DEF 14A of Service Properties Trust, Mar 17, 2026

DEF 14A of Service Properties Trust

Filed Mar 17, 2026 · FY20250001104659-26-029456

Open on EDGAR

  1. NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS OF SERVICE PROPERTIES TRUST

    | 2025 Outstanding Equity Awards at Fiscal Year End | 42 | | 2025 Stock Vested | 43 | | Potential Payments upon Termination or Change in Control | 43 | | Pay Ratio | 43 | | Pay Versus Performance | 44 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS | 47 | | Audit Fees and All Other Fees | 47 | | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 48 | | Other Information | 48 | | REPORT OF OUR AUDIT COMMITTEE | 49 | | FREQUENTLY ASKED QUESTIONS | 50 | | RELATED PERSON TRANSACTIONS | 55 | | WARNING CONCERNING FORWARD-LOOKING STATEMENTS | 56 | | OTHER INFORMATION | 57 | | ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS | A-1 |

  2. Board of Trustees’ Qualifications and Experience

    Board of Trustees’ Qualifications and Experience Our Trustees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications, viewpoints and backgrounds that strengthen their ability to carry out their oversight role on behalf of our shareholders.

  3. Board of Trustees’ Qualifications and Experience

    | SKILLS AND EXPERIENCES | | | Risk oversight/management expertise | Familiarity with the public capital markets | | Accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry | Familiarity with net leased service oriented retail businesses, including travel centers, and related leasing trends | | Corporate Governance | Sustainability | | Knowledge of the commercial real estate (“CRE”) industry and REITs | Understanding of management contract and franchise agreement trends | | Understanding of hospitality and retail net leased businesses | Operating business and/or transactional experience | | Management/leadership experience | Service on other public company boards and committees | | Experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing | |

  4. Board of Trustees’ Qualifications and Experience

    | CORE QUALIFICATIONS AND EXPERIENCES | | | Strong record of achievements, including work experience with a proven record of success | Wide ranging perspectives, backgrounds and experiences, including professional background and skills | | Commitment to serve on our Board over a period of years in order to develop knowledge about our operations and have sufficient time and availability to devote to Board and committee matters | Business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and ability to make independent analytical inquiries |

  5. Board of Trustees’ Qualifications and Experience

    High standards of integrity and ethics

  6. Board of Trustees’ Qualifications and Experience

    | 18 | | 2026 Proxy Statement |

  7. Snapshot of 2026 Board Nominees

    Snapshot of 2026 Board Nominees Presented below is a snapshot of the expected composition of our Board immediately following our 2026 Annual Meeting, assuming the election of our Trustee nominees. Our Board of Trustees believes that, collectively, our Trustees exhibit an effective mix of qualifications and experience. A majority of all the votes cast is required to elect a Trustee at our 2026 Annual Meeting. The names, principal occupations and certain other information regarding our Trustee nominees that led our Nominating and Governance Committee and our Board to conclude that such persons are currently qualified to serve as Trustees are set forth on the following pages. Our Board of Trustees recommends a vote “FOR” the election of each of our Trustee nominees.

  8. Snapshot of 2026 Board Nominees

    | | 2026 Proxy Statement | 19 |

  9. Fiscal Year 2025 Trustee Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Christopher J. Bilotto(3) | — | 184,996 | — | 184,996 | | Laurie B. Burns | 100,000 | 94,999 | — | 194,999 | | Robert E. Cramer | 100,000 | 94,999 | — | 194,999 | | Donna D. Fraiche | 102,500 | 94,999 | — | 197,499 | | John L. Harrington(4) | — | — | — | — | | William A. Lamkin | 105,000 | 94,999 | — | 199,999 | | John G. Murray(5) | — | — | — | — | | Rajan C. Penkar | 85,000 | 94,999 | — | 179,999 | | Adam Portnoy(3) | — | 94,999 | — | 94,999 |

