RMR Group (SVC) invests $50M to amass 6.4% Service Properties stake

Rhea-AI Filing Summary

The RMR Group LLC bought 41,666,666 common shares of Service Properties Trust in an underwritten public offering at $1.20 per share, for an aggregate purchase price of about $50,000,000. This stake represents approximately 6.44% of Service Properties’ outstanding common shares as of April 2, 2026.

Through related entities, ABP Trust is reported as beneficially owning 43,339,449 shares, or about 6.70%, while Adam D. Portnoy may be deemed to beneficially own 43,698,330 shares, or about 6.75%. RMR LLC and certain executives and trustees entered 90‑day lock-up agreements restricting share sales after March 31, 2026, and state that the shares are held for investment purposes while retaining flexibility to buy or sell in the future.

Insights

Equity ownership and governance analyst

Large affiliated investor increases stake in Service Properties with a $50M purchase.

The RMR Group LLC acquired 41,666,666 Service Properties Trust shares at $1.20, investing about $50,000,000 in an underwritten public offering. This creates a disclosed beneficial ownership position of roughly 6.44% of the outstanding common shares for RMR LLC.

Through ABP Trust and related roles, Adam D. Portnoy may be deemed to beneficially own about 6.75% of the company’s shares. A 90‑day lock-up after March 31, 2026 limits near‑term sales by RMR LLC and specified executives, indicating a short‑term holding commitment while still allowing longer‑term flexibility in trading.

Key Figures

Shares purchased by RMR LLC: 41,666,666 shares Purchase price per share: $1.20 per share Aggregate purchase price: Approximately $50,000,000 +5 more

8 metrics

Shares purchased by RMR LLC 41,666,666 shares Bought in underwritten public offering on April 2, 2026

Purchase price per share $1.20 per share Public offering price paid to underwriters

Aggregate purchase price Approximately $50,000,000 Total paid by RMR LLC for 41,666,666 shares

RMR LLC ownership percentage 6.44% Percent of outstanding common shares as of April 2, 2026

Adam D. Portnoy beneficial ownership 43,698,330 shares (6.75%) Direct and indirect beneficial ownership as of April 2, 2026

ABP Trust beneficial ownership 43,339,449 shares (6.70%) Includes shares held directly and via RMR LLC

Total shares outstanding 647,221,237 shares Service Properties Trust common shares outstanding as of April 2, 2026

Lock-up period 90 days After March 31, 2026, for specified holders under lock-up agreements

Key Terms

beneficially own, underwritten public offering, lock-up agreements, revolving credit facility, +2 more

6 terms

beneficially own financial

"ABP Trust may be deemed to beneficially own an aggregate of 43,339,449 Common Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

underwritten public offering financial

"in connection with an underwritten public offering (the "Offering") of Common Shares by the Issuer"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

lock-up agreements financial

"entered into lock-up agreements with the underwriters, pursuant to which each agreed ... not to sell"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

revolving credit facility financial

"RMR LLC funded the purchase ... using cash on hand and borrowings under its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

equity compensation plan financial

"eligible to receive awards of Common Shares pursuant to the Issuer's equity compensation plan"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

aggregate purchase price financial

"for an aggregate purchase price of approximately $50,000,000"

The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Service Properties Trust

(Name of Issuer)

Common Shares of Beneficial Interest, $.01 Par Value

(Title of Class of Securities)

(CUSIP Number)

Adam D. Portnoy
The RMR Group LLC, Two Newton Place, 255 Washington Street, Suite 300
Newton, MA, 02458-1634
(617) 928-1300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

The RMR Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 41,666,666.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 41,666,666.00

11

Aggregate amount beneficially owned by each reporting person

41,666,666.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.44 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company The percentages of beneficial ownership reported in this Schedule 13D are based on approximately 647,221,237 common shares of beneficial interest of Service Properties Trust (the "Issuer") outstanding as of the close of business on April 2, 2026, as verified by the Issuer.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

The RMR Group Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 41,666,666.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 41,666,666.00

11

Aggregate amount beneficially owned by each reporting person

41,666,666.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.44 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

ABP Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 43,339,449.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 43,339,449.00

11

Aggregate amount beneficially owned by each reporting person

43,339,449.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.70 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Statutory Trust.

