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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): November 18, 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 November 18, 2025, Service Properties Trust, or SVC, sold 31 hotels with a total of 3,734 keys located in 18 states for a combined sales price of $198.7 million, excluding closing costs, pursuant to one of the agreements, or the 35 Hotel Sale Portfolio, 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. On November 19, 2025, SVC also sold three hotels with a total of 357 keys located in three states for a combined sales price of $26.0 million, excluding closing costs, pursuant to another agreement, or the 45 Hotel Sale Portfolio, that SVC previously entered into for the Sale Hotels. To date, SVC has sold 85 of the Sale Hotels with a total of 11,038 keys for a combined sales price of $618.5 million, excluding closing costs, and SVC remains under agreement to sell 28 Sale Hotels with a total of 3,765 keys for a combined sales price of $294.8 million, excluding closing costs. The remaining 28 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.

SVC has sold 34 of the hotels in the 35 Hotel Sale Portfolio, and 25 of the hotels in the 45 Hotel Sale Portfolio, with each pool of properties sold constituting 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 35 Hotel Sale Portfolio and the 45 Hotel Sale Portfolio is included as Exhibits 99.1 and 99.2, respectively, 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, October 28, 2025, November 4, 2025, and November 18, 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 September 30, 2025 and SVC's unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the nine months ended September 30, 2025, and the notes related thereto, are filed as Exhibits 99.1 (with respect to the 35 Hotel Sale Portfolio) and 99.2 (with respect to the 45 Hotel Sale Portfolio) to this Current Report on Form 8-K and are incorporated by reference herein.

2

These unaudited pro forma condensed consolidated financial statements reflect SVC's financial position as if the sales of these hotels were completed as of September 30, 2025 and SVC's results of operations as if the sales of these hotels were completed as of January 1, 2024, provided however, that Exhibit 99.1 does not reflect the hotels sold in the 45 Hotel Sale Portfolio and Exhibit 99.2 does not reflect the hotels sold in the 35 Hotel Sale Portfolio. 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.

104
Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

3

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 24, 2025



4
EX-99.1 2 exhibit991-111825.htm EX-99.1 Document
Exhibit 99.1
SERVICE PROPERTIES TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

On November 18, 2025, Service Properties Trust, or SVC, sold 31 hotels with a total of 3,734 keys located in 18 states for a combined sales price of $198.7 million, excluding closing costs, pursuant to an agreement that SVC entered into to sell, in phases, 35 hotels with a total of 4,247 keys for a combined sales price of $230.3 million, excluding closing costs, or the 35 Hotel Sale Portfolio. To date, SVC has sold 34 of the hotels in the 35 Hotel Sale Portfolio with a total of 4,114 keys for a combined sales price of $223.2 million, excluding closing costs, which constitutes a significant disposition of assets. SVC remains under agreement to sell the remaining hotel with a total of 133 keys for a sales price of $7.1 million, excluding closing costs.

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 reflects SVC's financial position as if the sales of 34 hotels in the 35 Hotel Sale Portfolio sold from October 1, 2025 through November 18, 2025, were completed as of September 30, 2025. The following unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the nine months ended September 30, 2025 reflect SVC's results of operations as if the 34 hotels in the 35 Hotel Sale Portfolio sold from January 1, 2025 through November 18, 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 nine months ended September 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 November 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.


F-1

SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2025
(dollars in thousands, except per share data)
 
 Historical Transaction Accounting Adjustments Pro Forma
(A) (B)
ASSETS
 
Real estate properties:
 
