Service Properties Trust reported a net loss of $87.94 million
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0000945394-26-000061
- Revenue: $399.52 million for the three months ended Sep 30, 2026
- Net loss: $87.94 million for the three months ended Sep 30, 2026
- Diluted EPS: -$0.68 for the three months ended Sep 30, 2026
Written from the 10-Q on EDGAR. Check the filing before you rely on it.
What changed
12 changes since the June 2026 10-Q
Compared with the 10-Q 0000945394-26-000049, filed Aug 5, 2026.
Cash up 628% from Jun 30
$40.1M, was $5.5M.
From the filings
Before
$5.5MNow
$40.1MEPS up 61% from Jun 30
−$0.68, was −$1.75.
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Before
−$1.75Now
−$0.68Net income up 61% from Jun 30
−$87.9M, was −$224M.
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Before
−$224MNow
−$87.9MRevenue down 6.8% from Jun 30
$298M, was $320M.
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Before
$320MNow
$298M(1) Includes the results of hotels owned as of the end of the periods presented.
New paragraph in MD&A.
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(1) Includes the results of hotels owned as of the end of the periods presented.(1) Exit Hotels represents eight hotels sold in October 2026, as well as one hotel managed by Sonesta and…
Adds "eight hotels"; drops "one hotel".
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(1) Exit Hotels represents one hotel sold in July 2026 and 14 hotels managed by Sonesta that are currently under agreement or being marketed for sale.Now
(1) Exit Hotels represents eight hotels sold in October 2026, as well as one hotel managed by Sonesta and one hotel managed by IHG that are currently in various stages of being sold.Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Adds "September"; drops "References to changes in the income and expense categories below relate to the…".
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References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.Now
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025Transaction related costs . Transaction related costs for the 2026 and 2025 periods primarily consisted of…
Adds "and 2025 periods"; drops "period".
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Transaction related costs . Transaction related costs for the 2026 period primarily consisted of costs related to the sales of certain hotels, partially offset by the recovery of deposits associated with certain previously terminated hotel sales.Now
Transaction related costs . Transaction related costs for the 2026 and 2025 periods primarily consisted of costs related to the sale and renovation of certain hotels.Loss on early extinguishment of debt, net.
Adds "$335"; drops "$9,383".
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Loss on early extinguishment of debt, net. We recorded a $9,383 loss on early extinguishment of debt, net in the 2026 period as a result of the redemption of certain senior notes. See Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.Now
Loss on early extinguishment of debt, net. We recorded a $335 loss on early extinguishment of debt, net in the 2026 period as a result of the repayment and termination of the VFN. We recorded a $529 loss on early extinguishment of debt, net in the 2025 period as a result of the redemption of certain senior unsecured notes.Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Adds "Nine"; drops "References to changes in the income and expense categories below relate to the…".
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References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.Now
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025We are currently exploring our options to extend or refinance our secured revolving credit facility.
New paragraph in MD&A.
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We are currently exploring our options to extend or refinance our secured revolving credit facility. There can be no assurance that we will be able to do so or the timing, size, or terms of any such replacement facility. We believe we have adequate sources of liquidity to meet our near term operating requirements while these discussions continue.In September 2026, we repaid and terminated the $45,000 VFN which had a maturity date of January 2027, using…
New paragraph in MD&A.
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In September 2026, we repaid and terminated the $45,000 VFN which had a maturity date of January 2027, using existing cash balances.
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Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
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For the quarterly period ended June September 30, 2026
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Number of registrant's common shares of beneficial interest, $.01 par value per share, outstanding as of August 3, November 2, 2026: 129,509,488 129,813,906 .
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Financial Statements (unaudited) 4 changes
Condensed Consolidated Balance Sheets — June September 30, 2026 and December 31, 2025
Condensed Consolidated Statements of Comprehensive Income (Loss) — Three and Six Nine Months Ended June September 30, 2026 and 2025
Condensed Consolidated Statements of Shareholders' Equity — Three and Six Nine Months Ended June September 30, 2026 and 2025
Condensed Consolidated Statements of Cash Flows — Six Nine Months Ended June September 30, 2026 and 2025
Financial statements 138 changes
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June September 30, 2026 December 31, 2025
1 unchanged paragraph
Land $ 1,730,113 1,722,642 $ 1,750,799
Buildings, improvements and equipment 5,861,871 5,809,983 6,198,233
Total real estate properties, gross 7,591,984 7,532,625 7,949,032
Accumulated depreciation ( 2,432,406 2,458,451 ) ( 2,442,966 )
Total real estate properties, net 5,159,578 5,074,174 5,506,066
Equity method investment 108,875 111,796
Acquired real estate leases and other intangibles, net 92,320 89,215 100,044
1 unchanged paragraph
Restricted cash 23,165 25,275
Equity method investment 108,486 111,796
Cash and cash equivalents 5,511 40,118 346,813
Restricted cash 22,374 25,275
Due from related persons 17,749 12,191 241
Other assets, net 309,699 308,477 306,979
Total assets $ 5,838,485 5,720,456 $ 6,491,580
1 unchanged paragraph
Secured debt, net 2,876,434 $ 2,821,494 $ 2,100,745
Unsecured debt, net $ 1,702,603 $ 1,703,944 3,233,683
Accounts payable and other liabilities 437,188 468,868 458,908
Due to related persons 12,644 9,741 46,791
1 unchanged paragraph
Total liabilities 5,032,030 5,007,707 5,845,456
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Common shares of beneficial interest, $ .01 par value; 900,000,000 and 200,000,000 shares authorized, respectively; 129,527,433 129,821,455 and 33,614,025 shares issued and outstanding, respectively
Additional paid in capital 5,107,313 5,107,874 4,564,716
Cumulative other comprehensive income 2,011 2,156 2,068
Cumulative net income 1,617,637 1,529,697 1,992,653
Cumulative common distributions ( 5,921,801 5,928,276 ) ( 5,913,649 )
Total shareholders' equity 806,455 712,749 646,124
Total liabilities and shareholders' equity $ 5,838,485 5,720,456 $ 6,491,580