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Adam D. Portnoy

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 358,881.00
8	Shared Voting Power 43,339,449.00
9	Sole Dispositive Power 358,881.00
10	Shared Dispositive Power 43,339,449.00

11

Aggregate amount beneficially owned by each reporting person

43,698,330.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.75 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares of Beneficial Interest, $.01 Par Value
(b)	Name of Issuer: Service Properties Trust
(c)	Address of Issuer's Principal Executive Offices: Two Newton Place, 255 Washington Street, Suite 300, Newton, MASSACHUSETTS , 02458-1634.
Item 1 Comment: This statement on Schedule 13D (this "Schedule 13D") relates to the common shares of beneficial interest, $.01 par value per share (the "Common Shares"), of Service Properties Trust, a Maryland real estate investment trust (the "Issuer").
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by The RMR Group LLC ("RMR LLC"), The RMR Group Inc. ("RMR Inc."), the managing member of RMR LLC, ABP Trust, the controlling shareholder of RMR Inc., and Adam D. Portnoy (individually, a "Reporting Person," and together, the "Reporting Persons"). RMR LLC is the majority owned operating subsidiary of RMR Inc., a holding company listed on The Nasdaq Stock Market LLC. The controlling shareholder of RMR Inc. is ABP Trust. Adam D. Portnoy, one of the Issuer's Managing Trustees, is the sole trustee, an officer and the controlling shareholder of ABP Trust, a managing director and president and chief executive officer of RMR Inc. and chief executive officer of RMR LLC. The Issuer's Managing Trustees are also managing trustees and/or executive officers of other public companies to which RMR LLC or its subsidiaries provide management services. Each of the Issuer's executive officers also is an officer and employee of RMR LLC. Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the "Covered Persons"), and the present principal occupation of each of the Covered Persons.
(b)	Except as otherwise set forth in Annex A, the principal business office of each of the Reporting Persons and Covered Persons is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
(c)	RMR LLC's principal business is providing management services and RMR LLC is the business and property manager of the Issuer. RMR Inc.'s principal business is holding membership interests in RMR LLC. ABP Trust's principal business is holding shares of capital stock of RMR Inc., holding membership interests in RMR LLC and investing in real estate. Mr. Portnoy's principal occupation is president and chief executive officer of RMR Inc.
(d)	During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Row 4 of each of the cover pages and Annex A.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 6 of this Schedule 13D is incorporated herein by reference. On April 2, 2026, in connection with an underwritten public offering (the "Offering") of Common Shares by the Issuer pursuant to an underwriting agreement, dated as of March 31, 2026 (the "Underwriting Agreement"), between the Issuer and Yorkville Securities, LLC, as representative of the several underwriters named therein, RMR LLC purchased 41,666,666 Common Shares from the underwriters at the public offering price of $1.20 per share, for an aggregate purchase price of approximately $50,000,000. RMR LLC funded the purchase of the Common Shares using cash on hand and borrowings under its revolving credit facility.
Item 4.	Purpose of Transaction
	The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference. In connection with the Offering, also on April 2, 2026, Christopher J. Bilotto, executive vice president of RMR Inc., executive vice president of RMR LLC and one of the Issuer's Managing Trustees and its President and Chief Executive Officer, and Brian E. Donley, senior vice president of RMR LLC and the Issuer's Chief Financial Officer and Treasurer, as well as certain of the Issuer's Trustees, purchased from the underwriters an aggregate of 248,333 Common Shares, including 100,000 Common Shares acquired by Mr. Bilotto, at the public offering price of $1.20 per share. In connection with the Offering, RMR LLC, Messrs. Bilotto, Donley and Portnoy, and certain of the Trustees of the Issuer entered into lock-up agreements with the underwriters, pursuant to which each agreed, without the prior written consent of Yorkville Securities, LLC and subject to certain exceptions, not to sell, transfer or otherwise dispose of any Common Shares beneficially owned by them for a period of 90 days after March 31, 2026, the date of the Underwriting Agreement. The Reporting Persons acquired the Common Shares reported herein for investment purposes. In addition to Mr. Portnoy's role as a Managing Trustee of the Issuer, the Reporting Persons may from time to time engage in discussions with the Issuer, its Trustees and officers, other shareholders of the Issuer and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries. The Reporting Persons and their affiliates may acquire or dispose of Common Shares, other shares of capital stock or equity interests of the Issuer and/or its subsidiaries, from time to time, in the open market, private transactions, or otherwise, depending upon various factors, including, without limitation, the Issuer's business, prospects and financial condition, the market for such shares or interests, actions taken by the Issuer's trustees, general economic and stock market conditions, proposals from time to time sought by or presented to them, the existence of any lock-up periods and other factors. Each Reporting Person intends to closely monitor its or his investments and may from time to time take advantage of opportunities presented to it or him. Except as otherwise described above in this Item 4 and with respect to Mr. Portnoy, other than as may have arisen in his capacity as a Trustee of the Issuer or in connection with his role with RMR LLC as a provider of services for or on behalf of the Issuer, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4 of Schedule 13D, although each Reporting Person may, at any time and from time to time, review or reconsider such Reporting Person's position and/or change such Reporting Person's purpose and/or formulate plans or proposals with respect thereto. To the extent Mr. Portnoy may be involved in the formulation or approval of such plans or proposals as a Trustee of the Issuer or in connection with his role with RMR LLC as a provider of services for or on behalf of the Issuer, Mr. Portnoy does not expect to disclose such developments or his involvement by amending this Schedule 13D unless he also participates in developing or making such plans or proposals in his capacity as an investor in the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Amount beneficially owned and percentage of class: RMR LLC directly holds 41,666,666 Common Shares, representing approximately 6.44% of the Common Shares outstanding as of April 2, 2026. ABP Trust directly holds 1,672,783 Common Shares and Adam D. Portnoy is the direct owner of 358,881 Common Shares. Voting and investment power with respect to the Common Shares owned by RMR LLC may be deemed to be shared by RMR Inc., ABP Trust and Adam D. Portnoy. ABP Trust may be deemed to beneficially own an aggregate of 43,339,449 Common Shares, consisting of the 1,672,783 Common Shares it directly holds and the 41,666,666 Common Shares held by RMR LLC, representing approximately 6.70% of the Common Shares outstanding as of April 2, 2026. Voting and investment power with respect to the Common Shares beneficially owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as the president, controlling shareholder and sole trustee of ABP Trust. Therefore, Adam D. Portnoy may be deemed to beneficially own an aggregate of 43,698,330 Common Shares, consisting of the 358,881 Common Shares he directly holds and the 43,339,449 Common Shares beneficially owned by ABP Trust, representing approximately 6.75% of the Common Shares outstanding as of April 2, 2026.
(b)	See responses to Rows 7 through 10 of the cover pages and Annex A.
(c)	During the past 60 days, except as described in Items 3 and 4, the Reporting Persons have not engaged in any transaction with respect to Common Shares.
(d)	No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth under Item 4 of this Schedule 13D is incorporated herein by reference. Mr. Portnoy and certain other Covered Persons are eligible to receive awards of Common Shares pursuant to the Issuer's equity compensation plan for their services to the Issuer or its taxable real estate investment trust subsidiaries.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Description of Exhibit 99.1 Agreement of Joint Filing, dated as of April 9, 2026, by and among The RMR Group LLC, The RMR Group Inc., ABP Trust and Adam D. Portnoy (Filed Herewith) 99.2 Underwriting Agreement, dated as of March 31, 2026, between the Issuer and Yorkville Securities, LLC (including the form of Lock-up Agreement) (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on April 2, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The RMR Group LLC

