estate investments.

We are at various stages of selling 15 hotels with 3,022 keys managed by Sonesta.

Following the completion of the hotel sales, we expect to retain 53 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 certain hotels.

As of June 30, 2026, Sonesta managed 39 of our full service hotels, 22 of our extended stay hotels and seven of our select service hotels pursuant to management agreements.

As of June 30, 2026, the hotels Sonesta managed for us comprised approximately 40.9 % of our total historical real estate investments.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

In July 2026, we sold one hotel with 133 keys managed by Sonesta and are currently at various stages of selling 14 hotels with a total of 2,889 keys managed by Sonesta.

Following the completion of the hotel sales, we expect to retain 53 hotels managed by Sonesta, or the Retained 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.

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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 of each hotel, subject to caps, commencing with the 2026 calendar year, which has initially been set at $ 194,248 in the aggregate and increases based on the amount by which each hotel’s capital expenditures exceeds their respective FF&E reserve (the aggregate incentive threshold under our Retained Hotel agreements as of March 31, 2026 was $ 196,236 );

(ii) a brand promotion fee of 3.5 % of gross room revenues;

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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 $ 10,867 and $ 18,169 during the three months ended March 31, 2026 and 2025, respectively.

We incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs or brand promotion fees, and third-party reservation transmission fees or centralized service fees of $ 13,206 and $ 26,276 for the three months ended March 31, 2026 and 2025, respectively.

We accrued estimated incentive fees of $ 1,313 during the three months ended March 31, 2026 based on year-to-date results of certain Sonesta managed hotels in comparison to each hotel’s respective incentive threshold.

We realized returns under our Sonesta agreements of $ 43,213 and $ 65,518 during the three months ended June 30, 2026 and 2025, respectively, and $ 54,080 and $ 83,687 during the six months ended June 30, 2026 and 2025, respectively.

We incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs or brand promotion fees, and third-party reservation transmission fees or centralized service fees of $ 16,328 and $ 31,883 for the three months ended June 30, 2026 and 2025, respectively, and $ 29,534 and $ 58,159 during the six months ended June 30, 2026 and 2025, respectively.

We accrued estimated incentive fees of $ 887 during the six months ended June 30, 2026 based on year-to-date results of certain Sonesta managed hotels in comparison to each hotel’s respective incentive threshold.

The actual amount of incentive fees incurred for 2026, if any, will be based upon individual hotels’ cumulative annual results in comparison to their respective incentive thresholds and will be payable in 2027.

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

In addition, we incurred procurement and construction supervision fees payable to Sonesta pursuant to our legacy Sonesta agreement and construction management fees payable to Sonesta pursuant to our Sonesta agreements of $ 397 and $ 621 for the three months ended March 31, 2026 and 2025, respectively, which have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.

Our Sonesta agreements require us to fund capital expenditures made at our hotels.

We incurred capital expenditures for hotels included in our Sonesta agreements in an aggregate amount of $ 18,697 and $ 41,561 during the three months ended March 31, 2026 and 2025, respectively.

We owed Sonesta $ 10,587 and $ 39,509 for capital expenditures and other reimbursements at March 31, 2026 and December 31, 2025, respectively.

Sonesta owed us $ 7,184 and $ 241 in returns under our Sonesta agreements and other amounts as of March 31, 2026 and December 31, 2025, respectively.

Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets.

Our legacy Sonesta agreement requires that 5 % of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the owner’s priority returns due to us.

No FF&E escrow deposits were required during the three months ended March 31, 2026 or 2025.

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 $ 280 and $ 625 for the three months ended June 30, 2026 and 2025, respectively, and $ 677 and $ 1,246 during the six months ended June 30, 2026 and 2025, respectively, which have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

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 $ 25,203 and $ 37,246 during the three months ended June 30, 2026 and 2025, respectively, and $ 43,900 and $ 78,807 during the six months ended June 30, 2026 and 2025, respectively.

We owed Sonesta $ 7,790 and $ 39,509 for capital expenditures and other reimbursements at June 30, 2026 and December 31, 2025, respectively.

Sonesta owed us $ 17,749 and $ 241 in returns under our Sonesta agreements and other amounts as of June 30, 2026 and December 31, 2025, respectively.

Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets.

No FF&E escrow deposits were required during either of the three months or six months ended June 30, 2026 or 2025.

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 March 31, 2026 and December 31, 2025, we had advanced $ 31,702 and $ 31,835 , 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.

As of June 30, 2026 and December 31, 2025, we had advanced $ 31,702 and $ 31,835 , respectively, of initial working capital to Sonesta net of any working capital returned to us on termination of the applicable management agreements in connection with hotels we have sold.

These amounts are included in other assets, net and assets of properties held for sale, as applicable, in our condensed consolidated balance sheets.

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Hyatt Agreement

As of March 31, 2026, 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 March 31, 2026, we are to be paid an annual owner’s priority return of $ 17,400 .

As of June 30, 2026, 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 June 30, 2026, 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.

We realized returns under our Hyatt agreement of $ 3,262 and $ 3,127 during the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026 and 2025, 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 $ 1,444 and $ 1,367 , respectively, to record the guaranteed amount of the shortfalls due from Hyatt.

The available balance of the guaranty was $ 25,048 as of March 31, 2026.

During the three months ended March 31, 2026 and 2025, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $ 55 and $ 1,619 , respectively.

We realized returns under our Hyatt agreement of $ 3,263 during each of the three months ended June 30, 2026 and 2025, and $ 6,525 and $ 6,390 during the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026 and 2025, 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 decreased hotel operating expenses by $ 744 and $ 654 , respectively, to record the guaranteed amount due from Hyatt.

The available balance of the guaranty was $ 25,748 as of June 30, 2026.

We did not incur capital expenditures for hotels included in our Hyatt agreement during the three months ended June 30, 2026.

We incurred capital expenditures for certain hotels included in our Hyatt agreement in an aggregate amount of $ 349 during the three months ended June 30, 2025, and $ 55 and $ 1,968 , during the six months ended June 30, 2026 and 2025, respectively.

Radisson Agreement

As of March 31, 2026, 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 $ 10,920 .

As of June 30, 2026, 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 $ 10,975 .

Radisson has provided us with a $ 22,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us.

We realized returns under our Radisson agreement of $ 2,047 and $ 1,403 during the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026 and 2025, 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 $ 382 and $ 2,045 , respectively, to record the guaranteed amount of the shortfalls due from Radisson.

The available balance of the guaranty was $ 16,203 as of March 31, 2026.

During the three months ended March 31, 2026, we incurred capital expenditures of $ 138 for the hotels included in our Radisson agreement, which resulted in an increase in our contractual owner’s priority returns of $ 9 .

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

IHG Agreement

Our management agreement with IHG, or our IHG agreement, for one hotel expires on January 31, 2027.

We realized returns under our IHG agreement of $ 1,131 and $ 2,243 during the three months ended March 31, 2026 and 2025, 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 three months ended March 31, 2026 and 2025, we incurred capital expenditures of $ 271 and $ 975 , respectively, for the hotel included in our IHG agreement.

We realized returns under our Radisson agreement of $ 2,430 and $ 2,038 during the three months ended June 30, 2026 and 2025, respectively, and $ 4,477 and $ 3,441 during the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, the hotels under this agreement generated cash flows in excess of the guaranteed owner’s priority level due to us for the period.

During the six months ended June 30, 2025, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for the period, and we decreased hotel operating expenses by $ 2,820 to record the guaranteed amount due from Radisson.

The available balance of the guaranty was $ 16,585 as of June 30, 2026.

During the three and six months ended June 30, 2026, we incurred capital expenditures of $ 924 and $ 1,062 , respectively, for the hotels included in our Radisson agreement, which resulted in increases in our contractual owner’s priority returns of $ 55 and $ 64 , respectively.

We did not incur any capital expenditures during the three or six months ended June 30, 2025 for the hotels included in our Radisson agreement.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

IHG Agreement

Our management agreement with IHG, or our IHG agreement, for one hotel expires on January 31, 2027.

We realized returns under our IHG agreement of $ 1,675 and $ 776 during the three months ended June 30, 2026 and 2025, respectively, and $ 2,806 and $ 3,019 during the six months ended June 30, 2026 and 2025, respectively.

