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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-281645

PROSPECTUS SUPPLEMENT
(To prospectus dated August 19, 2024)

416,666,667 Shares

[MISSING IMAGE: lg_serviceprotrust-pn.jpg]

Service Properties Trust

Common Shares of Beneficial Interest

We are offering 416,666,667 common shares of beneficial interest, $.01 par value per share, or common shares. Our common shares are listed on The Nasdaq Stock Market LLC, or Nasdaq, under the symbol “SVC.” The last reported sales price of our common shares on Nasdaq on March 31, 2026 was $1.36 per share.

We have elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ended December 31, 1995. To assist us in complying with certain federal income tax requirements applicable to REITs, our declaration of trust provides that our Board of Trustees, or our Board, has the power to refuse to permit a transfer of shares if it determines such transfer would jeopardize our qualification for taxation as a REIT under the Code. Among other things, our declaration of trust and bylaws provide that no person may own, or be deemed to own more than 9.8% (in value or in number, whichever is more restrictive), of our outstanding common shares. In addition, in order to assist us in preserving our ability to use our net operating losses and other tax benefits to reduce our future taxable income, our bylaws include an ownership limit of 5% of our outstanding common shares, subject to certain exceptions. See “Description of Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws — Restrictions on Transfer and Ownership of Shares” in the accompanying prospectus for a detailed description of the ownership and transfer restrictions applicable to our common shares.

Investing in our common shares involves risks. See “Risk Factors” beginning on page S-12 of this prospectus supplement, as well as the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, or our Annual Report, and under similar headings in any other reports that we file after the date hereof and incorporate by reference into this prospectus supplement and the accompanying prospectus.

	Per Common Share			Total
Public offering price		$	1.20		$	500,000,000.40
Underwriting discount (5.50%)		$	0.066		$	27,500,000.02
Proceeds, before expenses, to Service Properties Trust		$	1.134		$	472,500,000.38

Helix Partners, or Helix, The RMR Group LLC, or RMR, our manager, YA II PN, Ltd., an affiliate of Yorkville Securities, LLC, or YA Ltd., 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 the public offering price. In addition, Christopher J. Bilotto, one of our Managing Trustees and our President and Chief Executive Officer, and Brian E. Donley, our Chief Financial Officer and Treasurer, as well as certain of our Trustees, have also agreed to purchase from the underwriters an aggregate of 248,333 common shares at the public offering price.

The underwriters may also purchase up to an additional 62,500,000 common shares from us, at the public offering price, less the underwriting discount and any distributions paid on such shares during such period to which they are entitled, within 30 days from the date of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the common shares sold in this offering to purchasers on or about April 2, 2026.

Joint Book-Running Managers

Yorkville Securities

Jones

Co-Managers

B. Riley Securities

Oppenheimer & Co.

Ladenburg Thalmann

Siebert

The date of this prospectus supplement is March 31, 2026.

TABLE OF CONTENTS

Prospectus Supplement

	Page
Summary		S-1
Risk Factors		S-12
Use of Proceeds		S-14
Capitalization		S-15
Material United States Federal Income Tax and ERISA Considerations		S-18
Underwriting (Conflicts of Interest)		S-20
Legal Matters		S-27
Experts		S-27
Incorporation of Certain Information by Reference		S-28
Where You Can Find More Information		S-29
Warning Concerning Forward-Looking Statements		S-29
Statement Concerning Limited Liability		S-31

Prospectus

	About This Prospectus					ii
	Our Company					1
	Risk Factors					1
	Warning Concerning Forward-Looking Statements					2
	Statement Concerning Limited Liability					3
	Use of Proceeds					4
	Description of Debt Securities and Related Guarantees					4
	Description of Shares of Beneficial Interest					14
	Description of Depositary Shares					20
	Description of Warrants					23
	Description of Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws					24
	Selling Security Holders					36
	Plan of Distribution					36
	Legal Matters					37
	Experts					38
	Where You Can Find More Information					38
	Information Incorporated By Reference					38

S-i

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In this prospectus supplement, the terms “SVC”, “we”, “our” and “us” refer to Service Properties Trust and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires. References in this prospectus supplement to our “common shares” are to our common shares of beneficial interest.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference. The second part, the accompanying prospectus, provides a general description of our common shares under the caption “Description of Shares of Beneficial Interest” and provides more general information, some of which does not apply to this offering.

To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or the documents incorporated by reference prior to the date hereof, on the other hand, you should rely on the information in this prospectus supplement. In addition, information that we file with the Securities and Exchange Commission, or SEC, after the date of this prospectus supplement and that is incorporated by reference in this prospectus supplement and the accompanying prospectus may add, update or change information contained in this prospectus supplement, the accompanying prospectus or previously incorporated documents. Any information in such subsequent filings that is inconsistent with this prospectus supplement, the accompanying prospectus or a previously incorporated document will supersede the earlier information.

This prospectus supplement does not contain all of the information that is important to you. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference herein and therein, and any related free writing prospectus issued by us in making your investment decision. See “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” in this prospectus supplement.

We are offering to sell, and seeking offers to buy, the securities described in this prospectus supplement only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectuses we have authorized for use in connection with this offering of securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement, the accompanying prospectus and any free writing prospectuses we have authorized for use in connection with this offering must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectuses we have authorized for use in connection with this offering outside the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our business, financial condition, results of operations or prospects.

S-ii

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SUMMARY

The information below is only a summary of more detailed information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein. This summary does not contain all of the information that is important to you or that you should consider before investing in our common shares. As a result, you should read this entire prospectus supplement and the accompanying prospectus, as well as the information incorporated by reference herein and therein, carefully.

Our Company

We are a REIT organized in 1995 under the laws of the State of Maryland. As of December 31, 2025, we owned 760 service-focused retail net lease properties with an aggregate of 13.6 million square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for the payment of operating expenses and capital expenditures of the property during the lease term, and 94 hotels with an aggregate of 21,243 rooms or suites. Our properties are located in 46 states, the District of Columbia, Ontario, Canada and San Juan, Puerto Rico and had an aggregate undepreciated carrying value of $8.1 billion, including $153.8 million related to properties classified as held for sale as of December 31, 2025. Our principal place of business is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and our telephone number is (617) 964-8389.

Expansion of Our Board of Trustees

In connection with this offering, our Board expects to expand the size of our Board to add an Independent Trustee with hotel experience in the near term, which is intended to enhance governance as we seek to improve the performance of our hotel portfolio. Moreover, our entire Board is committed to maximizing shareholder value through thoughtful capital allocation between and amongst our hotel and net lease retail real estate portfolios, as we continue to transition our portfolio to be more focused on net lease retail real estate in the future.

