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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a Party other than the Registrant

		Check the appropriate box:
		☐				Preliminary Proxy Statement
		☐				CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
		☑				Definitive Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material under §.240.14a-12

Service Properties Trust

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Notice of 2025 Annual Meeting
of Shareholders and Proxy Statement

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Friday, June 13, 2025 at 9:30 a.m., Eastern Time

Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/SVC2025

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LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES

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Dear Fellow Shareholders:

Please join us for our 2025 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Friday, June 13, 2025. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while reducing the cost and environmental impact of our annual meeting.

In 2024, our net lease portfolio continued to deliver dependable cash flow, providing a solid foundation for our overall financial performance. We finished 2024 with 742 service-oriented retail net leased properties, which represents approximately 44% of our portfolio by investment. Our net lease portfolio was 97.6% leased with a weighted average lease term of 8.0 years and with aggregate coverage of minimum rents at 2.10 times on a trailing 12-month basis as of year end. Only 2.2% of our net leases are scheduled to expire before year end 2025.

During the year, we also took action to strengthen our balance sheet. We issued $1.2 billion of senior guaranteed unsecured notes and sold 25 hotel and net lease properties for more than $105 million, using the proceeds to redeem all of our outstanding 2025 debt maturities. Additionally, we began taking strategic measures designed to improve our liquidity and reduce leverage, including starting the sale process for 114 focused service hotels in the Sonesta portfolio with an aggregate of 14,925 keys and a net carrying value of approximately $850 million. We expect to close on the sale of these hotels in 2025 and are targeting proceeds of approximately $1 billion.

In 2024, we also made meaningful progress on our hotel capital improvement plans, completing major renovations at 28 hotels during the year. While these renovations temporarily impacted our topline results, they are essential investments aimed at enhancing overall portfolio quality, increasing market share and achieving an attractive return on investment. We ended the year on a high note, highlighted by our strongest quarterly comparable hotel revenue per available room (RevPAR) growth in nearly two years.

We take seriously our role in the oversight of our Company’s long term business strategy, which we believe is the best path to long term value creation for our shareholders. We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.

March 26, 2025

				Christopher J. Bilotto			John L. Harrington
				Laurie B. Burns			William A. Lamkin
				Robert E. Cramer			Rajan C. Penkar
				Donna D. Fraiche			Adam Portnoy

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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF SERVICE PROPERTIES TRUST

	Location: Live Webcast Accessible at https://www.virtualshareholder meeting.com/SVC2025 Date: Friday, June 13, 2025 Time: 9:30 a.m., Eastern Time			Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Approve the Second Amended and Restated 2012 Equity Compensation Plan; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2025 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
				Record Date: You can vote if you were a shareholder of record as of the close of business on March 18, 2025 (the “Record Date”).
				Attending Our 2025 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be a virtual meeting of shareholders, which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2025 Annual Meeting. In order to attend and participate in our 2025 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on June 12, 2025. • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2025 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2025 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2025 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Trustees, Jennifer B. Clark Secretary March 26, 2025

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	PLEASE VOTE			1
	PROXY SUMMARY			2
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			4
	Review of Corporate Governance Policies and Shareholder Engagement			4
	Board Composition, Expansion and Refreshment			4
	Process for Selecting Trustees			5
	ISG Corporate Governance Framework			5
	Shareholder Engagement and Outreach			6
	Sustainability			6
	Key Responsibilities of Our Board			13
	Our Board’s Role in Oversight of Risk Management			13
	Trustee Independence			15
	Executive Sessions of Independent Trustees			15
	Board Leadership Structure			15
	Lead Independent Trustee			16
	Code of Business Conduct and Ethics and Committee Governance			16
	Environmental, Social and Governance Policies			16
	Insider Trading Policies and Procedures			17
	Prohibition on Hedging			17
	Recommendations for Trustees			17
	Communications with Our Board			17
	Shareholder Nominations and Other Proposals			18
	PROPOSAL 1: ELECTION OF TRUSTEES			19
	Trustee Nominees to be Elected at Our 2025 Annual Meeting			22
	Executive Officers			29
	BOARD COMMITTEES			30
	Audit Committee			30
	Compensation Committee			30
	Nominating and Governance Committee			30
	BOARD MEETINGS			31
	TRUSTEE COMPENSATION			31
	Compensation of Trustees			31
	Trustee Share Ownership Guidelines			31
	Fiscal Year 2024 Trustee Compensation			32
	OWNERSHIP OF OUR EQUITY SECURITIES			33
	Trustees and Executive Officers			33
	Principal Shareholders			34
	PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			35
	COMPENSATION DISCUSSION AND ANALYSIS			36
	Compensation Overview			36
	Compensation Philosophy			38
	Overview of 2024 Compensation Actions			39
	Analysis of 2024 Awards under the Share Award Plan			39
	Frequency of Say on Pay			41
	REPORT OF OUR COMPENSATION COMMITTEE			42
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			42
	EXECUTIVE COMPENSATION			43
	Summary Compensation Table			43
	2024 Grants of Plan Based Awards			44

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	2024 Outstanding Equity Awards at Fiscal Year End			44
	2024 Stock Vested			45
	Potential Payments upon Termination or Change in Control			45
	Pay Ratio			45
	Equity Plan Information			46
	Pay Versus Performance			47
	PROPOSAL 3: APPROVAL OF THE SECOND AMENDED AND RESTATED 2012 EQUITY COMPENSATION PLAN			50
	PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			54
	Audit Fees and All Other Fees			54
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			55
	Other Information			55
	REPORT OF OUR AUDIT COMMITTEE			56
	FREQUENTLY ASKED QUESTIONS			57
	RELATED PERSON TRANSACTIONS			62
	WARNING CONCERNING FORWARD-LOOKING STATEMENTS			63
	OTHER INFORMATION			64
	ANNEX A—SECOND AMENDED AND RESTATED 2012 EQUITY COMPENSATION PLAN			A-1
	ANNEX B—CERTAIN RELATED PERSON TRANSACTIONS			B-1

PROXY STATEMENT

The Board of Trustees (our “Board”) of Service Properties Trust, a Maryland real estate investment trust (the “Company,” “we,” “us” or “our”), is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2025 annual meeting of shareholders. To provide all of our shareholders an opportunity to participate in our 2025 annual meeting, our 2025 annual meeting will be held virtually via live webcast on Friday, June 13, 2025, at 9:30 a.m., Eastern Time, subject to any postponements or adjournments (the “2025 Annual Meeting”). We are first making these proxy materials available to shareholders on or about March 26, 2025.

Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on March 18, 2025, the Record Date for our 2025 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held as of the close of business on the Record Date. Our Common Shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”). At the close of business on March 18, 2025, there were approximately 166,636,537 Common Shares issued and outstanding.

The mailing address of our principal executive office is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 2025 ANNUAL MEETING TO BE HELD ON FRIDAY, JUNE 13, 2025.
		The Notice of 2025 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.

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PLEASE VOTE

Please vote to participate in our decision making. Nasdaq rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL	MORE INFORMATION	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	Page 19	✓ FOR	Majority of all votes cast
2 Advisory vote to approve executive compensation*	Page 35	✓ FOR	Majority of all votes cast
3 Approval of the Second Amended and Restated 2012 Equity Compensation Plan	Page 50	✓ FOR	Majority of all votes cast
4 Ratification of independent auditors*	Page 54	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

You can vote in advance in one of three ways:

	via the internet			Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern Time, on June 12, 2025 to authorize a proxy VIA THE INTERNET.
	by phone			Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern Time, on June 12, 2025 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
	by mail			Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern Time, on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

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To review and download easy to read versions of our Proxy Statement and Annual Report.

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To sign up for future electronic delivery to reduce the impact on the environment.

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To register in advance to attend our 2025 Annual Meeting.

2025 Proxy Statement

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PROXY SUMMARY

This proxy summary highlights information which may be provided elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

ELIGIBILITY TO VOTE

You can vote if you were a shareholder of record at the close of business on March 18, 2025, the Record Date for our 2025 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 1)

You can vote by any of the following methods:

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By Telephone or Internet. All shareholders of record can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.

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By Written Proxy. All shareholders of record also can authorize a proxy to vote their shares by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice.

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Electronically at our 2025 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2025 Annual Meeting if they have a 16 digit control number.

CORPORATE GOVERNANCE PRINCIPLES (Page 4)

We endeavor to observe and implement best practices in our corporate governance.

SUSTAINABILITY (Page 6)

We have a long-standing commitment to our shareholders and other stakeholders to conduct our business in an environmentally and socially responsible manner.

VOTING (Page 19, 35, 50 and 54)

PROPOSAL	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	✓ FOR	Majority of all votes cast
2 Advisory vote to approve executive compensation*	✓ FOR	Majority of all votes cast
3 Approval of the Second Amended and Restated 2012 Equity Compensation Plan	✓ FOR	Majority of all votes cast
4 Ratification of independent auditors*	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

With respect to Proposal 1, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2, 3 and 4.

2025 Proxy Statement

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PROPOSAL 1: ELECTION OF TRUSTEES (Page 19)

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Laurie B. Burns, Robert E. Cramer, Donna D. Fraiche, William A. Lamkin and Rajan C. Penkar as Independent Trustees and Christopher J. Bilotto and Adam Portnoy as Managing Trustees. Presented below is the expected composition of our Board immediately following our 2025 Annual Meeting, assuming the election of the Trustee nominees and the expiration of John L. Harrington’s term as a Trustee.

NAME OF TRUSTEES	INDEPENDENT	COMMITTEE MEMBERSHIP
Christopher J. Bilotto		None
Laurie B. Burns	✓	Audit Compensation (Chair)
Robert E. Cramer	✓	Audit Nominating and Governance (Chair)
Donna D. Fraiche	✓	Audit Compensation Nominating and Governance
William A. Lamkin	✓	Audit (Chair)
Rajan C. Penkar	✓	Audit Compensation
Adam Portnoy		None

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Page 35)

COMPENSATION DISCUSSION AND ANALYSIS (Page 36)

Our compensation structure is unique because of our relationship with our manager, The RMR Group LLC (“RMR”). Our business management agreement with RMR is designed to incentivize RMR to provide the highest quality services to us. Our Compensation Committee believes that our executive compensation program is appropriately designed to incentivize strong performance over the long term.

PROPOSAL 3: APPROVAL OF THE SECOND AMENDED AND RESTATED 2012 EQUITY COMPENSATION PLAN (Page 50)

PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS (Page 54)

2025 Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES
AND BOARD MATTERS

Review of Corporate Governance Policies and Shareholder Engagement

Our Board is committed to upholding the values of good corporate governance. In recognition of the relationship between corporate governance and long term performance, and as a result of our ongoing engagement with our shareholders, our Board continues to proactively evaluate our corporate governance principles. Based on these principles, our Board has:

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since 2020, added three new Independent Trustees to our Board as part of our Board refreshment plan and, following our 2025 Annual Meeting, assuming the election of our Trustee nominees, the size of our Board will be seven members and the percentage of our Board comprised of Independent Trustees will be 71%;

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amended our Declaration of Trust to declassify our Board so that all of our Trustees stand for election annually, a measure which was supported by more than 73% of our shareholders;

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conducted an annual shareholder outreach and engaged with shareholders who hold approximately 68% of our Common Shares;

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adopted Environmental, Social and Governance (“ESG”) policies in connection with our efforts to lead a sustainable business and continue to improve our internal culture and the communities in which we operate;

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retained Korn Ferry, a leading executive search and consulting firm, to identify and vet candidates to expand and refresh our Board; and

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enhanced our compensation and sustainability disclosure and reporting in response to shareholder feedback.

We appreciate your support on these initiatives.

Board Composition, Expansion and Refreshment

Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, have a variety of skills, professional experience and backgrounds and effectively represent the long term interests of our shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board regularly evaluates its composition. Our Board’s expansion and refreshment activities have created more skill mix and diversity and ensured a smooth transition as Trustees retire from our Board. We are currently governed by an eight member Board of Trustees, including six Independent Trustees and two Managing Trustees. Following our 2025 Annual Meeting, assuming the election of our Trustee nominees, our Board will be comprised of five Independent Trustees and two Managing Trustees. Our Nominating and Governance Committee and our Board have an ongoing engagement with Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:

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identifying and evaluating potential trustee candidates;

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creating an even playing field among candidates identified regardless of source;

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using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and

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assisting in attracting and vetting candidates.

2025 Proxy Statement

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Process for Selecting Trustees

Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board. Our Nominating and Governance Committee is assisted with its recruitment efforts by its ongoing engagement with Korn Ferry, which recommends candidates that satisfy our Board’s criteria. They also provide research and pertinent information regarding candidates, as requested.

ISG Corporate Governance Framework

We follow the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies, as summarized below:

ISG Principle			Our Practice
Principle 1: Boards are accountable to shareholders.			• All of our Trustees stand for annual election. • We adopted a proxy access bylaw.
Principle 2: Shareholders should be entitled to voting rights in proportion to their economic interest.			• We do not have a dual class structure; each shareholder gets one vote per share.
Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives.			• In 2024, we had a proactive shareholder outreach and had active engagements with shareholders owning approximately 68% of our Common Shares. • Our engagement topics included business strategies, governance reform priorities, sustainability and social strategy, Board composition, leadership and refreshment, succession planning and executive compensation program disclosure.
Principle 4: Boards should have a strong, independent leadership structure.			• We have a Lead Independent Trustee with clearly defined duties and robust responsibilities that are disclosed to shareholders. • Our Board considers the appropriateness of its leadership structure at least annually. • All of our committees are comprised solely of Independent Trustees.

2025 Proxy Statement

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ISG Principle			Our Practice
Principle 5: Boards should adopt structures and practices that enhance their effectiveness.			• Assuming the election of our Trustee nominees at the 2025 Annual Meeting, 71% of Board members will be independent. • Assuming the election of our Trustee nominees at the 2025 Annual Meeting, our Board will be comprised of 29% women and 43% members of underrepresented communities. • We have an active Board refreshment plan, including an ongoing engagement with an executive search and consulting firm to identify and evaluate candidates to expand and refresh our Board; three new Independent Trustees have joined our Board since 2020. • Our Trustees then in office attended at least 75% of all Board and applicable committee meetings in 2024, and each of our Trustees then in office attended the 2024 annual meeting of shareholders.
Principle 6: Boards should develop management incentive structures that are aligned with the long term strategy of the company.			• Our Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies. • Although we do not pay any cash compensation directly to our officers and have no employees, we have adopted the Amended and Restated 2012 Equity Compensation Plan (the “Share Award Plan”) to reward our named executive officers and other officers and employees of RMR and others who provide services to us or our taxable real estate investment trust (“REIT”) subsidiary and to align their interests with those of our shareholders. • RMR’s compensation is tied to our performance.

Shareholder Engagement and Outreach

We conduct shareholder outreach throughout the year to engage with shareholders on issues important to them. Our Board receives reports on this engagement as well as any specific issues to be addressed.

Sustainability

Overview. Our business strategy incorporates a focus on sustainable approaches to operating our properties in a manner that benefits our shareholders, tenants and the communities in which we are located. As a REIT, we are prohibited by tax law from operating our hotel properties and all of our other properties are leased to third parties that assume operating responsibilities for their properties.

Our strategy is to work with our hotel managers and net lease retail tenants to operate our properties in ways that improve the economic performance of their operations, while simultaneously managing energy and water consumption, as well as greenhouse gas emissions.

2025 Proxy Statement

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Our environmental sustainability and community engagement strategies are primarily implemented by our hotel managers and tenants and focus on a complementary set of objectives, including the following:

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Responsible Investment: We seek to invest capital in our properties that both improves environmental performance and enhances asset value. During the acquisition of properties, RMR assesses, among other things, environmental sustainability opportunities and physical and policy driven climate related risks as part of the due diligence process.

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Environmental Stewardship: We seek to improve the environmental footprint of our properties, including by reducing energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties’ competitive position. Although our tenants and hotel managers oversee most of the property maintenance and improvements, RMR’s asset management group works cooperatively with them whenever possible to leverage opportunities to make our properties more environmentally friendly and efficient. Working with our hotel managers and tenants, we have:

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initiated programs at hotels to reduce energy and water use;

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implemented various initiatives at hotels to encourage recycling of plastics, paper and metal or glass containers;

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when renovating hotels, used energy efficient products, including lighting, windows and heating, ventilation and air conditioning equipment, and many appliances in extended stay hotels are ENERGY STAR® rated;

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installed electric car charging stations at some of our hotels;

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conducted building electrification and decarbonization evaluations; and

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assessed asset-level compliance with current and future building energy and emissions performance standards across the United States and establish cost-effective pathways to comply.