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

We incurred capital expenditures for the one hotel included in our IHG agreement in an aggregate amount of $ 366 and $ 48 during the three months ended June 30, 2026 and 2025, respectively, and $ 637 and $ 1,023 during the six months ended June 30, 2026 and 2025, respectively.

Equity Method Investment

As of both March 31, 2026 and December 31, 2025, we owned 34 % of Sonesta’s outstanding common stock.

As of both June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, our investment in Sonesta had a carrying value of $ 108,809 and $ 111,796 , respectively.

As of June 30, 2026 and December 31, 2025, our investment in Sonesta had a carrying value of $ 108,486 and $ 111,796 , respectively.

On the date of acquisition of our initial equity interest in Sonesta (February 27, 2020), the cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total stockholders’ equity book value by an aggregate of $ 8,000 .

As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition.

We recorded amortization of the basis difference of $ 65 in both of the three months ended March 31, 2026 and 2025.

We recognized losses of $ 3,001 and $ 3,947 related to our investment in Sonesta for the three months ended March 31, 2026 and 2025, respectively.

We recorded amortization of the basis difference of $ 65 in both of the three months ended June 30, 2026 and 2025 and $ 130 in both of the six months ended June 30, 2026 and 2025.

We recognized losses related to our investment in Sonesta of $ 252 and $ 526 for the three months ended June 30, 2026 and 2025, respectively, and $ 3,253 and $ 4,473 for the six months ended June 30, 2026 and 2025, respectively.

These amounts, which include amortization of the basis difference, are included in equity in losses of an investee in our condensed consolidated statements of comprehensive income (loss).

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This liability for our investment in Sonesta is included in accounts payable and other liabilities in our condensed consolidated balance sheets and is being amortized on a straight-line basis through the initial term of the legacy Sonesta agreement, January 31, 2037, as a reduction to hotel operating expenses in our condensed consolidated statements of comprehensive income (loss).

We reduced hotel operating expenses by $ 621 for each of the three months ended March 31, 2026 and 2025, for amortization of this liability.

As of March 31, 2026 and December 31, 2025, the unamortized balance of this liability was $ 26,890 and $ 27,511 , respectively.

We reduced hotel operating expenses by $ 621 for each of the three months ended June 30, 2026 and 2025 and $ 1,242 for each of the six months ended June 30, 2026 and 2025, for amortization of this liability.

As of June 30, 2026 and December 31, 2025, the unamortized balance of this liability was $ 26,269 and $ 27,511 , respectively.

See Notes 6 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.

Our principal debt obligations at March 31, 2026 were:

Our principal debt obligations at June 30, 2026 were:

(1) $ 25,000 of outstanding borrowings under our $ 650,000 revolving credit facility;

(2) $ 1,725,000 aggregate outstanding principal amount of senior unsecured notes;

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and (5) $ 45,000 of outstanding borrowings under our $ 45,000 variable funding note, or the VFN.

We had no amounts outstanding under our revolving credit facility as of March 31, 2026.

Revolving Credit Facility

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The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to extend the stated maturity date of the facility by two additional six-month periods.

Interest payable on drawings under our revolving credit facility is based on the secured overnight financing rate, or SOFR, plus a margin ranging from 1.50 % to 3.00 % based on our leverage ratio, as defined in our credit agreement, which was 2.75 % as of March 31, 2026.

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 March 31, 2026 and 2025, the annual interest rate payable on borrowings under our revolving credit facility was 6.43 % and 6.91 %, respectively.

The weighted average annual interest rate for borrowings under our revolving credit facility was 6.94 % for the three months ended March 31, 2025.

As of both March 31, 2026 and May 4, 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.

As of March 31, 2026, our revolving credit facility was secured by 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated book value of $ 887,212 .

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

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 June 30, 2026 and 2025, the annual interest rate payable on borrowings under our revolving credit facility was 6.43 % and 6.89 %, respectively.

The weighted average annual interest rate for borrowings under our revolving credit facility was 6.45 % for both the three and six months ended June 30, 2026, and 6.91 % and 6.93 % for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, we had $ 25,000 outstanding under our revolving credit facility and $ 625,000 available for borrowing.