Land
 $ 1,740,833  $ —  $ 1,740,833 
Buildings, improvements and equipment
 6,136,065  —  6,136,065 
Total real estate properties, gross
 7,876,898  —  7,876,898 
Accumulated depreciation
 (2,433,658) —  (2,433,658)
Total real estate properties, net
 5,443,240  —  5,443,240 
Acquired real estate leases and other intangibles, net
 98,688  —  98,688 
Assets of properties held for sale
 564,539  (158,512) 406,027 
Cash and cash equivalents
 417,415  216,504  633,919 
Restricted cash
 23,817  —  23,817 
Equity method investment
 113,134  —  113,134 
Due from related persons
 12,680  4,114  16,794 
Other assets, net
 306,811  —  306,811 
Total assets
 $ 6,980,324  $ 62,106  $ 7,042,430 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
Unsecured debt, net
 $ 3,680,358  $ —  $ 3,680,358 
Secured debt, net
 2,087,710  —  2,087,710 
Accounts payable and other liabilities
 537,909  —  537,909 
Due to related persons
 20,236  —  20,236 
Liabilities of properties held for sale
 6,203  (565) 5,638 
Total liabilities
 6,332,416  (565) 6,331,851 
Commitments and contingencies
Shareholders’ equity:
 
 
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 168,090,224 shares issued and outstanding
 1,681  —  1,681 
Additional paid in capital
 4,562,706  —  4,562,706 
Cumulative other comprehensive income
 2,054  —  2,054 
Cumulative net income
 1,993,435  62,671  2,056,106 
Cumulative common distributions
 (5,911,968) —  (5,911,968)
Total shareholders’ equity
 647,908  62,671  710,579 
Total liabilities and shareholders’ equity
 $ 6,980,324  $ 62,106  $ 7,042,430 
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)

 
 Historical Transaction Accounting Adjustments Pro Forma
(A)
Revenues:
Hotel operating revenues $ 1,496,705  $ (88,750) (B) $ 1,407,955 
Rental income 400,223  —  400,223 
Total revenues
 1,896,928  (88,750) 1,808,178 
Expenses:
 
Hotel operating expenses 1,274,153  (73,428) (B) 1,200,725 
Net lease operating expenses 19,817  —  19,817 
Depreciation and amortization 371,786  (13,504) (B) 358,282 
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  (86,932) 1,682,169 
Gain on sale of real estate, net 6,269  62,671  (C) 68,940 
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) 60,853  (200,972)
Income tax expense (1,402) —  (1,402)
Equity in losses of an investee (12,299) —  (12,299)
Net loss $ (275,526) $ 60,853  $ (214,673)
Weighted average common shares outstanding (basic and diluted)
 165,338  165,338 
Net loss per common share (basic and diluted) $ (1.67) $ (1.30)
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 Nine Months Ended September 30, 2025
(amounts in thousands, except per share data)

 
 Historical Transaction Accounting Adjustments Pro Forma
(A) (B)
Revenues:
 
 
Hotel operating revenues $ 1,116,944  $ (64,102) $ 1,052,842 
Rental income 300,441  —  300,441 
Total revenues
 1,417,385  (64,102) 1,353,283 
Expenses:
 
Hotel operating expenses 963,111  (54,940) 908,171 
Net lease operating expenses 16,303  —  16,303 
Depreciation and amortization 238,583  (405) 238,178 
General and administrative 30,831  —  30,831 
Transaction related costs 4,139  —  4,139 
Loss on asset impairment 81,788  —  81,788 
Total expenses
 1,334,755  (55,345) 1,279,410 
Gain on sale of real estate, net 25,846  —  25,846 
Interest income 6,912  —  6,912 
Interest expense
 (311,972) —  (311,972)
Loss on early extinguishment of debt, net (529) —  (529)
Loss before income tax expense and equity in losses of an investee
 (197,113) (8,757) (205,870)
Income tax expense (1,553) —  (1,553)
Equity in losses of an investee (2,873) —  (2,873)
Net loss $ (201,539) $ (8,757) $ (210,296)
Weighted average common shares outstanding (basic and diluted)
 165,816  165,816 
Net loss per common share (basic and diluted) $ (1.22) $ (1.27)
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 September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the assets and liabilities associated with the sale of 34 hotels in the 35 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
Assets of properties held for sale $ 158,512 
Working capital(1)
 (4,114)
Liabilities of properties held for sale (565)
Net book value $ 153,833 
Gross sales price $ 223,200 
Estimated closing costs(2)
 (6,696)
Estimated net proceeds 216,504 
Net book value (153,833)
Cumulative net income adjustment $ 62,671 
(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.
Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of 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, of 34 hotels sold in the 35 Hotel Sale Portfolio.
(C)    Represents the estimated gain on sale of 34 hotels sold in the 35 Hotel Sale Portfolio, calculated as the estimated net proceeds of $216,504 less the net book value of the assets of $153,833 both as described in Note B of the adjustments to the unaudited pro forma condensed consolidated balance sheet.
Nine Months Ended September 30, 2025
(A)    Represents SVC’s historical condensed consolidated statement of loss for the nine months ended September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of 34 hotels sold in the 35 Hotel Sale Portfolio.
F-5
EX-99.2 3 exhibit992-111925.htm EX-99.2 Document
Exhibit 99.2
SERVICE PROPERTIES TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

