Service Properties Trust

Item 1A. Risk Factors

Our business is subject to risks and uncertainties, a number of which are described under the caption Risk Factors in our 2024 Annual Report. There ha risks described in our 2024 Annual Report and below may not be the only risks we face but are risks we believe been nomay be material at this time. Other risks of which we are not yet aware, or that we currently believe are not material changes to risk factors , may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our 2024 Annual Report or included below occurs, our business, financial condition, liquidity, results of operations or ability to pay distributions to our shareholders could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our 2024 Annual Report and below and the information contained under the caption Warning Concerning Forward-Looking Statements and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.

Risks Related to Our Business

We may fail to comply with the terms of our debt agreements, which could restrict us from those incurring additional debt.

Our debt agreements include various conditions and covenants. We may not be able to satisfy all of these conditions or may be unable to meet certain of these covenants for various reasons, including for reasons beyond our control. If any of the covenants in these debt agreements are not met, we could be previously disclosed in our ented from refinancing maturing debt or incurring additional debt. Complying with these covenants may limit our ability to take actions that may be beneficial to us and our security holders.

Our debt agreements require us to comply with certain financial and other covenants. These covenants may limit our operational flexibility. Our ability to comply with those covenants will depend upon the net rental income and hotel operating returns we receive from our properties. If our operating results, financial condition and/or liquidity decline, we may be unable to meet certain covenants and conditions under our debt agreements and may be unable to borrow under our revolving credit facility or incur additional debt. For example, our consolidated income available for debt service to debt service ratio was below the 1.50x requirement under certain of our debt agreements as of June 30, 2024 Annual Report.5, and we cannot be certain when or if this ratio will exceed 1.50x. We are currently unable to incur additional debt because this ratio is below 1.50x, but are not required to repay outstanding debt as a result of the inability to meet this covenant. We are currently fully drawn under our $650.0 million revolving credit facility as a precautionary measure to preserve financial flexibility. We may therefore experience future liquidity constraints, as we currently have no capacity under our credit agreement to incur additional debt and cannot incur debt under our other debt agreements as a result of our inability to meet the requirements of such debt agreements. An inability to incur additional indebtedness would require us to meet our capital needs from other sources, such as cash on hand, operating cash flow, equity financing or asset sales, which may not be available to us on attractive terms or at all and we may be unable to meet our obligations or grow our business by acquiring additional properties or otherwise.

In the future, we may seek additional debt financing, as to which no assurances can be given that we will be successful in doing so. If we are successful in doing so, the covenants and conditions applicable to that debt may be more costly and more restrictive than the covenants and conditions that are contained in our existing debt agreements.

Upon completion of our pending hotel sales, our investments will be more heavily concentrated in service-focused retail net lease properties.

Upon completion of our pending hotel sales, a majority of our properties will be service-focused retail net lease properties, particularly in the travel center industry, and we intend to acquire similar additional properties. The market demand to lease service-focused retail properties generally reflects conditions in the U.S. economy. If the general economy slows, the demand to lease service-focused retail properties will be reduced and the value of our common shares may decline. Because we expect to be concentrated in service-focused retail properties, the adverse impact of cyclical economic conditions affecting service-focused retail properties, particularly travel center properties, may have a greater impact on the value of our common shares than if we were invested in several different types of properties, including residential, office or other properties, in addition to service-focused retail properties.

49