  10. Compensation Overview

    RMR’s named executive officer compensation planning process incorporates key areas of evaluation, including: • external market data; • internal benchmarking; and • quantitative and qualitative assessments of Company, group and individual performance. Named Executive Officer Compensation Practices. RMR’s pay for performance compensation philosophy is reflected in its compensation practices, including: • no guaranteed salary increases or guaranteed cash bonuses; • no specific performance targets on which bonuses would be paid; • no additional performance awards for growing assets under management or for exceeding return benchmarks; • no excessive perquisites; • no tax gross-ups; • annual assessment of named executive officer compensation against peer companies and best practices; • holistic performance evaluations; and • annual salary cap. Components of the Named Executive Officers’ Compensation. RMR’s compensation program includes a base salary and a cash bonus. The cash bonuses RMR pays to our named executive officers are discretionary in amount and are based on a performance evaluation. The evaluation involves an analysis of both (i) the overall performance of RMR, our Company and the other RMR Clients, and (ii) the performance of the individual officer and his or her contributions, and services provided, to RMR, our Company and the other RMR Clients. RMR believes this evaluation process allows RMR to link pay with performance in the closest way possible and provide RMR with the flexibility necessary to take all relevant factors into account in determining

  11. Analysis of 2025 Awards under the Share Award Plan

    Under its charter, our Compensation Committee evaluates, approves and administers our equity compensation plans, which currently consist solely of our Share Award Plan. Our Compensation Committee has historically determined to make awards of our Common Shares under our Share Award Plan rather than issue options as equity compensation. Because the value of the Common Shares may be determined in part by reference to its dividend yield relative to market interest rates rather than by its potential for capital appreciation, we believe a conventional option plan might not provide appropriate incentives for management for a business like ours, but a share award plan may create a better identity of interests between management and other shareholders. We also believe an option plan could have the potential to encourage excessive short term risk taking. Our Compensation Committee uses comparative information about the Other RMR Managed REITs as additional data to help it determine whether it is awarding share amounts that are reasonable based on the characteristics of those REITs and their respective officers. Our Compensation Committee also considers the size and structure of the applicable Other RMR Managed REITs and the other RMR Clients, and the experience, length of service and scope of duties and responsibilities of the officers at these other companies to assess the appropriateness of the value of the share awards proposed for our officers in light of the proposed awards for officers with comparable roles at the other companies. Our Compensation Committee reviewed the compensation data regarding the applicable Other RMR Managed REITs and their officers, together with the other factors discussed above in “Overview of 2025 Compensation Actions,” but our Compensation Committee did not undertake a detailed comparison of the named executive officers across the applicable Other RMR Managed REITs or the other RMR Clients or assign weight to any particular characteristic of these other companies or their officers because our Compensation Committee determines the share amounts in its sole discretion on a non-formulaic basis. In 2025, our Compensation Committee considered the foregoing factors and the factors set forth above in “Overview of 2025 Compensation Actions” and determined to increase the dollar value of the prior year’s award of our Common Shares to Mr. Donley for the 2025 award. This was the first year that Mr. Bilotto received an award of Common Shares in his capacity as an executive officer of our Company. We also considered Messrs. Bilotto’s and Donley’s level of performance and length of service to us in determining their awards. Messrs. Bilotto’s and Donley’s share awards were made in accordance with the recommendation of RMR and the Chair of our Compensation Committee. Mr. Hargreaves resigned as our President and Chief Investment Officer on March 9, 2025 and did not receive an award. For fiscal year 2025, we awarded $250,000 in value of our Common Shares based on the closing share price on the award date, rounded down to the nearest whole number, to Mr. Bilotto and $200,000 in value of our Common Shares (also rounded down to the nearest whole number) to Mr. Donley. Accordingly, Mr. Bilotto received 87,719 Common Shares with an award date fair value of $249,999, and Mr. Donley received 70,175 Common Shares with an award date fair value of $199,999. We determine the fair market value of the shares awarded based on the closing price of our Common Shares on the date of the award. Our Compensation Committee has imposed, and may impose, vesting and other conditions on the awarded Common Shares because it believes that time based vesting encourages the recipients of the share awards to remain employed by RMR and to continue to provide services to us or our taxable REIT subsidiaries (“TRSs”). Our Compensation Committee currently uses a vesting schedule under which one fifth of the shares vest immediately and the remaining shares vest in four equal, consecutive annual installments commencing on the first anniversary of the date of the award. Our Compensation Committee utilizes a four year time based vesting schedule to provide an incentive to provide services for a long term and in consideration of the tax treatment of the share awards to us and to the recipients. In the event a recipient who received a share award ceases to render significant services, whether as an employee or otherwise to us, RMR or any RMR Client or their respective affiliates during the vesting period, we may cause the forfeiture of our Common Shares that have not yet vested. As with other issued Common Shares, vested and unvested shares awarded under our Share Award Plan are entitled to receive distributions that we make, if any, on our Common Shares. Our Share Award Plan provides that share awards vest upon the occurrence of certain corporate “change in control” or termination events. We award our Common Shares annually to our officers and to other employees of RMR and others who provide services to us or our TRSs. We do not take into account material non-public information when determining the timing or terms of our annual awards of Common Shares, nor do we time disclosure of material non-public information for the purpose of affecting the value of such awards. Because the consideration of our annual share awards by our Compensation Committee and our Board is determined on