Signature:	/s/ Matthew C. Brown
Name/Title:	Matthew C. Brown, Executive Vice President, Chief Financial Officer and Treasurer
Date:	04/09/2026

The RMR Group Inc.

Signature:	/s/ Matthew C. Brown
Name/Title:	Matthew C. Brown, Executive Vice President, Chief Financial Officer and Treasurer
Date:	04/09/2026

ABP Trust

Signature:	/s/ Adam D. Portnoy
Name/Title:	Adam D. Portnoy, President
Date:	04/09/2026

Adam D. Portnoy

Signature:	/s/ Adam D. Portnoy
Name/Title:	Adam D. Portnoy
Date:	04/09/2026

FAQ

How many Service Properties Trust (SVC) shares did The RMR Group LLC buy?

The RMR Group LLC bought 41,666,666 Service Properties Trust common shares. The shares were purchased from underwriters in an underwritten public offering at $1.20 per share, for an aggregate investment of about $50,000,000 using cash on hand and revolving credit borrowings.

What percentage of Service Properties Trust (SVC) does The RMR Group LLC now beneficially own?

The RMR Group LLC directly holds 41,666,666 Service Properties Trust shares, or about 6.44% of outstanding common shares. This percentage is based on approximately 647,221,237 common shares outstanding as of April 2, 2026, as verified by the issuer for this ownership calculation.

What is Adam D. Portnoy’s total beneficial ownership in Service Properties Trust (SVC)?

Adam D. Portnoy may be deemed to beneficially own 43,698,330 Service Properties Trust shares. This includes 358,881 shares he holds directly plus 43,339,449 shares attributed through ABP Trust, representing about 6.75% of outstanding common shares as of April 2, 2026.

What stake does ABP Trust hold in Service Properties Trust (SVC)?

ABP Trust is reported as beneficially owning 43,339,449 Service Properties Trust common shares. This total includes 1,672,783 shares held directly and 41,666,666 shares held by RMR LLC, representing about 6.70% of outstanding common shares as of April 2, 2026.

At what price were the new Service Properties Trust (SVC) shares purchased by RMR LLC and insiders?

RMR LLC and certain executives purchased Service Properties Trust shares at the public offering price of $1.20 per share. RMR LLC invested about $50,000,000 for 41,666,666 shares, while executives and trustees bought an additional 248,333 shares at the same $1.20 price.

Are RMR LLC and related insiders subject to any lock-up on Service Properties Trust (SVC) shares?

Yes. RMR LLC, Adam D. Portnoy and certain executives and trustees entered lock-up agreements. They agreed not to sell, transfer or dispose of Service Properties Trust shares they beneficially own for 90 days after March 31, 2026, except under specified limited exceptions in the agreements.