SVC 8-K
Service Properties Trust (SVC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each Exchange on which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we,” “us” and “our” refer to Service Properties Trust.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On July 6, 2026, we effected a reverse split of our common shares of beneficial interest, par value $.01 per share, or the Reverse Share Split, pursuant to Articles of Amendment to our Amended and Restated Declaration of Trust which we filed and which were effective that day as of 4:01 p.m. Eastern Time, or the Share Split Time. Pursuant to the Reverse Share Split, every five of our common shares of beneficial interest, par value $.01 per share, issued and outstanding as of the Share Split Time were converted and reclassified into one common share of beneficial interest, par value $.05 per share, subject to the receipt of cash in lieu of fractional shares. Pursuant to additional Articles of Amendment to our Amended and Restated Declaration of Trust which we filed and which were effective as of 4:02 p.m. Eastern Time, and following the Share Split Time, to change the par value of our common shares of beneficial interest from $.05 per share back to $.01 per share. The new CUSIP number for our common shares of beneficial interest is 81761L 201.
The Reverse Share Split affected all record holders of our common shares of beneficial interest uniformly and did not affect any record shareholder’s percentage ownership interest in us, subject to the receipt of cash in lieu of fractional shares. The Reverse Share Split reduced the number of our issued and outstanding common shares of beneficial interest from approximately 647.64 million to approximately 129.53 million, subject to adjustment downward as a result of any cash paid in lieu of fractional shares.
The foregoing descriptions of the amendments to our Amended and Restated Declaration of Trust are not complete and are subject to and qualified in their entirety by reference to the full text of the copies of the Articles of Amendment, which are attached hereto as Exhibits 3.1 and 3.2, each of which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
3.1 Articles of Amendment of Service Properties Trust, dated as of July 6, 2026. (Filed herewith.)
3.2 Articles of Amendment of Service Properties Trust, dated as of July 6, 2026. (Filed herewith.)
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document.)
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SERVICE PROPERTIES TRUST | ||
| By: | /s/ Brian E. Donley | |
| Name: | Brian E. Donley | |
| Title: | Chief Financial Officer and Treasurer | |
| Dated: July 6, 2026 | ||
3
Exhibit 3.1
DEPARTMENT OF
ASSESSMENTS AND TAXATION
Date: 07/06/2026
DUANE MORRIS LLP
100 INTERNATIONAL DRIVE
SUITE 700
BALTIMORE MD 21202
THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:
| ENTITY NAME | : | SERVICE PROPERTIES TRUST |
| DEPARTMENT ID | : | D04141826 |
| TYPE OF REQUEST | : | ARTICLES OF AMENDMENT |
| DATE FILED | : | 07-06-2026 |
| TIME FILED | : | 11:51 AM |
| RECORDING FEE | : | $100.00 |
| EXPEDITED FEE | : | $445.00 |
| COPY FEE | : | $23.00 |
| FILING NUMBER | : | 1000362015371521 |
| CUSTOMER ID | : | 0004061908 |
| WORK ORDER NUMBER | : | 0005278482 |
PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.
Charter Division
Baltimore metro area (410) 767-4950
Outside metro area (888) 246-5941
| 700 East Pratt Street 2nd Floor Suite 2700, Baltimore, Maryland 21202 | 0014494070 | |
| Telephone (410)767- 4950 / Toll free in Maryland (888)246-5941 | ||
| MRS (Maryland Relay Service) (800)735-2258 TT/Voice | CACCPT | |
| Website: www.dat.maryland.gov |
SERVICE PROPERTIES TRUST
ARTICLES OF AMENDMENT
Service Properties Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: At the Effective Time (as defined below), Section 5.1 of Article V of the Declaration of Trust of the Trust (the “Declaration of Trust”) is hereby amended to provide that every five (5) common shares of beneficial interest, $.01 par value per share (the “Common Shares”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable issued and outstanding Common Share, $.05 par value per share, without any further action by the Trust or any holder thereof (the “Reverse Split”). No fractional shares shall be issued in connection with the Reverse Split. Shareholders of the Trust who otherwise would be entitled to receive fractional shares of beneficial interest shall be entitled to receive cash (without interest or deduction) in lieu of such fractional share interests based on the closing price of the Common Shares on the Nasdaq Stock Market LLC on the Effective Date (as defined below).
