Service Properties Trust insider sells 14,205 shares; director retains large trust holdings

Rhea-AI Filing Summary

Adam D. Portnoy, a director of Service Properties Trust (NASDAQ: SVC), reported a transaction on Form 4 showing a disposition of 14,205 common shares on 09/16/2025 at a price of $2.82 per share. The filing states the sale was to satisfy tax withholding obligations related to the vesting of previously issued securities. After the reported disposition, Mr. Portnoy beneficially owns 358,881 shares directly and is associated with an additional 1,672,783 shares held by ABP Trust, where he is sole trustee and controlling shareholder; he disclaims beneficial ownership except to the extent of his pecuniary interest. The form is signed 09/18/2025.

Positive

• Large retained indirect position: 1,672,783 shares held by ABP Trust indicate continued substantial alignment with the issuer to the extent of pecuniary interest
• Transparent disclosure of the tax-withholding reason and trustee relationship provides clear governance information

Negative

• Disposition of 14,205 shares at $2.82 reduces the director's direct holdings, though reported as tax withholding rather than a discretionary sale

Insights

Securities Analyst

TL;DR: Director sold a small block for tax withholding; retains large direct and indirect holdings via trust.

The reported 14,205-share disposition appears to be a routine withholding event tied to vested compensation rather than an open-market targeted sale, consistent with the filing's explanation. The transaction generated proceeds at $2.82 per share and reduced direct holdings to 358,881 shares. Materially, the director remains substantially invested through 1,672,783 shares held by ABP Trust, which could align his interests with other shareholders to the extent of his pecuniary stake. This Form 4 does not disclose any additional derivative activity or change in control.

Corporate Governance Expert

TL;DR: Transaction is standard tax-withholding on vesting; governance disclosure is clear about indirect trust holdings.

The filing properly identifies the reporting person as a director and explains the withholding as payment of tax liability connected to vesting under Rule 16b-3. Disclosure of ABP Trust holdings and the trustee relationship is appropriate; the explicit disclaimer limits implied beneficial ownership claims. No unexplained discretionary sales or departures are indicated, and the signature certifies accuracy.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PORTNOY ADAM D.

(Last) (First) (Middle)

C/O THE RMR GROUP LLC

TWO NEWTON PL., 255 WASH. ST., STE. 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Service Properties Trust [ NASDAQ:SVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	09/16/2025		F(1)		14,205	D	$2.82	358,881	D
Common Shares of Beneficial Interest								1,672,783	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

2. These shares are held by ABP Trust; Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Adam D. Portnoy	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for SVC disclose about Adam Portnoy's transaction?

The Form 4 reports a disposition of 14,205 common shares on 09/16/2025 at $2.82 per share to satisfy tax withholding from vested securities.

How many SVC shares does Adam Portnoy own after the reported transaction?

After the reported disposition, Mr. Portnoy beneficially owns 358,881 shares directly and is associated with 1,672,783 shares held by ABP Trust.

Why were the 14,205 SVC shares disposed of according to the filing?

The filing states the shares were withheld to pay a tax liability incident to the vesting of issued securities under Rule 16b-3.

Does the Form 4 indicate any change in control or derivative activity for SVC?

No. The Form 4 lists only the non-derivative disposition for tax withholding and shows no derivative securities or change in control.

What is the relationship between Adam Portnoy and ABP Trust in the filing?

Mr. Portnoy is the sole trustee, an officer, and the controlling shareholder of ABP Trust; he disclaims beneficial ownership except for his pecuniary interest.