Our Portfolio

We have been executing a strategic transformation through the sale of a significant portion of our hotel portfolio in order to position ourselves as a majority net lease REIT, while improving the quality of our remaining hotel portfolio and reducing leverage and capital expenditures, or CapEx. The following charts illustrate the impact of this transformation on our portfolio from the year ended December 31, 2019 through the year ended December 31, 2025 and its related impact on Adjusted earnings before interest expense, income tax expense (benefit) and depreciation for real estate, or Adjusted EBITDAre.

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(1)

This information was not prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and therefore is a non-GAAP financial measure. See “Non-GAAP Financial Measures” on page S-6 for a reconciliation of non-GAAP to GAAP.

Net Lease Portfolio

As of December 31, 2025, our retail net lease portfolio represented approximately 69% of our Adjusted EBITDAre. As of December 31, 2025, our net lease portfolio was 96.6% occupied, had a remaining weighted average lease term of 7.4 years and tenants in the portfolio generated average rent coverage of 1.98x. Approximately 15%, or 2.1% average per year, of the net lease portfolio’s rents expire before 2033 and 96% of the portfolio’s leases have contractual increases or percentage rent increases, with 84% of net leases based on fixed or scheduled increases, 10% consumer price index-linked, 4% flat increases and 2% based on increases in certain gross property revenues over threshold amounts, each based on annualized minimum rent. As of December 31, 2025, our retail net lease portfolio represented approximately 32% of our net lease annualized minimum rents with a strong average minimum rent coverage at 3.61x. During the year ended December 31, 2025, we acquired 29 net lease properties for a total purchase price of $96 million, advancing a disciplined acquisition strategy to reshape and improve the “triple net” portfolio.

Hotel Portfolio

As of December 31, 2025, our hotel portfolio represented approximately 31% of our Adjusted EBITDAre. The following table summarizes the operating performance of our hotel portfolio for the year ended December 31, 2025, including the hotels managed by Sonesta that we have identified for disposition in 2026, one of which with a total of 133 keys was sold in January 2026, and 16 of which are currently being marketed for sale, or the Exit Hotels. After giving effect to the sale of the Exit Hotels, 77 hotels with a total of 17,933 keys will remain, or the Retained Hotel portfolio.

The Exit Hotels are part of a disciplined, phased disposition strategy and we currently expect to sell these hotels for estimated gross proceeds of $175 million to $200 million. We expect to use the net proceeds from the sale of the Exit Hotels to repay outstanding debt.

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Brand	Service Level	No. of Hotels	No. of Rooms or Suites		Occupancy(2) Year Ended December 31, 2025		ADR(3) Year Ended December 31, 2025			RevPAR(4) Year Ended December 31, 2025			Year Ended December 31, 2025(1)
Brand	Service Level	No. of Hotels	No. of Rooms or Suites		Occupancy(2) Year Ended December 31, 2025		ADR(3) Year Ended December 31, 2025			RevPAR(4) Year Ended December 31, 2025			Operating Revenues ($M)			EBITDA(5) ($M)			EBITDA Margin
Retained Hotels:
Sonesta Hotels & Resorts®	Full Service	18		6,040		62.9%		$	171.97		$	108.11		$	319.0		$	34.0		10.7%
Royal Sonesta Hotels®	Full Service	14		4,821		64.1%		$	242.18		$	155.22		$	422.6		$	56.3		13.3%
Radisson® Hotels & Resorts	Full Service	5		1,149		61.4%		$	150.94		$	92.60		$	45.5		$	3.0		6.6%
Country Inn & Suites® by Radisson	Full Service	2		346		68.3%		$	139.96		$	95.54		$	12.7		$	0.8		6.3%
Crowne Plaza®	Full Service	1		495		66.6%		$	141.18		$	94.03		$	30.7		$	5.7		18.6%
Full Service Total / Average		40		12,851		63.5%		$	194.56		$	123.51		$	830.5		$	99.9		12.0%
Hyatt Place®	Select Service	17		2,107		68.2%		$	120.63		$	82.23		$	68.1		$	9.4		13.8%
Sonesta Simply Suites®	Extended Stay	7		1,144		72.6%		$	124.41		$	90.37		$	38.5		$	12.9		33.5%
Sonesta ES Suites®	Extended Stay	7		958		74.7%		$	149.65		$	111.77		$	41.3		$	10.8		26.1%
Sonesta Select®	Select Service	6		873		65.2%		$	134.65		$	87.74		$	29.9		$	6.0		20.2%
Focused Service Total / Average		37		5,082		69.9%		$	129.61		$	90.58		$	177.8		$	39.1		22.0%
Retained Hotels Total / Average		77		17,933		65.3%		$	174.86		$	114.17		$	1,008.3		$	139.0		13.8%
Exit Hotels:
Sold Since 4Q25		1		133		66.7%		$	108.34		$	72.27		$	3.6		($	0.6)		(16.7)%
Marketing of Full Service		7		2,010		49.8%		$	122.42		$	60.97		$	63.3		($	13.2)		(20.9)%
Re-marketing Focused Service		9		1,167		70.1%		$	108.23		$	75.91		$	32.9		$	3.5		10.6%
Planned Exit Hotels Total / Average		17		3,310		57.7%		$	115.68		$	66.69		$	99.8		($	10.3)		(10.4)%
All Hotels Total / Average		94		21,243		64.1%		$	166.56		$	106.77		$	1,108.1		$	128.6		11.6%

(1)

Results of all hotels owned as of December 31, 2025. Excludes $305.3 million of operating revenue and $25.4 million of earnings before interest expense, income tax expense (benefit) and depreciation and amortization, or EBITDA, related to hotels sold by us during the year ended December 31, 2025.

(2)

Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels, and represents occupied properties as of the end of the period shown for net lease properties. Occupancy is an important measure of the utilization rate and demand of our properties.

(3)

Average Daily Rate, or ADR, represents rooms revenue divided by the total number of room nights sold in a given period. ADR provides useful insight on pricing at our hotels and is a measure widely used in the hotel industry.

(4)

Revenue per Available Room, or RevPAR, represents rooms revenue divided by the total number of room nights available to guests for a given period. RevPAR is an industry metric correlated to occupancy and ADR and helps measure revenue performance over comparable periods.

(5)

This is a non-GAAP financial measure. See “Non-GAAP Financial Measures” on page S-6 for non-GAAP reconciliations.

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Our Retained Hotel portfolio will be primarily focused on full-service hotels in urban markets targeting leisure-oriented travel. The following shows the composition of our Retained Hotel portfolio by service level, chain scale, location and customer mix, excluding the Exit Hotels:

(1)

Based on the percentage of historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any, and excludes capital improvements made from reserves established for the regular refurbishment of our hotels, or FF&E reserves, funded from hotel operations that do not result in increases in our incentive threshold or owner’s priority returns.