SECOND: The amendment to the Declaration of Trust as set forth above has been duly approved by the Board of Trustees of the Trust. Pursuant to Sections 8-501(e)(2) and 8-501(f)(3) of the Maryland REIT Law, no shareholder approval is required.
THIRD: The amendment to the Declaration of Trust as set forth above shall take effect on July 6, 2026 (the “Effective Date”) at 4:01 p.m. Eastern Time (the “Effective Time”).
FOURTH: The undersigned Chief Financial Officer and Treasurer of the Trust acknowledges these Articles of Amendment to be the official act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer and Treasurer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature page follows]
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Secretary on this 6th day of July, 2026.
| ATTEST: | SERVICE PROPERTIES TRUST |
| By: | /s/ Lindsey A. Getz | By: | /s/ Brian E. Donley | |
| Name: | Lindsey A. Getz | Name: | Brian E. Donley | |
| Title: | Secretary | Title: | Chief Financial Officer and Treasurer |
[Signature Page to SVC Articles of Amendment (Reverse Split)]
Exhibit 3.2
DEPARTMENT OF
ASSESSMENTS AND TAXATION
Date: 07/06/2026
DUANE MORRIS LLP
100 INTERNATIONAL DRIVE
SUITE 700
BALTIMORE MD 21202
THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:
| ENTITY NAME | : | SERVICE PROPERTIES TRUST |
| DEPARTMENT ID | : | D04141826 |
| TYPE OF REQUEST | : | ARTICLES OF AMENDMENT |
| DATE FILED | : | 07-06-2026 |
| TIME FILED | : | 11:50 AM |
| RECORDING FEE | : | $100.00 |
| EXPEDITED FEE | : | $445.00 |
| COPY FEE | : | $23.00 |
| FILING NUMBER | : | 1000362015371513 |
| CUSTOMER ID | : | 0004061908 |
| WORK ORDER NUMBER | : | 0005278482 |
PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.
Charter Division
Baltimore metro area (410) 767-4950
Outside metro area (888) 246-5941
| 700 East Pratt Street 2nd Floor Suite 2700, Baltimore, Maryland 21202 | 0014494069 | |
| Telephone (410)767- 4950 / Toll free in Maryland (888)246-5941 | ||
| MRS (Maryland Relay Service) (800)735-2258 TT/Voice | CACCPT | |
| Website: www.dat.maryland.gov |
SERVICE PROPERTIES TRUST
ARTICLES OF AMENDMENT
Service Properties Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: At the Effective Time (as defined below), Section 5.1 of Article V of the Declaration of Trust of the Trust (the “Declaration of Trust”) is hereby amended to change the par value of the issued and outstanding common shares of beneficial interest of the Trust from $.05 per share to $.01 per share.
SECOND: The amendment to the Declaration of Trust as set forth above has been duly approved by the Board of Trustees of the Trust. Pursuant to Section 8-501(e)(2) of the Maryland REIT Law, no shareholder approval is required.
THIRD: The amendment to the Declaration of Trust as set forth above shall take effect on July 6, 2026 at 4:02 p.m. Eastern Time (the “Effective Time”).
FOURTH: The undersigned Chief Financial Officer and Treasurer of the Trust acknowledges these Articles of Amendment to be the official act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer and Treasurer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature page follows]
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Secretary on this 6th day of July, 2026.
| ATTEST: | SERVICE PROPERTIES TRUST |
| By: | /s/ Lindsey A. Getz | By: | /s/ Brian E. Donley | |
| Name: | Lindsey A. Getz | Name: | Brian E. Donley | |
| Title: | Secretary | Title: | Chief Financial Officer and Treasurer |
[Signature Page to SVC Articles of Amendment (Par Value)]