Service Properties Trust filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
In this Current Report on Form 8-K, the terms “we”, “our” and “us” refer to Service Properties Trust.
| Item 8.01. | Other Events. |
On January 1, 2026, we and The RMR Group LLC, or RMR, amended our Second Amended and Restated Business Management Agreement, dated June 5, 2015, or the Business Management Agreement, to change the index used for the incentive management fee calculation and termination for performance provision under the agreement. As amended, for periods beginning on or after January 1, 2026, the applicable index for these purposes under the Business Management Agreement will be the MSCI US REIT Diversified Index. The MSCI U.S. REIT/Hotel & Resort REIT Index will continue to apply for periods prior to January 1, 2026. The terms of the amendment were reviewed, approved and adopted by our Compensation Committee, which is comprised solely of Independent Trustees. The foregoing description of the amendment is not complete and is subject to and qualified by reference to the copy of the Business Management Agreement, a copy of which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on June 8, 2015, the First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, a copy of which is filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and the Second Amendment to Second Amended and Restated Business Management Agreement, a copy of which is filed as Exhibit 10.1 hereto, each of which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Second Amendment to Second Amended and Restated Business Management Agreement, effective as of January 1, 2026, between Service Properties Trust and The RMR Group LLC. (Filed herewith.) | |
| 104 | Cover Page Interactive Data File. (Embedded within the Inline XBRL Document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SERVICE PROPERTIES TRUST | ||||
| By: | /s/ Brian E. Donley | |||
| Name: | Brian E. Donley | |||
| Title: | Chief Financial Officer and Treasurer | |||
| Dated: | January 5, 2026 | |||
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