  12. Summary Compensation Table

    Summary Compensation Table

  13. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Christopher J. Bilotto(3)(4)(5) President and Chief Executive Officer | 2025 | — | — | 434,995 | 1,886 | 436,881 | | Brian E. Donley(3) Chief Financial Officer and Treasurer | 2025 | — | — | 199,999 | 2,042 | 202,041 | | | 2024 | — | — | 129,998 | 16,605 | 146,603 | | | 2023 | — | — | 115,800 | 19,080 | 134,880 | | Todd W. Hargreaves(3)(5) Former President and Chief Investment Officer | 2025 | — | — | — | 810 | 810 | | | 2024 | — | — | 129,998 | 16,605 | 146,603 | | | 2023 | — | — | 115,800 | 19,080 | 134,880 |

  14. Summary Compensation Table

    (1) Represents the award date fair value of Common Share awards in 2025, 2024 and 2023, as applicable, calculated in accordance with ASC 718 (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. Mr. Bilotto was first appointed as a Managing Trustee in March 2025 and the values listed in this column for Mr. Bilotto include the value of 40,425 Common Shares awarded to him in his capacity as a Managing Trustee in June, 2025 and 32,490 Common Shares in March 2025 in connection with his appointment to Managing Trustee. (2) Consists of cash distributions in the applicable year on unvested Common Shares received in connection with cash distributions we paid to our shareholders. We pay no cash compensation to our executive officers. As noted above, our named executive officers are employees of, and are paid by (other than for the awards of Common Shares described herein), RMR for their service as our executive officers. (3) Our named executive officers are or were officers and employees of RMR, and as officers and employees of RMR, also provide services to RMR and RMR Clients. In 2025, our named executive officers received aggregate base salary payments of $865,101, and Messrs. Bilotto and Donley received aggregate cash bonuses of $1,315,134 from RMR for services those officers provided to RMR, our Company and the other RMR Clients. Mr. Hargreaves did not receive a cash bonus from RMR in 2025. In connection with his resignation as our President and Chief Investment Officer, effective March 9, 2025 and as a Senior Vice President of RMR on May 1, 2025, Mr. Hargreaves received a cash payment from RMR of $514,200 pursuant to his separation agreement with RMR. (4) Only one year of information has been provided for Mr. Bilotto because he was not a named executive officer prior to 2025. Mr. Hargreaves resigned as our President and Chief Investment Officer, effective March 9, 2025, and Mr. Bilotto was appointed as our President and Chief Executive Officer, effective March 10, 2025.

  15. Summary Compensation Table

    | | 2026 Proxy Statement | 41 |

  16. 2025 Grants of Plan Based Awards

    2025 Grants of Plan Based Awards The following table shows the total Common Shares awarded by us to our named executive officers in 2025 in their capacity as our executive officers.

  17. 2025 Grants of Plan Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Christopher J. Bilotto | 9/9/2025 | 87,719 | 249,999 | | Brian E. Donley | 9/9/2025 | 70,175 | 199,999 | | Todd W. Hargreaves(2) | — | — | — |

  18. 2025 Grants of Plan Based Awards

    (1) Equals the number of Common Shares awarded multiplied by the closing price on the date of the award, which is also the award date fair value under ASC 718. No assumptions were used in this calculation. (2) Mr. Hargreaves resigned as our President and Chief Investment Officer, effective March 9, 2025 and did not receive an award of Common Shares during 2025.

