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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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

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Filed by the Registrant

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Filed by a Party other than the Registrant

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

Service Properties Trust

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

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

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Notice of 2024 Annual Meeting
of Shareholders and Proxy Statement

[MISSING IMAGE: lg_serviceprotrust-pn.jpg]

Friday, June 14, 2024 at 9:30 a.m., Eastern time

Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/SVC2024

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LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES

Dear Fellow Shareholders:

Please join us for our 2024 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Friday, June 14, 2024. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while reducing the cost and environmental impact of our annual meeting.

In 2023, the lodging industry started strong but ended with moderating demand and increasing operating costs. In our hotel portfolio, we ended 2023 with a moderate top line decline as year over year comparable ADR growth was offset by reduced occupancy, leading to a REVPAR decline of 2.2% and reduced EBITDA. We continue to use this recovery period to thoughtfully invest capital into our hotels, which we expect will lead to improved performance when market conditions improve and an attractive return on our investment.

In 2023, we amended our leases with SVC’s largest tenant, TravelCenters of America (TA), upon BP p.l.c.’s (BP) acquisition of TA. As part of the transaction, we negotiated new 10 year leases with increased rents and 2% annual increases and with 50 years of extension options. We also enhanced the credit quality of our tenant by procuring a lease guaranty from BP, an A-rated guarantor. Upon closing of the acquisition, SVC received $379 million of cash from the sale of SVC’s TA shares, trademarks and prepaid rents.

We ended 2023 with a portfolio of 752 service-oriented net leased properties, including our TA leased properties, which represents 45% of our portfolio by investment. At year end, our net leased portfolio was 97.1% leased with a weighted average lease term of 8.8 years and only 2.1% of our net lease minimum rent agreements scheduled to expire before year end 2024. Aggregate coverage of our net lease portfolio’s minimum rents was 2.46 times on a trailing 12 month basis as of year end.

We also completed three significant financings during 2023 totaling over $2.3 billion. One was a $610.2 million asset-backed securitization used to redeem existing notes that were due in June 2023. The second was a $1 billion senior secured note transaction with the proceeds used to redeem all of our outstanding 2024 debt maturities. The third was entering into a new $650 million secured revolving credit facility.

We continue to monitor changing events and circumstances with an eye to managing for the global good, mitigating the negative impact of the pandemic on our business and best positioning us for stability and recovery. We take seriously our role in the oversight of our Company’s long term business strategy, which we believe is the best path to long term value creation for our shareholders.

We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.

April 3, 2024

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

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS OF SERVICE PROPERTIES TRUST

	Location: Live Webcast Accessible at https://www.virtualshareholder meeting.com/SVC2024 Date: Friday, June 14, 2024 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 2024 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 25, 2024 (the “Record Date”).
				Attending Our 2024 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. Shareholders will be able to listen, vote and submit questions during our 2024 Annual Meeting. In order to attend and participate in our 2024 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern time, on June 13, 2024. • 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 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2024 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 2024 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2024 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 nominee included with these proxy materials, or contact your bank, broker or nominee to request a control number if needed.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Trustees, Jennifer B. Clark Secretary April 3, 2024