As of August 3, 2026, we had no amounts outstanding under our revolving credit facility and $ 650,000 available for borrowing.

As of June 30, 2026, our revolving credit facility was secured by 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated book value of $ 879,676 .

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.

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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 March 31, 2026.

We believe we were in compliance with the terms and conditions of our debt agreements as of June 30, 2026.

Redemption of Senior Unsecured 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 .

As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 2,174 during the three months ended March 31, 2026, which represented the write-off of unamortized discounts and issuance costs related to these notes.

During the six months ended June 30, 2026, we redeemed all $ 400,000 of our outstanding 4.95 % senior unsecured notes due 2027 for redemption prices equal to the principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption and make whole premiums of $ 1,785 .

As a result of the redemptions, we recorded a loss on early extinguishment of debt of $ 2,539 during the six months ended June 30, 2026, which represented the make whole premiums and the write-off of unamortized discounts and issuance costs related to these notes.

In March 2026, we redeemed all $ 700,000 of our outstanding 8.375 % senior guaranteed unsecured notes due 2029 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 $ 37,128 .

As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 49,697 during the three months ended March 31, 2026, which represented the write-off of unamortized discounts and issuance costs related to these notes.

As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 49,697 during the six months ended June 30, 2026, which represented the make whole premium and the write-off of unamortized discounts and issuance costs related to these notes.

In April 2026, we redeemed all $ 450,000 of our outstanding 5.50 % senior guaranteed 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 $ 7,191 .

In May 2026, we redeemed the remaining $ 100,000 of our outstanding 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 $ 216 .

As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 9,018 during the six months ended June 30, 2026, which represented the make whole premium and the write-off of unamortized discounts and issuance costs related to these notes.

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Net Lease Mortgage Notes

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On March 6, 2026, the Initial Issuer, SVC 2026 ABS LLC and SVC 2026 TA ABS LLC, or collectively, the Issuers, issued $ 745,000 in aggregate principal amount of net lease mortgage notes in three classes, or the Series 2026-1 Notes.

We contributed to the Issuers 158 properties with an undepreciated book value of $ 761,023 and required minimum rents of $ 84,179 as of March 31, 2026.

In connection with the Series 2026-1 Notes, we contributed to the Issuers 158 properties with an undepreciated book value of $ 759,147 and required minimum rents of $ 85,277 as of June 30, 2026.

The Issuers are wholly owned special purpose bankruptcy remote, indirect subsidiaries that are separate legal entities and are the sole owners of their respective assets and liabilities.

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

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Our net lease mortgage notes are summarized below:

Series Note Class Principal Outstanding as of March 31, 2026

Series Note Class Principal Outstanding as of June 30, 2026

Coupon Rate Initial Term (in years) Maturity

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The Series 2026-1 Notes mature in March 2031 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in March 2029.

Our Series 2023-1 Notes and Series 2026-1 Notes are non-recourse and, as of March 31, 2026, were secured by 472 retail net lease properties, including 158 properties that were contributed by us during the three months ended March 31, 2026.

As of March 31, 2026, the current leases relating to the 472 properties required annual minimum rents of $ 150,754 and had an aggregate undepreciated book value of $ 1,511,474 .

Our Series 2023-1 Notes and Series 2026-1 Notes are non-recourse and, as of June 30, 2026, were secured by 471 retail net lease properties owned by the Issuers, including 158 properties that were contributed by us in connection with the issuance of the Series 2026-1 Notes.

During the six months ended June 30, 2026, the Issuers sold one retail net lease property that served as collateral under the Series 2026-1 Notes.

In connection with this sale, the property was released from the collateral pool in exchange for the cash proceeds from the disposition in accordance with the terms of the Series 2026-1 Notes.

As of June 30, 2026, the current leases relating to the 471 properties required annual minimum rents of $ 152,996 and had an aggregate undepreciated book value of $ 1,508,727 .

The VFN is also secured by the 471 net lease properties that secure our existing $ 1,348,166 of net lease mortgage notes.