  19. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 Outstanding Equity Awards at Fiscal Year End The agreements governing the Common Shares we awarded to our named executive officers in 2025 (and prior years) provide that one fifth of each award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to us, RMR or any RMR Client or their respective affiliates and to accelerated vesting under certain circumstances. Holders of vested and unvested Common Shares awarded under our Share Award Plan receive distributions that we make, if any, on our shares on the same terms as other holders of the Common Shares. The following table shows the total Common Shares awarded by us in 2025 and prior years to our named executive officers that were unvested as of December 31, 2025.

  20. 2025 Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards | | | Name | Year Granted | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Christopher J. Bilotto(3) | 2025 | 70,175 | 129,122 | | | 2024 | 20,316 | 37,381 | | | 2023 | 1,600 | 2,944 | | | 2022 | 800 | 1,472 | | Brian E. Donley | 2025 | 56,140 | 103,298 | | | 2024 | 17,607 | 32,397 | | | 2023 | 6,000 | 11,040 | | | 2022 | 3,000 | 5,520 | | Todd W. Hargreaves(4) | 2025 | — | — | | | 2024 | — | — | | | 2023 | — | — | | | 2022 | — | — |

  21. 2025 Outstanding Equity Awards at Fiscal Year End

    (1) The form of award agreement provides for vesting of the Common Shares in five equal annual installments beginning on the date of the award. The Common Shares awarded in 2025, 2024, 2023 and 2022 were awarded on September 9, 2025, September 11, 2024, September 13, 2023 and September 14, 2022, respectively. (2) Equals the number of Common Shares not vested multiplied by the closing price of the Common Shares on December 31, 2025. (3) Mr. Bilotto was appointed as our President and Chief Executive Officer, effective March 10, 2025. The Common Shares awarded to Mr. Bilotto in prior years were awarded to him in his capacity as an officer and employee of RMR before becoming an executive officer of our Company. In connection with Mr. Hargreaves’s resignation as President and Chief Investment Officer, effective March 9, 2025 and his separation from RMR, our Compensation Committee approved the acceleration of the vesting of Mr. Hargreaves’s unvested Common Shares, effective May 1, 2025.

  22. 2025 Outstanding Equity Awards at Fiscal Year End

    | 42 | | 2026 Proxy Statement |

  23. 2025 Stock Vested

    2025 Stock Vested The following table shows Common Share awards made in 2025 and prior years to our named executive officers that vested in 2025.

  24. 2025 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Christopher J. Bilotto(2) | 26,716 | 76,587 | | Brian E. Donley | 27,904 | 79,979 | | Todd W. Hargreaves(3) | 40,476 | 76,904 |

  25. 2025 Stock Vested

    (1) Equals the number of vesting Common Shares multiplied by the closing price on the dates that such Common Shares vested in 2025. (2) The Common Shares awarded to Mr. Bilotto in 2025 and prior years were awarded to him in his capacity as an officer and employee of RMR. (3) In connection with Mr. Hargreaves’s resignation as President and Chief Investment Officer, effective March 9, 2025 and his separation from RMR, our Compensation Committee approved the acceleration of the vesting of Mr. Hargreaves’s unvested Common Shares, effective May 1, 2025.

  26. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our Share Award Plan and the form of share award agreement for awards made to our named executive officers provides for acceleration of vesting of all share awards upon the occurrence of certain change in control or termination events (each, a “Termination Event”). The following table describes the potential payments to our named executive officers upon a Termination Event, if such event had occurred, as of December 31, 2025.

  27. Potential Payments upon Termination or Change in Control

    | Name | Number of Shares Vested Upon Termination Event (#) | Value Realized on Termination Event as of December 31, 2025 ($)(1) | | Christopher J. Bilotto | 92,891 | 170,919 | | Brian E. Donley | 82,747 | 152,255 | | Todd W. Hargreaves(2) | — | — |

  28. Potential Payments upon Termination or Change in Control

    (1) Equals the number of unvested Common Shares multiplied by the closing price of the Common Shares on December 31, 2025. (2) In connection with Mr. Hargreaves’s resignation as President and Chief Investment Officer, effective March 9, 2025 and his separation from RMR, our Compensation Committee approved the acceleration of the vesting of Mr. Hargreaves’s unvested Common Shares, effective May 1, 2025 with a value of $76,904 as of the date of such acceleration. From time to time we have approved, and may in the future approve, the acceleration of vesting of Common Shares previously awarded under our Share Award Plan to former employees of RMR, which may include individuals who are our executive officers, in connection with their retirement or other separation from RMR. For a discussion of the consequences of a Termination Event under our business and property management agreements with RMR, see the below “Related Person Transactions” section.

