Form 8-K

8-K — Service Properties Trust

Accession: 0001104659-26-080829

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0000945394

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — tm2619808d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2619808d1_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2619808d1_ex3-2.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported):

July 6, 2026

SERVICE PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-11527

04-3262075

(Commission File Number)

(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite

300, Newton, Massachusetts 02458-1634

(Address of Principal Executive Offices) (Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including

Area Code)

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:

¨ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name

of each Exchange on which Registered

Common Shares of Beneficial Interest

SVC

The Nasdaq Stock Market LLC

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).

Emerging

growth company ¨

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,”

“us” and “our” refer to Service Properties Trust.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On July 6, 2026, we effected a reverse split of

our common shares of beneficial interest, par value $.01 per share, or the Reverse Share Split, pursuant to Articles of Amendment to our

Amended and Restated Declaration of Trust which we filed and which were effective that day as of 4:01 p.m. Eastern Time, or the Share

Split Time. Pursuant to the Reverse Share Split, every five of our common shares of beneficial interest, par value $.01 per share, issued

and outstanding as of the Share Split Time were converted and reclassified into one common share of beneficial interest, par value $.05

per share, subject to the receipt of cash in lieu of fractional shares. Pursuant to additional Articles of Amendment to our Amended and

Restated Declaration of Trust which we filed and which were effective as of 4:02 p.m. Eastern Time, and following the Share Split Time,

to change the par value of our common shares of beneficial interest from $.05 per share back to $.01 per share. The new CUSIP number for

our common shares of beneficial interest is 81761L 201.

The Reverse Share Split affected all record holders

of our common shares of beneficial interest uniformly and did not affect any record shareholder’s percentage ownership interest

in us, subject to the receipt of cash in lieu of fractional shares. The Reverse Share Split reduced the number of our issued and outstanding

common shares of beneficial interest from approximately 647.64 million to approximately 129.53 million, subject to adjustment downward

as a result of any cash paid in lieu of fractional shares.

The foregoing descriptions of the amendments to

our Amended and Restated Declaration of Trust are not complete and are subject to and qualified in their entirety by reference to the

full text of the copies of the Articles of Amendment, which are attached hereto as Exhibits 3.1 and 3.2, each of which is incorporated

herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Articles of Amendment of Service Properties Trust, dated as of July 6, 2026. (Filed herewith.)

3.2 Articles of Amendment of Service Properties Trust, dated as of July 6, 2026. (Filed herewith.)

104 Cover Page Interactive Data

File (Embedded within the Inline XBRL document.)

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: July 6, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2619808d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

DEPARTMENT OF

ASSESSMENTS AND TAXATION

Date: 07/06/2026

DUANE MORRIS LLP

100 INTERNATIONAL DRIVE

SUITE 700

BALTIMORE MD 21202

THIS LETTER IS TO CONFIRM ACCEPTANCE

OF THE FOLLOWING FILING:

ENTITY NAME

SERVICE PROPERTIES TRUST

DEPARTMENT ID

D04141826

TYPE OF REQUEST

ARTICLES OF AMENDMENT

DATE FILED

07-06-2026

TIME FILED

11:51 AM

RECORDING FEE

$100.00

EXPEDITED FEE

$445.00

COPY FEE

$23.00

FILING NUMBER

1000362015371521

CUSTOMER ID

0004061908

WORK ORDER NUMBER

0005278482

PLEASE

VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER

ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.

Charter

Division

Baltimore

metro area (410) 767-4950

Outside metro area (888) 246-5941

700 East Pratt Street 2nd Floor Suite 2700, Baltimore, Maryland 21202

0014494070

Telephone (410)767- 4950 / Toll free in Maryland (888)246-5941

MRS (Maryland Relay Service) (800)735-2258 TT/Voice

CACCPT

Website: www.dat.maryland.gov

SERVICE

PROPERTIES TRUST

ARTICLES OF AMENDMENT

Service Properties Trust,

a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation

of Maryland that:

FIRST:

At the Effective Time (as defined below), Section 5.1 of Article V of the Declaration of Trust of the Trust (the “Declaration of

Trust”) is hereby amended to provide that every five (5) common shares of beneficial interest, $.01 par value per share (the “Common

Shares”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued,

fully paid and non-assessable issued and outstanding Common Share, $.05 par value per share, without any further action by the Trust or

any holder thereof (the “Reverse Split”). No fractional shares shall be issued in connection with the Reverse Split. Shareholders

of the Trust who otherwise would be entitled to receive fractional shares of beneficial interest shall be entitled to receive cash (without

interest or deduction) in lieu of such fractional share interests based on the closing price of the Common Shares on the Nasdaq Stock

Market LLC on the Effective Date (as defined below).

SECOND:

The amendment to the Declaration of Trust as set forth above has been duly approved by the Board of Trustees of the Trust. Pursuant to

Sections 8-501(e)(2) and 8-501(f)(3) of the Maryland REIT Law, no shareholder approval is required.

THIRD:

The amendment to the Declaration of Trust as set forth above shall take effect on July 6, 2026 (the “Effective Date”) at 4:01

p.m. Eastern Time (the “Effective Time”).

FOURTH:

The undersigned Chief Financial Officer and Treasurer of the Trust acknowledges these Articles of Amendment to be the official act of

the Trust and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer and Treasurer acknowledges

that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement

is made under the penalties for perjury.

[Signature page follows]

IN WITNESS WHEREOF, the Trust has caused these

Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Secretary

on this 6th day of July, 2026.

ATTEST:

SERVICE PROPERTIES TRUST

By:

/s/ Lindsey A. Getz

By:

/s/ Brian E. Donley

Name:

Lindsey A. Getz

Name:

Brian E. Donley

Title:

Secretary

Title:

Chief Financial Officer and Treasurer

[Signature Page to SVC Articles of Amendment (Reverse Split)]

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2619808d1_ex3-2.htm · Sequence: 3

Exhibit 3.2

DEPARTMENT OF

ASSESSMENTS AND TAXATION

Date: 07/06/2026

DUANE

MORRIS LLP

100

INTERNATIONAL DRIVE

SUITE

700

BALTIMORE MD 21202

THIS LETTER IS TO CONFIRM ACCEPTANCE

OF THE FOLLOWING FILING:

ENTITY NAME

SERVICE PROPERTIES TRUST

DEPARTMENT ID

D04141826

TYPE OF REQUEST

ARTICLES OF AMENDMENT

DATE FILED

07-06-2026

TIME FILED

11:50 AM

RECORDING FEE

$100.00

EXPEDITED FEE

$445.00

COPY FEE

$23.00

FILING NUMBER

1000362015371513

CUSTOMER ID

0004061908

WORK ORDER NUMBER

0005278482

PLEASE

VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER

ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.

Charter

Division

Baltimore

metro area (410) 767-4950

Outside metro area (888) 246-5941

700

East Pratt Street 2nd Floor Suite 2700, Baltimore, Maryland 21202

0014494069

Telephone

(410)767- 4950 / Toll free in Maryland (888)246-5941

MRS

(Maryland Relay Service) (800)735-2258 TT/Voice

CACCPT

Website:

www.dat.maryland.gov

SERVICE

PROPERTIES TRUST

ARTICLES OF AMENDMENT

Service Properties Trust,

a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation

of Maryland that:

FIRST:

At the Effective Time (as defined below), Section 5.1 of Article V of the Declaration of Trust of the Trust (the “Declaration of

Trust”) is hereby amended to change the par value of the issued and outstanding common shares of beneficial interest of the Trust

from $.05 per share to $.01 per share.

SECOND:

The amendment to the Declaration of Trust as set forth above has been duly approved by the Board of Trustees of the Trust. Pursuant to

Section 8-501(e)(2) of the Maryland REIT Law, no shareholder approval is required.

THIRD:

The amendment to the Declaration of Trust as set forth above shall take effect on July 6, 2026 at 4:02 p.m. Eastern Time (the “Effective

Time”).

FOURTH:

The undersigned Chief Financial Officer and Treasurer of the Trust acknowledges these Articles of Amendment to be the official act of

the Trust and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer and Treasurer acknowledges

that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement

is made under the penalties for perjury.

[Signature page follows]

IN WITNESS WHEREOF, the Trust has caused these

Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Secretary

on this 6th day of July, 2026.

ATTEST:

SERVICE PROPERTIES TRUST

By:

/s/ Lindsey A. Getz

By:

/s/ Brian E. Donley

Name:

Lindsey A. Getz

Name:

Brian E. Donley

Title:

Secretary

Title:

Chief Financial Officer and Treasurer

[Signature Page to SVC Articles of Amendment (Par Value)]

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