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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 29, 2025

SERVICE PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)


1-11527						04-3262075
(Commission File Number)						(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634

(Address of Principal Executive Offices) (Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each Exchange on which Registered

Common Shares of Beneficial Interest

SVC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

In this Current Report on Form 8-K, the term "SVC" refers to Service Properties Trust and its consolidated subsidiaries, unless otherwise noted.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 29, 2025, Service Properties Trust, or SVC, sold three hotels with a total of 390 keys located in two states for a combined sales price of $29.0 million, excluding closing costs, or the Last Closing, pursuant to one of the agreements that SVC previously entered into to sell 113 hotels with a total of 14,803 keys for a combined sales price of $913.3 million, excluding closing costs, or the Sale Hotels. To date, SVC has sold 44 of the Sale Hotels with a total of 6,108 keys for a combined sales price of $345.8 million, excluding closing costs, and SVC remains under agreement to sell 69 Sale Hotels with a total of 8,695 keys for a combined sales price of $567.5 million, excluding closing costs. The remaining 69 Sale Hotels will be sold in phases, expected to be completed by the end of 2025. As previously disclosed, SVC expects to use the proceeds from the sales of the Sale Hotels to repay debt.

Eighteen hotel sales SVC has completed through October 29, 2025 pursuant to one of the agreements, or the 45 Hotel Sale Portfolio, for the Sale Hotels constitute significant dispositions for purposes of Item 2.01 of Form 8-K. Accordingly, pro forma financial information required by Item 9.01 of Form 8-K with respect to the 45 Hotel Sale Portfolio is included as Exhibit 99.1 to this Current Report on Form 8-K.

For further information regarding SVC's completed hotel sales, please see its Current Reports on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on September 10, 2025, September 18, 2025, September 24, 2025 (filed with Item 2.01), September 29, 2025, October 1, 2025, October 6, 2025, October 21, 2025, and October 28, 2025.

Warning Concerning Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever SVC uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, SVC is making forward-looking statements. These forward-looking statements are based upon SVC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by SVC’s forward-looking statements as a result of various factors. For example, the pending sales of the remaining Sale Hotels are subject to conditions; accordingly, SVC cannot be sure that it will complete these sales, that these sales will not be delayed, that the terms will not change or, if the sales are completed, that it will use the proceeds as currently expected.

The information contained in SVC’s filings with the SEC, including under the caption “Risk Factors” in SVC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or incorporated herein or therein, identifies other important factors that could cause differences from SVC’s forward-looking statements. SVC’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon SVC’s forward-looking statements.

Except as required by law, SVC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

SVC's unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 and SVC's unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the six months ended June 30, 2025, and the notes related thereto with respect to the 45 Hotel Sale Portfolio are filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

These unaudited pro forma condensed consolidated financial statements reflect SVC's financial position as if the sales of the 18 hotels in the 45 Hotel Sale Portfolio sold through October 29, 2025 were completed as of June 30, 2025 and SVC's results of operations as if the sales of these hotels were completed as of January 1, 2024. These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of SVC's expected financial position or results of operations for any future period.

Differences could result from numerous factors, including future changes in SVC's portfolio of investments, capital structure, property level operating expenses and revenues, including returns received from SVC's hotels or rents expected to be received pursuant to SVC's existing leases or leases SVC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant.

(d) Exhibits.


99.1						Unaudited Pro Forma Condensed Consolidated Financial Statements with respect to the 45 Hotel Sale Portfolio. (Filed herewith.)
104						Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERVICE PROPERTIES TRUST

By:

/s/ Brian E. Donley

Name:

Brian E. Donley

Title:

Chief Financial Officer and Treasurer

Dated:

November 4, 2025

EX-99.1 2 exhibit991-102925.htm EX-99.1 Document

Exhibit 99.1

SERVICE PROPERTIES TRUST

Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

On October 29, 2025, Service Properties Trust, or SVC, sold three hotels with a total of 390 keys located in two states for a combined sales price of $29.0 million, excluding closing costs, or the Last Closing, pursuant to a previously disclosed agreement that SVC entered into to sell, in phases, 45 hotels with a total of 5,997 keys for a combined sales price of $432.0 million, excluding closing costs, or the 45 Hotel Sale Portfolio. As previously reported on October 6, 2025, October 21, 2025, and October 28, 2025, SVC sold a combined 15 hotels in the 45 Hotel Sale Portfolio with a total of 2,049 keys for a combined sales price of $154.0 million, excluding closing costs, or the Prior Closings. SVC remains under agreement to sell the remaining 27 hotels with a total of 3,558 keys for a combined sales price of $249.0 million, excluding closing costs.

The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 reflects SVC's financial position as if the sales of the 18 hotels in the 45 Hotel Sale Portfolio sold through October 29, 2025 were completed as of June 30, 2025. The following unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the six months ended June 30, 2025 reflect SVC's results of operations as if the 18 hotels in the 45 Hotel Sale Portfolio sold through October 29, 2025 were completed on January 1, 2024. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) SVC's unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025, and the notes thereto, included in SVC's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, on August 5, 2025, and (ii) SVC's consolidated financial statements for the year ended December 31, 2024, and the notes thereto, included in SVC's Annual Report on Form 10-K filed with the SEC on February 26, 2025.

These unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not necessarily indicative of SVC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in SVC's portfolio of investments, capital structure, property level operating expenses and revenues, including returns received from SVC’s hotels or rents expected to be received pursuant to SVC's existing leases or leases SVC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant. In the opinion of management, all adjustments necessary to reflect, in all material respects, the effects of 18 hotels in the 45 Hotel Sale Portfolio sold through October 29, 2025 have been included.

F-1

SERVICE PROPERTIES TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2025

(dollars in thousands, except per share data)


			Transaction Accounting Adjustments
	Historical		Prior Closings		Last Closing		Pro Forma
	(A)		(B)		(C)
ASSETS
Real estate properties:
Land	$	1,735,709	$	—	$	—	$	1,735,709
Buildings, improvements and equipment	6,115,921		—		—		6,115,921
Total real estate properties, gross	7,851,630		—		—		7,851,630
Accumulated depreciation	(2,400,670)		—		—		(2,400,670)
Total real estate properties, net	5,450,960		—		—		5,450,960
Acquired real estate leases and other intangibles, net	100,481		—		—		100,481
Assets of properties held for sale	849,100		(146,582)		(20,868)		681,650
Cash and cash equivalents	63,176		149,380		28,130		240,686
Restricted cash	22,855		—		—		22,855
Equity method investment	111,653		—		—		111,653
Due from related persons	29,219		2,049		390		31,658
Other assets, net	305,068		—		—		305,068
Total assets	$	6,932,512	$	4,847	$	7,652	$	6,945,011

LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured debt, net	$	4,026,768	$	—	$	—	$	4,026,768
Secured debt, net	1,692,494		—		—		1,692,494
Accounts payable and other liabilities	496,822		—		—		496,822
Due to related persons	13,941		—		—		13,941
Liabilities of properties held for sale	6,543		—		—		6,543
Total liabilities	6,236,568		—		—		6,236,568

Commitments and contingencies

Shareholders’ equity:
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 166,860,830 shares issued and outstanding	1,669		—		—		1,669
Additional paid in capital	4,562,021		—		—		4,562,021
Cumulative other comprehensive income	2,173		—		—		2,173
Cumulative net income	2,040,380		4,847		7,652		2,052,879
Cumulative common distributions	(5,910,299)		—		—		(5,910,299)
Total shareholders’ equity	695,944		4,847		7,652		708,443
Total liabilities and shareholders’ equity	$	6,932,512	$	4,847	$	7,652	$	6,945,011

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

F-2

SERVICE PROPERTIES TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS

For the Year Ended December 31, 2024

(amounts in thousands, except per share data)