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Three Months Ended June 30, Six Months Ended June 30,
Hotel operating revenues $ 320,071 $ 404,405 $ 584,646 $ 739,368
Rental income 100,903 99,031 200,779 199,247
Total revenues 420,974 503,436 785,425 938,615
Hotel operating expenses 264,654 328,913 507,298 634,753
Net lease operating expenses 6,046 5,439 13,486 11,067
Depreciation and amortization 77,083 75,030 152,926 164,130
General and administrative 11,093 10,218 19,889 19,774
Transaction related costs 463 1,345 2,972 1,456
Loss on asset impairment 189,097 17,654 217,192 54,721
Total expenses 548,436 438,599 913,763 885,901
Interest income 1,165 822 2,108 2,071
Loss before income tax benefit (expense) and equity in losses of an investee ( 223,718 ) ( 37,176 ) ( 370,714 ) ( 148,821 )
Income tax benefit (expense) 132 ( 457 ) ( 1,049 ) ( 1,300 )
Equity in losses of an investee ( 252 ) ( 526 ) ( 3,253 ) ( 4,473 )
Net loss ( 223,838 ) ( 38,159 ) ( 375,016 ) ( 154,594 )
Other comprehensive (loss) income:
Equity interest in investee's unrealized (losses) gains ( 71 ) 155 ( 57 ) 308
Other comprehensive (loss) income ( 71 ) 155 ( 57 ) 308
Comprehensive loss $ ( 223,909 ) $ ( 38,004 ) $ ( 375,073 ) $ ( 154,286 )
Three Months Ended September 30, Nine Months Ended September 30,
Hotel operating revenues $ 298,379 $ 377,576 $ 883,025 $ 1,116,944
Rental income 101,141 101,194 301,920 300,441
Total revenues 399,520 478,770 1,184,945 1,417,385
Hotel operating expenses 255,780 328,358 763,078 963,111
Net lease operating expenses 6,389 5,236 19,875 16,303
Depreciation and amortization 72,152 74,453 225,078 238,583
General and administrative 9,965 11,057 29,854 30,831
Transaction related costs 1,857 2,683 4,829 4,139
Loss on asset impairment 53,691 27,067 270,883 81,788
Total expenses 399,834 448,854 1,313,597 1,334,755
(Loss) gain on sale of real estate, net ( 383 1,103 ) 25,256 ( 156 131 ) 972 590 25,846
Interest income 375 4,841 2,483 6,912
Interest expense (including amortization of debt issuance costs, discounts and premiums of $ 18,822 18,964 , $ 9,900 9,092 , $ 37,671 56,635 and $ 18,580 27,672 , respectively)
Loss on early extinguishment of debt, net ( 9,383 335 ) ( 529 ) 61,254 ( 61,589 ) ( 529 )
Loss before income tax expense and equity in earnings (losses) of an investee ( 87,309 ) ( 48,292 ) ( 458,023 ) ( 197,113 )
Income tax expense ( 875 ) ( 253 ) ( 1,924 ) ( 1,553 )
Equity in earnings (losses) of an investee 244 1,600 ( 3,009 ) ( 2,873 )
Net loss ( 87,940 ) ( 46,945 ) ( 462,956 ) ( 201,539 )
Other comprehensive income (loss):
Equity interest in investee's unrealized gains (losses) 145 ( 119 ) 88 189
Other comprehensive income (loss) 145 ( 119 ) 88 189
Comprehensive loss $ ( 87,795 ) $ ( 47,064 ) $ ( 462,868 ) $ ( 201,350 )
Weighted average common shares outstanding (basic and diluted) 128,085 33,148 80,944 33,135 129,262 33,217 97,227 33,163
Net loss per common share (basic and diluted) $ ( 1.75 0.68 ) $ ( 1.15 1.41 ) $ ( 4.63 4.76 ) $ ( 4.67 6.08 )
20 unchanged paragraphs
Net loss — — — — ( 87,940 ) — ( 87,940 )
Equity interest in investee's unrealized gains — — — — — 145 145
Common share grants 393,136 4 — 1,228 — — 1,232
Common share repurchases ( 92,585 ) ( 1 ) — ( 630 ) — — ( 631 )
Common share forfeitures ( 6,529 ) — — ( 37 ) — — ( 37 )
Distributions — — ( 6,475 ) — — — ( 6,475 )
Balance at September 30, 2026 129,821,455 $ 1,298 $ ( 5,928,276 ) $ 5,107,874 $ 1,529,697 $ 2,156 $ 712,749
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Net loss — — — — ( 46,945 ) — ( 46,945 )
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and 58 more changes in the filing
Note 1: Organization and Basis of Presentation 4 changes
Service Properties Trust, or we, us or our, is a real estate investment trust, or REIT, organized on February 7, 1995 under the laws of the State of Maryland, which invests in service-focused retail net lease properties and hotels. At June September 30, 2026, we owned, directly and through our subsidiaries, 745 740 service-focused retail net lease properties and 93 87 hotels.
2 unchanged paragraphs
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets, certain fair value measurements and impairment of real estate and related intangibles.
We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification ™ . We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs' performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. The assets of our TRSs were $ 137,981 129,021 and $ 122,004 as of June September 30, 2026 and December 31, 2025, respectively, and consist primarily of our TRSs' investment in Sonesta International Hotels Corporation's, or, collectively with its parent and subsidiaries, Sonesta's, common stock and amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $ 75,398 65,669 and $ 57,846 as of June September 30, 2026 and December 31, 2025, respectively, and consist primarily of amounts payable to certain of our hotel managers. The assets of our TRSs are available to satisfy our TRSs' obligations and we have guaranteed certain obligations of our TRSs.
After the close of trading on July 6, 2026, we effected a 1-for-5 reverse share split of our then issued and outstanding common shares, or the Reverse Share Split. Unless otherwise noted, all impacted amounts and share information included in this Quarterly Report on Form 10-Q have been retroactively adjusted for the 1-for-5 reverse share split, or the Reverse Share Split, described in Note 9, as if it occurred on the first day of the first period presented. Certain adjusted amounts and amounts per share may not agree with previously reported amounts due to the rounding of fractional shares.
Note 2: Recent Accounting Pronouncements 1 change
1 unchanged paragraph
SERVICE PROPERTIES TRUST
Note 3: Revenue Recognition 3 changes
1 unchanged paragraph
We recognize rental income from operating leases on a straight line basis over the terms of the lease agreements in our condensed consolidated statements of comprehensive income (loss). We increased rental income by $ 1,878 and $ 2,683 for the three months ended June 30, 2026 and 2025, respectively, and increased rental income by $ 3,309 and $ 6,561 for the six months ended June 30, 2026 and 2025, respectively, to record scheduled rent changes under certain of our leases on a straight line basis. Other assets, net, includes $ 105,138 and $ 98,729 of straight line rent receivables at June 30, 2026 and December 31, 2025, respectively.
Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements. We may determine percentage rent due to us under our leases monthly, quarterly or annually, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned . We recorded percentage rent of $ 455 and $ 501 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,395 and $ 1,347 for the six months ended June 30, 2026 and 2025, respectively.
SERVICE PROPERTIES TRUST
Note 4: Per Common Share Amounts 1 change
We calculate basic earnings per common share using the two class method. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. For the three and six nine months ended June September 30, 2026 and 2025, there were no dilutive common shares and certain unvested common shares were not included in the calculation of diluted earnings per common share because to do so would have been antidilutive.
