8-K - Service Properties Trust | StockGist

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Service Properties Trust entered into an underwriting agreement for a $500 million public offering of common shares and increased its authorized common shares from 200 million to 900 million.

Key Takeaways

1The company entered into an underwriting agreement on March 31, 2026, for a public offering of 416,666,667 common shares at $1.20 per share, with gross proceeds of $500 million.

2The underwriters were granted a 30-day option to purchase an additional 62,500,000 common shares.

3Net proceeds, together with cash on hand, are intended to redeem $100 million of 4.95% Senior Notes due 2027 and $370 million of 5.50% Senior Notes due 2027, with additional proceeds potentially redeeming more of the 5.50% notes.

4The company filed Articles of Amendment on March 30, 2026, to increase its authorized common shares from 200 million to 900 million.

5Certain related parties, including The RMR Group LLC and company executives, have agreed to purchase shares from the underwriters at the public offering price.

6The Underwriting Agreement includes a 90-day lock-up period for company officers, directors, and The RMR Group LLC, prohibiting the sale or transfer of common shares.

Current Report Details

Event Type

Material Agreement

Charter Amendment

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. | Entry into a Material Definitive Agreement. | |---|---| On March 31, 2026, we entered into an underwriting agreement, or the Underwriting Agreement, with Yo

Material Agreement

$1.20$500.0M$100.0M$370.0M

5.03

. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |---|---| On March 30, 2026, we filed Articles of Amendment to our Amended and R

Charter Amendment

$100.0M$370.0M

9.01

. | Financial Statements and Exhibits. | |---|---| | (d) | Exhibits | |---|---| | | | | 1.1 | Underwriting Agreement, dated as of March 31, 2026, between the Co

Exhibits Only

Transaction Details

Material Agreement

Agreement: Underwriting Agreement
Parties: Service Properties Trust, Yorkville Securities, LLC as representative of the underwriters

•Public offering of 416,666,667 common shares at $1.20 per share
•Aggregate gross proceeds of $500,000,000
•Underwriters granted a 30-day option to purchase up to an additional 62,500,000 common shares
•90-day lock-up agreement for officers, directors, and The RMR Group LLC
•Customary representations, warranties, indemnification obligations, and termination provisions

Exhibits (5)

1.1

EXHIBIT 1.1

3.1

EXHIBIT 3.1

5.1

EXHIBIT 5.1

8.1

EXHIBIT 8.1

8-K

FORM 8-K