Service Properties Trust 8-K, filed Jan 5, 2026
Service Properties Trust (SVC)
About this 8-K
Service Properties Trust filed this 8-K on January 5, 2026, reporting on events of January 1, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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):
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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
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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”, “our” and “us” refer to Service Properties Trust.
| Item 8.01. | Other Events. |
On January 1, 2026, we and The RMR Group LLC, or RMR, amended our Second Amended and Restated Business Management Agreement, dated June 5, 2015, or the Business Management Agreement, to change the index used for the incentive management fee calculation and termination for performance provision under the agreement. As amended, for periods beginning on or after January 1, 2026, the applicable index for these purposes under the Business Management Agreement will be the MSCI US REIT Diversified Index. The MSCI U.S. REIT/Hotel & Resort REIT Index will continue to apply for periods prior to January 1, 2026. The terms of the amendment were reviewed, approved and adopted by our Compensation Committee, which is comprised solely of Independent Trustees. The foregoing description of the amendment is not complete and is subject to and qualified by reference to the copy of the Business Management Agreement, a copy of which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on June 8, 2015, the First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, a copy of which is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and the Second Amendment to Second Amended and Restated Business Management Agreement, a copy of which is filed as Exhibit 10.1 hereto, each of which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Second Amendment to Second Amended and Restated Business Management Agreement, effective as of January 1, 2026, between Service Properties Trust and The RMR Group LLC. (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: | January 5, 2026 | |||
3
Exhibit 10.1
Execution Version
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED BUSINESS MANAGEMENT AGREEMENT (this “Amendment”), effective as of January 1, 2026, is made and entered into by and between Service Properties Trust, a Maryland real estate investment trust (the “Company”), and The RMR Group LLC, a Maryland limited liability company (the “Manager”).
WHEREAS, the Company and the Manager are parties to that certain Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, as amended by that certain First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021 (the “Business Management Agreement”); and
WHEREAS, the Company and the Manager wish to amend certain provisions of the Business Management Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
| 1. | The definition of “Index” included in Section 11 of the Business Management Agreement shall be replaced in its entirety by the following: |
“Index” shall mean (i) the MSCI U.S. REIT/Hotel & Resort REIT Index, as published from time to time, for all periods ending prior to January 1, 2026 and (ii) the MSCI US REIT Diversified Index, as published from time to time, for all periods beginning on or after January 1, 2026.
| 2. | As amended hereby, the Business Management Agreement shall remain in full force and effect. |
| 3. | The provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Maryland. |
| 4. | This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. |
[Signature page follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their respective duly authorized officers, as of the date first written above.
| SERVICE PROPERTIES TRUST | |||
| By: | /s Christopher J. Bilotto | ||
| Name: | Christopher J. Bilotto | ||
| Title: | President and Chief Executive Officer | ||
| THE RMR GROUP LLC | |||
| By: | /s/ Matthew C. Brown | ||
| Name: | Matthew C. Brown | ||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
[Signature Page to Second Amendment to Second Amended and Restated Business Management Agreement]