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SERVICE PROPERTIES TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

On November 18, 2025, Service Properties Trust, or SVC, sold 31 hotels with a total of 3,734 keys located in 18 states for a combined sales price of $198.7 million, excluding closing costs, pursuant to an agreement that SVC entered into to sell, in phases, 35 hotels with a total of 4,247 keys for a combined sales price of $230.3 million, excluding closing costs, or the 35 Hotel Sale Portfolio. To date, SVC has sold 34 of the hotels in the 35 Hotel Sale Portfolio with a total of 4,114 keys for a combined sales price of $223.2 million, excluding closing costs, which constitutes a significant disposition of assets. SVC remains under agreement to sell the remaining hotel with a total of 133 keys for a sales price of $7.1 million, excluding closing costs.

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 reflects SVC's financial position as if the sales of 34 hotels in the 35 Hotel Sale Portfolio sold from October 1, 2025 through November 18, 2025, were completed as of September 30, 2025. The following unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the nine months ended September 30, 2025 reflect SVC's results of operations as if the 34 hotels in the 35 Hotel Sale Portfolio sold from January 1, 2025 through November 18, 2025 were completed on January 1, 2024. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) SVC's unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025, and the notes thereto, included in SVC's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, on November 5, 2025, and (ii) SVC's consolidated financial statements for the year ended December 31, 2024, and the notes thereto, included in SVC's Annual Report on Form 10-K filed with the SEC on February 26, 2025.

These unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not necessarily indicative of SVC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in SVC's portfolio of investments, capital structure, property level operating expenses and revenues, including returns received from SVC’s hotels or rents expected to be received pursuant to SVC's existing leases or leases SVC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant.


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SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2025
(dollars in thousands, except per share data)
 
HistoricalTransaction Accounting AdjustmentsPro Forma
(A)(B)
ASSETS
 
Real estate properties:
 
Land
$1,740,833 $— $1,740,833 
Buildings, improvements and equipment
6,136,065 — 6,136,065 
Total real estate properties, gross
7,876,898 — 7,876,898 
Accumulated depreciation
(2,433,658)— (2,433,658)
Total real estate properties, net
5,443,240 — 5,443,240 
Acquired real estate leases and other intangibles, net
98,688 — 98,688 
Assets of properties held for sale
564,539 (158,512)406,027 
Cash and cash equivalents
417,415 216,504 633,919 
Restricted cash
23,817 — 23,817 
Equity method investment
113,134 — 113,134 
Due from related persons
12,680 4,114 16,794 
Other assets, net
306,811 — 306,811 
Total assets
$6,980,324 $62,106 $7,042,430 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
Unsecured debt, net
$3,680,358 $— $3,680,358 
Secured debt, net
2,087,710 — 2,087,710 
Accounts payable and other liabilities
537,909 — 537,909 
Due to related persons
20,236 — 20,236 
Liabilities of properties held for sale
6,203 (565)5,638 
Total liabilities
6,332,416 (565)6,331,851 
Commitments and contingencies
Shareholders’ equity:
 
 
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 168,090,224 shares issued and outstanding
1,681 — 1,681 
Additional paid in capital
4,562,706 — 4,562,706 
Cumulative other comprehensive income
2,054 — 2,054 
Cumulative net income
1,993,435 62,671 2,056,106 
Cumulative common distributions
(5,911,968)— (5,911,968)
Total shareholders’ equity
647,908 62,671 710,579 
Total liabilities and shareholders’ equity
$6,980,324 $62,106 $7,042,430 
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
For the Year Ended December 31, 2024
(amounts in thousands, except per share data)

 
HistoricalTransaction Accounting AdjustmentsPro Forma
(A)
Revenues:
Hotel operating revenues$1,496,705 $(88,750)(B)$1,407,955 
Rental income400,223 — 400,223 
Total revenues
1,896,928 (88,750)1,808,178 
Expenses:
 
Hotel operating expenses1,274,153 (73,428)(B)1,200,725 
Net lease operating expenses19,817 — 19,817 
Depreciation and amortization371,786 (13,504)(B)358,282 
General and administrative40,239 — 40,239 
Transaction related costs6,894 — 6,894 
Loss on asset impairment, net56,212 — 56,212 
Total expenses
1,769,101 (86,932)1,682,169 
Gain on sale of real estate, net6,269 62,671 (C)68,940 
Interest income4,052 — 4,052 
Interest expense
(383,792)— (383,792)
Loss on early extinguishment of debt, net(16,181)— (16,181)
Loss before income tax expense and equity in losses of an investee
(261,825)60,853 (200,972)
Income tax expense(1,402)— (1,402)
Equity in losses of an investee(12,299)— (12,299)
Net loss$(275,526)$60,853 $(214,673)
Weighted average common shares outstanding (basic and diluted)
165,338 165,338 
Net loss per common share (basic and diluted)$(1.67)$(1.30)
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
For the Nine Months Ended September 30, 2025
(amounts in thousands, except per share data)

 
HistoricalTransaction Accounting AdjustmentsPro Forma
(A)(B)
Revenues:
 
 
Hotel operating revenues$1,116,944 $(64,102)$1,052,842 
Rental income300,441 — 300,441 
Total revenues
1,417,385 (64,102)1,353,283 
Expenses:
 
Hotel operating expenses963,111 (54,940)908,171 
Net lease operating expenses16,303 — 16,303 
Depreciation and amortization238,583 (405)238,178 
General and administrative30,831 — 30,831 
Transaction related costs4,139 — 4,139 
Loss on asset impairment81,788 — 81,788 
Total expenses
1,334,755 (55,345)1,279,410 
Gain on sale of real estate, net25,846 — 25,846 
Interest income6,912 — 6,912 
Interest expense
(311,972)— (311,972)
Loss on early extinguishment of debt, net(529)— (529)
Loss before income tax expense and equity in losses of an investee
(197,113)(8,757)(205,870)
Income tax expense(1,553)— (1,553)
Equity in losses of an investee(2,873)— (2,873)
Net loss$(201,539)$(8,757)$(210,296)
Weighted average common shares outstanding (basic and diluted)
165,816 165,816 
Net loss per common share (basic and diluted)$(1.22)$(1.27)
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.

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SERVICE PROPERTIES TRUST
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(A)    Represents SVC’s historical condensed consolidated balance sheet as of September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the assets and liabilities associated with the sale of 34 hotels in the 35 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
Assets of properties held for sale$158,512 
Working capital(1)
(4,114)
Liabilities of properties held for sale(565)
Net book value$153,833 
Gross sales price$223,200 
Estimated closing costs(2)
(6,696)
Estimated net proceeds216,504 
Net book value(153,833)
Cumulative net income adjustment$62,671 
(1)    Represents working capital previously advanced to Sonesta International Hotels Corporation. Any
remaining working capital for sold hotels will be returned to SVC.
(2)    Represents estimated closing costs including broker’s commissions, legal fees, transfer and recording
fees and other customary closing costs directly attributable to the sale of the hotels.
Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Loss
Year Ended December 31, 2024
(A)    Represents SVC’s historical consolidated statement of loss for the year ended December 31, 2024, which was derived from SVC’s Annual Report on Form 10-K for the year ended December 31, 2024.
(B)    Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, of 34 hotels sold in the 35 Hotel Sale Portfolio.
(C)    Represents the estimated gain on sale of 34 hotels sold in the 35 Hotel Sale Portfolio, calculated as the estimated net proceeds of $216,504 less the net book value of the assets of $153,833 both as described in Note B of the adjustments to the unaudited pro forma condensed consolidated balance sheet.
Nine Months Ended September 30, 2025
(A)    Represents SVC’s historical condensed consolidated statement of loss for the nine months ended September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of 34 hotels sold in the 35 Hotel Sale Portfolio.
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