  29. Pay Ratio

    Pay Ratio Pay ratio disclosure under Item 402(u) has not been provided because we do not have any employees.

  30. Pay Ratio

    | | 2026 Proxy Statement | 43 |

  31. Pay Versus Performance

    Pay Versus Performance The following table and footnotes summarize the total compensation we paid to our named executive officers (our “NEOs”), compensation “actually paid” to our NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of our Company, the peer group total shareholder return and our net income for the past five fiscal years. We do not use any financial performance measures to link compensation actually paid to our NEOs by us to our Company’s performance. Accordingly, pursuant to the SEC rules, we have not included a “company selected measure” or the tabular list of performance measures. Please see “Compensation Discussion and Analysis-Compensation Overview” above for an explanation of why we pay our NEOs no cash compensation. For information regarding the compensation paid by RMR and RMR Inc. to our NEOs, please see the above “RMR Compensation Practices” section.

  32. Pay Versus Performance

    Pay Versus Performance

  33. Pay Versus Performance

    | | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | Compensation Actually Paid to PEO(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($000s) | | Year | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return** | | | | Christopher J. Bilotto | | Todd W. Hargreaves | | | | | | | | | | 2025 | $436,881 | $353,393 | $810 | $(25,095 | )* | $202,041 | $131,467 | | $20.40 | $112.62 | $(202,321) | | | | | Todd W. Hargreaves | | | | | | | | | | 2024 | — | — | 146,603 | (39,066 | )* | 146,603 | (39,066 | )* | 27.69 | 118.19 | (275,526) | | 2023 | — | — | 134,880 | 190,666 | | 134,880 | 190,666 | | 84.68 | 123.73 | (32,779) | | | Todd W. Hargreaves | | John Murray | | | | | | | | | | 2022 | 106,283 | 83,018 | 255,291 | 174,355 | | 106,280 | 83,202 | | 65.62 | 99.22 | (132,381) | | 2021 | — | — | 423,814 | 298,654 | | 108,680 | 69,720 | | 76.77 | 117.04 | (544,603) |

  34. Pay Versus Performance

    * Because our Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2024 reflect the decline in value of the share awards granted by us to our NEOs. In addition, Mr. Hargreaves did not receive a share award from our Company in 2025 due to his resignation in March 2025. ** Peer group total shareholder return is based on the MSCI U.S. REIT/Hotel & Resort REIT Index. (1) The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.

  35. PEO Compensation Actually Paid

    PEO Compensation Actually Paid

  36. PEO Compensation Actually Paid

    | Year | PEO Name | Total Compensation Per Summary Compensation Table | Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to PEO | | 2025 | Christopher J. Bilotto | $436,881 | $(434,995) | $129,122 | $(15,901) | $234,996 | $3,290 | $351,507 | $353,393 | | | Todd W. Hargreaves | 810 | — | — | — | — | (25,905) | (25,905) | (25,095) |

  37. PEO Compensation Actually Paid

    (2) The only non-PEO NEO for 2022, 2023, 2024 and 2025 is Brian E. Donley. The non-PEO NEOs for 2021 were Todd W. Hargreaves and Brian E. Donley. The following table summarizes the applicable deductions and additions for the non-PEO NEO in the calculation of Compensation Actually Paid to the non-PEO NEO.

  38. PEO Compensation Actually Paid

    | 44 | | 2026 Proxy Statement |

  39. Average Non-PEO NEOs—Compensation Actually Paid

    Average Non-PEO NEOs—Compensation Actually Paid

  40. Average Non-PEO NEOs—Compensation Actually Paid

    | Year | Total Compensation Per Summary Compensation Table | Stock Grant Amount | Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year | Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End | Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date | Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year | Total Equity Value Reflected in Compensation Actually Paid | Compensation Actually Paid to Non-PEO NEOs | | 2025 | $202,041 | $(199,999) | $103,298 | $(18,625) | $40,000 | $4,752 | $129,425 | $131,467 |