[8-K] Service Properties Trust Reports Material Event

Rhea-AI Filing Summary

Service Properties Trust (SVC) filed a Current Report disclosing unaudited pro forma condensed consolidated financial statements that treat the pending sales of certain hotels as if they were completed as of June 30, 2025 for the balance sheet and as if completed as of January 1, 2024 for the statements of loss. The filing notes these pro forma statements are included as Exhibit 99.1 and are intended to show SVC's financial position and results on a sale-completed basis, but stresses they are not necessarily indicative of future actual results. The report also warns the pending hotel sales remain subject to conditions and may be delayed, altered or not completed, and that actual results could differ materially for many reasons.

Positive

• Pro forma financial statements were filed as Exhibit 99.1, providing a sale-completed view as of June 30, 2025
• Transparency: the filing explicitly discloses limits of the pro forma data and forward-looking risks

Negative

• The pending hotel sales are subject to conditions and may be delayed, changed, or not completed
• The pro forma statements are unaudited and are stated to be not necessarily indicative of future financial position or results

Insights

Financial Reporting Analyst

TL;DR: SVC provided unaudited pro forma financials assuming hotel sales were completed, but completion remains uncertain.

The company filed pro forma condensed consolidated statements as Exhibit 99.1 to reflect the effect of the pending hotel sales on its balance sheet as of June 30, 2025 and on results as if sales closed on January 1, 2024. These documents help investors see a sale-completed view of assets, liabilities and operating results.

Because the filings are unaudited and the sales are explicitly "subject to conditions," the pro forma figures should be treated as illustrative rather than definitive. The filing also reiterates standard forward-looking statement cautions about timing, terms, and use of proceeds.

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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): September 25, 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 25, 2025, SVC sold ten hotels with a total of 1,525 keys located in six states for a combined sales price of $71.1 million, excluding closing costs, 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 33 of the Sale Hotels with a total of 4,691 keys for a combined sales price of $229.3 million, excluding closing costs, and SVC remains under agreement to sell 80 Sale Hotels with a total of 10,112 keys for a combined sales price of $684.0 million, excluding closing costs. The remaining 80 Sale Hotels with 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.

The hotel sales SVC has completed to date pursuant to one of the agreements for the Sale Hotels constitutes 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 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) and September 29, 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, 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 these hotels 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

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

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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:

October 1, 2025

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FAQ

What did Service Properties Trust (SVC) file in this 8-K?

SVC filed unaudited pro forma condensed consolidated financial statements as Exhibit 99.1 reflecting the pending hotel sales as if completed as of June 30, 2025 and for results as if completed on January 1, 2024.

Are the pro forma financial statements audited?

No. The filing states the pro forma condensed consolidated financial statements are unaudited.

Do the pro forma statements guarantee future results for SVC?

No. The filing expressly says the pro forma financials are not necessarily indicative of SVC's expected financial position or results for any future period.

Are the hotel sales completed as of the filing?

No. The filing notes the pending hotel sales are subject to conditions and may be delayed, have different terms, or not be completed.

Where can I find more risk details referenced in the filing?

The filing refers investors to SVC's SEC filings, including the Risk Factors section of its Annual Report for the fiscal year ended December 31, 2024.