On November 19, 2025, Service Properties Trust, or SVC, sold three hotels with a total of 357 keys located in three states for a combined sales price of $26.0 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 November 18, 2025, SVC sold a combined 22 hotels in the 45 Hotel Sale Portfolio with a total of 2,898 keys for a combined sales price of $206.5 million, excluding closing costs. SVC remains under agreement to sell the remaining 20 hotels with a total of 2,742 keys for a combined sales price of $199.5 million, excluding closing costs. The hotels sold in the 45 Hotel Sale Portfolio as of November 19, 2025, are defined in these pro forma financial statements as follows:

•Prior Closings:
◦12 hotels sold prior to September 30, 2025 with a total of 1,662 keys sold for a combined sales price of $116.5 million, excluding closing costs (previously reported on October 6, 2025).
•Subsequent Closings:
◦two hotels sold on October 15, 2025 with a total of 235 keys for a combined sales price of $10.0 million, excluding closing costs (previously reported on October 21, 2025).
◦one hotel sold on October 22, 2025 with a total of 152 keys for a sales price of $27.5 million, excluding closing costs (previously reported on October 28, 2025).
◦three hotels sold on October 29, 2025 with a total of 390 keys for a combined sales price of $29.0 million, excluding closing costs (previously reported on November 4, 2025).
◦four hotels sold on November 13, 2025 with a total of 459 keys for a combined sales price of $23.5 million, excluding closing costs (previously reported on November 18, 2025).
•Last Closing:
◦three hotels with a total of 357 keys located in three states for a combined sales price of $26.0 million, excluding closing costs.

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 reflects SVC's financial position as if the sales of 13 hotels in the 45 Hotel Sale Portfolio sold from October 1, 2025 through November 19, 2025, were completed as of September 30, 2025. The following unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the nine months ended September 30, 2025 reflect SVC's results of operations as if the 25 hotels in the 45 Hotel Sale Portfolio sold from January 1, 2025 through November 19, 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 nine months ended September 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 November 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.


F-1

SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2025
(dollars in thousands, except per share data)
Transaction Accounting Adjustments
 
 Historical Subsequent Closings Last Closing Pro Forma
(A) (B) (C)
ASSETS
 
Real estate properties:
 
Land
 $ 1,740,833  $ —  $ —  $ 1,740,833 
Buildings, improvements and equipment
 6,136,065  —  —  6,136,065 
Total real estate properties, gross
 7,876,898  —  —  7,876,898 
Accumulated depreciation
 (2,433,658) —  —  (2,433,658)
Total real estate properties, net
 5,443,240  —  —  5,443,240 
Acquired real estate leases and other intangibles, net
 98,688  —  —  98,688 
Assets of properties held for sale
 564,539  (89,052) (27,148) 448,339 
Cash and cash equivalents
 417,415  87,300  25,220  529,935 
Restricted cash
 23,817  —  —  23,817 
Equity method investment
 113,134  —  —  113,134 
Due from related persons
 12,680  1,236  357  14,273 
Other assets, net
 306,811  —  —  306,811 
Total assets
 $ 6,980,324  $ (516) $ (1,571) $ 6,978,237 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
Unsecured debt, net
 $ 3,680,358  $ —  $ —  $ 3,680,358 
Secured debt, net
 2,087,710  —  —  2,087,710 
Accounts payable and other liabilities
 537,909  —  —  537,909 
Due to related persons
 20,236  —  —  20,236 
Liabilities of properties held for sale
 6,203  —  (111) 6,092 
Total liabilities
 6,332,416  —  (111) 6,332,305 
Commitments and contingencies
Shareholders’ equity:
 