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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 March 31, 2026 and 2025, the annual interest rate payable on borrowings under the VFN was 5.43 % and 6.16 %, respectively.

The weighted average annual interest rate for borrowings under the VFN was 5.42 % and 6.19 % for the three months ended March 31, 2026 and 2025, respectively.

As of both March 31, 2026 and May 4, 2026, we had $ 45,000 outstanding under the VFN.

Shareholders’ Equity

Share Purchases

During the three months ended March 31, 2026, we purchased an aggregate of 15,559 of our common shares, valued at $ 2.00 per common share, from certain former employees of RMR and Sonesta, in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on The Nasdaq Stock Market LLC, or Nasdaq, on the applicable purchase dates.

As of June 30, 2026 and 2025, the annual interest rate payable on borrowings under the VFN was 5.48 % and 6.04 %, respectively.

The weighted average annual interest rate for borrowings under the VFN was 5.42 % for both the three and six months ended June 30, 2026, and 6.05 % for both the three and six months ended June 30, 2025.

As of both June 30, 2026 and August 3, 2026, we had $ 45,000 outstanding under the VFN.

SERVICE PROPERTIES TRUST

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(dollars in thousands, except per share amounts)

Shareholders’ Equity

Reverse Share Split

After the close of trading on July 6, 2026, we effected the Reverse Share Split, and following such effective time of the Reverse Share Split, we changed the par value of our common shares from $ .05 per share back to $ .01 per share.

No fractional shares were issued in connection with the Reverse Share Split.

Instead, each shareholder who would have been entitled to receive a fractional share as a result of the Reverse Share Split received cash in lieu of such fractional share, in an amount equal to their fractional interest multiplied by the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the effective date of the Reverse Share Split, adjusted to give effect to the Reverse Share Split, without interest.

Equity Offering

On March 30, 2026, we amended our amended and restated declaration of trust, as amended and supplemented, to increase our authorized common shares from 200,000,000 to 900,000,000 shares.

In April 2026, we issued and sold 479,166,667 common shares, including 62,500,000 common shares pursuant to the exercise of the underwriters’ option to purchase additional shares, at $ 1.20 per share in an underwritten public offering.

On April 2, 2026, we issued and sold 95,833,333 common shares ( 479,166,667 common shares prior to giving effect for the Reverse Share Split), including 12,500,000 common shares ( 62,500,000 common shares prior to giving effect for the Reverse Share Split) pursuant to the exercise of the underwriters’ option to purchase additional shares, at $ 6.00 per share ($ 1.20 per share prior to giving effect for the Reverse Share Split) in an underwritten public offering.

Our net proceeds from this offering were approximately $ 541,798 , after deducting the underwriters’ discount and other offering expenses.

On June 11, 2026, in accordance with our Trustee compensation arrangements, we awarded 13,414 of our common shares, valued at $ 8.20 per common share, the closing price of our common shares on Nasdaq on that day to each of our seven Trustees as part of their annual compensation.

Share Purchases

During the six months ended June 30, 2026, we purchased an aggregate of 9,187 of our common shares, valued at $ 8.76 per common share, from certain former employees of RMR and Sonesta, in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq, on the applicable purchase dates.

Distributions

During the three months ended March 31, 2026, we declared and paid a regular quarterly distribution to common shareholders as follows:

During the six months ended June 30, 2026, we declared and paid regular quarterly distributions to common shareholders as follows:

Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions

January 15, 2026 January 26, 2026 February 19, 2026 $ 0.05 $ 1,681

On April 9, 2026, we declared a regular quarterly distribution to common shareholders of record as of April 21, 2026 of $ 0.01 per share, or approximately $ 6,472 .

We expect to pay this distribution on or about May 14, 2026.

April 9, 2026 April 21, 2026 May 14, 2026 0.05 6,471

$ 0.10 $ 8,152

On July 9, 2026, we declared a regular quarterly distribution to common shareholders of record as of July 20, 2026 of $ 0.05 per share, or approximately $ 6,476 .

We expect to pay this distribution on or about August 13, 2026.

Cumulative Other Comprehensive Income (Loss)

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

Cumulative other comprehensive income (loss) represents our share of Sonesta’s other comprehensive income (loss) related to its interest rate cap through our equity method investment.

