svc-20250909

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): September 9, 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 September 9, 2025, SVC sold five hotels with a total of 690 keys located in two states for a combined sales price of $44.9 million, excluding closing costs. These hotels were sold pursuant to one of the agreements that SVC previously entered into to sell 114 hotels with a total of 14,925 keys for a combined sales price of $920.0 million, excluding closing costs, or the Sale Hotels. To date, SVC has sold seven of the Sale Hotels with a total of 995 keys for a combined sales price of $63.9 million, excluding closing costs, and SVC remains under agreement to sell 106 Sale Hotels with a total of 13,808 keys for a combined sales price of $849.4 million, excluding closing costs. One Sale Hotel with 122 keys that was previously under agreement for sale for $6.7 million is no longer under agreement. The remaining 106 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, including a portion of the outstanding borrowings under its revolving credit facility. SVC is also considering property sales in addition to the Sale Hotels, as well as various other debt refinancing opportunities, including a potential zero-coupon bond financing or other secured and/or unsecured debt transactions, to address its near-term debt maturities and other capital needs, and SVC is actively engaging with bankers and potential investors regarding such opportunities.

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 or that the terms will not change. In addition, although SVC is considering additional property sales and various secured and/or unsecured debt refinancing opportunities to address its near-term debt maturities and other capital needs, SVC cannot be sure that it will sell any additional properties or consummate any debt refinancing transactions.

The information contained in SVC’s filings with the Securities and Exchange Commission, or 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.

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:

September 10, 2025

Service Properties Trust filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets