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CORE QUALIFICATIONS AND EXPERIENCES

Strong record of achievements, including work
experience with a proven record of success

Wide ranging perspectives, backgrounds and
experiences, including professional
background and skills

Commitment to serve on our Board over a
period of years in order to develop knowledge
about our operations and have sufficient time
and availability to devote to Board and
committee matters

Business acumen, practical wisdom, ability to
exercise sound judgment in a congenial
manner and ability to make independent
analytical inquiries

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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

☐

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 2026 Annual Meeting
of Shareholders and Proxy Statement

[MISSING IMAGE: lg_serviceprotrust-pn.jpg]

Thursday, June 11, 2026 at 9:30 a.m., Eastern Time

Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/SVC2026

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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 2026 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Thursday, June 11, 2026. The business to be conducted at the meeting is described in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials to shareholders electronically expedites your receipt, while lowering costs and reducing environmental impact.

During 2025, we made meaningful progress in strengthening our business and positioning the company for long-term success. We were very active in the capital markets, completing more than $1.4 billion in transactions that enhanced our balance sheet, reduced near-term refinancing risk, and advanced our strategic priorities.

This was an important year for the evolution of our portfolio. We took significant steps to improve the quality of our hotel assets, broaden the diversification of our net lease platform, and concentrate our hotel holdings in full-service properties that we believe are best positioned to generate earnings growth and sustainable value for shareholders.

A key milestone in this transformation was the sale of 112 Sonesta-operated hotels, which generated approximately $859 million in gross proceeds. This represented a major step toward a higher-quality, more focused hotel portfolio with stronger demand fundamentals. We used the proceeds, along with cash on hand, to proactively redeem all $800 million of our 2026 debt maturities and $300 million of our 2027 maturities, substantially improving our financial flexibility and reducing near-term refinancing exposure.

Our net lease portfolio continued to deliver stable and recurring income. In 2025, we added 29 necessity-based retail properties as part of our disciplined growth strategy. We closed the year with 760 net lease retail properties that were approximately 97% leased, with a weighted average remaining lease term of 7.4 years, underscoring the durability and resilience of this platform.

Looking ahead to 2026, we remain focused on continued portfolio optimization and maintaining a measured, disciplined approach to capital allocation. We are also sharpening our operational focus to drive stronger performance. These efforts will help strengthen cash flow, unlock long-term value, and reinforce our competitive position.

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 17, 2026

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

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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS OF SERVICE PROPERTIES TRUST

	Location: Live Webcast Accessible at https://www.virtualshareholder meeting.com/SVC2026 Date: Thursday, June 11, 2026 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; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2026 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 13, 2026 (the “Record Date”).
				Attending Our 2026 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2026 Annual Meeting, our 2026 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 2026 Annual Meeting. In order to attend and participate in our 2026 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on June 10, 2026. • 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 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2026 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 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2026 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, Lindsey Getz Secretary March 17, 2026

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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			4
	ISG Corporate Governance Framework			5
	Shareholder Engagement and Outreach			6
	Sustainability			6
	Key Responsibilities of Our Board			12
	Our Board’s Role in Oversight of Risk Management			12
	Trustee Independence			13
	Executive Sessions of Independent Trustees			14
	Board Leadership Structure			14
	Lead Independent Trustee			14
	Code of Business Conduct and Ethics and Committee Governance			15
	Sustainability Policies			15
	Insider Trading Policies and Procedures			15
	Prohibition on Hedging			16
	Recommendations for Trustees			16
	Communications with Our Board			16
	Shareholder Nominations and Other Proposals			16
	PROPOSAL 1: ELECTION OF TRUSTEES			18
	Trustee Nominees to be Elected at Our 2026 Annual Meeting			20
	Executive Officers			27
	BOARD COMMITTEES			28
	Audit Committee			28
	Compensation Committee			28
	Nominating and Governance Committee			28
	BOARD MEETINGS			29
	TRUSTEE COMPENSATION			29
	Compensation of Trustees			29
	Trustee Share Ownership Guidelines			29
	Fiscal Year 2025 Trustee Compensation			30
	OWNERSHIP OF OUR EQUITY SECURITIES			31
	Trustees and Executive Officers			31
	Principal Shareholders			32
	PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			33
	COMPENSATION DISCUSSION AND ANALYSIS			34
	Compensation Overview			34
	Compensation Philosophy			37
	Overview of 2025 Compensation Actions			37
	Analysis of 2025 Awards under the Share Award Plan			37
	Frequency of Say on Pay			39
	REPORT OF OUR COMPENSATION COMMITTEE			40
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			40
	EXECUTIVE COMPENSATION			41
	Summary Compensation Table			41
	2025 Grants of Plan Based Awards			42

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	2025 Outstanding Equity Awards at Fiscal Year End			42
	2025 Stock Vested			43
	Potential Payments upon Termination or Change in Control			43
	Pay Ratio			43
	Pay Versus Performance			44
	PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			47
	Audit Fees and All Other Fees			47
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			48
	Other Information			48
	REPORT OF OUR AUDIT COMMITTEE			49
	FREQUENTLY ASKED QUESTIONS			50
	RELATED PERSON TRANSACTIONS			55
	WARNING CONCERNING FORWARD-LOOKING STATEMENTS			56
	OTHER INFORMATION			57
	ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS			A-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 2026 annual meeting of shareholders. To provide all of our shareholders an opportunity to participate in our 2026 annual meeting, our 2026 annual meeting will be held virtually via live webcast on Thursday, June 11, 2026, at 9:30 a.m., Eastern Time, subject to any postponements or adjournments (our “2026 Annual Meeting”). We are first making these proxy materials available to shareholders on or about March 17, 2026.

Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on March 13, 2026, (the “Record Date”), are entitled to notice of, and to vote at, our 2026 Annual Meeting and at any postponements or adjournments of the meeting. Holders of our 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 13, 2026, there were approximately 168,061,029 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 2026 ANNUAL MEETING TO BE HELD ON THURSDAY, JUNE 11, 2026.
		The Notice of 2026 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

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PLEASE VOTE

Please vote to participate in our decision making. Applicable exchange 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 18	✓ FOR	Majority of all votes cast
2 Advisory vote to approve executive compensation*	Page 33	✓ FOR	Majority of all votes cast
3 Ratification of independent auditors*	Page 47	✓ 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 10, 2026 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 10, 2026 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.

•

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

•

To register in advance to attend our 2026 Annual Meeting.

2026 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 13, 2026, the Record Date for our 2026 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 1)

You can vote by any of the following methods:

•

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.

•

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.

•

Electronically at our 2026 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2026 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 18, 33 and 47)

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 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 and 3.

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PROPOSAL 1: ELECTION OF TRUSTEES (Page 18)

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 2026 Annual Meeting, assuming the election of the Trustee nominees.

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 33)

COMPENSATION DISCUSSION AND ANALYSIS (Page 34)

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: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS (Page 47)

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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, among other things:

•

conducted an annual shareholder outreach and engaged with shareholders who hold approximately 60% of our Common Shares;

•

adopted sustainability 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; and

•

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

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, and our Board’s expansion and refreshment activities have created more skill mix and ensured a smooth transition as Trustees retire from our Board. We are currently governed by a seven member Board, including five Independent Trustees and two Managing Trustees. In 2025 and prior years, our Nominating and Governance Committee and our Board engaged Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee to identify and evaluate potential trustee candidates.

Process for Selecting Trustees

Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board pursuant to the following process.

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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 2025, we had a proactive shareholder outreach and had active engagements with shareholders owning approximately 60% 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.
Principle 5: Boards should adopt structures and practices that enhance their effectiveness.			• 71% of Board members are independent. • We have an active Board refreshment plan and we consider candidates with a variety of skills, qualifications, viewpoints and backgrounds; we consult with an executive search and consulting firm as needed to identify and evaluate candidates. • Our Trustees attended at least 75% of all Board and applicable committee meetings in 2025, and seven of our eight Trustees then in office attended the 2025 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 Second Amended and Restated 2012 Equity Compensation Plan (our “Share Award Plan”) to reward our named executive officers and other employees of RMR and others who provide services to us or our taxable real estate investment trust (“REIT”) subsidiaries (“TRSs”) and to align their interests with those of our shareholders. • RMR’s compensation is tied to our performance.

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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.

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:

•

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.

•

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:

○

initiated programs at hotels to reduce energy and water use;

○

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

○

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;

○

installed electric car charging stations at some of our hotels;

○

conducted building electrification and decarbonization evaluations; and

○

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.

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•

Investment in Human Capital and Employee Engagement: 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 strives to create a collaborative and engaging culture, and invest in its employees.

RMR employs approximately 860 real estate professionals across the United States. In 2025, RMR was recognized as a 2025 USA Today Top Workplace. 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.

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

○

Leading with Impact: Since 2016, RMR hosted Leading 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.

○

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.

○

Internship Program: RMR offers hands-on experience across a wide array of disciplines that are critical to the success of its organization. Interns have the opportunity to contribute to and learn from teams operating within RMR’s accounting, asset management, real estate development, energy and sustainability, information technology, investor relations and human resources departments.

RMR also prioritizes ongoing education and training for all employees across their organization as follows:

○

Engineering Apprenticeship Program: Given the increasing challenges within the real estate industry of attracting a qualified pool of engineers throughout the country, RMR made it a strategic priority 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 6,760 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

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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 190 apprentices and mentors in the first three cohorts of the program.

○

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.

•

Board and Management Composition: Our Board and its committees reflect an overall balance of professional background, knowledge, experience, perspective, skill and expertise. RMR is an equal opportunity employer that believes workforce excellence starts at the highest levels of its organization and extends to every employee within the organization. Members of our Board and RMR’s leadership teams are comprised of individuals who exhibit ethics and integrity, have business acumen, sound judgment and a strong record of achievements.

•

Inclusive Work Culture: We believe an inclusive workplace positions RMR to achieve extraordinary results for our company. RMR seeks to attract and retain top talent through an inclusive work culture with leadership programs and initiatives like Leading with Impact, the RMR internship programs and other internal investments in broad-based training and development. 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, 2025, unless otherwise noted. Additionally, for all sustainability accounting metrics, Same Property includes properties owned and were operated continuously by our managers and tenants since January 1, 2024.

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CODE	METRIC	VALUE (Hotels)	VALUE (Net Leased Retail)
IF-RE-130a.1	Energy Consumption Data Coverage as a Percentage of Floor Area (%)	71.8%	2.0%

IF-RE-130a.2(1)	Total Energy Consumed by Portfolio Area with Data Coverage (GJ)	1,430,980	6,436

IF-RE-130a.2(2)	Percentage of Total Energy from Grid Electricity (%)	67.1%	46.1%

IF-RE-130a.2(3)	Percentage of Total Energy from Renewable Source (%)	0.0%	0.0%

IF-RE-130a.3	Like-for-Like Percentage Change in Energy Consumption (%)	-4.4%	-15.7%

IF-RE-130a.4(1)	Percentage of Eligible Portfolio that has an Energy Rating (%)	61.4%	0.0%

IF-RE-130a.4(2)	Percentage of Eligible Portfolio that is Certified to ESTAR (%)	0.7%	0.0%

IF-RE-130a.5	Description of how building energy management considerations are integrated into property investment analysis and operational strategy	See description below table.

IF-RE-140a.1(1)	Water Withdrawal Data Coverage as a Percentage of Total Floor Area (%)	83.1%	1.0%

IF-RE-140a.1(2)	Water Withdrawal Data Coverage as a Percentage of Floor Area in Water Stress Regions (%)	83.8%	0.0%

IF-RE-140a.2(1)	Total Water Withdrawn by Portfolio Area with Data Coverage (km3)	4,035.7	0.35

IF-RE-140a.2(2)	Percentage of Water Withdrawn in Regions with High or Extremely High Water Stress (%)	38.5%	0.0%

IF-RE-140a.3	Like-for-Like Percentage Change in Water Withdrawn (%)	2.1%	-12.4%

IF-RE-140a.4	Description of water management risks and discussion of strategies and practices to mitigate those risks	See description below table.

IF-RE-410a.1(1)	Percentage of New Leases That Contain a Cost Recovery Clause (%)	0.0%	0.0%

IF-RE-410a.1(2)	Associated leased floor area, by property sector (m2)	0	0

IF-RE-410a.3	Discussion of approach to measuring, incentivizing and improving sustainability impacts of tenants	See comments below table.

IF-RE-450a.1	Area in 100-year flood zone (m2)	747,882	1,482

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CODE

METRIC

VALUE
(Hotels)

VALUE
(Net Leased
Retail)

IF-RE-450a.2

Description of climate change risk exposure analysis, degree of systematic portfolio exposure, and strategies for mitigating risks

See description below table.

IF-RE-000.A

Number of Assets

221

752

IF-RE-000.B

Leasable Floor Area (m2)

2,368,326

1,239,435

IF-RE-000.C

Indirectly Managed Assets (%)

100%

98.9%

IF-RE-000.D

Average Occupancy Rate (%)

62.5%

96.3%

SASB Accounting Metric Code: IF-RE-130a.5: Energy management integration discussion.

Our managers deploy energy management best practices that improve the economic performance of their operations, which include:

○

Centralized utility bill processing and payment system;

○

ENERGY STAR® benchmarking (hotel properties);

○

Real-time energy monitoring (hotel properties);

○

Light Emitting Diodes lighting upgrades;

○

Energy performance review for end-of-life HVAC equipment replacements; and

○

Exposure to and compliance with Building Performance Standards (“BPS”) laws.

These energy management efforts reduce energy usage helping to generate both economic and environmental benefits.

During the acquisition of properties, RMR assesses, among other things, energy management opportunities and physical and policy driven climate related risks as part of the due diligence process.

SASB Accounting Metric Code: IF-RE-140a.4: Water management integration discussion.

Managers are strongly encouraged to use water management practices that reduce operating costs as well as their impact on the consumption of natural resources. These best practices include upgrades for indoor plumbing fixtures, low-flow water closets and urinals, low-flow flush valves, low-flow automatic faucet controls, low-flow faucet aerators and shower heads, water-efficient landscaping and cooling tower water management, among others.

SASB Accounting Metric Code: IF-RE-410a.3 Discussion of approach to measuring, incentivizing, and improving sustainability impacts of tenants.

On our behalf, RMR collaborates with our hotel managers and net leased retail tenants to capture environmental data for our properties. Engaging with our managers and tenants that manage data directly, RMR has increased visibility into operational performance for our properties. This effort has provided insight for over 15.4 million square feet of Hotel and Net Lease properties. RMR’s asset managers encourage our hotel managers and Net Lease 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.

SASB Accounting Metric Code: IF-RE-450a.2 Description of climate change risk exposure analysis, degree of systematic portfolio exposure, and strategies for mitigating risks.

We define climate change resilience as our ability to anticipate, prepare for and recover from adverse physical climate activity including increased severity of acute weather events and chronic changes to

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weather patterns as well as identify and plan for climate-related transitional activities such as changes in policy and market-driven expectations.

Properties susceptible to inundation from flood waters are evaluated routinely. The evaluation may include implementing tenant and local agency coordination protocols, property incident response plan reviews, insurance provider assessments and the implementation of physical protection elements, such as flood protection barriers.

We routinely utilize technology to evaluate our properties for energy and water performance. Such activities support lower operating expenses, improve comfort for our occupants and reduce our exposure to impacts from policies targeting greenhouse gas emissions.

Our portfolio strategy includes the development of hazard and vulnerability assessments of our existing properties and scenario planning and economic risk reviews of property development opportunities over long term ownership periods. In 2021 RMR, in coordination with a third party consultant, began physical climate scenario analyses for substantially all our properties. In 2024 and early 2025, RMR refreshed these analyses. The climate scenario assessments under evaluation include current physical climate risk exposure and assessments of future physical climate risk exposure models that consider a “business as usual” approach, a 2.0°C emissions mitigation approach in line with the Paris Climate Agreement and a “middle” approach, all based on the Intergovernmental Panel on Climate Change (“IPCC”) fifth Assessment Report (“AR”) Representative Concentration Pathways 8.5, 2.6, and 4.5, respectively, mapped to the latest IPCC AR6 Shared Social Economic Pathways (“SSP”) SSP1, SSP2 and SSP5, respectively. The following table summarizes physical and transitional climate change risks and opportunities identified for our portfolio.

	Risks				Opportunities
	• Over time, chronic or acute climate stressors such as extreme heat, increased precipitation, inland flooding or storm surges could lead to the need for capital investments to meet landlord commitments or improve asset resilience. These climate stressors may also impact public infrastructure such as roadways and bridges, limiting access to our properties. • Increases in regional water stress may lead to water use restrictions and impact our operators’ and tenants’ ability to provide services to their guests and patrons. • Energy or emissions performance standards require capital investments to meet standards and offset regulatory fines.				• Energy-efficient, low-carbon footprint and climate change resilient properties may be in high demand, increasing revenue potential. • Onsite solar power generation can drive down utility expenses and provide clean energy and covered parking for tenants. Battery energy storage may further reduce operating expenses and contribute to an increase of localized grid reliability. • Innovative solutions such as smart buildings, healthy buildings and buildings with sought-after amenities such as alternative fuels and electric vehicle (“EV”) charging stations may attract high-quality, investment-grade tenants or increase corporate and leisure travel to our hotels.

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Key Responsibilities of Our Board

Oversight of Strategy

Oversight of Risk

Succession Planning

✓

Our Board oversees and monitors strategic planning.

✓

Business strategy is a key focus of our Board and embedded in the work of Board committees.

✓

Company management is charged with executing our business strategy and provides regular performance updates to our Board.

✓

Our Board oversees risk management.

✓

Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.

✓

Company management is charged with managing risk, through robust internal processes and effective internal controls.

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Our Board oversees succession planning and talent development for executive officers.

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Our Nominating and Governance Committee makes an annual report to our Board on succession planning.

✓

In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.

Our Board’s Role in Oversight of Risk Management

Our Board is elected by our shareholders to, among other things, oversee our business and long term strategy. As part of fulfilling its responsibilities, our Board oversees the maintenance of appropriate financial and other internal controls and our compliance with applicable laws and regulations. Inherent in these responsibilities is our Board’s understanding and oversight of the various risks we face. Our Board considers that risks should not be viewed in isolation and should be a primary consideration in each of our business decisions and as part of our overall business strategy.

Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by our manager, RMR, and RMR and our officers are responsible for incorporating risk management in their activities. Our management and our internal audit provider regularly meet with our Audit Committee and provide us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees regularly review a wide range of reports provided by RMR and other service providers, including:

•

reports on market and industry conditions;

•

operating and regulatory compliance reports;

•

financial reports;

•

reports on risk management and our sustainability activities and initiatives;

•

regulatory and legislative updates that may impact us;

•

reports on the security of our information technology processes and our data and the use of artificial intelligence; and

•

legal proceeding updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with our executive officers, our internal audit provider, legal counsel, our independent auditors and other professionals, as appropriate.

Our Audit Committee leads our Board in fulfilling its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity, the use of artificial intelligence, and our

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compliance with legal and regulatory requirements. Our Board and Audit Committee review reports annually from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting, and at other times, as may be warranted. In 2025, our Audit Committee engaged PricewaterhouseCoopers LLP to serve as our internal audit provider. Our Audit Committee also annually reviews an internal audit plan developed by our internal audit provider with the goal of helping our Board systematically evaluate the effectiveness of our risk management, control and governance processes. Our Audit Committee meets at least quarterly and reports its findings and results of its monitoring and oversight activities to our Board from time to time as needed. Our Audit Committee also meets quarterly with our internal audit provider to review the results of its audits and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management, as it determines appropriate.

Our Audit Committee receives annual reports from our management regarding cybersecurity risks and countermeasures being undertaken or considered by RMR and by us, including updates on the internal and external cybersecurity landscape and relevant technical developments, such as advances in the use of artificial intelligence, and more frequent reports as it may direct or as needed. RMR has conducted an external assessment of its cybersecurity controls using a qualified third party. In addition, RMR’s cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. RMR conducts annual data security education and testing for its employees, including RMR employees who provide services to us, in addition to penetration testing and unannounced email phishing exercises.

Our Compensation Committee evaluates RMR’s performance under our business and property management agreements, including any perceived risks created by compensation arrangements, including our share award program. Our share award program requires share awards to executive officers and other RMR employees to vest over a period of years, which we believe mitigates any incentives for our management to undertake undue risks and encourages our management to make long term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is limited.

To learn more about the risks we face, you can review the matters discussed in Part I, Item 1A. “Risk Factors” and “Warning Concerning Forward-Looking Statements” in our Annual Report to Shareholders for the fiscal year ended December 31, 2025 (the “Annual Report”). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Trustee Independence

Under the corporate governance listing standards of the Nasdaq and our governing documents, our Board must consist of a majority of Independent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR, are not involved in our day to day activities and who meet the qualifications for independence under the applicable rules of the Nasdaq and the SEC.

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the applicable Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee’s relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee’s standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, our Board has determined that Laurie B. Burns, Robert E. Cramer, Donna D. Fraiche, William A. Lamkin and Rajan C. Penkar currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In making these independence determinations, our Board reviewed and discussed additional information provided by us and the Trustees with regard to each of the Trustees’ relationships with us, RMR or The RMR Group Inc. (“RMR Inc.”), the managing member of RMR, and the other companies

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to which RMR provides management services (the “RMR Clients”). Our Board has concluded that none of these five Trustees possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Executive Sessions of Independent Trustees

Pursuant to our Governance Guidelines, our Independent Trustees meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet with our executive officers, other representatives of RMR, as necessary or appropriate, and with our independent auditors. Our lead Independent Trustee presides over such meetings, unless the Independent Trustees determine otherwise.

Board Leadership Structure

All Trustees play an active role in overseeing our business both at our Board and Board committee levels. As set forth in our Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing our Company and our business strategy. Our Trustees are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit organizations and law firms, and have also served in academic or governmental roles. Our Trustees may be called upon to provide solutions to various complex issues and ask hard questions of our management and other advisors. Our Board is small, which facilitates open and informal discussions and communication among Trustees and with our executive officers and other advisors.

Adam Portnoy serves as Chair of our Board. Our Board believes that Mr. Portnoy’s leadership of RMR and extensive familiarity with our day to day business provide valuable insight for our Board.

Five of our Trustees are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of our Audit Committee, Nominating and Governance Committee and Compensation Committee are independent under the applicable rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our Trustees are Managing Trustees, persons who have been employees, officers or directors of RMR or RMR Inc., or who have been involved in our day to day activities for at least one year prior to his or her election as Trustees.

Lead Independent Trustee

We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Ms. Fraiche serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, robust responsibilities that include:

•

assisting our Board in evaluating its effectiveness;

•

presiding at all meetings of our Board at which the Chair of our Board or a Managing Trustee is not present;

•

presiding at all meetings and executive sessions of the Independent Trustees;

•

having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;

•

serving as the principal liaison between the Independent Trustees and our senior management team;

•

assisting our Compensation Committee in its annual evaluation of the performance of our management and of our manager, RMR;

•

considering suggestions for meeting agenda items from other Independent Trustees;

•

with our Nominating and Governance Committee and Chair of our Board, monitoring and coordinating with our management on corporate governance issues and developments;

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•

authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and

•

if requested, and in coordination with the Chair of our Board and our management, being reasonably available for consultation and direct communication with shareholders.

Code of Business Conduct and Ethics and Committee Governance

Our Board is committed to corporate governance that promotes the long term interests of our shareholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted a Code of Business Conduct and Ethics (the “Code”) to, among other things, provide guidance to our board members, officers and RMR employees and ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code, information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code, and how to communicate with our Trustees individually or as a group. To access these documents on our website visit www.svcreit.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code that apply to the principal executive officer, principal financial officer or controller, or persons performing similar functions, by posting such information on our website.

Sustainability Policies

Our Board has adopted the following policies in connection with our efforts to lead a sustainable business and to continue to improve our internal culture and the communities in which we operate: Employee Health and Wellness, Human Rights, Philanthropy and Business Partners’ Code of Conduct. These policies reflect our core culture of integrity and mutual respect as well as our commitment to caring for our tenants, guests and the individuals who provide services to us as well as for the communities in which we operate. Our Employee Health and Wellness policy is designed to protect the health and wellbeing of all individuals in our workplace; our Human Rights policy is designed to promote a culture of mutual respect for people, communities and our planet; our Philanthropy policy sets forth our and RMR’s commitment to investing in our communities through a variety of philanthropic engagements; and our Business Partners’ Code of Conduct sets forth our expectations for our and RMR’s business partners to conduct business in an ethical manner that promotes the accomplishment of our goals. For additional information regarding our sustainability policies, see the “Sustainability” section beginning on page 6 of this Proxy Statement.

Insider Trading Policies and Procedures

We have adopted Insider Trading Policies and Procedures (our “Insider Trading Policy”) governing the purchase, sale, and other dispositions of our securities by our Trustees and officers, directors, officers and employees of RMR and our Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. In general, our Insider Trading Policy prohibits us and our Trustees and officers, directors and officers of RMR Inc., officers and employees of RMR and related persons from trading in our securities while aware of material, nonpublic information about us. Our Insider Trading Policy also prohibits our Trustees and Executive Officers, directors of RMR Inc. and executive officers of RMR from transacting in our securities during certain designated blackout periods. In addition, our Trustees, RMR Inc.’s directors and certain of our Company’s and RMR’s senior

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officers are required to obtain approval in advance of transactions in our securities. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Prohibition on Hedging

Our Insider Trading Policy expressly prohibits members of our Board and our officers from engaging in hedging transactions involving our securities.

Recommendations for Trustees

Shareholders who would like to recommend a Trustee nominee should submit their recommendations in writing by mail to the Chair of our Nominating and Governance Committee, c/o Secretary, Service Properties Trust, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@svcreit.com. Any such recommendation should include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. Our Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Recommendations by shareholders will be considered by our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Communications with Our Board

Our Board has established a process to facilitate communication by shareholders and other interested parties with our Trustees, individually or as a group. Communications should be addressed to our Trustees or the Trustee for whom the communication is intended, in care of our Secretary, Service Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@svcreit.com.

Shareholder Nominations and Other Proposals

Deadline to Submit Proposals Pursuant to Rule 14a-8 for the 2027 Annual Meeting of Shareholders: Shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at our principal executive office on or before November 17, 2026 in order to be eligible to be included in the proxy statement for the 2027 annual meeting of shareholders; provided, that, if the date of the 2027 annual meeting of shareholders is more than 30 days before or after June 11, 2027, such a proposal must be submitted within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.

Deadline to Submit Trustee Proxy Access Nominations for the 2027 Annual Meeting of Shareholders: Under our proxy access bylaw, a shareholder or a group of up to 20 shareholders owning at least three percent of our outstanding Common Shares continuously for at least three years may nominate and include in our proxy materials for the 2027 annual meeting of shareholders Trustee nominees constituting up to the greater of two nominees or 20% of the number of Trustees serving on our Board. In addition, the shareholder(s) and nominee(s) must satisfy the informational, documentation and other requirements specified by Section 2.18 of our bylaws (our “Bylaws”). Notice of a proxy access nomination for consideration at our 2027 annual meeting of shareholders must be delivered to or mailed and received at our principal executive office not later than November 17, 2026 and not earlier than October 18, 2026.

Deadline to Submit Other Nominations and Proposals for the 2027 Annual Meeting of Shareholders under our Bylaws: To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act and outside of the proxy access bylaw at the 2027 annual meeting of shareholders must be delivered to our Secretary at our principal executive office, in accordance with the requirements of our

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Bylaws, not later than 5:00 p.m., Eastern Time, on November 17, 2026 and not earlier than October 18, 2026; provided, that, if the date of the 2027 annual meeting of shareholders is more than 30 days earlier or later than June 11, 2027, then a shareholder’s notice must be so delivered not later than 5:00 p.m., Eastern Time, on the tenth day following the earlier of the day on which (i) notice of the date of the 2027 annual meeting of shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 2027 annual meeting of shareholders is first made by us. Shareholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Bylaws, which include, among other things, requirements as to the shareholder’s timely delivery of advance notice, continuous requisite ownership of our Common Shares and holding of a share certificate for such shares at the time of the advance notice, the record date for determining shareholders entitled to vote at the annual meeting and at the time of the annual meeting.

The foregoing description of the deadlines and other requirements for shareholders to submit a nomination for election to our Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. A copy of our Bylaws, including the requirements for proxy access or other shareholder nominations and other shareholder proposals, may be obtained by writing to our Secretary at Service Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC’s website, www.sec.gov. Any shareholder considering making a nomination or proposal should carefully review and comply with those provisions.

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PROPOSAL 1: ELECTION OF TRUSTEES

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 each for election as an Independent Trustee and Christopher J. Bilotto and Adam Portnoy each for election as a Managing Trustee. Each Trustee nominee currently serves on our Board.

If elected, each nominee would serve until our 2027 annual meeting of shareholders and until his or her successor is duly elected and qualifies, subject to the individual’s earlier death, resignation, retirement, disqualification or removal.

We expect that each Trustee nominee will be able to serve if elected. However, if a Trustee nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by our Board.

Board of Trustees’ Qualifications and Experience

Our Trustees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications, viewpoints and backgrounds that strengthen their ability to carry out their oversight role on behalf of our shareholders.

	SKILLS AND EXPERIENCES
	Risk oversight/management expertise				Familiarity with the public capital markets

	Accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry				Familiarity with net leased service oriented retail businesses, including travel centers, and related leasing trends

	Corporate Governance				Sustainability

	Knowledge of the commercial real estate (“CRE”) industry and REITs				Understanding of management contract and franchise agreement trends

	Understanding of hospitality and retail net leased businesses				Operating business and/or transactional experience

	Management/leadership experience				Service on other public company boards and committees

	Experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing

High standards of integrity and ethics

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Snapshot of 2026 Board Nominees

Presented below is a snapshot of the expected composition of our Board immediately following our 2026 Annual Meeting, assuming the election of our Trustee nominees. Our Board of Trustees believes that, collectively, our Trustees exhibit an effective mix of qualifications and experience.

[MISSING IMAGE: tb_averagetenure-pn.jpg]

A majority of all the votes cast is required to elect a Trustee at our 2026 Annual Meeting.

The names, principal occupations and certain other information regarding our Trustee nominees that led our Nominating and Governance Committee and our Board to conclude that such persons are currently qualified to serve as Trustees are set forth on the following pages.

Our Board of Trustees recommends a vote “FOR” the election of each of our Trustee nominees.

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Trustee Nominees to be Elected at Our 2026 Annual Meeting

Christopher J. Bilotto, 48, Managing Trustee

[MISSING IMAGE: ph_christopherjbilotto-bw.jpg]

TRUSTEE SINCE 2025
PRESIDENT AND CHIEF EXECUTIVE OFFICER SINCE 2025
BOARD COMMITTEES
None

PROFESSIONAL EXPERIENCE:

•

Our President and Chief Executive Officer since 2025.

•

Executive Vice President of RMR Inc. since January 2026 and Executive Vice President of RMR since 2023, where he is responsible for acquisitions, asset management for all hotel and senior living properties, as well as development and redevelopment across the United States. Prior to that, Mr. Bilotto served as Senior Vice President of RMR from 2020 to 2023 and Vice President from 2016 to 2020 after joining RMR in 2011. Mr. Bilotto’s prior responsibilities at RMR included serving as Senior Area Director of RMR LLC’s West Region.

•

President and chief executive officer of Diversified Healthcare Trust since 2024.

•

SEC Form DEF 14A filed by Service Properties Trust