Service Properties Trust美股招股说明书(2026-03-30版)

We have elected to be taxed as a real estate investment trust, or REIT, for federal income tax purposes under Sections856through 860 of the Internal Revenue Code of 1986, as amended, or the Code, commencing with our taxable year ended December31,1995. To assist us in complying with certain federal income tax requirements applicable to REITs, our declaration of trust providesthat our Board of Trustees, or our Board, has the power to refuse to permit a transfer of shares if it determines such transfer wouldjeopardize our qualification for taxation as a REIT under the Code. Among other things, our bylaws provide that no person may own,or be deemed to own more than 9.8% (in value or in number, whichever is more restrictive), of our outstanding common shares. Inaddition, in order to assist us in preserving our ability to use our net operating losses and other tax benefits to reduce our futuretaxable income, our bylaws include an ownership limit of 5% of our outstanding common shares, subject to certain exceptions. See“Description of Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws — Restrictions on Transfer andOwnership of Shares” in the accompanying prospectus for a detailed description of the ownership and transfer restrictions applicableto our common shares. Investing in our common shares involves risks. See “Risk Factors” beginning on pageS-12of this prospectus supplement, as well asthe risks described in the “Risk Factors” section of ourAnnual Report on Form 10-K for the year ended December31, 2025, or ourAnnual Report, and under similar headings in any other reports that we file after the date hereof and incorporate by reference into thisprospectus supplement and the accompanying prospectus. Public offering price$$Underwriting discount (%)$$Proceeds, before expenses, to Service Properties Trust$$(1) (1)Helix Partners, or Helix, and our manager, The RMR Group LLC, or RMR, have indicated to us their intention topurchase from the underwriters up to $100 million and $50 million, respectively, of the $500 million of commonshares being sold in this offering at a price equal to the public offering price. In addition, Christopher J. Bilotto,our President and Chief Executive Officer, and Brian E. Donley, our Chief Financial Officer and Treasurer, as wellas certain members of our Board, have indicated to us their intention to purchase from the underwriters up to anaggregate of approximately 216,180 common shares in this offering (based on the assumed public offering price of$1.78) at the public offering price. Because these indications of interest are not binding agreements orcommitments to purchase, any of these investors may determine to purchase more, fewer or no common shares inthis offering, or the underwriters may determine to sell more, fewer or none of our common shares to any of theseinvestors. The underwriters may also purchase up to an additional $75 million of common shares from us, at the public offering price, lessthe underwriting discount, within 30 days from the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense.The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities andExchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer tobuy these securities in any jurisdiction where the offer or sale is not permitted. The underwriters expect to deliver the common shares sold in this offering to purchasers on or about April, 2026. Joint Book-Running Managers Yorkville Securities Jones The date of this prospectus supplement is March, 2026. TABLE OF CONTENTS Prospectus Supplement PageSummaryS-1Risk FactorsS-12Use of ProceedsS-14CapitalizationS-15Material United States Federal Income Tax and ERISA ConsiderationsS-18Underwriting (Conflicts of Interest)S-20Legal MattersS-27ExpertsS-27Incorporation of Certain Information by ReferenceS-28Where You Can Find More InformationS-29Warning Concerning Forward-Looking StatementsS-29Statement Concerning Limited LiabilityS-31 Prospectus About This ProspectusiiOur Company1Risk Factors1Warning Concerning Forward-Looking Statements2Statement Concerning Limited Liability3Use of Proceeds4Description of Debt Securities and Related Guarantees4Description of Shares of Beneficial Interest14Description of Depositary Shares.20Description of Warrants.23Description of Certain Provisions of Maryland Law and of Our Declaration of Trust and Bylaws24Selling Security Holders36Plan of Distribution36Legal Matters37Experts38Where You Can Fi