Note 5: Real Estate Properties 9 changes
As of June September 30, 2026, we owned 745 740 service-focused retail net lease properties with an aggregate of 13,553,509 13,542,332 square feet that are primarily subject to "triple net" leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term, and 93 87 hotels with an aggregate of 21,110 19,897 rooms or suites. Our properties had an aggregate undepreciated book value of $ 7,848,876 7,686,326 , including $ 256,892 153,701 related to properties classified as held for sale as of June September 30, 2026, and an aggregate undepreciated book value of $ 8,102,783 , including $ 153,751 related to properties classified as held for sale, as of December 31, 2025.
We funded capital improvements to certain of our properties of $ 50,834 80,270 and $ 84,944 131,664 during the six nine months ended June September 30, 2026 and 2025, respectively.
During the nine months ended September 30, 2026, we acquired five net lease properties with a total of 19,615 square feet for a combined purchase price of $ 15,105 , excluding closing costs. We accounted for these transactions as acquisitions of assets and allocated the purchase prices based on the estimated fair value of the acquired assets as follows:
Quarter Acquired Property Type Number of Properties Square Feet Purchase Price (1)
Land Buildings, Improvements and Equipment Acquired Real Estate Leases
Q1 2026 Net Lease 3 8,788 $ 7,485 $ 1,946 $ 4,641 $ 898
Q2 2026 Net Lease 1 3,200 1,823 307 1,300 216
Q3 2026 Net Lease 1 7,627 5,984 1,556 3,710 718
(1) Purchase price is the gross contract price, plus closing costs of $ 187 .
1 unchanged paragraph
Note 6: Leases and Management Agreements 7 changes
As of June September 30, 2026, we owned 745 740 service-focused retail properties net leased to 185 188 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant, and 93 87 hotels included in four operating agreements managed by subsidiaries of the following companies: Sonesta ( 68 62 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( seven hotels), and InterContinental Hotels Group, PLC, or IHG ( one hotel). Hereinafter, these companies are We sometimes referred refer to these companies as our managers and/or tenants, or collectively, operators. We do not operate any of our properties.
As of June September 30, 2026, we owned 745 740 service-focused retail net lease properties with an aggregate of 13,553,509 13,542,332 square feet with leases requiring annual minimum rents of $ 396,569 395,492 with a weighted (by annual minimum rents) average remaining lease term of 7.1 7.0 years. Our net lease properties were 96.6 97.6 % occupied and leased by 185 188 tenants operating under 140 141 brands in 21 distinct industries.
As of September 30, 2026, TA is our largest tenant, representing 34.2 % of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases, or our TA leases, that expire in 2033 subject to TA's right to extend those leases, and require annual minimum rents of $ 269,547 as of September 30, 2026. TA receives a monthly rent credit totaling $ 25,000 per year over the 10-year initial term of the TA leases as a result of rent it prepaid.
Our TA leases are "triple net" leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. TA is required to maintain the leased travel centers, including structural and non-structural components. BP Corporation North America Inc., a subsidiary of BP p.l.c., guarantees payment under each of the TA leases, limited to an aggregate cap which was $ 2,782,917 as of September 30, 2026.
We recognized rental income from our TA leases of $ 67,834 for each of the three months ended September 30, 2026 and 2025, and $ 203,502 for each of the nine months ended September 30, 2026 and 2025. Rental income increased by $ 422 and $ 1,743 for the three months ended September 30, 2026 and 2025, respectively, and by $ 3,468 and $ 7,389 for the nine months ended September 30, 2026 and 2025, respectively, to record the scheduled rent changes on a straight line basis. As of September 30, 2026 and December 31, 2025, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 63,332 and $ 55,157 , respectively, included in other assets, net in our condensed consolidated balance sheets.
Other Net Lease Properties
Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our net lease properties (excluding TA) of $ 33,307 and $ 33,360 for the three months ended September 30, 2026 and 2025, respectively, which included $ 587 and $ 514 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis. We recognized rental income from our net lease properties (excluding TA) of $ 98,418 and $ 96,939 for the nine months ended September 30, 2026 and 2025, respectively, which included $ 850 and $ 1,429 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.
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Notes to the financial statements 6 changes
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We continually review receivables related to rent, straight line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant's payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant's lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $ 421 and $ 3,291 for the three and nine months ended September 30, 2026, respectively, based on our assessment of the collectability of rents. We recorded reserves for uncollectable amounts and reduced rental income by $ 479 and $ 1,856 for the three and nine months ended September 30, 2025, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $ 3,864 and $ 3,115 as of September 30, 2026 and December 31, 2025, respectively, included in other assets, net in our condensed consolidated balance sheets.
As of September 30, 2026, Sonesta managed 36 of our full service hotels, 19 of our extended stay hotels and seven of our select service hotels pursuant to management agreements. The hotels Sonesta managed for us comprised approximately 39.9 % of our total historical real estate investments as of September 30, 2026.
In July October 2026, we sold one hotel with 133 keys managed by eight Sonesta and are currently at various stages of selling 14 branded hotels with a total of 2,889 1,509 keys managed by and we are currently in the process of marketing for sale one additional Sonesta branded hotel with 300 keys. Following the completion of the these hotel sales, we expect to retain 53 hotels managed by Sonesta, or the Sonesta Retained Hotels. As discussed below, in August 2025, we and Sonesta amended and restated our management agreements for the Sonesta Retained Hotels and certain other hotels managed by Sonesta and waived any termination fees under the existing Sonesta management agreement associated with the sale of certain hotels.
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We realized returns under our Sonesta agreements of $ 43,213 and $ 65,518 during the three months ended June 30, 2026 and 2025, respectively, and $ 54,080 and $ 83,687 during the six months ended June 30, 2026 and 2025, respectively.
We incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs or brand promotion fees, and third-party reservation transmission fees or centralized service fees of $ 16,328 and $ 31,883 for the three months ended June 30, 2026 and 2025, respectively, and $ 29,534 and $ 58,159 during the six months ended June 30, 2026 and 2025, respectively. We accrued estimated incentive fees of $ 887 during the six months ended June 30, 2026 based on year-to-date results of certain Sonesta managed hotels in comparison to each hotel's respective incentive threshold. The actual amount of incentive fees incurred for 2026, if any, will be based upon individual hotels' cumulative annual results in comparison to their respective incentive thresholds and will be payable in 2027. These fees and costs are included in hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). In addition, we incurred procurement and construction supervision fees payable to Sonesta pursuant to our legacy Sonesta agreement and construction management fees payable to Sonesta pursuant to our Sonesta agreements of $ 280 and $ 625 for the three months ended June 30, 2026 and 2025, respectively, and $ 677 and $ 1,246 during the six months ended June 30, 2026 and 2025, respectively, which have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.