(2)

Based on number of keys. Chain Scale is characterized by STR Inc., a data benchmark and analytics provider for the lodging industry. Chain scale segments are grouped primarily according to average room rates.

(3)

Based on room revenue for the year ended December 31, 2025.

Our continued sale of a significant portion of our hotels has narrowed the focus of our hotel portfolio to full-service hotels located in markets with durable demand drivers, improved revenue mix and stronger long-term pricing power. In 2026, our hotel footprint is positioned to benefit from a strong event calendar, including the matches of the World Cup, where 40% of our hotels are located in host markets, America’s 250th anniversary and other events. Additionally, in 2024 and 2025, we completed renovations at over 30 hotels in our Retained Hotel portfolio, and in 2026, we are targeting to complete renovations at another seven hotels.

We expect CapEx spending as a percentage of revenues to continue to trend down as the volume of project deployment declines. We expect our CapEx to be between $120 million and $140 million in 2026 compared to $234 million in 2025, $297 million in 2024, $232 million in 2023, $110 million in 2022, $102 million in 2021, $136 million in 2020 and $243 million in 2019.

Deleveraging Strategy

During the year ended December 31, 2025, we redeemed all $800 million in aggregate principal amount of our 2026 debt maturities and $300 million in aggregate principal amount of our unsecured notes due February 2027 using gross proceeds from the issuance and sale of $580 million in aggregate principal amount of our zero coupon senior secured notes and net proceeds from asset sales and cash on hand.

In March 2026, we completed a $745 million in aggregate principal amount of net lease mortgage notes offering at a 5.96% weighted average interest rate, or the ABS Issuance. The proceeds were used to redeem all $700 million in aggregate principal amount of 8.375% senior guaranteed unsecured notes due 2029, or the $700 Million Senior Notes Redemption, resulting in annual cash interest savings of $14 million, or $0.08 per share.

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We believe that the net proceeds from this offering, together with that of the sale of the Exit Hotels, will accelerate our deleveraging strategy, remove perceived refinancing risk of our debt maturities, and improve our debt covenant ratios. In addition, the sale of the Exit Hotels is expected to improve leverage through approximately $175 million to $200 million of proceeds to be used to repay debt and the removal of operating losses being incurred from the Exit Hotels of approximately $10 million as of the year ended December 2025. The following table illustrates our leverage and covenant ratios as of December 31, 2025, after giving effect to: (i) the redemption of $300.0 million aggregate principal amount of our 4.95% senior unsecured notes due 2027, or the 4.95% notes, and the redemption of such 4.95% notes, or, collectively, the Notes Redemption; (ii) the ABS Issuance for aggregate net proceeds of approximately $724.0 million and the $700 Million Senior Notes Redemption and, together with the ABS Issuance, the ABS Notes Financing; and (iii) the receipt and application of estimated gross proceeds from this offering and the sale of the Exit Hotels:

12/31/25
As Adjusted(1)

Equity
Offering
$500 Million
Repayment(2)

Sale of Exit
Hotels (~$188 Million
Proceeds)(3)

As Adjusted

Net Debt to EBITDA(4)

9.4x

(0.9x)

0.1x

8.6x

Debt Covenants:

Total Debt / Adjusted Total Assets(4)(5)
(allowable maximum 60.0%)

58.7%

(5.4)%

1.4%

54.7%

Secured Debt / Adjusted Total Assets(4)(5)
(allowable maximum 40%)

33.2%

0.2%

2.3%

35.7%

Consolidated Income Available for Debt Service / Debt Service(6)
(required minimum 1.50x)

1.59x

0.16x

0.08x

1.83x

Total Unencumbered Assets / Unsecured Debt(4)(5)
(required minimum 150%)

218.7%

60.1%

(3.1)%

275.7%

Total Unencumbered Assets in Guarantor Subsidiaries / Senior Guaranteed Unsecured Debt(4)
(required minimum 2.2x)

4.92x

3.52x

(0.30x)

8.14x

(1)

As adjusted for the Notes Redemption and the ABS Notes Financing.

(2)

Assumes redemption of $100 million of the 4.95% notes and $400 million of the 5.50% senior guaranteed unsecured notes due 2027, or the 5.50% notes.

(3)

Assumes the mid-point of the estimated gross sales proceeds of $175 million to $200 million from the sale of the Exit Hotels and the redemption of the remaining $50 million of the 5.50% notes and $138 million of the 3.95% senior unsecured notes due 2028, or the 3.95% notes. No assurance can be given that we will be successful in selling these hotels for the estimated gross proceeds or at all.

(4)

Debt amounts reflect the principal balance. Net debt means total debt less unrestricted cash and cash equivalents.

(5)

Adjusted total assets and total unencumbered assets include the original cost of real estate assets calculated in accordance with GAAP before impairment write-downs, if any, and exclude depreciation and amortization, accounts receivable and intangible assets.

(6)

Consolidated income available for debt service, as defined in our debt agreements, is earnings from operations excluding interest expense, depreciation and amortization, loss on asset impairment, unrealized appreciation on assets of properties held for sale, gains and losses on early extinguishment of debt, gains and losses on sales of property and amortization of deferred charges.

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Non-GAAP Financial Measures

We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including EBITDA, Hotel EBITDA, Adjusted Hotel EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of Hotel EBITDA and Adjusted Hotel EBITDA, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties. For a reconciliation of these measures to the most comparable GAAP measure, please refer to the tables below.

We calculate EBITDA, EBITDAre, and Adjusted EBITDAre as shown below. EBITDAre is calculated on the basis defined by Nareit, which is EBITDA, excluding gains and losses on the sale of real estate, loss on impairment of real estate assets, if any, and adjustments to reflect our share of EBITDAre attributable to an investee. In calculating Adjusted EBITDAre, we adjust for the items shown below. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than we do.

We calculate Hotel EBITDA as hotel operating revenues less hotel operating expenses of all managed hotels, prior to any adjustments required for presentation in our consolidated statements of income (loss) in accordance with GAAP. Adjusted Hotel EBITDA excludes certain items we believe do not reflect the ongoing operating performance of our hotels. We believe that Hotel EBITDA and Adjusted Hotel EBITDA provide useful information to management and investors as a key measure of the profitability of our hotel operations.

For purposes of the calculations of non-GAAP measures below, general and administrative expense paid in common shares represents the equity compensation for our Trustees, officers and certain other officers and employees of RMR.