 
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 168,090,224 shares issued and outstanding
 1,681  —  —  1,681 
Additional paid in capital
 4,562,706  —  —  4,562,706 
Cumulative other comprehensive income
 2,054  —  —  2,054 
Cumulative net income
 1,993,435  (516) (1,460) 1,991,459 
Cumulative common distributions
 (5,911,968) —  —  (5,911,968)
Total shareholders’ equity
 647,908  (516) (1,460) 645,932 
Total liabilities and shareholders’ equity
 $ 6,980,324  $ (516) $ (1,571) $ 6,978,237 
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 Subsequent Closings Last Closing Pro Forma
(A) (B) (C)
Revenues:
Hotel operating revenues $ 1,496,705  $ (47,036) $ (37,047) $ (9,294) (D) $ 1,403,328 
Rental income 400,223  —  —  —  400,223 
Total revenues
 1,896,928  (47,036) (37,047) (9,294) 1,803,551 
Expenses:
 
Hotel operating expenses 1,274,153  (41,071) (31,079) (8,060) (D) 1,193,943 
Net lease operating expenses 19,817  —  —  —  19,817 
Depreciation and amortization 371,786  (9,297) (7,731) (2,148) (D) 352,610 
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  (50,368) (38,810) (10,208) 1,669,715 
Gain (loss) on sale of real estate, net 6,269  —  (516) (1,460) (E) 4,293 
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) 3,332  1,247  (546) (257,792)
Income tax expense (1,402) —  —  —  (1,402)
Equity in losses of an investee (12,299) —  —  —  (12,299)
Net loss $ (275,526) $ 3,332  $ 1,247  $ (546) $ (271,493)
Weighted average common shares outstanding (basic and diluted)
 165,338  165,338 
Net loss per common share (basic and diluted) $ (1.67) $ (1.64)
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 Nine Months Ended September 30, 2025
(amounts in thousands, except per share data)

Transaction Accounting Adjustments
 
 Historical Prior Closings Subsequent Closings Last Closing Pro Forma
(A) (B) (C) (D)
Revenues:
 
 
 
Hotel operating revenues $ 1,116,944  $ (34,080) $ (29,176) $ (7,042) $ 1,046,646 
Rental income 300,441  —  —  —  300,441 
Total revenues
 1,417,385  (34,080) (29,176) (7,042) 1,347,087 
Expenses:
 