Effective August 1, 2025, we entered into new management agreements with Sonesta for most of the Sonesta Retained Hotels and certain other hotels managed by Sonesta, or the Sonesta Retained Hotel agreements. Each Sonesta Retained Hotel agreement expires on July 31, 2040 and includes two 10-year renewal options at Sonesta's option. Pursuant to the Sonesta Retained Hotel agreements, we will pay Sonesta, after payment of hotel operating expenses, a base management fee equal to 3.0 % of gross revenues for full service hotels and 5.0 % for extended stay and select service hotels. Additionally, we are required to pay (i) an incentive fee equal to 20 % of EBITDA, as defined in the Sonesta Retained Hotel agreements, in excess of the incentive threshold of each hotel, subject to caps, commencing with the 2026 calendar year, which has initially been set at $ 194,248 in the aggregate and increases based on the amount by which each hotel's capital expenditures exceeds their respective FF&E reserve (the aggregate incentive threshold under our Sonesta Retained Hotel agreements as of June September 30, 2026 was $ 197,362 202,788 ); (ii) a brand promotion fee of 3.5 % of gross room revenues; (iii) a loyalty fee of the greater of (x) 1.0 % of gross room revenues or (y) 4.5 % of qualified room revenue, in the case of full service hotels, 2.5 %, in the case of extended stay hotels, and 3.0 %, in the case of select service hotels; (iv) a centralized service fee equal to $ 1,100 per year for full service hotels and $ 250 per year for extended stay and select service hotels, adjusted annually based on the Consumer Price Index; and (v) a construction management fee of 3.0 % of construction and capital expenditures managed by Sonesta. We have the right to terminate the Sonesta Retained Hotel agreements for certain events of default, casualty and condemnation events and if minimum performance thresholds are not met for two consecutive calendar years beginning with the measurement period commencing with the 2028 calendar year. The Sonesta Retained Hotel agreements are not subject to any pooling, cross-default or other similar contractual arrangement and the legacy Sonesta agreement will remain subject to a pooling agreement and cross-default provisions until the remainder of the hotels subject to that agreement are sold. Our legacy Sonesta agreement and the Sonesta Retained Hotel agreements are collectively referred to as our Sonesta agreements.
1 unchanged paragraph
Note 7: Equity Method Investment 5 changes
See Notes 6 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.
As of both June September 30, 2026 and December 31, 2025, we owned 34 % of Sonesta's outstanding common stock. We account for our 34 % non-controlling interest in Sonesta under the equity method of accounting.
As of June September 30, 2026 and December 31, 2025, our investment in Sonesta had a carrying value of $ 108,486 108,875 and $ 111,796 , respectively. On the date of acquisition of our initial equity interest in Sonesta (February 27, 2020), the cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta's total stockholders' equity book value by an aggregate of $ 8,000 . As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition. We recorded amortization of the basis difference of $ 65 in both of the three months ended June September 30, 2026 and 2025 and $ 130 195 in both of the six nine months ended June September 30, 2026 and 2025. We recognized losses earnings related to our investment in Sonesta of $ 252 244 and $ 526 1,600 for the three months ended June September 30, 2026 and 2025, respectively, and losses of $ 3,253 3,009 and $ 4,473 2,873 for the six nine months ended June September 30, 2026 and 2025, respectively. These amounts, which include amortization of the basis difference, are included in equity in earnings (losses) of an investee in our condensed consolidated statements of comprehensive income (loss).
We recorded a liability of $ 42,000 for the fair value of our initial investment in Sonesta, as no cash consideration was exchanged related to the modification of our management agreement with, and investment in, Sonesta. This liability for our investment in Sonesta is included in accounts payable and other liabilities in our condensed consolidated balance sheets and is being amortized on a straight-line basis through the initial term of the legacy Sonesta agreement, January 31, 2037, as a reduction to hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). We reduced hotel operating expenses by $ 621 for each of the three months ended June September 30, 2026 and 2025 and $ 1,242 1,863 for each of the six nine months ended June September 30, 2026 and 2025, for amortization of this liability. As of June September 30, 2026 and December 31, 2025, the unamortized balance of this liability was $ 26,269 25,648 and $ 27,511 , respectively.
SERVICE PROPERTIES TRUST
Note 8: Indebtedness 7 changes
Our principal debt obligations at June September 30, 2026 were: (1) $ 25,000 of outstanding borrowings under our $ 650,000 revolving credit facility; (2) $ 1,725,000 aggregate outstanding principal amount of senior unsecured notes; (3) (2) $ 1,580,155 aggregate outstanding principal amount of senior secured notes; (4) and (3) $ 1,348,166 1,347,167 aggregate outstanding principal amount of net lease mortgage notes. and (5) $ 45,000 of We had no amounts outstanding borrowings under our $ 45,000 variable funding note, or the VFN. revolving credit facility as of September 30, 2026.
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Interest payable on drawings under our revolving credit facility is based on the secured overnight financing rate, or SOFR, plus a margin ranging from 1.50 % to 3.00 % based on our leverage ratio, as defined in our credit agreement, which was 2.50 % as of September 30, 2026. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of September 30, 2026 and 2025, the annual interest rate payable on borrowings under our revolving credit facility was 6.50 % and 6.74 %, respectively. The weighted average annual interest rate for borrowings under our revolving credit facility was 6.44 % and 6.47 % for the three and nine months ended September 30, 2026, respectively, and 6.96 % and 6.95 % for the three and nine months ended September 30, 2025, respectively. As of both September 30, 2026 and November 2, 2026, we had no amounts outstanding under our revolving credit facility and $ 650,000 available for borrowing.
As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on certain properties. As of September 30, 2026, our revolving credit facility was secured by 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated book value of $ 874,751 .
Our debt agreements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business manager. Our debt agreements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Borrowings under our revolving credit facility are subject to meeting ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. We believe we were in compliance with the terms and conditions of our debt agreements as of September 30, 2026.
Redemption of Senior Unsecured Notes
In January 2026 and May 2026, we redeemed all $ 400,000 of our outstanding 4.95 % senior unsecured notes due 2027 for redemption prices equal to the principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption and a combined make whole premium of $ 1,785 . As a result of the redemptions, we recorded a loss on early extinguishment of debt of $ 2,539 during the nine months ended September 30, 2026, which represented the make whole premiums and the write-off of unamortized discounts and issuance costs related to these notes.
In March 2026, we redeemed all $ 700,000 of our outstanding 8.375 % senior guaranteed unsecured notes due 2029 for a redemption price equal to the principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption and a make whole premium of $ 37,128 . As a result of the redemption, we recorded a loss on early extinguishment of debt of $ 49,697 during the nine months ended September 30, 2026, which represented the make whole premium and the write-off of unamortized discounts and issuance costs related to these notes.
