🧾 What This Document Is

This is an Issuer Free Writing Prospectus (FWP) — a type of SEC filing companies use to announce important financial news, like a new stock offering, in detail. Think of it as a formal press release that supplements the main legal documents for the offering. It tells investors the key facts about this specific deal.

🏢 What The Company Does

In simple terms, Service Properties Trust (SVC) is a Real Estate Investment Trust (REIT) that owns two main types of properties: hotels and retail stores (like convenience stores or pharmacies) where the tenant pays rent and covers most property costs (this is called "net lease").

👉 As of December 31, 2025, they owned 94 hotels with over 21,000 rooms and 760 retail properties with over 13.6 million square feet. They are managed by The RMR Group.

💰 The Deal: $500 Million Stock Offering

SVC is selling new shares of its stock to the public to raise money.

• Amount Raised: $500 million (before discounts).
• The Underwriters: Yorkville Securities is the lead bookrunner, with JonesTrading as the other bookrunner. They help sell the shares.
• Extra Option: The underwriters can buy an additional 15% of the offering (up to $75 million more) if there's high demand.

🚀 What The Money Is For: Paying Off Debt

The company plans to use the cash from selling these new shares to pay down its existing debt.

• Target Debts: They want to redeem all or part of two bond issues:
  1. $100 million in 4.95% notes due in 2027.
  2. $450 million in 5.50% notes due in 2027.
• Why it matters: By paying off this debt, SVC will save on the interest it pays (those 4.95% and 5.50% rates), which can improve its profitability and financial health.

👥 Insiders Are Buying In

A notable part of the announcement is that major insiders have shown interest in buying shares in this offering at the public price.

• Helix Partners indicated interest in up to $100 million.
• The RMR Group (their manager) indicated interest in up to $50 million.
• SVC's President/CEO, CFO/Treasurer, and some Board Trustees also want to buy shares.

👉 Key takeaway: When insiders use their own money to buy stock alongside the public, it's often seen as a vote of confidence in the company's future. However, these are just indications, not firm orders.

⚖️ Governance & Strategy Change

Connected to this offering, SVC is making two strategic promises:

1. Adding a New Board Member: They will add an Independent Trustee with hotel experience to strengthen governance as they work on improving their hotel business.
2. Portfolio Transition: The entire Board is committed to focusing more on net lease retail real estate in the future. This offering is part of a plan to reallocate capital between their hotel and retail portfolios.

📅 How to Get the Details

This FWP is a summary. The full legal details are in the preliminary prospectus supplement and base prospectus. You can get copies by:

• Emailing: Yorkville Securities at [email protected]
• Emailing: JonesTrading at [email protected]
• Visiting: The SEC's EDGAR database at www.sec.gov

🧠 The Analogy

Imagine Service Properties Trust is like a homeowner with two big mortgages (the notes due in 2027). Instead of selling part of their house, they're taking out a new, larger loan (the stock offering) to pay off the two smaller, higher-interest mortgages. In the process, they're also inviting some friendly neighbors (insiders) to co-invest in their home and promising to focus on renovating the most valuable part of the property (the net lease retail) for the long term.

📇 Key Contacts & People

• Contact: Kevin Barry, Senior Director, Investor Relations
• Phone: (617) 796-8232
• Bookrunner Emails:
  • Yorkville Securities, LLC: [email protected]
  • JonesTrading Institutional Services LLC: [email protected]

🧩 Final Takeaway

Service Properties Trust is raising $500 million by selling new stock primarily to pay down $550 million of its upcoming 2027 debt. The deal is notable because major insiders are investing alongside the public, and it comes with a strategic pledge to shift the company's focus more toward its retail property portfolio.