See Notes 7 and 11 for further information regarding this investment.

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Business and Property Management Agreements with RMR

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Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR.

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

For the three months ended March 31, 2026 and 2025, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Financial Statement Three Months Ended March 31,

For the three and six months ended June 30, 2026 and 2025, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Financial Statement Three Months Ended June 30,

Six Months Ended June 30,

Line Item 2026 2025 2026 2025

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550 465 678 1,122

$ 3,298 $ 2,575 $ 6,197 $ 5,319

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

$ 1,002 $ 1,105 $ 2,096 $ 2,300

(1) The net business management fees we recognized for each of the three months ended March 31, 2026 and 2025, reflect a reduction of $ 896 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.

(1) The net business management fees we recognized for each of the three and six months ended June 30, 2026 and 2025, reflect a reduction of $ 897 and $ 1,793 , respectively, for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.

(2) Amounts capitalized as buildings, improvements and equipment are depreciated over the estimated useful lives of the related assets.

Based on our common share total return, as defined in our business management agreement, as of March 31, 2026, no incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2026.

Based on our common share total return, as defined in our business management agreement, as of June 30, 2026, no incentive fees are included in the net business management fees we recognized for the three and six months ended June 30, 2026.

The actual amount of annual incentive fees for 2026, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2026, and will be payable in January 2027.

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

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Related Person Transactions

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and is an officer and employee of RMR.

Murray, our former Managing Trustee and our former President and Chief Executive Officer, also served as an officer and employee of RMR until March 31, 2026, and served as a director and president and chief executive officer of Sonesta until March 31, 2026, and will remain an employee of Sonesta until his retirement on September 30, 2026.

Murray, our former Managing Trustee and our former President and Chief Executive Officer until March 9, 2025, also served as an officer and employee of RMR until March 31, 2026, and served as a director and president and chief executive officer of Sonesta until March 31, 2026, and will remain an employee of Sonesta until his retirement on September 30, 2026.

Leer, an executive vice president of RMR, became a co-chief executive officer of Sonesta, effective April 1, 2026.

1 unchanged sentence

Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services.

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

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

Other officers of RMR, including certain of our officers, serve as managing trustees or officers of certain of these companies.

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Our Manager, RMR

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See Note 10 for further information regarding our management agreements with RMR.

Sonesta is a private company of which Adam D.

Sonesta is a private company of which Mr.

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

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RMR also provides certain services to Sonesta.

As of March 31, 2026, we owned 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 68 of our hotels.

As of June 30, 2026, we owned 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 68 of our hotels.

See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta.

Equity Offering

In April 2026, RMR, our manager, purchased 41,666,666 common shares in the equity offering at a price equal to the public offering price of $ 1.20 per share.

In addition, Christopher J.

On April 2, 2026, RMR, our manager, purchased 8,333,333 common shares ( 41,666,666 common shares prior to giving effect for the Reverse Share Split) in the equity offering at a price equal to the public offering price of $ 6.00 per share ($ 1.20 per share prior to giving effect for the Reverse Share Split).

In addition, Mr.

Bilotto, one of our Managing Trustees and our President and Chief Executive Officer, and Brian E.

Donley, our Chief Financial Officer and Treasurer, as well as certain of our Trustees, purchased an aggregate of approximately 248,333 common shares at the public offering price.

Following the equity offering, RMR beneficially owned approximately 6.4 % of our outstanding common shares and Adam D.

Donley, our Chief Financial Officer and Treasurer, as well as certain of our Trustees, purchased an aggregate of approximately 49,666 common shares ( 248,333 common shares prior to giving effect for the Reverse Share Split) at the public offering price.

As of June 30, 2026, RMR beneficially owned approximately 6.4 % of our outstanding common shares and Mr.

Portnoy, including through ABP Trust, beneficially owned approximately 6.7 % of our outstanding common shares.

For further information about these and certain other such relationships and certain other related person transactions, refer to our 2025 Annual Report.

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, or the IRC, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements.

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Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT.

During the three months ended March 31, 2026, we recognized income tax expense of $ 1,181 , which includes $ 486 of state tax expense and $ 695 of foreign tax expense.