			Transaction Accounting Adjustments
	Historical		Prior Closings		Last Closing			Pro Forma
	(A)		(B)
Revenues:
Hotel operating revenues	$	1,496,705	$	(58,816)	$	(12,115)	(C)	$	1,425,774
Rental income	400,223		—		—			400,223
Total revenues	1,896,928		(58,816)		(12,115)			1,825,997

Expenses:
Hotel operating expenses	1,274,153		(51,453)		(9,742)		(C)	1,212,958
Net lease operating expenses	19,817		—		—			19,817
Depreciation and amortization	371,786		(12,592)		(1,532)		(C)	357,662
General and administrative	40,239		—		—			40,239
Transaction related costs	6,894		—		—			6,894
Loss on asset impairment, net	56,212		—		—			56,212
Total expenses	1,769,101		(64,045)		(11,274)			1,693,782

Gain on sale of real estate, net	6,269		4,847		7,652		(D)	18,768
Interest income	4,052		—		—			4,052
Interest expense	(383,792)		—		—			(383,792)
Loss on early extinguishment of debt, net	(16,181)		—		—			(16,181)
Loss before income tax expense and equity in losses of an investee	(261,825)		10,076		6,811			(244,938)
Income tax expense	(1,402)		—		—			(1,402)
Equity in losses of an investee	(12,299)		—		—			(12,299)
Net loss	$	(275,526)	$	10,076	$	6,811		$	(258,639)

Weighted average common shares outstanding (basic and diluted)	165,338							165,338

Net loss per common share (basic and diluted)	$	(1.67)						$	(1.56)

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

F-3

SERVICE PROPERTIES TRUST

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS

For the Six Months Ended June 30, 2025

(amounts in thousands, except per share data)


			Transaction Accounting Adjustments
	Historical		Prior Closings		Last Closing			Pro Forma
	(A)		(B)
Revenues:
Hotel operating revenues	$	739,368	$	(28,039)	$	(6,107)	(C)	$	705,222
Rental income	199,247		—		—			199,247
Total revenues	938,615		(28,039)		(6,107)			904,469

Expenses:
Hotel operating expenses	634,753		(24,828)		(4,967)		(C)	604,958
Net lease operating expenses	11,067		—		—			11,067
Depreciation and amortization	164,130		(3,289)		(369)		(C)	160,472
General and administrative	19,774		—		—			19,774
Transaction related costs	1,456		—		—			1,456
Loss on asset impairment	54,721		—		—			54,721
Total expenses	885,901		(28,117)		(5,336)			852,448

Gain on sale of real estate, net	590		—		—			590
Interest income	2,071		—		—			2,071
Interest expense	(204,196)		—		—			(204,196)
Loss before income tax expense and equity in losses of an investee	(148,821)		78		(771)			(149,514)
Income tax expense	(1,300)		—		—			(1,300)
Equity in losses of an investee	(4,473)		—		—			(4,473)
Net loss	$	(154,594)	$	78	$	(771)		$	(155,287)

Weighted average common shares outstanding (basic and diluted)	165,679							165,679

Net loss per common share (basic and diluted)	$	(0.93)						$	(0.94)

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

F-4

SERVICE PROPERTIES TRUST

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(A) Represents SVC’s historical condensed consolidated balance sheet as of June 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

(B) Represents the removal of the assets and liabilities associated with the sale of 12 hotels with a total of 1,662 keys for a combined sales price of $116.5 million, excluding closing costs, or the First Phase Closing, two hotels with a total of 235 keys for a combined sales price of $10.0 million, excluding closing costs, or the Second Phase Closing, and one hotel with a total of 152 keys for a sales price of $27.5 million, excluding closing costs, or the Third Phase Closing, of the 45 Hotel Sale Portfolio, as presented in SVC’s unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to its Current Reports on Form 8-K filed on October 6, 2025, October 21, 2025, and October 28, 2025, respectively. The First Phase Closing, Second Phase Closing and Third Phase Closing are collectively referred to as the Prior Closings. The transaction accounting adjustments are as follows:


	First Phase Closing		Second Phase Closing		Third Phase Closing		Total for Prior Closings
Assets of properties held for sale	$	108,040	$	19,474	$	19,068	$	146,582
Working capital(1)	(1,662)		(235)		(152)		(2,049)