•

Investments in Human Capital: We have no employees of our own. We rely on our manager, RMR, and our hotel managers to hire, train, and develop a workforce that meets the needs of our business, contributes positively to our society and helps reduce our impact on the natural environment.

RMR employs approximately 1,000 real estate professionals across the United States. In 2024, RMR was recognized by GlobeSt. as one of commercial real estate’s Best Places to Work and by Commercial Property Executive as 11th on its list of Top Commercial Property Management Companies and by the EPA as an “ENERGY STAR Partner of the Year, Sustained Excellence.”

In 2023, RMR was recognized by The Boston Globe for the fourth consecutive year as one of “The Top Places to Work in Massachusetts” in the “Large Employers” category. In 2021, RMR received the Excellence Award from the Institute of Real Estate Management. In 2020, RMR was recognized by the Boston Business Journal as the “Fastest Growing Middle Market Company in Massachusetts.”

RMR’s recruiting programs, on-boarding, retention programs and its development and training programs currently include the following:

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LiveWell Employee Wellness Program: RMR’s LiveWell program was launched in 2016 with the goal of providing resources and incentives to enhance employees’ physical, emotional and financial wellness. LiveWell includes a range of educational presentations, webinar series and wellness competitions.

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Managing with Impact: Since 2016, RMR hosted Managing with Impact workshops for managers throughout the company to expand their perspectives and increase their confidence as a new manager. Within their first year, managers complete the workshop and learn how to effectively delegate, solve problems and give meaningful performance feedback.

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Tuition Reimbursement Program: RMR offers tuition assistance up to $20,000 annually for work-related education from accredited colleges and universities in order to deepen employees’ skillsets and support personal enrichment.

2025 Proxy Statement

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Accelerated Women in Leadership Program: RMR’s Accelerated Women in Leadership Program (“AWLP”) is a targeted learning experience that helps women strengthen and leverage their contribution and impact as professionals and leaders. Participants explore a variety of topics that help them manage biases that can be limiting, strengthen their executive presence, influence and negotiate more effectively, and integrate work and home life. Starting in 2020, a cohort of women professionals participate in AWLP each year.

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Analyst Accelerator Internship Program: RMR’s Analyst Accelerator Internship Program is designed to attract early career talent to our industry from backgrounds underrepresented in real estate. The 10-week program is built upon the premise that hands on exposure as an analyst is an ideal way to provide rising college juniors or seniors with a solid first step toward a successful and lasting career in real estate. RMR actively recruits talent from college campuses and student communities interested in real estate who are traditionally underrepresented in the sector. Relationships with programs like the University of Massachusetts Amherst Real Estate Program, involvement with Historically Black Colleges and Universities, and engagement with women’s career forums are examples of RMR’s broad outreach efforts to develop a robust and diverse talent pipeline.

RMR also prioritizes on-going education and training for all employees across their organization as follows:

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Engineering Apprenticeship Program: Given the increasing challenges within the real estate industry of attracting a qualified and diverse pool of engineers throughout the country, RMR made it a strategic focus to develop the next generation of qualified building engineers. RMR’s Engineering Apprenticeship Program standardizes the recruitment and development of engineering candidates to prepare them for open positions and to plan for future engineering needs. RMR recruits from various trade schools and job fairs to identify candidates for the two-year program with a curriculum that includes specific onboarding plans for training in electrical, heating, ventilation and air conditioning (“HVAC”), or plumbing trades and covers a range of essential engineering staff development topics.

○

Industry Associations & Credentials: In order to further their professional development, many of RMR’s employees seek out credentials and association memberships, with any membership costs reimbursed by RMR. Examples of credentials and association memberships include: Building Owners and Managers Association Membership and Event Participation, Certified Property Manager, Certified Public Accountant, National Association of Industrial and Office Properties, LEED Accredited Professional, Certified Energy Manager and Fitwel Ambassador.

Sonesta International Hotels Corporation (“Sonesta”), our largest hotel operator, has approximately 8,000 employees. Sonesta’s investments in human capital include:

○

Training & Development: Sonesta strives to help its employees grow and develop into the best they can be by offering training courses and professional development programs. Elevate, Sonesta’s most popular program, is an interactive apprenticeship for rising hotel professionals. This program is made possible by Sonesta’s partnership with the American Hotel and Lodging Association (“AHLA”). Sonesta “apprentices” are matched with Sonesta mentors to cultivate key skills in its future leaders. Using the AHLA’s Apprenticeship Program as a base, apprentices leverage AHLA materials and Sonesta mentor knowledge to complete the “Lodging Manager” competency checklist. Sonesta has had over 150 apprentices and mentors in the first three cohorts of the program.

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Learning Library: Developed in partnership with leading subject matter experts, Sonesta’s Learning Library covers a variety of service-related topics—from front office to compliance, cybersecurity, management and leadership, and culinary training. Sonesta offers over 1,000 lessons, aligned to industry best practices and organizational key results, and available in multiple languages. These trainings, coupled with great trainer-led learning, offer Sonesta team members training content that teaches practical skills, knowledge, and behaviors to deliver excellence within the hotel industry.

2025 Proxy Statement

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Corporate Citizenship: We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties through our policies and charitable giving. Our managers regularly encourage employees to engage in a variety of charitable and community programs, including participation in company-wide service days and a charitable giving matching program.

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Diversity & Inclusion: We value a diversity of backgrounds, experience and perspectives. Assuming the election of our Trustee nominees at our 2025 Annual Meeting, our Board will be comprised of 29% women and 43% members of underrepresented communities. We have no employees of our own but our manager, RMR, is an equal opportunity employer with all qualified applicants receiving consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status. Our hotel managers are committed to equality and fostering a culture of diversity and inclusion.

We have no employees of our own, but RMR has made diversity and inclusion an important part of its hiring, retention and development programs. RMR has enhanced its hiring policies to support increasing diversity within its workforce. For every open position not filled by internal candidates, hiring managers are required to have at least one qualified woman or member of underrepresented community candidate in the final round interviews before an offer is extended to fill the position. An RMR manager who is a woman and/or member of an underrepresented community is required to be part of the final round interview team. In addition, RMR works with strategic industry partners like Commercial Real Estate Women (“CREW”) and The Partnership, Inc. for posting new positions and supporting multicultural professionals.

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Culture and Employee Engagement: We believe an inclusive workplace positions RMR to achieve extraordinary results for our company. RMR strives to create a collaborative workplace that motivates talented people to contribute their best work and ideas. The root of RMR’s collaborative and innovative culture is a workplace that welcomes diverse perspectives and experiences. To ensure the strength of its workplace, RMR:

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Conducts employee engagement surveys to ensure its people have the training, tools and resources they need to succeed.

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Provides employees with ongoing coaching and feedback to support their growth and development.

RMR’s investment in people has resulted in its selection as a Boston Globe Top Place to Work four years in a row. When surveyed:

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85% of RMR’s employees said RMR operates by strong values.

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81% feel their manager helps them learn and grow.

Employee engagement is also a key focus of Sonesta. Sonesta believes engaged employees are enthusiastic about their work, find a greater sense of meaning in what they do, see a stronger connection between their strengths and their role, and expend discretionary effort in their performance. These positive behaviors make a difference in terms of reputation, productivity, and profit. Sonesta had over 5,500 employees participate in their employee engagement survey, conducted in the spring of 2022 with equal engagement regardless of gender or ethnicity. Sonesta’s engagement scores exceeded national benchmarks and improved over Sonesta’s previous year scores.

To learn more about our and RMR’s sustainability initiatives, visit www.svcreit.com/about/Sustainability and www.rmrgroup.com/corporate-sustainability.

To learn more about Sonesta’s sustainability initiatives, visit www.sonesta.com/esg-sonesta.

Sustainability Accounting Metrics. The following disclosures are informed by the guidance of the Sustainability Accounting Standards Board (“SASB”) Industry Standard for Real Estate Version 2023-06. To the extent an accounting metric, as defined by the SASB Standard, is not applicable to our portfolio or data to report on the applicable accounting metric is not available to us, we have not made any disclosure.

For the following disclosures, our properties are reported in two operating segments, Hotel and Net Leased Retail, and are consistent with how these properties and our operating results are presented in our other SEC filings. The information presented is as of December 31, 2024, unless otherwise noted. Additionally, for all

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sustainability accounting metrics, Same Property includes properties owned and were operated continuously by our managers and tenants since January 1, 2023.