Hotel operating expenses 963,111  (30,748) (23,739) (6,507) 902,117 
Net lease operating expenses 16,303  —  —  —  16,303 
Depreciation and amortization 238,583  (2,371) (2,017) (546) 233,649 
General and administrative 30,831  —  —  —  30,831 
Transaction related costs 4,139  —  —  —  4,139 
Loss on asset impairment 81,788  —  —  —  81,788 
Total expenses
 1,334,755  (33,119) (25,756) (7,053) 1,268,827 
Gain on sale of real estate, net 25,846  —  —  —  25,846 
Interest income 6,912  —  —  —  6,912 
Interest expense
 (311,972) —  —  —  (311,972)
Loss on early extinguishment of debt, net (529) —  —  —  (529)
Loss before income tax expense and equity in losses of an investee
 (197,113) (961) (3,420) 11  (201,483)
Income tax expense (1,553) —  —  —  (1,553)
Equity in losses of an investee (2,873) —  —  —  (2,873)
Net loss $ (201,539) $ (961) $ (3,420) $ 11  $ (205,909)
Weighted average common shares outstanding (basic and diluted)
 165,816  165,816 
Net loss per common share (basic and diluted) $ (1.22) $ (1.24)
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 September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the assets and liabilities associated with the sale of two hotels with a total of 235 keys for a combined sales price of $10.0 million, excluding closing costs, or the October 15 Closing, one hotel with a total of 152 keys for a sales price of $27.5 million, excluding closing costs, or the October 22 Closing, three hotels with a total of 390 keys for a combined sales price of $29.0 million, excluding closing costs, or the October 29 Closing, and four hotels with a total of 459 keys for a combined sales price of $23.5 million, excluding closing costs, or the November 13 Closing, of the 45 Hotel Sale Portfolio, as previously reported in SVC’s Current Reports on Form 8-K filed on October 21, 2025, October 28, 2025, November 4, 2025, and November 18, 2025, respectively. The October 15 Closing, October 22 Closing, October 29 Closing, and November 13 Closing are collectively referred to as the Subsequent Closings. As previously reported in its Current Report on Form 8-K filed on October 6, 2025, SVC also sold 12 hotels in the 45 Hotel Sale Portfolio with a total of 1,662 keys for a combined sales price of $116.5 million, excluding closing costs, prior to September 30, 2025, or the Prior Closings. The impact of the Prior Closings is reflected in SVC’s historical condensed consolidated balance sheet as of September 30, 2025, and, accordingly, no transaction accounting adjustments are required. The transaction accounting adjustments for the Subsequent Closings are as follows:
October 15 Closing October 22 Closing October 29 Closing November 13 Closing Total for Subsequent Closings
Assets of properties held for sale $ 19,170  $ 19,082  $ 20,844  $ 29,956  $ 89,052 
Working capital(1)
 (235) (152) (390) (459) (1,236)
Net book value $ 18,935  $ 18,930  $ 20,454  $ 29,497  $ 87,816 
Gross sales price $ 10,000  $ 27,500  $ 29,000  $ 23,500  $ 90,000 
Estimated closing costs(2)
 (300) (825) (870) (705) (2,700)
Estimated net proceeds 9,700  26,675  28,130  22,795  87,300 
Net book value (18,935) (18,930) (20,454) (29,497) (87,816)
Cumulative net income adjustment $ (9,235) $ 7,745  $ 7,676  $ (6,702) $ (516)
(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 $ 27,148 
Working capital(1)
 (357)
Liabilities of properties held for sale (111)
Net book value $ 26,680 
Gross sales price $ 26,000 
Estimated closing costs(2)
 (780)
Estimated net proceeds 25,220 
Net book value (26,680)
Cumulative net income adjustment $ (1,460)
(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 of 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, of 12 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio.
(C)    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 ten hotels sold in the Subsequent Closings of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
October 15 Closing October 22 Closing October 29 Closing November 13 Closing Total for Subsequent Closings
Hotel operating revenues $ (5,964) $ (5,816) $ (12,115) $ (13,152) $ (37,047)
Hotel operating expenses
 (5,534) (4,848) (9,742) (10,955) (31,079)
Depreciation and amortization
 (2,055) (1,240) (1,532) (2,904) (7,731)
Loss (gain) on sale of real estate, net
 (9,235) 7,745  7,676  (6,702) (516)
Net (loss) income $ (7,610) $ 8,017  $ 6,835  $ (5,995) $ 1,247 
(D)    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.
(E)    Represents the estimated loss on sale of three hotels sold in the Last Closing of the 45 Hotel Sale Portfolio, calculated as the estimated net proceeds of $25,220 less the net book value of the assets of $26,680 both as described in Note C of the adjustments to the unaudited pro forma condensed consolidated balance sheet.
Nine Months Ended September 30, 2025
(A)    Represents SVC’s historical condensed consolidated statement of loss for the nine months ended September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of 12 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio.
(C)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of ten hotels sold in the Subsequent Closings of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
October 15 Closing October 22 Closing October 29 Closing November 13 Closing Total for Subsequent Closings
Hotel operating revenues $ (4,236) $ (5,061) $ (9,770) $ (10,109) $ (29,176)
Hotel operating expenses
 (3,851) (3,769) (7,702) (8,417) (23,739)
Depreciation and amortization
 (545) (374) (369) (729) (2,017)
Net income (loss) $ 160  $ (918) $ (1,699) $ (963) $ (3,420)
(D)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of three hotels sold in the Last Closing of the 45 Hotel Sale Portfolio.
F-6