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Note 9: Shareholders' Equity 10 changes
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On April 2, 2026, we issued and sold 95,833,333 common shares ( 479,166,667 common shares prior to giving effect for to the Reverse Share Split), including 12,500,000 common shares ( 62,500,000 common shares prior to giving effect for to the Reverse Share Split) pursuant to the exercise of the underwriters' option to purchase additional shares, at $ 6.00 per share ($ 1.20 per share prior to giving effect for to the Reverse Share Split) in an underwritten public offering. Our net proceeds from this offering were approximately $ 541,798 , after deducting the underwriters' discount and other offering expenses.
On June 11, 2026, in accordance with our Trustee compensation arrangements, we awarded 13,414 of our common shares, valued at $ 8.20 per common share, the closing price of our common shares on Nasdaq on that day, to each of our then seven Trustees as part of their annual compensation.
On September 10, 2026, we awarded under our equity compensation plan an aggregate of 376,595 of our common shares, valued at $ 6.87 per common share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other employees of RMR and certain employees of Sonesta.
On September 15, 2026, in accordance with our Trustee compensation agreements, we awarded 16,541 of our common shares, valued at $ 6.65 per common share, the closing price of our common shares on Nasdaq on that day, in connection with the appointment of a new Independent Trustee as part of her annual compensation.
During the six nine months ended June September 30, 2026, we purchased an aggregate of 9,187 101,772 of our common shares, valued at a weighted average price of $ 8.76 7.00 per common share, from current officers and certain current and former employees of RMR and Sonesta, in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.
During the six nine months ended June September 30, 2026, we declared and paid regular quarterly distributions to common shareholders as follows:
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On July 9, 2026, we declared a regular quarterly distribution to common shareholders of record as of July 20, 2026 of $ 0.05 per share, or approximately $ 6,476 . We expect to pay this distribution on or about August 13, 2026.
Cumulative Other Comprehensive Income (Loss)
Cumulative other comprehensive income (loss) represents our share of Sonesta's other comprehensive income (loss) related to its interest rate cap through our equity method investment. See Notes 7 and 11 for further information regarding this investment.
July 9, 2026 July 20, 2026 August 13, 2026 0.05 6,475
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Note 10: Business and Property Management Agreements with RMR 10 changes
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Six Months Ended June 30,
For the three and six nine months ended June September 30, 2026 and 2025, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:
Financial Statement Three Months Ended June September 30,
Nine Months Ended September 30,
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General and administrative $ 6,517 $ 6,900 $ 12,699 $ 13,830
General and administrative $ 6,432 $ 7,576 $ 19,131 $ 21,406
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Property management fees Net lease operating expenses $ 2,748 2,788 $ 2,110 2,162 $ 5,519 8,307 $ 4,197 6,359
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(1) The net business management fees we recognized for each of the three and six nine months ended June September 30, 2026 and 2025, reflect a reduction of $ 897 896 and $ 1,793 2,689 , respectively, for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.
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Effective January 1, 2026, we amended our business management agreement with RMR to replace the benchmark index used in the calculation of incentive business management fees. Pursuant to this amendment, for periods beginning on or after January 1, 2026, the MSCI U.S. REIT Diversified Index will be used to calculate benchmark returns per share for purposes of determining any incentive business management fee payable to RMR, and for periods ending prior to January 1, 2026, the MSCI U.S. REIT/Hotel & Resort REIT Index will continue to be used.
Based on our common share total return, as defined in our business management agreement, as of June September 30, 2026, no incentive fees are included in the net business management fees we recognized for the three and six nine months ended June September 30, 2026. The actual amount of annual incentive fees for 2026, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2026, and will be payable in January 2027. We did not incur an incentive fee payable to RMR for the year ended December 31, 2025.
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Note 11: Related Person Transactions 3 changes
We have relationships and historical and continuing transactions with Sonesta, RMR, RMR Inc., a holding company which conducts substantially all of its business through RMR, and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees, or our Board, and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher J. Bilotto, our other Managing Trustee and our President and Chief Executive Officer, also serves as an executive officer of RMR Inc. and is an officer and employee of RMR. John G. Murray, our former Managing Trustee and our former President and Chief Executive Officer until March 9, 2025, also served as an officer and employee of RMR until March 31, 2026, and served as a director and president and chief executive officer of Sonesta until March 31, 2026, and will remain was an employee of Sonesta until his retirement on September 30, 2026. Jeffrey C. Leer, an executive vice president of RMR, became a co-chief executive officer of Sonesta, effective April 1, 2026. In addition, each of our other officers serves as an officer of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as a trustee of these public companies and as chair of the boards of certain of these public companies. Other officers of RMR, including certain of our officers, serve as managing trustees or officers of certain of these companies.
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Sonesta is a private company of which Mr. Portnoy, one of our Managing Trustees, is a director and the controlling stockholder. Mr. Murray, our other Managing Trustee until March 9, 2025, was a director and president and chief executive officer of Sonesta until March 31, 2026, and was an employee of Sonesta until his retirement on September 30, 2026. Mr. Leer, an executive vice president of RMR, became a co-chief executive officer of Sonesta, effective April 1, 2026. Sonesta's other director served as one of RMR Inc.'s managing directors, as RMR's and RMR Inc.'s executive vice president, general counsel and secretary and as our Secretary until her resignation from these positions, effective December 31, 2025, in connection with her retirement. Certain other officers and employees of Sonesta are former officers and employees of RMR. RMR also provides certain services to Sonesta. As of June September 30, 2026, we owned 34 % of Sonesta's outstanding shares of common stock and Sonesta managed 68 62 of our hotels. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta.
On April 2, 2026, RMR, our manager, purchased 8,333,333 common shares ( 41,666,666 common shares prior to giving effect for to the Reverse Share Split) in the equity offering at a price equal to the public offering price of $ 6.00 per share ($ 1.20 per share prior to giving effect for to the Reverse Share Split). In addition, Mr. Bilotto, one of our Managing Trustees and our President and Chief Executive Officer, and Brian E. Donley, our Chief Financial Officer and Treasurer, as well as certain of our Trustees, purchased an aggregate of approximately 49,666 common shares ( 248,333 common shares prior to giving effect for to the Reverse Share Split) at the public offering price. As of June September 30, 2026, RMR beneficially owned approximately 6.4 % of our outstanding common shares and Mr. Portnoy, including through ABP Trust, beneficially owned approximately 6.7 6.8 % of our outstanding common shares.
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Note 12: Income Taxes 3 changes
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During the three months ended June September 30, 2026, we recognized income tax benefit expense of $ 132 875 , which includes $ 61 287 of state tax benefit expense and $ 71 588 of foreign tax benefit. expense. During the three months ended June September 30, 2025, we recognized income tax expense of $ 457 253 , which includes $ 147 1 of state tax expense and $ 310 252 of foreign tax expense.
During the six nine months ended June September 30, 2026, we recognized income tax expense of $ 1,049 1,924 , which includes $ 425 712 of state tax expense and $ 624 1,212 of foreign tax expense. During the six nine months ended June September 30, 2025, we recognized income tax expense of $ 1,300 1,553 , which includes $ 500 501 of state tax expense and $ 800 1,052 of foreign tax expense. .
SERVICE PROPERTIES TRUST
Note 13: Segment Information 20 changes
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Three Months Ended September 30,
Net Lease Hotels Total Net Lease Hotels Total
Hotel operating revenues $ — $ 298,379 $ 298,379 $ — $ 377,576 $ 377,576
Rental income 101,141 — 101,141 101,194 — 101,194
Total revenues 101,141 298,379 399,520 101,194 377,576 478,770
Room expenses — 74,648 74,648 — 105,891 105,891
Food and beverage expenses — 40,178 40,178 — 41,552 41,552
Management fees 2,788 10,520 13,308 2,162 14,204 16,366
Real estate taxes and insurance 875 21,127 22,002 710 30,665 31,375
Other operating expenses (1)
Depreciation and amortization 31,702 40,450 72,152 34,155 40,298 74,453
Other segment items (2)
Segment profit (loss) 36,414 ( 52,142 ) ( 15,728 ) 47,206 6,909 54,115
Reconciliation of segment profit or loss:
General and administrative
Transaction related costs
Interest expense ( 61,405 ) ( 95,365 )
Loss on early extinguishment of debt, net ( 335 ) ( 529 )
Income tax expense ( 875 ) ( 253 )
Equity in earnings of an investee 244 1,600
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Note 14: Fair Value of Assets and Liabilities 10 changes
The table below presents certain of our assets carried at fair value at June September 30, 2026, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
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(1) We recorded impairment charges totaling $ 208,368 during the six months ended June 30, 2026, to reduce the carrying value of 13 hotels and two net lease properties owned as of June 30, 2026 in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 3,230 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).
(2) We recorded impairment charges totaling $ 202 during the six months ended June 30, 2026, to reduce the carrying value of four net lease properties owned as of June 30, 2026 in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 76 , based on brokers' opinions of values (Level 3 inputs as defined in the fair value hierarchy under GAAP).
(1) The Level 2 fair value measurements presented in the table included nine hotels and five net lease properties classified as held for sale as of September 30, 2026, and were based on negotiated sales prices with third-party buyers. During the nine months ended September 30, 2026, we recognized impairment charges of $ 180,175 to reduce the carrying value of these properties to their estimated fair value less costs to sell. Estimated costs to sell totaled $ 2,444 .
(2) The Level 3 fair value measurements presented in the table included one net lease property classified as held for sale as of September 30, 2026, and was based on brokers' opinions of values. During the nine months ended September 30, 2026, we recognized impairment charges of $ 166 to reduce the carrying value of this property to its estimated fair value less costs to sell. Estimated costs to sell was $ 50 .
In addition to the assets included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, VFN, net lease mortgage notes, senior notes and security deposits. At June September 30, 2026 and December 31, 2025, the fair values of these financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short-term nature or floating interest rates, except as follows:
June September 30, 2026 December 31, 2025
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Senior Secured Notes, due 2027 at zero coupon 522,798 537,926 533,897 542,636 501,256 524,263
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Total financial liabilities $ 4,509,037 4,525,438 $ 4,573,899 4,466,713 $ 5,289,428 (1) Carrying value includes unamortized discounts, premiums and certain debt issuance costs.
At June September 30, 2026 and December 31, 2025, we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). At June September 30, 2026 and December 31, 2025, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement dates (Level 3 inputs). As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value.
MD&A 445 changes
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We are a REIT organized under the laws of the State of Maryland. As of June September 30, 2026, we owned 838 827 properties in 46 states, the District of Columbia, Canada and Puerto Rico. Our strategy continues to focus on reducing debt, transitioning to a company with the majority of our properties being service-focused retail net lease properties through the growth of our net lease portfolio and improving the performance of the hotels we expect to retain.
Leases and Management Agreements . At June September 30, 2026, we owned 745 740 service-focused retail properties with an aggregate of 13,553,509 13,542,332 square feet leased to 185 188 tenants subject to "triple net" leases, where the tenants are generally responsible for the payment of operating expenses and capital expenditures. At June September 30, 2026, we also owned 93 87 hotels managed by four operators. We leased all of these hotels to our wholly owned TRSs that are managed by hotel operating companies as of that date. Our condensed consolidated statements of comprehensive income (loss) include rental income and net lease operating expenses from our net lease properties and hotel operating revenues and hotel operating expenses of our managed hotels.
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Significant Events. During 2025, we sold 112 hotels containing a total of 14,631 keys for a combined sales price of $858,752, excluding closing costs. During the six nine months ended June September 30, 2026, we sold one hotel seven hotels containing 133 a total of 1,346 keys for gross proceeds a combined sales price of $7,100, $73,200, excluding closing costs. We also sold one eight additional hotel containing 133 keys for gross proceeds of $18,350 in July 2026. As of August 3, 2026, we were under agreement to sell 12 hotels with containing a total of 2,328 1,509 keys for a combined sales price of $77,350, excluding closing costs. $50,600 in October 2026. As of November 2, 2026, we are also at various stages of negotiating or marketing the for sale of two additional hotels containing a total of 561 795 keys.
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Net Lease Portfolio . Our net lease properties were 96.6% 97.6% occupied as of June September 30, 2026 with a weighted (by annual minimum rent) average lease term of 7.1 7.0 years, operating under 140 141 brands in 21 distinct industries. TA is our largest tenant and as of June September 30, 2026, leased 175 of our travel centers under five master leases that expire in 2033 and require annual minimum rents of $269,547. In addition, TA receives an annual credit of $25,000 as a result of prepaid rent. BP Corporation North America Inc. guarantees payment under the TA leases, subject to a cap. We use a variety of operating and other information to evaluate the financial condition and operating performance of our net lease portfolio, including the lease structure, credit evaluations, tenants' payment history and net lease rent coverage metrics as defined below. Our net lease portfolio is diverse geographically in service-focused and necessity-based industries, by brand concepts and tenants. We believe this diversification may help mitigate the impact of macroeconomic factors.
Hotel Portfolio. Lodging industry fundamentals have been generally favorable in 2026, supported by strengthening leisure travel and group demand and improving business transient demand. During the six nine months ended June September 30, 2026, the U.S. hotel industry generally realized increases in average daily rate, or ADR, and in revenue per available room, or RevPAR, compared to the corresponding 2025 period. Our comparable hotels produced increases in ADR and RevPAR, which we believe is are partially a result of renovation disruption in the 2025 period. In addition to the macroeconomic factors noted above, ADR, occupancy and RevPAR performance are dependent on the continued success of our hotels' brands and our hotel operators. While we do not operate our hotel properties, our asset management team and our executive management team monitor and work with our hotel managers by conducting regular revenue, sales, and financial performance reviews and also perform in-depth on-site reviews focused on ongoing operating margin improvement initiatives.
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Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
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No. of hotels 78 84 (6) 78 84 (6)
No. of rooms or suites 18,088 19,942 (1,854) 18,088 19,942 (1,854)
Occupancy 72.7 % 69.0 % 3.7 pts 67.9 % 62.9 % 5.0 pts
ADR $ 184.96 $ 175.89 5.2 % $ 182.39 $ 175.02 4.2 %
RevPAR $ 134.53 $ 121.30 10.9 % $ 123.83 $ 110.15 12.4 %
No. of hotels 15 116 (101) 15 116 (101)
No. of rooms or suites 3,022 15,159 (12,137) 3,022 15,159 (12,137)
Occupancy 64.7 % 69.5 % (4.8) pts 56.7 % 63.6 % (6.9) pts
ADR $ 124.33 $ 107.75 15.4 % $ 114.65 $ 145.67 (21.3) %
RevPAR $ 80.43 $ 74.94 7.3 % $ 65.01 $ 92.63 (29.8) %
No. of hotels 93 200 (107) 93 200 (107)
No. of rooms or suites 21,110 35,101 (13,991) 21,110 35,101 (13,991)
Occupancy 71.6 % 69.2 % 2.4 pts 66.3 % 63.6 % 2.7 pts
ADR $ 177.11 $ 146.32 21.0 % $ 174.09 $ 145.67 19.5 %
RevPAR $ 126.78 $ 101.27 25.2 % $ 115.40 $ 92.63 24.6 %
(1) Exit Hotels represents one hotel sold in July 2026 and 14 hotels managed by Sonesta that are currently under agreement or being marketed for sale.
No. of hotels 87 160 (73) 87 160 (73)
No. of rooms or suites 19,897 29,536 (9,639) 19,897 29,536 (9,639)
Occupancy 71.8 % 68.9 % 2.9 pts 68.4 % 65.9 % 2.5 pts
ADR $ 171.03 $ 145.50 17.5 % $ 174.99 $ 149.11 17.4 %
RevPAR $ 122.81 $ 100.25 22.5 % $ 119.67 $ 98.22 21.8 %
(1) Includes the results of hotels owned as of the end of the periods presented.
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Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
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Occupancy 72.7 % 70.3 % 2.4 pts 67.9 % 64.5 % 3.4 pts
ADR $ 184.96 $ 179.38 3.1 % $ 182.39 $ 179.47 1.6 %
RevPAR $ 134.53 $ 126.16 6.6 % $ 123.83 $ 115.69 7.0 %
Occupancy 64.7 % 62.7 % 2.0 pts 56.7 % 56.3 % 0.4 pts
ADR $ 124.33 $ 121.83 2.1 % $ 114.65 $ 113.15 1.3 %
RevPAR $ 80.43 $ 76.38 5.3 % $ 65.01 $ 63.73 2.0 %
Occupancy 71.6 % 69.2 % 2.4 pts 66.3 % 63.3 % 3.0 pts
ADR $ 177.11 $ 171.92 3.0 % $ 174.09 $ 171.02 1.8 %
RevPAR $ 126.78 $ 119.03 6.5 % $ 115.40 $ 108.25 6.6 %
(1) Exit Hotels represents one hotel sold in July 2026 and 14 hotels managed by Sonesta that are currently under agreement or being marketed for sale.
No. of hotels 78 78 77 77 — 78 78 77 77 —
No. of rooms or suites 18,088 18,088 17,593 17,593 — 18,088 18,088 17,593 17,593 —
Occupancy 72.6 % 69.3 % 3.3 pts 69.4 % 66.0 % 3.4 pts
ADR $ 176.95 $ 171.08 3.4 % $ 181.28 $ 177.25 2.3 %
RevPAR $ 128.38 $ 118.53 8.3 % $ 125.75 $ 116.94 7.5 %
No. of hotels 15 15 10 10 — 15 15 10 10 —
No. of rooms or suites 3,022 3,022 2,304 2,304 — 3,022 3,022 2,304 2,304 —
Occupancy 66.1 % 63.2 % 2.9 pts 60.9 % 60.3 % 0.6 pts
ADR $ 121.42 $ 124.55 (2.5) % $ 120.21 $ 120.64 (0.4) %
RevPAR $ 80.25 $ 78.76 1.9 % $ 73.21 $ 72.72 0.7 %
No. of hotels 93 93 87 87 — 93 93 87 87 —
No. of rooms or suites 21,110 21,110 19,897 19,897 — 21,110 21,110 19,897 19,897 —
Occupancy 71.8 % 68.6 % 3.2 pts 68.4 % 65.3 % 3.1 pts
ADR $ 171.03 $ 166.11 3.0 % $ 174.99 $ 171.20 2.2 %
RevPAR $ 122.81 $ 113.93 7.8 % $ 119.67 $ 111.82 7.0 %
(1) Exit Hotels represents eight hotels sold in October 2026, as well as one hotel managed by Sonesta and one hotel managed by IHG that are currently in various stages of being sold.
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Three Months Ended June September 30, 2026 Compared to Three Months Ended June September 30, 2025
Three Months Ended June September 30,
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Hotel operating revenues $ 320,071 $ 404,405 $ (84,334) (20.9) %
Rental income 100,903 99,031 1,872 1.9 %
Total revenues 420,974 503,436 (82,462) (16.4) %
Hotel operating expenses 264,654 328,913 (64,259) (19.5) %
Net lease operating expenses 6,046 5,439 607 11.2 %
Depreciation and amortization - hotels 43,718 38,454 5,264 13.7 %
Depreciation and amortization - net lease properties 33,365 36,576 (3,211) (8.8) %
Total depreciation and amortization 77,083 75,030 2,053 2.7 %
General and administrative 11,093 10,218 875 8.6 %
Transaction related costs 463 1,345 (882) (65.6) %
Loss on asset impairment 189,097 17,654 171,443 n/m
Total expenses 548,436 438,599 109,837 25.0 %
Loss on sale of real estate, net (383) (156) (227) 145.5 %
Interest income 1,165 822 343 41.7 %
Interest expense (87,655) (102,679) 15,024 (14.6) %
Loss before income tax benefit (expense) and equity in losses of an investee (223,718) (37,176) (186,542) n/m
Income tax benefit (expense) 132 (457) 589 (128.9) %
Equity in losses of an investee (252) (526) 274 (52.1) %
Net loss $ (223,838) $ (38,159) $ (185,679) n/m
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and 365 more changes in the filing
Market risk 20 changes
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At June September 30, 2026, our outstanding fixed rate debt consisted of the following:
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Net lease mortgage notes 603,675 603,186 5.600 % 33,806 33,778 2028 Monthly
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Net lease mortgage notes 744,491 743,981 5.960 % 44,372 44,341 2031 Monthly
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No principal repayments are due under our senior unsecured or secured senior notes until maturity. Our net lease mortgage notes require principal and interest payments through maturity pursuant to amortization schedules. Our $580,155 senior secured notes due 2027 require no cash interest to accrue prior to maturity and will accrete at a rate of 7.50% per annum compounded semi-annually on March 30 and September 30 of each year, such that the accreted value will equal the principal amount at maturity. Because certain notes require interest at fixed rates, changes in market interest rates during the term of these debts will not affect our interest obligations. If these notes were refinanced at interest rates which are one percentage point higher than the rates shown above, our per annum interest cost would increase by approximately $40,732, $40,722, which amount excludes $580,155 of our senior secured notes due 2027 as no interest is due until maturity. Changes in market interest rates would affect the fair value of our fixed rate debt obligations; increases in market interest rates decrease the fair value of our fixed rate debt while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at June September 30, 2026 and discounted cash flows analyses through the respective maturity dates, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligations, a hypothetical immediate one percentage point change in interest rates would change the fair value of those debt obligations by approximately $131,973, $122,416, which amount excludes $580,155 of our senior secured notes due 2027 as no interest is due until maturity.
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The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense at June 30, 2026:
Impact of Increase in Interest Rates
Interest Rate Per Year (1)
Outstanding Debt Total Interest Expense Per Year Annual Per Share Impact (2)
At June 30, 2026 5.82 % $ 70,000 $ 4,074 $ 0.05
One percentage point increase 6.82 % $ 70,000 $ 4,774 $ 0.06 (1) Based on SOFR plus a premium, which was 275 basis points per annum for our revolving credit facility and 175 basis points per annum for the VFN, as of June 30, 2026. Interest rate is weighted based on amounts outstanding.
(2) Based on diluted weighted average common shares outstanding for the six months ended June 30, 2026.
As of June September 30, 2026, we had $25,000 no amounts outstanding under our revolving credit facility. and $45,000 outstanding under The VFN. The maturity date of our revolving credit facility is June 29, 2027, and, subject to our meeting certain conditions, including our payment of an extension fee, we have an option to extend the stated maturity date of the facility by two six-month periods. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year. No principal repayments are required under our revolving credit facility or the VFN prior to maturity and repayments may be made and redrawn subject to conditions at any time without penalty.
Borrowings under our revolving credit facility and the VFN are in U.S. dollars and require interest to be paid at a rate of SOFR plus premiums. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates, specifically SOFR. In addition, upon renewal or refinancing of our revolving credit facility, and the VFN, we are vulnerable to increases in interest rate premiums due to market conditions or our perceived credit characteristics. Generally, a change in interest rates would not affect the value of this floating rate debt but would affect our operating results.
The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense at June September 30, 2026 if we were fully drawn on our revolving credit facility: and the VFN:
4 unchanged paragraphs
At June 30, 2026 6.37 % $ 695,000 $ 44,272 $ 0.55
At September 30, 2026 6.50 % $ 650,000 $ 42,250 $ 0.43
One percentage point increase 7.37 7.50 % $ 695,000 650,000 $ 51,222 48,750 $ 0.63 0.50 (1) Based on SOFR plus a premium, which was 275 250 basis points per annum for our revolving credit facility, and 175 basis points per annum for the VFN, as of June September 30, 2026. Interest rate is weighted based on amounts outstanding.
(2) Represents the maximum amount available under our revolving credit facility. and the VFN.
(3) Based on diluted weighted average common shares outstanding for the six nine months ended June September 30, 2026.
The foregoing tables show table shows the impact of an immediate change in floating interest rates as of June September 30, 2026. If interest rates were to change gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amounts under our revolving credit facility the VFN or other floating rate debt, if any. Although we have no present plans to do so, we may in the future enter into hedge arrangements from time to time to mitigate our exposure to changes in interest rates.
Controls and procedures 4 changes
1 unchanged paragraph
There have been no changes in our internal control over financial reporting during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
1 unchanged paragraph
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "will," "may" and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: economic and market conditions and their potential impacts on us, our tenants and our hotel managers; expectations regarding demand for corporate travel and lodging; the sufficiency of our liquidity; our liquidity needs, sources and expected uses; our capital expenditure plans and commitments; our ability to incur additional debt; our expectations concerning the extension, amendment, replacement or refinancing of our revolving credit facility; our continued focus on reducing debt; our transition to a company with the majority of our properties being service-focused retail net lease properties through the growth of our net lease portfolio and improving the performance of the Retained Hotels; our pending or potential property dispositions; and the amount and timing of future distributions.
6 unchanged paragraphs
• Our ability to extend, amend, replace or refinance our revolving credit facility,
1 unchanged paragraph
• Our ability to maintain sufficient liquidity, including the availability of borrowings under our revolving credit facility, and the VFN,
25 unchanged paragraphs
Unregistered sales of stock 8 changes
Issuer purchases of equity securities. The following table provides information about our purchases of our equity securities during the quarter ended June September 30, 2026:
2 unchanged paragraphs
April 1, 2026 - April 30, 2026 254 $ 6.35 — $ —
June 1, 2026 - June 30, 2026 5,822 8.20 — —
Total 6,076 $ 8.12 — $ —
July 1, 2026 - July 31, 2026 11,416 $ 8.41 — $ —
September 1, 2026 - September 30, 2026 81,169 6.61 — —
Total 92,585 $ 6.82 — $ —
(1) These common share withholdings and purchases were made to satisfy tax withholding and payment obligations from certain officers and certain current and former employees of RMR and Sonesta in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.
Exhibits 7 changes
17 unchanged paragraphs
10.3 Service Properties Trust Third Amended and Restated 2012 Equity Compensation Plan (Incorporated by reference to the Company's Current Report on Form 8-K filed on June 12, 2026.)
10.3 Omnibus Amendment of Hotel Management Agreements, dated as of September 25, 2026, by and among certain subsidiaries of Sonesta International Hotels Corporation named therein as operators and certain subsidiaries of the Company named therein as owners. (Filed herewith.)
10.4 Form of Indemnification Agreement. (Filed herewith.)
16 unchanged paragraphs
Dated: August 5, 2026
Dated: November 4, 2026
3 unchanged paragraphs
Dated: August 5, 2026
Dated: November 4, 2026
Unchanged: Risk factors
Compared by code from the two filings' text and XBRL. Not advice.
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