Net book value	$	106,378	$	19,239	$	18,916	$	144,533

Gross sales price	$	116,500	$	10,000	$	27,500	$	154,000
Estimated closing costs(2)	(3,495)		(300)		(825)		(4,620)
Estimated net proceeds	113,005		9,700		26,675		149,380
Net book value	(106,378)		(19,239)		(18,916)		(144,533)
Cumulative net income adjustment	$	6,627	$	(9,539)	$	7,759	$	4,847

(1) Represents working capital previously advanced to Sonesta International Hotels Corporation. Any remaining

working capital for sold hotels will be returned to SVC.

(2) Represents estimated closing costs including broker’s commissions, legal fees, transfer and recording fees and other

customary closing costs directly attributable to the sale of the hotels.

(C) Represents the removal of the assets and liabilities associated with three hotels sold in the Last Closing of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:


Assets of properties held for sale	$	20,868
Working capital(1)	(390)

Net book value	$	20,478

Gross sales price	$	29,000
Estimated closing costs(2)	(870)
Estimated net proceeds	28,130
Net book value	(20,478)
Cumulative net income adjustment	$	7,652

(1) Represents working capital previously advanced to Sonesta International Hotels Corporation. Any remaining

working capital for sold hotels will be returned to SVC.

(2) Represents estimated closing costs including broker’s commissions, legal fees, transfer and recording fees and other

customary closing costs directly attributable to the sale of the hotels.

F-5

Adjustments to Unaudited Pro Forma Condensed Consolidated Statements Loss

Year Ended December 31, 2024

(A) Represents SVC’s historical consolidated statement of loss for the year ended December 31, 2024, which was derived from SVC’s Annual Report on Form 10-K for the year ended December 31, 2024.

(B) Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, and the estimated gain or loss on the sales of 15 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio, as presented in SVC’s unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to its Current Reports on Form 8-K filed on October 6, 2025, October 21, 2025, and October 28, 2025. The transaction accounting adjustments are as follows:


	First Phase Closing		Second Phase Closing		Third Phase Closing		Total for Prior Closings
Hotel operating revenues	$	(47,036)	$	(5,964)	$	(5,816)	$	(58,816)
Hotel operating expenses	(41,071)		(5,534)		(4,848)		(51,453)
Depreciation and amortization	(9,297)		(2,055)		(1,240)		(12,592)
Gain (loss) on sale of real estate, net	6,627		(9,539)		7,759		4,847
Net income (loss)	$	9,959	$	(7,914)	$	8,031	$	10,076

(C) Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, of three hotels sold in the Last Closing of the 45 Hotel Sale Portfolio.

(D) Represents the estimated gain on sale of three hotels sold in the Last Closing of the 45 Hotel Sale Portfolio, calculated as the estimated net proceeds of $28,130 less the net book value of the assets of $20,478, both as described in Note C of the adjustments to the unaudited pro forma condensed consolidated balance sheet.

Six Months Ended June 30, 2025

(A) Represents SVC’s historical condensed consolidated statement of loss for the six months ended June 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

(B) Represents the removal of the historical revenues and expenses for the six months ended June 30, 2025, of 15 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio, as presented in SVC’s unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to its Current Reports on Form 8-K filed on October 6, 2025, October 21, 2025, and October 28, 2025. The transaction accounting adjustments are as follows:


	First Phase Closing		Second Phase Closing		Third Phase Closing		Total for Prior Closings
Hotel operating revenues	$	(22,416)	$	(2,504)	$	(3,119)	$	(28,039)
Hotel operating expenses	(20,037)		(2,419)		(2,372)		(24,828)
Depreciation and amortization	(2,370)		(545)		(374)		(3,289)
Net (loss) income	$	(9)	$	460	$	(373)	$	78

(C) Represents the removal of the historical revenues and expenses for the six months ended June 30, 2025, of three hotels sold in the Last Closing of the 45 Hotel Sale Portfolio.

F-6