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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 18, 2025
SERVICE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
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| 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:
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| 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 18, 2025, SVC sold three hotels with a total of 413 keys located in three states for a combined sales price of $26.5 million, excluding closing costs, or the First Significant Disposition, 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. On September 18, 2025, SVC also sold eight hotels with a total of 1,041 keys located in four states for a combined sales price of $20.3 million, excluding closing costs, or the Second Significant Disposition, pursuant to another agreement that SVC previously entered into for the Sale Hotels. To date, SVC has sold 20 of the Sale Hotels with a total of 2,767 keys for a combined sales price of $135.7 million, excluding closing costs, and SVC remains under agreement to sell 93 Sale Hotels with a total of 12,036 keys for a combined sales price of $777.6 million, excluding closing costs. The remaining 93 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, including a portion of the outstanding borrowings under its revolving credit facility.
The hotel sales SVC has completed to date pursuant to two of the agreements 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 is included for the First Significant Disposition and Second Significant Disposition as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
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 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.
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 Exhibits 99.1 (with respect to the First Significant Disposition) and 99.2 (with respect to the Second Significant Disposition) to this Current Report on Form 8-K and are 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, provided, however, that Exhibit 99.1 does not reflect the Second Significant Disposition and Exhibit 99.2 does not reflect the First Significant Disposition. 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.
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99.1 | | Unaudited Pro Forma Condensed Consolidated Financial Statements (First Significant Disposition). (Filed herewith.) |
99.2 | | Unaudited Pro Forma Condensed Consolidated Financial Statements (Second Significant Disposition). (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.
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| | | SERVICE PROPERTIES TRUST |
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| | | |
| | | By: | /s/ Brian E. Donley |
| | | Name: | Brian E. Donley |
| | | Title: | Chief Financial Officer and Treasurer |
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| Dated: | September 24, 2025 | | |