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Calculation of EBITDA, EBITDAre and Adjusted EBITDAre
(dollars in thousands)

							Transaction Accounting Adjustments
	Actual 12/31/2019			Actual 12/31/2025			2026 Financing Transactions(1)			Equity Offering(2)			Asset Sales(3)			As Adjusted 12/31/2025
Net income (loss)		$	259,750		$	(202,321)		$	29,075		$	26,950		$	21,434		$	(124,862)
Add (Less): Interest expense			225,126			413,614			(29,075)			(26,950)			(8,201)			349,388
Income tax expense (benefit)			2,793			(10,717)			—			—			—			(10,717)
Depreciation and amortization			428,448			314,963			—			—			(28,277)			286,686
EBITDA			916,117			515,539			—			—			(15,044)			500,495
Add (Less): Loss on asset impairment(4)			39,296			81,889			—			—			—			81,889
Gain on sale of real estate, net(5)			(159,535)			(84,218)			—			—			—			(84,218)
Adjustments to reflect SVC’s share of EBITDAre attributable to an investee			—			12,171			—			—			—			12,171
EBITDAre			795,878			525,381			—			—			(15,044)			510,337
Add (Less): Loss on early extinguishment of debt(6)			8,451			2,897			—			—			—			2,897
Unrealized losses on equity securities			40,461			—			—			—			—			—
Loss contingency			1,997			—			—			—			—			—
Adjustments to reflect SVC’s share of Adjusted EBITDAre attributable to an investee			—			3,570			—			—			—			3,570
Transaction related costs(7)			1,795			14,698			—			—			(13,709)			989
General and administrative expense paid in common shares			2,849			3,712			—			—			—			3,712
Adjusted EBITDAre		$	851,431		$	550,258		$	—		$	—		$	(28,753)		$	521,505
Net Debt		$	6,099,367		$	5,157,996		$	—		$	(471,500)		$	(182,360)		$	4,504,136
Net Debt / LTM Adjusted EBITDAre(8)			7.2x			9.4x												8.6x
Adjusted Hotel EBITDAre		$	603,970		$	169,380		$	—		$	—		$	(28,753)		$	140,627
Adjusted Net Lease EBITDAre			292,894			379,838			—			—			—			379,838
Less: Corporate Expenses			(45,433)			1,040			—			—			—			1,040
Adjusted EBITDAre		$	851,431		$	550,258		$	—		$	—		$	(28,753)		$	521,505

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Calculation and Reconciliation of Hotel EBITDA and Adjusted Hotel EBITDA — All Hotels(1)
(dollars in thousands)

	Actual 12/31/2025			Transaction Accounting Adjustments Asset Sales(3)			As Adjusted 12/31/2025
Number of hotels			94			(17)			77
Room revenues		$	1,122,292		$	(375,134)		$	747,158
Food and beverage revenues			203,130			(16,418)			186,712
Other revenues			87,981			(13,519)			74,462
Hotel operating revenues			1,413,403			(405,071)			1,008,332
Rooms expenses			387,243			(133,456)			253,787
Food and beverage expenses			168,188			(14,953)			153,235
Other direct and indirect expenses			523,676			(181,995)			341,681
Management fees			52,199			(18,772)			33,427
Real estate taxes, insurance and other			121,349			(40,851)			80,498
FF&E Reserves			6,725			—			6,725
Hotel operating expenses			1,259,380			(390,027)			869,353
Hotel EBITDA			154,023			(15,044)			138,979
Transaction related costs(7)			15,357			(13,709)			1,648
Adjusted Hotel EBITDA		$	169,380		$	(28,753)		$	140,627
Adjusted Hotel EBITDA Margin(9)			12.0%						13.9%
Hotel operating expenses (GAAP)		$	1,226,542		$	(376,318)		$	850,224
Add (Less):
Transaction related costs(7)			15,357			(13,709)			1,648
Adjustments for guaranty fundings and (replenishments), net(10)			8,272			—			8,272
FF&E Reserves from managed hotel operations			6,725			—			6,725
Other(11)			2,484			—			2,484
Hotel operating expenses		$	1,259,380		$	(390,027)		$	869,353

(1)

Results of all hotels as owned during the period presented, including the results of hotels sold by us for the period owned by us.

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Notes to As Adjusted Calculations of EBITDA, EBITDAre, Adjusted EBITDAre, Hotel EBITDA and Adjusted Hotel EBITDA
(dollars in thousands)

(1)

The adjustments represent the repayment of the Notes Redemption and the ABS Notes Financing for the year ended December 31, 2025. These amounts exclude transactions costs.

(2)

The adjustments reflect that the $500,000 raised in this offering is used to repay $100,000 in aggregate principal amount of the 4.95% notes and $400,000 in aggregate principal amount of the 5.50% notes, for the year ended December 31, 2025. These amounts exclude transaction costs.

(3)

The adjustments represent the historical revenues and expenses of 129 hotels owned by us, that were sold in 2025 and 2026, or are expected to sell in 2026, for the year ended December 31, 2025. The adjustments also represent the use of proceeds from the sale of 16 hotels currently being marketed to repay $188,000 of debt, including the remaining $50,000 of the 5.50% notes and $138,000 of 3.95% notes, for the year ended December 31, 2025. These amounts exclude transaction costs.

(4)

We recorded a loss on asset impairment for the year ended December 31, 2025 of $81,889 to reduce the carrying value of 28 hotels and four net lease properties to their estimated fair value less costs to sell.

(5)

We recorded a net gain on sale of real estate for the year ended December 31, 2025 of $84,218 in connection with the sales of 112 hotels and eleven net lease properties.

(6)

We recorded a net loss on early extinguishment of debt during the year ended December 31, 2025 of $2,897 in connection with a make-whole premium and the write off of unamortized deferred financing costs and discounts relating to the redemptions of $450,000 of 4.75% senior unsecured notes and $350,000 of 5.25% senior unsecured notes both due in 2026.

(7)

Transaction related costs for the year ended December 31, 2025 of $14,698 primarily consist of costs related to the sale and renovation of certain hotels, partially offset by the recovery of a working capital reserve related to our former agreement with Marriott International, Inc. previously deemed uncollectable and expensed in 2021.

(8)

LTM means last twelve months.

(9)

Adjusted Hotel EBITDA Margin means Adjusted Hotel EBITDA as a percentage of hotel operating revenues.

(10)

When managers of our hotels are required to fund the shortfalls of owner’s priority return under the terms of the management agreements or their guarantees, we reflect such fundings in our consolidated statements of income (loss) as a reduction of hotel operating expenses. When these shortfalls are replenished by cash flows from the applicable hotel operations in excess of the owner’s priority return due, we reflect such replenishment in our consolidated statements of income (loss) as an increase to hotel operating expenses. The net decrease to hotel operating expenses was $8,272 for the year ended December 31, 2025.

(11)

We are amortizing a liability we recorded for the fair value of our initial investment in Sonesta as a reduction to hotel operating expenses in our consolidated statements of income (loss). We reduced hotel operating expenses by $2,484 for the year ended December 31, 2025.

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Distributions

Our current cash distribution rate to common shareholders is $0.01 per share per quarter, or $0.04 per share per year. Our distribution rate is set and reset from time to time by our Board. The timing, amount and form of distributions are determined by our Board in its sole discretion and will depend upon various factors that our Board deems relevant, including, but not limited to, our funds from operations, or FFO, and our normalized funds from operations, or Normalized FFO, requirements to maintain our qualification for taxation as a REIT, limitations in our debt agreements, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and our dividend yield compared to the dividend yields of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Accordingly, future distributions to our shareholders may be increased or decreased and we cannot be sure as to the rate at which future distributions, if any, will be paid.

Our Board declared a quarterly distribution in the amount of $0.01 per share, which was paid on February 19, 2026 to our shareholders of record on January 26, 2026. Subject to declaration by our Board, we expect our next quarterly distribution to be declared in April 2026 and paid in May 2026. Purchasers of common shares in this offering who continue to hold the common shares on the record date relating to any such distribution will be entitled to receive such distribution in May 2026; provided that the purchase price of additional common shares purchased in this offering pursuant to the underwriters’ option to purchase an additional 62,500,000 common shares will be reduced by an amount per share equal to any distributions declared by us and payable on the initial common shares issued in this offering but not payable on such additional common shares.

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The Offering

The following is a summary of certain terms of our common shares. For a more complete description of the terms of our common shares, see “Description of Shares of Beneficial Interest” in the accompanying prospectus.

Shares being offered by us

416,666,667 common shares

Option to purchase additional shares

If the underwriters exercise their option to purchase additional common shares in full, we will issue an additional 62,500,000 common shares.

Shares outstanding after the offering

584,721,237 common shares(1)

Nasdaq symbol

SVC

Use of proceeds

Conflicts of Interest

As described in “Use of Proceeds,” we expect to use the net proceeds from this offering to redeem all or a portion of our outstanding senior unsecured notes due 2027. Affiliates of some of the underwriters may own some of our outstanding senior unsecured notes due 2027 and will receive pro rata portions of the net proceeds from this offering used to redeem such notes. See “Underwriting (Conflicts of Interest) — Conflicts of Interest.”

Risk Factors

Investing in our common shares involves risks that are described in the “Risk Factors” section beginning on page S-12 of this prospectus supplement, as well as in the “Risk Factors” section of our Annual Report and under similar headings in any other reports that we file after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus. See “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” in this prospectus supplement.

(1)

The number of our common shares outstanding after this offering is based on 168,054,570 common shares outstanding on March 31, 2026 and assumes no exercise of the underwriters’ option to purchase additional common shares.

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RISK FACTORS

Our business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report and under similar heading in any other reports that we file after the date hereof and incorporate by reference into this prospectus supplement and the accompanying prospectus. The risks described in our Annual Report, any subsequent Quarterly Reports and below may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. If any of the events or circumstances described in the risk factors contained in our Annual Report, any subsequent Quarterly Reports or described below occurs, our business, financial condition, liquidity or results of operations and prospects could be adversely impacted and the value of an investment in our securities could decline. Prospective investors should consider the risks described in our Annual Report, any subsequent Quarterly Reports and below, and the information contained under the caption “Warning Concerning Forward-Looking Statements” in this prospectus supplement and in our Annual Report and any subsequent Quarterly Reports before deciding whether to invest in our common shares.

Risks Relating to this Offering and our Common Shares

The market price of our common shares could be negatively affected by the sale of the significant number of shares in this offering and the price of our common shares may be volatile.

We are selling up to 479,166,667 common shares in this offering, including common shares that may be sold pursuant to the underwriters’ option to purchase additional common shares. As of March 31, 2026, we had 168,054,570 common shares issued and outstanding. The sale of the significant number of our common shares could result in a decrease of, and additional volatility in, the market price of our common shares. We cannot predict what effect this offering may have on the price of our common shares or the volume of the transactions involving our common shares in the market. Sales of a substantial amount of our common shares, including by RMR, or the perception that such sales could occur, could adversely affect the liquidity of the market for our common shares or their price. Large price changes or low volume may preclude you from buying or selling our common shares at all, or at any particular price or during a timeframe that satisfies your investment objectives.

Helix, RMR and another institutional investor have agreed to purchase common shares and therefore, following the completion of this offering, will own a significant percentage of our issued and outstanding common shares. As a result, investors in our common shares may have less influence over our business than shareholders of other publicly traded companies and trading in our shares may be difficult.

Helix, RMR and another institutional investor have agreed to purchase from the underwriters 55,700,000, 41,666,666 and 54,166,666, respectively, common shares. RMR has entered into a lock-up agreement in connection with this offering with the underwriters, under which it has agreed not to sell, transfer or otherwise dispose of any of its common shares for 90 days following the date of this prospectus supplement, subject to certain exceptions. This lock-up agreement may further limit the liquidity of our common shares during the lock-up period. Neither Helix nor such other institutional investor is subject to a lock-up agreement.

Our declaration of trust and bylaws prohibit any shareholder, other than RMR and its affiliates (as defined under Maryland law) and certain persons who have been exempted by our Board, from owning, directly and by attribution, more than 9.8% of the number or value of shares (whichever is more restrictive) of any class or series of our outstanding shares of beneficial interest, including our common shares. These restrictions in our declaration of trust and bylaws are intended to, among other purposes, assist with our REIT compliance under the Code. Further, our bylaws contain provisions that generally prohibit shareholders from owning 5% or more of our outstanding shares, including our common shares. This ownership limitation in our bylaws is intended to help us preserve our ability to use our net operating losses

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and other tax benefits to reduce our future taxable income. Notwithstanding the foregoing, our Board has agreed to exempt Helix, RMR and such other institutional investor from the 5% ownership limitation contained in our bylaws, but subject to each such party other than RMR not exceeding our 9.8% ownership limit.

As of the date of this prospectus, Helix, RMR and such other institutional investor do not beneficially own any of our outstanding common shares. Helix is expected to beneficially own 55,700,000, or approximately 9.53%, of our common shares following the completion of this offering. RMR is expected to beneficially own 41,666,666, or approximately 7.13%, of our common shares following the completion of this offering. Such other institutional investor is expected to beneficially own 54,166,666, or approximately 9.26%, of our common shares following the completion of this offering. Helix, RMR and such other institutional investor may therefore beneficially own a significant percentage of our common shares following the completion of this offering. For so long as Helix, RMR and/or such other institutional investor retain a significant ownership stake in us, they will have a significant influence in the election of the members of our Board, including our Independent Trustees, and the outcome of shareholder actions, among other things. In addition, the significant ownership of our common shares by Helix, RMR and/or such other institutional investor may discourage transactions involving a change of control of us, including transactions in which our shareholders might otherwise receive a premium for their common shares over the then current market price.