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	PLEASE VOTE			1
	PROXY SUMMARY			2
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			4
	Review of Corporate Governance Policies and Shareholder Engagement			4
	Board Composition, Expansion and Refreshment			4
	Process for Selecting Trustees			5
	ISG Corporate Governance Framework			5
	Shareholder Engagement and Outreach			6
	Sustainability			6
	Key Responsibilities of Our Board			16
	Our Board’s Role in Oversight of Risk Management			16
	Trustee Independence			17
	Executive Sessions of Independent Trustees			18
	Board Leadership Structure			18
	Lead Independent Trustee			18
	Code of Business Conduct and Ethics and Committee Governance			19
	Environmental, Social and Governance Policies			19
	Prohibition on Hedging			19
	Recommendations for Trustees			20
	Communications with Our Board			20
	Shareholder Nominations and Other Proposals			20
	PROPOSAL 1: ELECTION OF TRUSTEES			22
	Board Diversity Matrix			23
	Trustee Nominees to be Elected at Our 2024 Annual Meeting			25
	Executive Officers			33
	BOARD COMMITTEES			34
	Audit Committee			34
	Compensation Committee			34
	Nominating and Governance Committee			34
	BOARD MEETINGS			35
	TRUSTEE COMPENSATION			35
	Compensation of Trustees			35
	Trustee Share Ownership Guidelines			35
	Fiscal Year 2023 Trustee Compensation			36
	OWNERSHIP OF OUR EQUITY SECURITIES			37
	Trustees and Executive Officers			37
	Principal Shareholders			38
	PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			39
	COMPENSATION DISCUSSION AND ANALYSIS			40
	Compensation Overview			40
	Compensation Philosophy			42
	Overview of 2023 Compensation Actions			43
	Analysis of 2023 Awards under the Share Award Plan			43
	Frequency of Say on Pay			44
	REPORT OF OUR COMPENSATION COMMITTEE			46
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			46
	EXECUTIVE COMPENSATION			47
	Summary Compensation Table			47
	2023 Grants of Plan Based Awards			48

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	2023 Outstanding Equity Awards at Fiscal Year End			48
	2023 Stock Vested			49
	Potential Payments upon Termination or Change in Control			49
	Pay Ratio			49
	Pay Versus Performance			50
	PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			53
	Audit Fees and All Other Fees			53
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			54
	Other Information			54
	REPORT OF OUR AUDIT COMMITTEE			55
	FREQUENTLY ASKED QUESTIONS			56
	RELATED PERSON TRANSACTIONS			61
	OTHER INFORMATION			62
	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 2024 annual meeting of shareholders. To provide all of our shareholders an opportunity to participate in our 2024 annual meeting, our 2024 annual meeting will be held virtually via live webcast on Friday, June 14, 2024, at 9:30 a.m., Eastern time, subject to any postponements or adjournments (the “2024 Annual Meeting”). We are first making these proxy materials available to shareholders on or about April 3, 2024.

Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on March 25, 2024, the Record Date for our 2024 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held as of the close of business on the Record Date. Our Common Shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”). At the close of business on March 25, 2024, there were approximately 165,768,058 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 2024 ANNUAL MEETING TO BE HELD ON FRIDAY, JUNE 14, 2024.
		The Notice of 2024 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2023 are available at www.proxyvote.com.

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PLEASE VOTE

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

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL	MORE INFORMATION	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	Page 22	✓ FOR	Majority of all votes cast
2 Advisory vote to approve executive compensation*	Page 39	✓ FOR	Majority of all votes cast
3 Ratification of independent auditors*	Page 53	✓ 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 13, 2024 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 13, 2024 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
	by mail			Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

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

PLEASE VISIT: www.proxyvote.com

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

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

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To register in advance to attend our 2024 Annual Meeting.

2024 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 25, 2024, the Record Date for our 2024 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 1)

You can vote by any of the following methods:

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

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

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Electronically at our 2024 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2024 Annual Meeting if they have a legal proxy.

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 22, 39 and 53)

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.

2024 Proxy Statement

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PROPOSAL 1: ELECTION OF TRUSTEES (Page 22)

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Laurie B. Burns, Robert E. Cramer, Donna D. Fraiche, John L. Harrington, William A. Lamkin and Rajan C. Penkar as Independent Trustees and John G. Murray and Adam D. Portnoy as Managing Trustees. Presented below is the expected composition of our Board immediately following our 2024 Annual Meeting, assuming the election of the Trustee nominees.

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

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Page 39)

COMPENSATION DISCUSSION AND ANALYSIS (Page 40)

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 53)

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CORPORATE GOVERNANCE PRINCIPLES
AND BOARD MATTERS

Review of Corporate Governance Policies and Shareholder Engagement

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

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since 2020, added three new Independent Trustees to our Board as part of our Board refreshment plan and increased the size of our Board to eight members and the percentage of our Board comprised of Independent Trustees to 75%;

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

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conducted an annual shareholder outreach and engaged with shareholders who hold approximately 64% of our Common Shares;

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

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

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

We appreciate your support on these initiatives.

Board Composition, Expansion and Refreshment

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

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identifying and evaluating potential trustee candidates;

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

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

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assisting in attracting and vetting candidates.

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Process for Selecting Trustees

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

ISG Corporate Governance Framework

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

ISG Principle			Our Practice
Principle 1: Boards are accountable to shareholders.			• All of our Trustees stand for annual election. • We adopted a proxy access bylaw.
Principle 2: Shareholders should be entitled to voting rights in proportion to their economic interest.			• We do not have a dual class structure; each shareholder gets one vote per share.
Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives.			• In 2023, we had a proactive shareholder outreach and had active engagements with shareholders owning approximately 64% 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.

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ISG Principle			Our Practice
Principle 5: Boards should adopt structures and practices that enhance their effectiveness.			• 75% of Board members are independent. • Our Board is comprised of 25% women and 25% members of underrepresented communities. • We have an active Board refreshment plan, including an ongoing engagement with an executive search and consulting firm to identify and evaluate candidates to expand and refresh our Board; three new Independent Trustees have joined our Board since 2020. • Our Trustees then in office attended at least 75% of all Board and applicable committee meetings in 2023, and each of our Trustees then in office attended the 2023 annual meeting of shareholders.
Principle 6: Boards should develop management incentive structures that are aligned with the long term strategy of the company.			• Our Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies. • Although we do not pay any cash compensation directly to our officers and have no employees, we have adopted the Amended and Restated 2012 Equity Compensation Plan (the “Share Award Plan”) to reward our named executive officers and other officers and employees of RMR and Sonesta International Hotels Corporation (“Sonesta”) who provide services to us or our taxable real estate investment trust (“REIT”) subsidiary and to align their interests with those of our shareholders. • RMR’s compensation is tied to our performance.

Shareholder Engagement and Outreach

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

Sustainability

Overview. Our business strategy incorporates a focus on sustainable approaches to operating our properties in a manner that benefits our shareholders, tenants and the communities in which we are located. As a REIT, we are prohibited by tax law from operating our hotel properties and all of our other properties are leased to third parties that assume operating responsibilities for their properties and, as a result, we have limited opportunities to influence operational efficiencies at our properties. However, we encourage our managers and 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.

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

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

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

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initiated programs at hotels to reduce energy and water use;

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

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

○

installed electric car charging stations at some of our hotels.

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

RMR employs approximately 1,100 real estate professionals across the United States. 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 and by the Environmental Protection Agency (the “EPA”) as an “ENERGY STAR Partner of the Year, Sustained Excellence.” In 2021, RMR received the Excellence Award from the Institute of Real Estate Management, In 2020, RMR was recognized by the Boston Business Journal as the “Fastest Growing Middle Market Company in Massachusetts,” and by Commercial Property Executive as 9th in its list of Top Commercial Property Management Companies.

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

○

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

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

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

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

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Analyst Accelerator Internship Program: RMR’s Analyst Accelerator Internship Program is designed to attract early career talent to our industry from backgrounds underrepresented in

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

○

Next Generation Executive Program: From 2021 through 2023, RMR sponsored eight rising leaders in The Partnership, Inc.’s Next Generation Executive Program (“NGE”). Admission to NGE is highly competitive and limited to a select group of America’s most promising multicultural leaders. The program prepares future leaders to meet the unique challenges facing today’s senior executive. Program areas include strategic innovation, organizational change, operating in a global market, team leadership and executive resiliency.

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

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

○

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

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

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Training & Development: Sonesta strives to help its employees grow and develop into the best they can be by offering training courses and professional development programs. Elevate, Sonesta’s most popular program, is an interactive apprenticeship for rising hotel professionals. This program is made possible by Sonesta’s partnership with the American Hotel and Lodging Association (“AHLA”). Sonesta “apprentices” are matched with Sonesta mentors to cultivate key skills in its future leaders. Using the AHLA’s Apprenticeship Program as a base, apprentices leverage AHLA materials and Sonesta mentor knowledge to complete the “Lodging Manager” competency checklist. Sonesta has had over 100 apprentices and mentors in the first two cohorts of the program, with over 60% being either female or non-white.

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

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Corporate Citizenship: We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties through our policies and charitable giving. Our managers

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regularly encourage employees to engage in a variety of charitable and community programs, including participation in company-wide service days and a charitable giving matching program.

•

Diversity & Inclusion: We value a diversity of backgrounds, experience and perspectives. Our Board is comprised of 25% women and 25% members of underrepresented communities. We have no employees of our own but our manager, RMR, is an equal opportunity employer with all qualified applicants receiving consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status. Our hotel managers are committed to racial equality and fostering a culture of diversity and inclusion.

As of December 31, 2023, 41% and 32% of RMR’s employees were female and non-white, respectively.

(1)

RMR uses EEO Ethnicity and Race Categories to estimate the diversity of its workforce. EEO Ethnicity and Race Categories include Asian, Black or African American, Hispanic or Latino, American Indian or Alaskan Native, Native Hawaiian or other Pacific Islander, or multiracial background.

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

As of December 31, 2023, 54% and 72% of Sonesta’s employees were female and non-white, respectively.

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Sonesta uses EEO Ethnicity and Race Categories to estimate the diversity of its workforce. EEO Ethnicity and Race Categories include Asian, Black or African American, Hispanic or Latino, American Indian or Alaskan Native, Native Hawaiian or other Pacific Islander, or multiracial background

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Culture and Employee Engagement: We believe an inclusive workplace positions RMR to achieve extraordinary results for our company. RMR strives to create a collaborative workplace that motivates talented people to contribute their best work and ideas. The root of RMR’s collaborative

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and innovative culture is a workplace that welcomes diverse perspectives and experiences. To ensure the strength of its workplace, RMR:

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

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

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

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87% of RMR’s employees said RMR motivated them to give their best work.

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85% feel their manager helps them learn and grow.

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

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

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

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

For the following disclosures, our properties are reported in two operating segments, Hotel and Net Lease, 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, 2023, 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, 2022.

In 2020 and 2021 the COVID-19 pandemic, along with local, state and Federal social distancing recommendations, created an environment of reduced building utilization. This lower property utilization remains evident in the presented sustainability metrics below. It is our expectation that, in a post-pandemic environment as businesses return to normal and our property utilization improves, the energy and water consumption of our properties will increase above 2022 or 2023 levels.

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

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

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Centralized utility bill processing and payment system;

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ENERGY STAR® benchmarking (hotel properties);

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Real-time energy monitoring (hotel properties);

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Light Emitting Diodes lighting upgrades; and

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Energy performance review for end-of-life HVAC equipment replacements.

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.

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Sections II, III, IV and V below provide SASB-aligned energy-related metrics.

II.

Energy consumption data coverage as a percentage of total floor area, by property subsector (SASB Accounting Metric Code: IF-RE-130a.1).

The following illustrates energy data available as compared to the total population of our properties, by subsector.

The energy data for all Hotel properties is managed directly by third party operators. Hotel energy data that is shared with us is reported in these SASB Accounting Metrics. Net Lease energy data consists of vacant Net Lease properties where energy is managed by RMR.

III.

Total energy consumed in gigajoules (“GJ”) by portfolio area with data coverage, percentage grid electricity and percentage renewable, by subsector (SASB Accounting Metric Codes: IF-RE-130a.2).

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None, or 0%, of the renewable energy consumed was directly purchased through power purchase agreements or by other explicit contractual means.

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IV.

Same Property percentage change in energy consumption for the portfolio area with data coverage, by subsector (SASB Accounting Metric Code: IF-RE-130a.3).

Same Property energy data coverage includes 80% and 84% of the total 2023 reported energy data for Hotel and Net Lease, respectively. Energy data is reported where available for both 2022 and 2023 comparison periods.

Percentage of eligible portfolio that (i) has obtained an energy rating and (ii) is certified to ENERGY STAR® (SASB Accounting Metric Code: IF-RE-130a.4).

58.5% of our Hotel properties are eligible to earn an ENERGY STAR® certification based on size, use profile and occupancy profile requirements established by the EPA. 61.4% of eligible Hotel properties are rated and 2.7% are certified. Energy ratings and certifications are performed using the EPA’s Portfolio Manager online benchmarking tool. 0% of Net Lease properties with energy data coverage are eligible for an energy rating. None of the Net Lease properties with energy data coverage are rated or certified.

VI.

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

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.

Sections VII, VIII and IX below provide SASB-aligned water-related metrics.

VII.

Water withdrawal data coverage as a percentage of total floor area and percentage in regions with High or Extremely High Baseline Water Stress (“BWS”) (SASB Accounting Metric
Code: IF-RE-140a.1).

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The water data for all Hotels is managed directly by third party operators. Hotel water data that is shared with us is reported in these SASB Accounting Metrics. Net Lease water data consists of vacant Net Lease properties where water is managed by RMR. 0% of Net lease covered water data is located in areas of high or extremely high BWS.

Baseline Water Stress, as defined by the World Resources Institute (“WRI”), measures total annual water withdrawals (municipal, industrial, and agricultural) expressed as a percent of the total annual available flow. Higher values indicate more users are competing for available resources. Baseline Water Stress is evaluated by property using the WRI Aqueduct tool.

VIII.

Total water withdrawn by portfolio area with data coverage and percentage in regions with High or Extremely High Baseline Water Stress, by subsector (SASB Accounting Metric Code: IF-RE-140a.2).

0% of Net Lease withdrawn water is located in areas of high or extremely high BWS.

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IX.

Same Property percentage change in water withdrawn for portfolio area with data coverage, by subsector (SASB Accounting Metric Code: 140a.3).

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

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 21.1 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.

XI.

Area of properties located in FEMA Special Flood Hazard Areas or foreign equivalent, by property subsector (SASB Accounting Metric Code: IF-RE-450a.1).

There are 747,882 square meters of Hotel properties and 1,482 square meters of Net Lease properties in FEMA Special Flood Hazard Areas.

XII.

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

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 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

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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. 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 sixth assessment Representative Concentration Pathways 8.5, 2.6, and 4.5, 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. • On-site 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.

XIII. SASB Activity Metrics.

Code	Activity Metric	Value
IF-RE-000.A	Number of assets	Hotels: 221 Net Lease Retail: 752

IF-RE-000.B	Leasable floor area (square meters)	Hotels: 2,368,326 Net Lease Retail: 1,239,435

IF-RE-000.C	Percentage of indirectly managed assets	Hotels: 100% Net Lease Retail: 98.9%

IF-RE-000.D	Average occupancy rate	Hotels: 62.5% Net Lease Retail: 96.3%

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Key Responsibilities of Our Board

Oversight of Strategy

Oversight of Risk

Succession Planning

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Our Board oversees and monitors strategic planning.

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

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

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Our Board oversees risk management.

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

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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 senior executive positions.

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

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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 considered in virtually every business decision and as part of our 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 members of our internal audit group 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:

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reports on market and industry conditions;

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operating and regulatory compliance reports;

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financial reports;

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reports on risk management and our ESG activities and initiatives;

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regulatory and legislative updates that may impact us;

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

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legal proceeding updates and reports on other business related matters.

SEC Form DEF 14A filed by Service Properties Trust