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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §.240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Location:
Live Webcast Accessible at
https://www.virtualshareholder meeting.com/SVC2026
Date:
Thursday, June 11, 2026
Time:
9:30 a.m., Eastern Time
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Agenda:
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Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees;
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Advisory vote to approve executive compensation;
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Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2026 fiscal year;
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Approve the Third Amended and Restated 2012 Equity Compensation Plan;
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Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
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Record Date: You can vote if you were a shareholder of record as of the close of business on March 13, 2026 (the “Record Date”).
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Attending Our 2026 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2026 Annual Meeting, our 2026 Annual Meeting will be a virtual meeting of shareholders, which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2026 Annual Meeting. In order to attend and participate in our 2026 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on June 10, 2026.
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Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2026 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card.
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Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/SVC2026 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed.
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Please see the Proxy Statement and Proxy Supplements for additional information.
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By Order of our Board of Trustees,
Lindsey Getz
Secretary
April 27, 2026
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PROPOSAL 4:
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| | APPROVAL OF THE THIRD AMENDED AND RESTATED 2012 EQUITY COMPENSATION PLAN | |
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2026 Proxy Statement
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1
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Year
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Time-Based
Full-Value Awards Granted |
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Weighted Average
Common Shares Outstanding |
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Burn Rate
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| 2025 | | | | | 1,747,861 | | | | | | 165,951,000 | | | |
1.05%
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| 2024 | | | | | 1,031,329 | | | | | | 165,338,000 | | | |
0.62%
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| 2023 | | | | | 438,000 | | | | | | 164,988,000 | | | |
0.27%
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3-Year Average
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0.65%
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2
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2026 Proxy Statement
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2026 Proxy Statement
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3
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Year
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Awards Granted
(number of shares) |
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Weighted Average
Common Shares Outstanding |
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| 2025 | | | | | 1,747,861 | | | | | | 165,951,000 | | |
| 2024 | | | | | 1,031,329 | | | | | | 165,338,000 | | |
| 2023 | | | | | 438,000 | | | | | | 164,988,000 | | |
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Plan Category
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Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
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Weighted-average
exercise price of outstanding options, warrants and rights |
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Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
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(a)
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(b)
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(c)
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| Equity compensation plans approved by security holders | | | | | None | | | | | | None | | | | | | 1,661,921 | | |
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Equity compensation plans not approved by
security holders |
| | | | None | | | | | | None | | | | | | None | | |
| Total | | | | | None | | | | | | None | | | | | | 1,661,921 | | |
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4
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2026 Proxy Statement
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2026 Proxy Statement
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A-1
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A-2
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2026 Proxy Statement
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2026 Proxy Statement
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A-3
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A-4
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2026 Proxy Statement
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2026 Proxy Statement
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A-5
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