Risks Relating to Unaudited As Adjusted Financial Information

The unaudited as adjusted consolidated financial information, including non-GAAP financial measures, included herein are presented for illustrative purposes only and are not necessarily indicative of what our financial position or results of operations would have been if the adjustments had actually been completed on the dates indicated and are not intended to project such information for any future date or for any future period.

The unaudited as adjusted financial information, including non-GAAP financial measures, included herein are based on numerous assumptions, and the adjustments described therein are based on available information that our management considers reasonable. The unaudited as adjusted financial information, including non-GAAP financial measures, are provided for informational purposes only and are not necessarily indicative of our expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, capital structure, property level operating expenses and revenues, including rents received from our hotels or rents expected to be received pursuant to our existing leases or leases we may enter into, changes in interest rates, dispositions of our real estate assets, redemption of our outstanding notes and other reasons. Actual future results are likely to be different from amounts presented in the unaudited as adjusted financial information, including non-GAAP financial measures, and such differences may be significant. For further information on the non-GAAP financial measures, please see “Summary — Non-GAAP Financial Measures”.

Risk Relating to Taxation

If we experience an ownership change under Section 382 of the Code as a result of or following this offering, the resulting limitations on tax losses and tax depreciation will strain our ability to meet applicable REIT distribution requirements and adversely impact our cash flows and financial position.

We expect that the size and composition of our common share issuance in this offering will bring us close to, but not exceed, the threshold for an “ownership change” as defined under Section 382 of the Code. If an ownership change were to occur as a result of, or following the completion of, this offering — such as through secondary market trading of our shares following this offering — then we would be (1) severely limited in our ability to use net operating losses incurred prior to the ownership change, (2) required to reduce severely our tax depreciation deductions for the five-year period following the ownership change and (3) generally unable to use recognized asset sale losses as offsets to taxable gains during the five-year period following the ownership change, particularly with respect to the taxable gains from anticipated asset dispositions following this offering. In turn, these limitations could result in significantly higher taxable income than projected, potentially impairing our ability to satisfy REIT distribution requirements and adversely impacting our cash flows and financial position. Although we intend to enforce the ownership limitations and transfer restrictions contained in our bylaws to mitigate the risk of an ownership change, such measures may not be successful.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $471.5 million after payment of the underwriting discount and other estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional common shares in full, we estimate that the net proceeds will be $542.4 million, after payment of the underwriting discount and other estimated offering expenses payable by us. We expect to use the net proceeds from this offering, together with cash on hand, to redeem (1) the $100 million principal amount outstanding of the 4.95% notes and (2) $370 million of the $450 million principal amount outstanding of the 5.50% notes assuming the underwriters do not exercise their option to purchase additional common shares. We expect to redeem these notes within 30 days of the closing of this offering, at a redemption price equal to, with respect to the 4.95% notes, 100% of the principal amount thereof, and, with respect to the 5.50% notes, $370 million of the $450 million principal amount thereof, plus, in each case, accrued and unpaid interest and a make-whole amount, if any, to, but excluding, the redemption date. 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% notes to the extent of the additional net proceeds received.

Affiliates of some of the underwriters may own some of the 4.95% notes and/or the 5.50% notes and will receive pro rata portions of the net proceeds from this offering used to redeem such notes. See “Underwriting (Conflicts of Interest) — Conflicts of Interest.”

Depending on market conditions at the time of pricing of this offering and other considerations, we may sell fewer or more common shares than the number set forth on the cover page of this prospectus supplement.

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CAPITALIZATION

The following table presents our cash and cash equivalents and capitalization as of December 31, 2025:

•

on a historical basis;

•

on a pro forma basis to give effect to (i) the Notes Redemption; (ii) the ABS Notes Financing; and (iii) our sale of one Exit Hotel with a total of 133 keys for a sales price of $7.1 million, excluding closing costs; and

•

on a pro forma as adjusted basis to give further effect to the issuance and sale of 416,666,667 common shares by us in this offering (assuming no exercise of the underwriters’ option to purchase additional common shares) at the public offering price of $1.20 per share and after deducting the underwriting discount and other estimated offering expenses payable by us, and the application of the net proceeds from this offering, together with cash on hand, to redeem (1) $100 million aggregate principal amount outstanding of our 4.95% notes, and (2) $370 million of the $450 million aggregate principal amount outstanding of our 5.50% notes.

This table contains audited information and should be read in conjunction with the information under the caption “Use of Proceeds” and the audited consolidated balance sheet as of December 31, 2025 and the notes thereto, which are incorporated by reference in this prospectus supplement to our Annual Report.

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	December 31, 2025
	Historical			Pro Forma			Pro Forma As Adjusted
	(audited)			(unaudited)			(unaudited)
	(dollars in thousands)
Cash and cash equivalents(1)		$	346,813		$	39,003		$	40,503
Debt(2):
Secured Floating Rate Debt:
$650,000 Revolving Credit Facility		$	—		$	—		$	—
$45,000 Variable Funding Note			45,000			45,000			45,000
Total Secured Floating Rate Debt			45,000			45,000			45,000
Secured Fixed Rate Debt:
5.600% Net Lease Mortgage Notes due 2028			604,654			604,654			604,654
Senior Secured Notes due 2027			580,155			580,155			580,155
8.625% Senior Secured Notes due 2031			1,000,000			1,000,000			1,000,000
5.96% Net Lease Mortgage Notes due 2031			—			745,000			745,000
Total Secured Fixed Rate Debt			2,184,809			2,929,809			2,929,809
Subsidiary Guaranteed Unsecured Notes:
5.500% Senior Guaranteed Unsecured Notes due 2027			450,000			450,000			80,000
8.375% Senior Guaranteed Unsecured Notes due 2029			700,000			—			—
8.875% Senior Guaranteed Unsecured Notes due 2032			500,000			500,000			500,000
Non-Subsidiary Guaranteed Senior Unsecured Notes:
4.950% Senior Unsecured Notes due 2027			400,000			100,000			—
3.950% Senior Unsecured Notes due 2028			400,000			400,000			400,000
4.950% Senior Unsecured Notes due 2029			425,000			425,000			425,000
4.375% Senior Unsecured Notes due 2030			400,000			400,000			400,000
Total Senior Unsecured Notes			3,275,000			2,275,000			1,805,000
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value, 200,000,000 shares authorized, 168,070,129 shares issued and outstanding (historical); 168,070,129 shares issued and outstanding (pro forma); 584,721,237 shares issued and outstanding (pro forma as adjusted)(3)			1,681			1,681			5,847
Additional paid in capital			4,563,371			4,563,371			5,030,705
Cumulative other comprehensive income			2,068			2,068			2,068
Cumulative net income			1,992,653			1,940,737			1,938,767
Cumulative common distributions			(5,913,649)			(5,913,649)			(5,913,649)
Total shareholders’ equity			646,124			594,208			1,063,738
Total capitalization		$	6,150,933		$	5,844,017		$	5,843,547

(1)

Cash and cash equivalents excludes restricted cash, which was $25,275 as of December 31, 2025.

(2)

Before unamortized discounts, premiums and debt issuance costs.

(3)

On March 30, 2026, we amended our amended and restated declaration of trust, as amended and supplemented from time to time, to increase our authorized common shares to 900,000,000 shares.

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The number of common shares to be outstanding after this offering is based on 168,070,129 common shares outstanding at December 31, 2025 and excludes the 1,661,921 common shares reserved for issuance pursuant to our Second Amended and Restated 2012 Equity Compensation Plan.

Unless otherwise indicated, all information in this prospectus supplement assumes no exercise by the underwriters of their option to purchase additional common shares. The actual number of common shares issued and sold in this offering will depend on the final public offering price.

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MATERIAL UNITED STATES FEDERAL INCOME TAX AND ERISA CONSIDERATIONS

The following supplements and updates the summary of U.S. federal income tax considerations and Employee Retirement Income Security Act of 1974, as amended, or ERISA, considerations relating to the acquisition, ownership, and disposition of our shares in our Annual Report, which summary is incorporated in this prospectus supplement by reference. Sullivan & Worcester LLP, Boston, Massachusetts, has rendered a legal opinion that the discussions in this section and in the sections of our Annual Report captioned “Material United States Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts” in all material respects are the material U.S. federal income tax considerations and the material ERISA considerations relevant to owners of our common shares, and the opinions of counsel referred to in those sections represent Sullivan & Worcester LLP’s opinions on those subjects. Specifically, subject to qualifications and assumptions contained in its opinion and in our Annual Report, Sullivan & Worcester LLP has given opinions to the effect (1) that we have been organized and have qualified for taxation as a REIT under the Code for our 1995 through 2025 taxable years, and that our current investments and plan of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT under the Code, it being understood that our actual qualification and taxation as a REIT, however, will depend on our continued ability to meet, and our meeting, through actual annual operating results and distributions, the various qualification tests under the Code, and (2) that under the “plan assets” regulations promulgated by the U.S. Department of Labor under ERISA, our shares are “publicly offered securities” and our assets will not be deemed to be “plan assets” in respect of any benefit plan investor who acquires our common shares in this offering.

Subject to the detailed discussion contained in our Annual Report and to the discussion below, we believe that we have qualified, and we intend to remain qualified, for taxation as a REIT under the Code. As a REIT, we generally will not be subject to federal income tax on our net income distributed as dividends to our shareholders. Our distributions to you generally are includable in your income as dividends to the extent these distributions do not exceed allocable current or accumulated earnings and profits; distributions in excess of allocable current or accumulated earnings and profits generally are treated for tax purposes as a return of capital to the extent of your basis in our common shares, and reduce your basis, or, to the extent in excess of your basis with respect to a given lot of common shares, are treated for tax purposes as gain from the sale of our shares. Subject to the detailed discussion contained in our Annual Report, we intend to conduct our affairs so that our assets are not deemed to be “plan assets” of any individual retirement account, tax-favored account (such as an Archer MSA, Coverdell education savings account or health savings account), employee benefit plan subject to Title I of ERISA or other plan subject to Section 4975 of the Code that acquires our common shares in this offering.

In addition to the above, we expect that the size and composition of our common share issuance in this offering will bring us close to, but not exceed, the threshold for an “ownership change” under Section 382 of the Code. If an ownership change were to occur as a result of, or following the completion of, this offering, for example through secondary trading of our shares in the public markets, then under the Code that would (1) severely limit our ability to use otherwise available net operating losses from prior to the ownership change, (2) severely limit our tax depreciation deductions for the five-year period following the ownership change, and (3) almost entirely eliminate our ability to utilize recognized losses from the sale of assets for the five-year period following the ownership change (including using asset sale losses as an offset to the recognized tax gains that we anticipate from our planned disposition of certain assets within a relatively short period of time following completion of this offering). These three Code loss and depreciation limitations would mean that, following the ownership change, our taxable income would be much higher than it would otherwise be, which in turn would mean increased difficulty for us to meet the applicable REIT distribution requirements discussed in detail in our Annual Report. In order to minimize the possibility of an “ownership change” as a result of and following completion of this offering, we expect to enforce the ownership limitations and transfer restrictions in Articles VIII and IX of our bylaws; however, such enforcement may not be successful in precluding a Section 382 ownership change.

We encourage you to consult your tax advisor regarding the specific federal, state, local, foreign and other tax and ERISA consequences to you of the acquisition, ownership and disposition of our common shares.

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An investor in our common shares pursuant to this offering that is also a holder of the 4.95% notes or the 5.50% notes, or a combination of them, to be redeemed should consult their tax advisor regarding U.S. federal tax considerations not discussed in the accompanying prospectus under “Material United States Federal Income Tax Considerations.”

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UNDERWRITING (CONFLICTS OF INTEREST)

We are offering the common shares through the underwriters named below. Yorkville Securities, LLC is acting as a book-running manager of this offering and as the representative of the underwriters. Subject to the terms and conditions contained in the underwriting agreement dated as of the date of this prospectus supplement between us and the underwriters, have agreed to sell to the underwriters, and the underwriters have, severally and not jointly, agreed to purchase from us, the number of common shares listed opposite their names below:

Underwriter	Number of Common Shares
Yorkville Securities, LLC		316,250,000
JonesTrading Institutional Services LLC		52,083,334
B. Riley Securities, Inc.		29,791,667
Oppenheimer & Co. Inc.		7,083,333
Ladenburg Thalmann & Co. Inc.		6,250,000
Murial Siebert & Co., LLC		5,208,333
Total		416,666,667

The underwriters have agreed to purchase all of the common shares sold pursuant to the underwriting agreement, other than those the underwriters may purchase pursuant to the option described below, if any of the common shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

Although each underwriter is severally obligated to purchase the number of common shares set forth opposite its name in the table above, certain underwriters have entered into arrangements among themselves pursuant to which a portion of the underwriting compensation attributable to common shares in one underwriter’s allocation will be paid to another underwriter participating in this offering. These arrangements are solely among the relevant underwriters, do not affect the total underwriting discount paid by us to the underwriters, do not modify the legal obligations of any underwriter to us under the underwriting agreement, and do not affect the number of common shares that each underwriter is severally obligated to purchase. As a result, the underwriting compensation ultimately received by certain underwriters may differ from the compensation that would otherwise be implied by the number of shares set forth opposite such underwriter’s name in the table above.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the common shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions, Discounts and Expenses

The representatives of the underwriters have advised us that the underwriters propose initially to offer the common shares to the public at the public offering price listed on the cover page of this prospectus supplement and to dealers at that price less a concession not in excess of $0.0396 per share. After the public offering, the public offering price, concession and discounts may be changed.

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional common shares.

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	Per Common Share			Without Option			With Option
Public offering price		$	1.20		$	500,000,000.40		$	575,000,000.40
Underwriting discount (5.50%)		$	0.066		$	27,500,000.02		$	31,625,000.02
Proceeds, before expenses, to us		$	1.134		$	472,500,000.38		$	543,375,000.38

The expenses of this offering, not including the underwriting discount, are estimated to be approximately $1 million and are payable by us. In addition, we have agreed to reimburse the underwriters for certain legal expenses incurred in connection with this offering up to $500,000.

Option to Purchase Additional Common Shares

We have granted an option to the underwriters to purchase up to an additional 62,500,000 common shares at the public offering price less the underwriting discount and any distributions paid on such shares during such period to which they are entitled. The underwriters may exercise this option for 30 days from the date of this prospectus supplement. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

No Sales of Similar Securities

We, our executive officers and our Trustees, as well as RMR, have agreed, with exceptions, not to offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any of our common shares or any securities convertible into or exercisable or exchangeable for common shares, or warrants to purchase common shares, and not to take certain other actions relating to our common shares, for a period of 90 days after the date of this prospectus supplement without the prior written consent of Yorkville Securities, LLC.

The Nasdaq Stock Market LLC Listing

Our common shares are listed on Nasdaq under the symbol “SVC”.

Price Stabilization and Short Positions

Until the distribution of the common shares is completed, SEC rules may limit the underwriters and selling group members from bidding for and purchasing our common shares. However, the underwriters may engage in transactions that stabilize the price of the common shares, such as bids or purchases to peg, fix or maintain that price.

If the underwriters create a short position in the common shares in connection with the offering, i.e., if they sell more common shares than are listed on the cover of this prospectus supplement, the underwriters may reduce that short position by purchasing common shares in the open market. The underwriters may also elect to reduce any short position by exercising all or part of the option to purchase additional common shares described above. Purchases of the common shares to stabilize their price or to reduce a short position may cause the price of the common shares to be higher than it might be in the absence of such purchases.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described in the preceding paragraphs may have on the price of the common shares. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in those types of transactions or that those transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

This prospectus supplement and the accompanying prospectus in electronic format may be made available on the websites maintained by one or more underwriters. Other than the prospectus supplement and the accompanying prospectus in electronic format, the information on the underwriters’ websites is not part of this prospectus supplement. The representatives may agree to allocate a number of our common shares to underwriters for sale to their online brokerage account holders.

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Conflicts of Interest

Affiliates of some of the underwriters may own some of the 4.95% notes and/or the 5.50% notes and will receive pro rata portions of the net proceeds from this offering used to redeem such notes. In addition, YA II PN, Ltd., an affiliate of Yorkville Securities, LLC, has agreed to purchase 20,833,333 common shares from the underwriters.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If the underwriters or their affiliates have a lending relationship with us, certain of the underwriters or their affiliates routinely hedge and certain other of the underwriters or their affiliates may hedge their credit exposure to us consistent with their customary risk management policies. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area, each, a Relevant State, no common shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the common shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the common shares may be offered to the public in that Relevant State at any time:

(a)

to any qualified investor as defined under Article 2 of the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the common shares shall require Service Properties Trust or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or publish an Annex IX document pursuant to Article 1(4) of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares of our common shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any common shares to be offered so as to enable an investor to decide to purchase or subscribe for any common shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.

Notice to Prospective Investors in the United Kingdom

No common shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom except that the common shares may be offered to the public in the United Kingdom at any time:

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(a)

where (i) the offer is conditional on the admission of the common shares to trading on the London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(a) of Schedule 1 of the POATR) or (ii) the common shares being offered are at the time of the offer already admitted to trading on London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(b) of Schedule 1 of the POATR);

(b)

to any qualified investor as defined under paragraph 15 of Schedule 1 of the POATR;

(c)

to fewer than 150 persons (other than qualified investors as defined under paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the underwriters for any such offer; or

(d)

in any other circumstances falling within Part 1 of Schedule 1 of the POATR.

For the purposes of this provision, the expression an “offer to the public” in relation to the common shares in the United Kingdom means the communication to any person which presents sufficient information on: (a) the common shares to be offered; and (b) the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the common shares and the expression “POATR” means the Public Offers and Admissions to Trading Regulations 2024.

None of Service Properties Trust and the underwriters has authorized, nor do any of them authorize, the admission to trading of any common shares in circumstances in which an obligation arises for Service Properties Trust or any underwriter to publish or supplement a prospectus in the United Kingdom for such offer.

The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or materials relating to the issue of the common shares offered hereby is not being made, and this prospectus supplement, the accompanying prospectus, any related free writing prospectus and such other documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended, or the FSMA. Accordingly, this prospectus supplement, the accompanying prospectus, any related free writing prospectus and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This prospectus supplement, the accompanying prospectus, any related free writing prospectus and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Financial Promotion Order), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are any other persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This prospectus supplement, the accompanying prospectus, any related free writing prospectus and any such other documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any such other documents and/or materials relate will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus, any related free writing prospectus or any other documents and/or materials relating to the issue of the common shares offered hereby or any of their contents.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the common shares may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the FSMA does not apply to Service Properties Trust.

All applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to the common shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Canada

The common shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or

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subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong, or the SFO, and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, or the C(WUMP)O, or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, in each case whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Notice to Prospective Investors in Singapore

This prospectus supplement has not been and will not be registered as a prospectus under the Securities and Futures Act 2001, or the SFA, by the Monetary Authority of Singapore, and the offer of the common shares in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common shares may not be circulated or distributed, nor may the common shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA), or an Institutional Investor, pursuant to Section 274 of the SFA, (ii) to an accredited investor (as defined in Section 4A of the SFA), or an Accredited Investor, or other relevant person (as defined in Section 275(2) of the SFA), or a Relevant Person, and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA.

It is a condition of the offer that where the common shares are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:

(a)

a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or

(b)

a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor,

SEC Form 424B5 filed by Service Properties Trust