Service Properties Trust Files 8-K: Material Agreement & Bylaw Changes

TL;DR

SPRT filed an 8-K for a material agreement and bylaw changes. Keep an eye on governance.

AI Summary

On March 30, 2026, Service Properties Trust entered into a material definitive agreement. The filing also includes amendments to its articles of incorporation or bylaws and a change in fiscal year. Financial statements and exhibits are also provided.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and potential changes to the company's governance or financial reporting structure.

Risk Assessment

Risk Level: medium — Material definitive agreements and amendments to bylaws can signal significant strategic shifts or operational changes that may impact the company's future performance.

Key Players & Entities

• Service Properties Trust (company) — Filer of the 8-K report
• 0000945394 (company) — CIK number for Service Properties Trust
• 2026-04-02 (date) — Filing date of the 8-K
• 2026-03-30 (date) — Period of report for the 8-K

FAQ

Key Financial Figures

• $1.20 — n shares, at a public offering price of $1.20 per share. We expect to issue and deliv
• $500,000,000 — , 2026, for aggregate gross proceeds of $500,000,000. We also granted the underwriters an op
• $100 million — er with cash on hand, to redeem (1) the $100 million principal amount of our outstanding 4.9
• $370 million — ing 4.95% Senior Notes due 2027 and (2) $370 million of the $450 million aggregate principal
• $450 million — es due 2027 and (2) $370 million of the $450 million aggregate principal amount of our outst

Filing Documents

• tm2610827d1_8k.htm (8-K) — 45KB
• tm2610827d1_ex1-1.htm (EX-1.1) — 248KB
• tm2610827d1_ex3-1.htm (EX-3.1) — 8KB
• tm2610827d1_ex5-1.htm (EX-5.1) — 37KB
• tm2610827d1_ex8-1.htm (EX-8.1) — 15KB
• tm2610827d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2610827d1_ex8-1img001.jpg (GRAPHIC) — 6KB
• tm2610827d1_ex8-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-26-038793.txt ( ) — 610KB
• svc-20260330.xsd (EX-101.SCH) — 3KB
• svc-20260330_lab.xml (EX-101.LAB) — 33KB
• svc-20260330_pre.xml (EX-101.PRE) — 22KB
• tm2610827d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 31, 2026, we entered into an underwriting agreement, or the Underwriting Agreement, with Yorkville Securities, LLC, as representative of the underwriters named therein, with respect to an underwritten public offering of 416,666,667 of our common shares of beneficial interest, $.01 par value per share, or common shares, at a public offering price of $1.20 per share. We expect to issue and deliver these common shares on or about April 2, 2026, for aggregate gross proceeds of $500,000,000. We also granted the underwriters an option to purchase up to an additional 62,500,000 common shares from us, at the public offering price, less the underwriting discount, within 30 days from the date of the Underwriting Agreement. We expect to use the net proceeds from the offering (after deducting the underwriting discount and estimated offering expenses payable by us), together with cash on hand, to redeem (1) the $100 million principal amount of our outstanding 4.95% Senior Notes due 2027 and (2) $370 million of the $450 million aggregate principal amount of our outstanding 5.50% Senior Notes due 2027 assuming the underwriters do not exercise their option to purchase additional common shares. If the underwriters exercise their option to purchase additional common shares in full, we expect to use the additional net proceeds, together with cash on hand, to redeem additional principal amount of the 5.50% Senior Notes due 2027 to the extent of the additional net proceeds received. Helix Partners, or Helix, The RMR Group LLC, or RMR, our manager, YA II PN, Ltd., an affiliate of Yorkville Securities, LLC, and another institutional investor have agreed to purchase from the underwriters 55,700,000, 41,666,666, 20,833,333 and 54,166,666, respectively, common shares at a price equal to the public offering price. In addition, Christopher J. Bilotto, one of our Managing Trustees and our President and Chief Executive Officer, a

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 30, 2026, we filed Articles of Amendment to our Amended and Restated Declaration of Trust, as amended, with the Maryland Department of Assessments and Taxation to increase the number of our authorized common shares from 200 million to 900 million, effective as of such date. A copy of the Articles of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summary of such amendment is subject, and qualified in its entirety by reference, to such exhibit. Warning Concerning

Forward-Looking Statements

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. Also, whenever we use words such as "believe", "expect", "anticipate", "intend", "plan", "estimate", "will", "may" and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our 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 our forward-looking statements as a result of various factors. For example: We expect to issue and deliver these common shares on or about April 2, 2026. However, the issuance and delivery of the shares is subject to various conditions and contingencies as are customary in underwriting agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, the offering may not be completed; Our current intent is to use the net proceeds from the offering to redeem, together with cash on hand, all or a portion of (1) the $100 million aggregate principal amount of our outstanding 4.95% Senior Notes due 2027 and (2) $370 million aggregate principal amount of our outstanding 5.50% Senior Notes due 2027 assuming the underwriters do not exercise their option to purchase additional common shares. If the underwriters exercise their option to purchase additional common shares in full, we expect to use the net proceeds, together with cash on hand, to redeem additional principal amount of the 5.50% Senior Notes due 2027 to the extent of the additional net proceeds received. However, the receipt and use of the net proceeds is dependent on the completion of the offering and may not occur; and The underwriters have been granted an option to purchase up to

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 1.1 Underwriting Agreement, dated as of March 31, 2026, between the Company and Yorkville Securities, LLC, as the representative of the several underwriters named therein. 3.1 Articles of Amendment dated March 30, 2026. 5.1 Opinion of Duane Morris LLP. 8.1 Opinion of Sullivan & Worcester LLP as to tax matters. 23.1 Consent of Duane Morris LLP (contained in Exhibit 5.1). 23.2 Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1). 104 Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

SIGNATURES

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: April 2, 2026

View Full Filing

View this 8-K filing on SEC EDGAR