During the three months ended March 31, 2025, we recognized an income tax expense of $ 843 , which includes $ 353 of state tax expense and $ 490 of foreign tax expense.

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

During the three months ended June 30, 2026, we recognized income tax benefit of $ 132 , which includes $ 61 of state tax benefit and $ 71 of foreign tax benefit.

During the three months ended June 30, 2025, we recognized income tax expense of $ 457 , which includes $ 147 of state tax expense and $ 310 of foreign tax expense.

During the six months ended June 30, 2026, we recognized income tax expense of $ 1,049 , which includes $ 425 of state tax expense and $ 624 of foreign tax expense.

During the six months ended June 30, 2025, we recognized income tax expense of $ 1,300 , which includes $ 500 of state tax expense and $ 800 of foreign tax expense .

Segment Information

8 unchanged sentences

The tables below present information about our segments.

Three Months Ended March 31, 2026

Net Lease Hotels Total

SERVICE PROPERTIES TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(dollars in thousands, except per share amounts)

Three Months Ended June 30,

Net Lease Hotels Total Net Lease Hotels Total

Hotel operating revenues $ — $ 320,071 $ 320,071 $ — $ 404,405 $ 404,405

15 unchanged sentences

General and administrative

( 11,093 ) ( 10,218 )

Transaction related costs

2 unchanged sentences

Loss on early extinguishment of debt, net ( 9,383 ) —

Income tax expense ( 1,181 )

Income tax benefit (expense) 132 ( 457 )

Equity in losses of an investee ( 252 ) ( 526 )

$ ( 223,838 ) $ ( 38,159 )

(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 10, 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.

SERVICE PROPERTIES TRUST

1 unchanged sentence

(dollars in thousands, except per share amounts)

Three Months Ended March 31, 2025

Net Lease Hotels Total

Six Months Ended June 30,

Net Lease Hotels Total Net Lease Hotels Total

Hotel operating revenues $ — $ 584,646 $ 584,646 $ — $ 739,368 $ 739,368

15 unchanged sentences

General and administrative

( 19,889 ) ( 19,774 )

Transaction related costs

1 unchanged sentence

Interest expense ( 143,852 ) ( 179,523 )

Loss on early extinguishment of debt, net ( 61,254 ) —

Income tax expense ( 1,049 ) ( 1,300 )

3 unchanged sentences

(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.

As of March 31, 2026

As of June 30, 2026

As of December 31, 2025

3 unchanged sentences

Total assets $ 5,838,485 $ 6,491,580

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Capital expenditures:

6 unchanged sentences

Fair Value of Assets and Liabilities

The table below presents certain of our assets carried at fair value at March 31, 2026, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.

The table below presents certain of our assets carried at fair value at June 30, 2026, 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

3 unchanged sentences

$ 113,745 $ — $ 112,961 $ 784

(1) We recorded impairment charges totaling $ 27,340 during the three months ended March 31, 2026, to reduce the carrying value of seven hotels and 13 net lease properties in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 2,128 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).

(2) We recorded impairment charges totaling $ 755 during the three months ended March 31, 2026, to reduce the carrying value of eight net lease properties in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 200 , based on brokers’ opinions of values (Level 3 inputs as defined in the fair value hierarchy under GAAP).

(1) We recorded impairment charges totaling $ 208,368 during the six months ended June 30, 2026, to reduce the carrying value of 13 hotels and two net lease properties owned as of June 30, 2026 in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 3,230 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).

(2) We recorded impairment charges totaling $ 202 during the six months ended June 30, 2026, to reduce the carrying value of four net lease properties owned as of June 30, 2026 in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 76 , based on brokers’ opinions of values (Level 3 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 March 31, 2026 and December 31, 2025, the fair values of these financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short-term nature or floating interest rates, except as follows:

March 31, 2026 December 31, 2025

At June 30, 2026 and December 31, 2025, the fair values of these financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short-term nature or floating interest rates, except as follows:

June 30, 2026 December 31, 2025

Carrying Value (1)

23 unchanged sentences

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

At March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement dates (Level 3 inputs).

At June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement dates (Level 3 inputs).

As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements