Service Properties Trust 8-K

What Happened

• Service Properties Trust (SVC) announced on January 1, 2026 that it and its manager, The RMR Group LLC (RMR), amended the Second Amended and Restated Business Management Agreement (originally dated June 5, 2015).
• The amendment changes the index used to calculate the incentive management fee and the termination-for-performance provision: for periods beginning on or after January 1, 2026 the applicable benchmark will be the MSCI US REIT Diversified Index. Periods prior to January 1, 2026 will continue to use the MSCI U.S. REIT/Hotel & Resort REIT Index.
• The amendment was reviewed, approved and adopted by SVC’s Compensation Committee, which is comprised solely of Independent Trustees.

Key Details

• Effective date of change: January 1, 2026.
• New benchmark: MSCI US REIT Diversified Index (replaces MSCI U.S. REIT/Hotel & Resort REIT Index for post-2025 periods).
• Approved by: SVC Compensation Committee (all Independent Trustees).
• The Second Amendment to the Business Management Agreement is filed as an exhibit to the 8-K.

Why It Matters

• The filing alters how RMR’s incentive management fee and the termination-for-performance test are measured going forward—changing the benchmark can affect when incentive fees are earned and when termination rights may vest.
• Compensation Committee approval signals independent trustee oversight of the change. Investors should note the benchmark change as it affects manager performance measurement and could influence future management fees and governance outcomes.