← Back to SVC filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Service Properties Trust · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2025 Annual Report.
Overview (dollars in thousands, except per share amounts and per room hotel data)
We are a REIT organized under the laws of the State of Maryland. As of June 30, 2026, we owned 838 properties in 46 states, the District of Columbia, Canada and Puerto Rico. Our strategy continues to focus on reducing debt, transitioning to a company with the majority of our properties being service-focused retail net lease properties through the growth of our net lease portfolio and improving the performance of the hotels we expect to retain.
Leases and Management Agreements. At June 30, 2026, we owned 745 service-focused retail properties with an aggregate of 13,553,509 square feet leased to 185 tenants subject to “triple net” leases, where the tenants are generally responsible for the payment of operating expenses and capital expenditures. At June 30, 2026, we also owned 93 hotels managed by four operators. We leased all of these hotels to our wholly owned TRSs that are managed by hotel operating companies as of that date. Our condensed consolidated statements of comprehensive income (loss) include rental income and net lease operating expenses from our net lease properties and hotel operating revenues and hotel operating expenses of our managed hotels.
Market Outlook. Consumer confidence, corporate travel and lodging demand will continue to be affected by economic and market conditions, inflationary pressures and potential impacts from tariffs, uncertainties surrounding interest rates, unemployment levels, work from home policies, use of technologies, geopolitical events and broader economic trends. Increased labor costs and other price inflation may continue to negatively impact our hotel operations and the operations of our tenants. An economic recession or continued or intensified disruptions in the financial markets could adversely affect our financial condition, operations at our hotels, our tenants and their ability or willingness to renew our leases or pay rent to us, may restrict our ability to obtain new or replacement financing, would likely increase our cost of capital, and may cause the values of our properties to decline.
Significant Events. During 2025, we sold 112 hotels containing a total of 14,631 keys for a combined sales price of $858,752, excluding closing costs. During the six months ended June 30, 2026, we sold one hotel containing 133 keys for gross proceeds of $7,100, excluding closing costs. We sold one additional hotel containing 133 keys for gross proceeds of $18,350 in July 2026. As of August 3, 2026, we were under agreement to sell 12 hotels with a total of 2,328 keys for a combined sales price of $77,350, excluding closing costs. We are also at various stages of negotiating or marketing the sale of two additional hotels containing a total of 561 keys.
In March 2026, we issued $745,000 of net lease mortgage notes. In April 2026, we raised net proceeds of $541,798 in an underwritten public offering of common shares. The proceeds from these transactions along with cash on hand were used to redeem an aggregate of $1,550,000 principal amount of outstanding indebtedness. See below for further details on these transactions.
Net Lease Portfolio. Our net lease properties were 96.6% occupied as of June 30, 2026 with a weighted (by annual minimum rent) average lease term of 7.1 years, operating under 140 brands in 21 distinct industries. TA is our largest tenant and as of June 30, 2026, leased 175 of our travel centers under five master leases that expire in 2033 and require annual minimum rents of $269,547. In addition, TA receives an annual credit of $25,000 as a result of prepaid rent. BP Corporation North America Inc. guarantees payment under the TA leases, subject to a cap. We use a variety of operating and other information to evaluate the financial condition and operating performance of our net lease portfolio, including the lease structure, credit evaluations, tenants’ payment history and net lease rent coverage metrics as defined below. Our net lease portfolio is diverse geographically in service-focused and necessity-based industries, by brand concepts and tenants. We believe this diversification may help mitigate the impact of macroeconomic factors.
Hotel Portfolio. During the six months ended June 30, 2026, the U.S. hotel industry generally realized increases in average daily rate, or ADR, and in revenue per available room, or RevPAR, compared to the corresponding 2025 period. Our comparable hotels produced increases in ADR and RevPAR, which we believe is partially a result of renovation disruption in the 2025 period. In addition to the macroeconomic factors noted above, ADR, occupancy and RevPAR performance are dependent on the continued success of our hotels' brands and our hotel operators. While we do not operate our hotel properties, our asset management team and our executive management team monitor and work with our hotel managers by conducting regular revenue, sales, and financial performance reviews and also perform in-depth on-site reviews focused on ongoing operating margin improvement initiatives.
26
Table of Contents
The following table provides a summary for all of our hotels with these revenue metrics for the periods presented, which we believe are key indicators of performance at our hotels.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Retained Hotels
No. of hotels 78 84 (6) 78 84 (6)
No. of rooms or suites 18,088 19,942 (1,854) 18,088 19,942 (1,854)
Occupancy 72.7 % 69.0 % 3.7 pts 67.9 % 62.9 % 5.0 pts
ADR $ 184.96 $ 175.89 5.2 % $ 182.39 $ 175.02 4.2 %
RevPAR $ 134.53 $ 121.30 10.9 % $ 123.83 $ 110.15 12.4 %
Exit Hotels (1)
No. of hotels 15 116 (101) 15 116 (101)
No. of rooms or suites 3,022 15,159 (12,137) 3,022 15,159 (12,137)
Occupancy 64.7 % 69.5 % (4.8) pts 56.7 % 63.6 % (6.9) pts
ADR $ 124.33 $ 107.75 15.4 % $ 114.65 $ 145.67 (21.3) %
RevPAR $ 80.43 $ 74.94 7.3 % $ 65.01 $ 92.63 (29.8) %
All Hotels
No. of hotels 93 200 (107) 93 200 (107)
No. of rooms or suites 21,110 35,101 (13,991) 21,110 35,101 (13,991)
Occupancy 71.6 % 69.2 % 2.4 pts 66.3 % 63.6 % 2.7 pts
ADR $ 177.11 $ 146.32 21.0 % $ 174.09 $ 145.67 19.5 %
RevPAR $ 126.78 $ 101.27 25.2 % $ 115.40 $ 92.63 24.6 %
(1) Exit Hotels represents one hotel sold in July 2026 and 14 hotels managed by Sonesta that are currently under agreement or being marketed for sale.
Comparable Hotels Data. We present occupancy, ADR and RevPAR for the periods presented on a comparable basis to facilitate comparisons between periods. We define comparable hotels as those that were owned by us and were open and operating for the entirety of the periods being compared.
The following table provides a summary of these revenue metrics for the periods presented.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Retained Hotels
No. of hotels 78 78 — 78 78 —
No. of rooms or suites 18,088 18,088 — 18,088 18,088 —
Occupancy 72.7 % 70.3 % 2.4 pts 67.9 % 64.5 % 3.4 pts
ADR $ 184.96 $ 179.38 3.1 % $ 182.39 $ 179.47 1.6 %
RevPAR $ 134.53 $ 126.16 6.6 % $ 123.83 $ 115.69 7.0 %
Exit Hotels (1)
No. of hotels 15 15 — 15 15 —
No. of rooms or suites 3,022 3,022 — 3,022 3,022 —
Occupancy 64.7 % 62.7 % 2.0 pts 56.7 % 56.3 % 0.4 pts
ADR $ 124.33 $ 121.83 2.1 % $ 114.65 $ 113.15 1.3 %
RevPAR $ 80.43 $ 76.38 5.3 % $ 65.01 $ 63.73 2.0 %
Comparable Hotels
No. of hotels 93 93 — 93 93 —
No. of rooms or suites 21,110 21,110 — 21,110 21,110 —
Occupancy 71.6 % 69.2 % 2.4 pts 66.3 % 63.3 % 3.0 pts
ADR $ 177.11 $ 171.92 3.0 % $ 174.09 $ 171.02 1.8 %
RevPAR $ 126.78 $ 119.03 6.5 % $ 115.40 $ 108.25 6.6 %
(1) Exit Hotels represents one hotel sold in July 2026 and 14 hotels managed by Sonesta that are currently under agreement or being marketed for sale.
27
Table of Contents
Additional details of our net lease agreements and our hotel operating agreements are set forth in Note 6 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Results of Operations (amounts in thousands, except per share data)
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
Three Months Ended June 30,
2026 2025 $ Change % Change
Revenues:
Hotel operating revenues $ 320,071 $ 404,405 $ (84,334) (20.9) %
Rental income 100,903 99,031 1,872 1.9 %
Total revenues 420,974 503,436 (82,462) (16.4) %
Expenses:
Hotel operating expenses 264,654 328,913 (64,259) (19.5) %
Net lease operating expenses 6,046 5,439 607 11.2 %
Depreciation and amortization - hotels 43,718 38,454 5,264 13.7 %
Depreciation and amortization - net lease properties 33,365 36,576 (3,211) (8.8) %
Total depreciation and amortization 77,083 75,030 2,053 2.7 %
General and administrative 11,093 10,218 875 8.6 %
Transaction related costs 463 1,345 (882) (65.6) %
Loss on asset impairment 189,097 17,654 171,443 n/m
Total expenses 548,436 438,599 109,837 25.0 %
Loss on sale of real estate, net (383) (156) (227) 145.5 %
Interest income 1,165 822 343 41.7 %
Interest expense (87,655) (102,679) 15,024 (14.6) %
Loss on early extinguishment of debt, net (9,383) — (9,383) n/m
Loss before income tax benefit (expense) and equity in losses of an investee (223,718) (37,176) (186,542) n/m
Income tax benefit (expense) 132 (457) 589 (128.9) %
Equity in losses of an investee (252) (526) 274 (52.1) %
Net loss $ (223,838) $ (38,159) $ (185,679) n/m
Weighted average common shares outstanding (basic and diluted) 128,085 33,148 94,937 n/m
Net loss per common share (basic and diluted) $ (1.75) $ (1.15) $ (0.60) 52.2 %
References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Hotel operating revenues. The decrease in hotel operating revenues is primarily a result of our sales of certain hotels since April 1, 2025 ($98,615), partially offset by increases in occupancy and average rates at certain hotels during the 2026 period ($14,281). Additional operating statistics of our hotels are included in the tables beginning on page 38.
Rental income. The increase in rental income is primarily a result of our acquisitions of certain net lease properties since April 1, 2025 ($1,553), increases from our net leasing activity ($505) and credit losses recognized at certain of our net lease properties in the 2025 period ($478), partially offset by our sales of certain properties since April 1, 2025 ($664).
Hotel operating expenses. The decrease in hotel operating expenses is primarily a result of our sales of certain hotels since April 1, 2025 ($80,507), partially offset by increases in marketing and sales expense ($4,261), insurance expense ($1,571), room expenses ($1,030), food and beverage expenses ($555) and other operating expenses ($8,831) in the 2026 period.
28
Table of Contents
Net lease operating expenses. The increase in net lease operating expenses is primarily the result of our acquisition activity ($55) and increases of property management fees ($668) and other operating expenses ($127) in the 2026 period, partially offset by decreases resulting from the sale of certain net lease properties since April 1, 2025 ($243).
Depreciation and amortization - hotels. The increase in depreciation and amortization - hotels is primarily a result of depreciation and amortization related to capital expenditures made since April 1, 2025 ($8,445), partially offset by our sales of certain hotels since April 1, 2025 ($229) and certain of our depreciable assets becoming fully depreciated or classified as held for sale since April 1, 2025 ($2,952).
Depreciation and amortization - net lease properties. The decrease in depreciation and amortization - net lease properties is primarily a result of certain of our depreciable assets becoming fully depreciated since April 1, 2025 ($3,267) and our sale of certain net lease properties since April 1, 2025 ($696), partially offset by depreciation and amortization related to capital expenditures made since April 1, 2025 ($752).
General and administrative. The increase in general and administrative costs is primarily due to increases in legal and other professional fees ($966) and other general and administrative expenses due to trustee share grants ($291), partially offset by a decrease in business management fees since April 1, 2025 ($382).
Transaction related costs. Transaction related costs for the 2026 period primarily consisted of costs related to the sales of certain hotels, partially offset by the recovery of deposits associated with certain previously terminated hotel sales.
Loss on asset impairment. We recorded a $189,097 loss on asset impairment during the 2026 period to reduce the carrying value of six hotels and one net lease property to their estimated fair value less costs to sell. We recorded a $17,654 loss on asset impairment during the 2025 period to reduce the carrying value of 17 hotels and two net lease properties to their estimated fair value less costs to sell.
Loss on sale of real estate, net. We recorded a $383 net loss on sale of real estate during the 2026 period in connection with the sales of 17 net lease properties. We recorded a $156 net loss on sale of real estate during the 2025 period in connection with the sales of two hotels and four net lease properties.
Interest income. The increase in interest income is due to higher average cash balances invested during the 2026 period compared to the 2025 period.
Interest expense. The decrease in interest expense is primarily due to lower debt outstanding and lower weighted average interest rates during the 2026 period compared to the 2025 period.
Loss on early extinguishment of debt, net. We recorded a $9,383 loss on early extinguishment of debt, net in the 2026 period as a result of the redemption of certain senior notes. See Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
Income tax benefit (expense). The increase in income tax benefit (expense) is due to increases in foreign tax benefit ($381) and state tax benefit ($208) during the 2026 period.
Equity in losses of an investee. Equity in losses of an investee represents our proportionate share of the losses of Sonesta.
Net loss. Our net loss increased in the 2026 period compared to the 2025 period primarily due to the revenue and expense changes discussed above.
Weighted average common shares outstanding (basic and diluted). The increase in weighted average shares outstanding is primarily driven by our issuance of 95,833,333 common shares during the three months ended June 30, 2026.
Net loss per common share (basic and diluted). Our net loss per common share increased in the 2026 period compared to the 2025 period primarily driven by our increase in net loss in the 2026 period compared to the 2025 period, partially offset by an increase in the number of common shares outstanding resulting from our equity offering during the three months ended June 30, 2026.
29
Table of Contents
Six Months Ended June 30, 2026, Compared to the Six Months Ended June 30, 2025
Six Months Ended June 30,
2026 2025 $ Change % Change
Revenues:
Hotel operating revenues $ 584,646 $ 739,368 $ (154,722) (20.9) %
Rental income 200,779 199,247 1,532 0.8 %
Total revenues 785,425 938,615 (153,190) (16.3) %
Expenses:
Hotel operating expenses 507,298 634,753 (127,455) (20.1) %
Net lease operating expenses 13,486 11,067 2,419 21.9 %
Depreciation and amortization - hotels 86,624 92,197 (5,573) (6.0) %
Depreciation and amortization - net lease properties 66,302 71,933 (5,631) (7.8) %
Total depreciation and amortization 152,926 164,130 (11,204) (6.8) %
General and administrative 19,889 19,774 115 0.6 %
Transaction related costs 2,972 1,456 1,516 104.1 %
Loss on asset impairment 217,192 54,721 162,471 n/m
Total expenses 913,763 885,901 27,862 3.1 %
Gain on sale of real estate, net 972 590 382 64.7 %
Interest income 2,108 2,071 37 1.8 %
Interest expense (184,202) (204,196) 19,994 (9.8) %
Loss on early extinguishment of debt, net (61,254) — (61,254) n/m
Loss before income tax expense and equity in losses of an investee (370,714) (148,821) (221,893) 149.1 %
Income tax expense (1,049) (1,300) 251 (19.3) %
Equity in losses of an investee (3,253) (4,473) 1,220 (27.3) %
Net loss $ (375,016) $ (154,594) $ (220,422) 142.6 %
Weighted average common shares outstanding (basic and diluted) 80,944 33,135 47,809 144.3 %
Net loss per common share (basic and diluted) $ (4.63) $ (4.67) $ 0.04 (0.9) %
References to changes in the income and expense categories below relate to the comparison of consolidated results for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
Hotel operating revenues. The decrease in hotel operating revenues is primarily a result of our sales of certain hotels since January 1, 2025 ($182,818), partially offset by increases in occupancy and average rates at certain hotels during the 2026 period ($28,096). Additional operating statistics of our hotels are included in the tables beginning on page 38.
Rental income. The increase in rental income is primarily a result of acquisitions of certain net lease properties since January 1, 2025 ($3,086) and increases from our net leasing activity ($1,047), partially offset by our sales of certain properties since January 1, 2025 ($1,040), and credit losses recognized at certain of our net lease properties in the 2026 period ($1,561).
Hotel operating expenses. The decrease in hotel operating expenses is primarily a result of our sales of certain hotels since January 1, 2025 ($162,761), partially offset by increases in marketing and sales expense ($7,595), insurance expense ($5,920), room expenses ($3,137), food and beverage expenses ($1,319) and other operating expenses ($17,335) in the 2026 period.
Net lease operating expenses. The increase in net lease operating expenses is primarily the result of our acquisition activity ($244) and increases of property management fees ($1,336) and other operating expenses ($1,710) in the 2026 period, partially offset by decreases resulting from the sale of certain net lease properties since January 1, 2025 ($871).
Depreciation and amortization - hotels. The decrease in depreciation and amortization - hotels is primarily a result of certain of our sales of certain hotels in the 2026 period ($14,017) and of certain of our depreciable assets becoming fully depreciated or classified as held for sale since January 1, 2025 ($6,319), partially offset by depreciation and amortization related to capital expenditures made in the 2026 period ($14,763).
30
Table of Contents
Depreciation and amortization - net lease properties. The decrease in depreciation and amortization - net lease properties is primarily a result of certain of our depreciable assets becoming fully depreciated since January 1, 2025 ($6,343) and our sale of certain net lease properties since January 1, 2025 ($1,064), partially offset by depreciation and amortization related to capital expenditures and our acquisition of certain net lease properties since January 1, 2025 ($1,776).
General and administrative. The increase in general and administrative costs is primarily due to increases in legal fees and other professional fees ($1,124) and other general and administrative expenses ($121), partially offset by a decrease in business management fees ($1,130) since April 1, 2025.
Transaction related costs. Transaction related costs for the 2026 period primarily consisted of costs related to the sales of certain hotels, partially offset by the recovery of deposits associated with certain previously terminated hotel sales.
Loss on asset impairment. We recorded a $217,192 loss on asset impairment during the 2026 period to reduce the carrying value of 13 hotels and 22 net lease properties to their estimated fair value less costs to sell. We recorded a $54,721 net loss on asset impairment during the 2025 period to reduce the carrying value of 17 hotels and two net lease properties to their estimated fair value less costs to sell.
Gain on sale of real estate, net. We recorded a $972 net gain on sale of real estate during the 2026 period in connection with the sales of one hotel and 19 net lease properties. We recorded a $590 net gain on sale of real estate during the 2025 period in connection with the sale of six hotels and seven net lease properties.
Interest income. The increase in interest income is due to higher average cash balances invested during the 2026 period compared to the 2025 period.
Interest expense. The decrease in interest expense is primarily due to lower debt outstanding and lower weighted average interest rates during the 2026 period compared to the 2025 period.
Loss on early extinguishment of debt, net. We recorded a $61,254 loss on early extinguishment of debt, net in the 2026 period as a result of the redemption of certain senior notes. See Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
Income tax expense. The decrease in income tax expense is primarily due to a decrease in our foreign tax expense ($176) and state income tax expense ($75) during the 2026 period.
Equity in losses of an investee. Equity in losses of an investee represents our proportionate share of the losses of Sonesta.
Net loss. Our net loss increased in the 2026 period compared to the 2025 period primarily due to the revenue and expense changes discussed above.
Weighted average common shares outstanding (basic and diluted). The increase in weighted average shares outstanding is primarily driven by our issuance of 95,833,333 common shares during the six months ended June 30, 2026.
Net loss per common share (basic and diluted). Our net loss per common share decreased in the 2026 period compared to the 2025 period primarily driven by our equity offering during the six months ended June 30, 2026.
31
Table of Contents
Liquidity and Capital Resources (dollars in thousands, except per share amounts)
Our Managers and Tenants
As of June 30, 2026, our 745 service-focused retail net lease properties were leased to 185 tenants and our 93 hotels were managed and operated by four hotel operating companies. The costs of operating and maintaining our properties are generally paid by our tenants for their own account or by the hotel managers as agents for us. Our tenants and hotel managers derive their funding for property operating expenses and for rents and returns due to us generally from property operating revenues and, to the extent these parties themselves fund rents and our owner’s priority returns, from their separate resources. As of June 30, 2026, TA is our largest tenant (175 travel centers) and Sonesta (68 hotels) is our largest hotel manager.
We recorded reserves for uncollectable amounts and reduced rental income by $635 and $2,870 for the three and six months ended June 30, 2026, respectively, based on our assessment of the collectability of rents. We recorded reserves for uncollectable amounts and reduced rental income by $1,142 and $1,377 for the three and six months ended June 30, 2025, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $5,567 and $3,115 as of June 30, 2026 and December 31, 2025, respectively, included in other assets, net in our condensed consolidated balance sheets.
We define net lease rent coverage as earnings before interest, taxes, depreciation, amortization and rent, or EBITDAR, divided by the annual minimum rent due to us weighted by the minimum rent of the property to total minimum rents of the net lease portfolio. Tenants with no minimum rent required under the lease are excluded. EBITDAR amounts used to determine rent coverage are generally for the latest twelve-month period, based on the most recent operating information, if any, furnished by our tenants. Operating statements furnished by our tenants often are unaudited and, in certain cases, may not have been prepared in accordance with GAAP and are not independently verified by us. In instances where we do not have tenant financial information, we calculate an implied coverage ratio for the period based on other tenants with available financial statements operating the same brand or within the same industry. As a result, we believe using this implied coverage metric provides a more reasonable estimated representation of recent operating results and the financial condition for those tenants. Our net lease properties generated rent coverage of 2.09x and 2.04x as of June 30, 2026 and 2025, respectively.
Our Operating Liquidity and Capital Resources
Our principal sources of funds to meet operating and capital expenses, debt service obligations and distributions to our shareholders are rents from our net lease portfolio, returns generated from our hotels and borrowings under our revolving credit facility and VFN. We receive rents and hotel returns from our tenants and managers monthly. We may receive additional returns, percentage rents and our share of the operating profits of our managed hotels after payment of management fees and other deductions, if any, either monthly or quarterly, and these amounts are usually subject to annual reconciliations. We believe these sources of funds will be sufficient to meet our operating expenses and capital expenditures, pay debt service obligations and make distributions to our shareholders for the next 12 months and for the foreseeable future thereafter. However, as a result of economic conditions, including if the U.S. enters an economic recession, or otherwise, our tenants and managers may become unable or unwilling to pay returns and rents to us when due, and, as a result, our cash flows and net income would decline.
The following is a summary of our sources and uses of cash flows for the periods presented:
Six Months Ended June 30,
2026 2025
Cash and cash equivalents and restricted cash at the beginning of the period $ 372,088 $ 157,386
Net cash provided by (used in):
Operating activities 43,842 38,193
Investing activities (70,075) (94,307)
Financing activities (317,179) (15,241)
Cash and cash equivalents and restricted cash at the end of the period $ 28,676 $ 86,031
32
Table of Contents
The increase in cash flow provided by operating activities in the 2026 period is primarily due to decreases in interest paid in the 2026 period resulting from our repayments of debt, partially offset by the decreases in net operating cash flows from hotel sales between the periods. The decrease in cash flow used in investing activities in the 2026 period is primarily due to a decrease in real estate improvements in the 2026 period. The increase in cash flow used in financing activities in the 2026 period is primarily due to higher net debt repayments in the 2026 period, partially offset by debt and equity issuances during 2026.
We maintain our qualification for taxation as a REIT under the IRC by meeting certain requirements. We lease 93 hotels to our wholly owned TRSs that are managed by hotel operating companies. As a REIT, we do not expect to pay federal income taxes on the majority of our income; however, the income realized by our TRSs in excess of the rent they pay to us is subject to U.S. federal income tax at corporate income tax rates. In addition, the income we receive from our hotels in Canada and Puerto Rico is subject to taxes in those jurisdictions and we are subject to taxes in certain states where we have properties despite our qualification for taxation as a REIT.
Our Investment and Financing Liquidity and Capital Resources
Tenants in our net lease portfolio are generally required to maintain the leased properties, including structural and non-structural components under their respective leases. We may provide tenant improvement allowances to tenants in certain cases or may develop sites with the intent to lease them. During the six months ended June 30, 2026, we funded $1,860 for capital improvements to our net lease properties. As of June 30, 2026, we had $9,745 of unspent leasing-related obligations related to certain of our net lease tenants.
Our hotel operating agreements generally provide that, if necessary, we may provide our managers with funding for capital improvements to our hotels in excess of amounts otherwise available in escrowed FF&E reserves or when no FF&E reserves are available. During the six months ended June 30, 2026, we funded $45,656 for capital improvements in excess of FF&E reserves available to our hotels. We currently expect to fund between approximately $70,000 and $90,000 during the last six months of 2026 for capital improvements to certain properties using cash on hand.
Various percentages of total sales at some of our hotels are escrowed as FF&E reserves to fund future capital improvements. We own all the FF&E escrows for our hotels. During the six months ended June 30, 2026, certain of our hotel managers deposited $2,545 to these accounts and spent $3,870 from the FF&E reserve escrow accounts to renovate and refurbish our hotels. As of June 30, 2026, there was $5,439 on deposit in these escrow accounts, which was held directly by us and is reflected in our condensed consolidated balance sheets as restricted cash.
During the six months ended June 30, 2026, we sold 20 properties for a combined sales price of $20,575, excluding closing costs. From July 1, 2026 through August 3, 2026, we sold two net lease properties with a total of 11,220 square feet for a combined sales price of $1,076, excluding closing costs, and one hotel with 133 keys for a sales price of $18,350, excluding closing costs. We have also entered into agreements to sell 12 hotels with a total of 2,328 keys for a combined sales price of $77,350, excluding closing costs. These pending sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales, that these sales will not be delayed or that the terms will not change. We are at various stages of selling five net lease properties with a total of 8,709 square feet and two hotels with a total of 561 keys. We expect to use the net sales proceeds from these sales for general business purposes, including to repay debt.
During the six months ended June 30, 2026, we acquired four net lease properties with a total of 11,988 square feet for a combined purchase price of $9,174, excluding closing costs, using cash on hand. We have also entered into agreements to acquire five net lease properties with a total of 47,921 square feet for a combined purchase price of $14,245, excluding closing costs. We expect to use cash on hand for these acquisitions.
During the six months ended June 30, 2026, we declared and paid regular quarterly distributions to common shareholders using cash on hand as follows:
Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions
January 15, 2026 January 26, 2026 February 19, 2026 $ 0.05 $ 1,681
April 9, 2026 April 21, 2026 May 14, 2026 0.05 6,471
$ 0.10 $ 8,152
33
Table of Contents
On July 9, 2026, we declared a regular quarterly distribution to common shareholders of record as of July 20, 2026 of $0.05 per common share, or approximately $6,476. We expect to pay this distribution on or about August 13, 2026 using cash on hand.
In order to meet cash needs that may result from our desire or need to make distributions or pay operating or capital expenses, we maintain a $650,000 secured revolving credit facility which is governed by a credit agreement. We can borrow, subject to meeting certain financial covenants, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date of the facility by two additional six-month periods.
Interest payable on drawings under our revolving credit facility is based on SOFR plus a margin ranging from 1.50% to 3.00% based on our leverage ratio, as defined in our credit agreement, which was 2.75% as of June 30, 2026. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of June 30, 2026 and 2025, the annual interest rate payable on borrowings under our revolving credit facility was 6.43% and 6.89%, respectively. As of June 30, 2026, we had $25,000 outstanding under our revolving credit facility and $625,000 available for borrowing. As of August 3, 2026, we had no amounts outstanding under our revolving credit facility and $650,000 available for borrowing.
As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on certain properties. As of June 30, 2026, our revolving credit facility was secured by 55 properties, including 38 net lease properties and 17 hotels, with an aggregate undepreciated book value of $879,676.
Equity Offering
On April 2, 2026, we issued and sold 95,833,333 common shares (479,166,667 common shares prior to giving effect for the Reverse Share Split), including 12,500,000 common shares (62,500,000 common shares prior to giving effect for the Reverse Share Split) pursuant to the exercise of the underwriters’ option to purchase additional shares, at $6.00 per share ($1.20 per share prior to giving effect for the Reverse Share Split) in an underwritten public offering. Our net proceeds from this offering were approximately $541,798, after deducting the underwriters’ discount and other offering expenses, to redeem outstanding debt described below.
Redemption of Senior Unsecured Notes
During the six months ended June 30, 2026, we redeemed all $400,000 of our outstanding 4.95% senior unsecured notes due 2027, plus accrued and unpaid interest to, but excluding, the date of redemption and a combined make whole premium of $1,785 using cash on hand and net proceeds from our equity offering.
In March 2026, we redeemed all $700,000 of our outstanding 8.375% senior guaranteed unsecured notes due 2029 for a redemption price equal to the principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption and a make whole premium of $37,128, using net proceeds from the issuance of $745,000 of net lease mortgage notes and cash on hand.
In April 2026, we redeemed all $450,000 of our outstanding 5.50% senior guaranteed unsecured notes due 2027 for a redemption price equal to the principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption and a make whole premium of $7,191, using net proceeds from our equity offering.
34
Table of Contents
Net Lease Mortgage Notes
On March 6, 2026, the Issuers issued $745,000 in aggregate principal amount of net lease mortgage notes in three classes. The weighted average coupon rate of the three classes is 5.96%. The Series 2026-1 Class A notes and the Series 2026-1 Class B notes require monthly principal repayments at an annualized rate of 0.50% and 0.25% of the balances outstanding, respectively, and the Series 2026-1 Class M notes require interest payments only, with balloon payments due at maturity. The Series 2026-1 Notes mature in March 2031 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in March 2029. The Series 2026-1 Notes are non-recourse and, as of June 30, 2026, were secured by cash and 471 retail net lease properties, including 158 properties that we contributed in connection with this transaction. As of June 30, 2026, the current leases relating to the 471 properties required annual minimum rents of $152,996 and had an aggregate undepreciated book value of $1,508,727. As discussed above, we used the net proceeds from this transaction and cash on hand to redeem all $700,000 of our outstanding 8.375% senior guaranteed unsecured notes due 2029.
Our debt maturities as of June 30, 2026 were as follows:
Year Fixed Rate Debt Revolving Credit Facility and VFN
2026 $ 2,000 $ —
2027 584,151 70,000
2028 1,002,775 —
2029 427,038 —
2030 402,038 —
Thereafter 2,235,319 —
$ 4,653,321 $ 70,000
None of our senior note debt obligations require principal or sinking fund payments prior to their maturity dates. Our mortgage notes require monthly principal payments as described in Part I, Item 3 of this Quarterly Report on Form 10-Q.
We currently expect to use cash on hand, the cash flows from our operations, borrowings available under our revolving credit facility, if any, or VFN, net proceeds from any asset sales and net proceeds of offerings of equity or the incurrence of debt to fund our operations, capital expenditures, investments, future debt maturities, distributions to our shareholders and other general business purposes.
When significant amounts are outstanding for an extended period of time under our revolving credit facility, or the maturities of our indebtedness approach, we currently expect to explore refinancing alternatives. Such alternatives may include incurring additional debt, issuing new equity securities and the sale of properties. We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities. We may also seek to participate in joint ventures or other arrangements that may provide us additional sources of financing. We may also assume mortgage debt on properties we may acquire or obtain mortgage financing on our existing properties.
While we believe we will generally have access to various types of financings, including debt or equity, to fund our future acquisitions and to pay our debts and other obligations, we cannot be sure that we will be able to complete any debt or equity offerings or other types of financings or that our cost of any future public or private financings will not increase.
Our ability to complete, and the costs associated with, future debt transactions depend primarily upon credit market conditions and our then perceived creditworthiness. We have no control over market conditions. Our credit ratings depend upon evaluations by credit rating agencies of our business practices and plans, including our ability to maintain our earnings, to stagger our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to conduct our business to maintain and grow our operating cash flows. We intend to conduct our business activities in a manner which will afford us reasonable access to capital for investment and financing activities. However, as discussed elsewhere in this Quarterly Report on Form 10-Q, the impacts of the current, and possibly future, inflationary conditions, uncertainties surrounding interest rates and a possible economic recession are uncertain and may have various negative consequences on us and our operations, including a decline in financing availability and increased costs for financing. Further, such conditions could also disrupt the capital markets generally and limit our access to financing from public sources or on favorable terms, particularly if the global financial markets experience significant disruptions.
35
Table of Contents
Debt Covenants
Our debt obligations at June 30, 2026 consisted of $25,000 of borrowings outstanding under our $650,000 revolving credit facility, $3,305,155 aggregate principal amount of senior notes; $1,348,166 aggregate principal amount of net lease mortgage notes and $45,000 of borrowings outstanding under the VFN. For further information regarding our indebtedness, see Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our publicly and privately issued senior notes are governed by our indentures and related supplements. These indentures and related supplements and our credit agreement contain covenants that generally restrict our ability to incur debt, including debt secured by mortgages on our properties, in excess of calculated amounts, and require us to maintain various financial ratios. Our credit agreement, net lease mortgage notes, secured senior notes and unsecured senior notes, indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR ceasing to act as our business manager. As of June 30, 2026, we believe we were in compliance with all of the covenants under our indentures and their supplements, net lease mortgage notes and our credit agreement.
Senior Notes Indenture Covenants
The following table summarizes the results of the financial tests required by the indentures and related supplements for our senior secured and unsecured notes as of June 30, 2026:
Actual Results Covenant Requirement
Total debt / adjusted total assets 53.7% Maximum of 60%
Secured debt / adjusted total assets 34.1% Maximum of 40%
Consolidated income available for debt service / debt service 1.74x Minimum of 1.50x
Total unencumbered assets / unsecured debt 281.5% Minimum of 150%
Total unencumbered assets in guarantor subsidiaries / senior guaranteed unsecured debt 9.08x Minimum of 2.20x
As of June 30, 2026, adjusted total assets for covenant purposes as defined in our senior notes indentures were $8,790,187 and assets encumbered under our revolving credit facility, serving as collateral for our net lease mortgage notes or secured senior notes represented $3,934,966 of adjusted total assets, as defined in our senior notes indentures. Our unencumbered hotels, other net lease properties and other corporate assets represent $4,271,354, $455,174 and $128,693 of adjusted total assets, respectively.
36
Table of Contents
The following table presents the calculation of adjusted total assets to total assets in accordance with GAAP:
As of June 30, 2026
Total assets $ 5,838,485
Plus: accumulated depreciation (1) 2,575,552
Plus: impairment and other adjustments to reflect original cost of real estate assets 600,620
Less: accounts receivable and intangibles (224,470)
Adjusted total assets $ 8,790,187
(1)Includes $143,146 of accumulated depreciation on assets of properties held for sale.
Our ability to incur additional debt is subject to meeting the required covenant levels and subject to the provisions of our debt agreements.
Acceleration and Cross-Default
Our indentures and their supplements contain cross default provisions to any other debt of $50,000 or more. Similarly, our credit agreement has cross default provisions to other indebtedness that is recourse of $25,000 or more and indebtedness that is non-recourse of $75,000 or more. Neither our indentures and their supplements nor our credit agreement contain provisions for acceleration which could be triggered by a change in our debt ratings.
Supplemental Guarantor Information
Our 8.875% Senior Guaranteed Unsecured Notes due 2032, or the 2032 Notes, are fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries, including our foreign subsidiaries and our subsidiaries pledged under our credit agreement and our net lease mortgage notes. The notes and the guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. Our $1,225,000 of senior unsecured notes do not have the benefit of any guarantees.
A subsidiary guarantor’s guarantee of the 2032 Notes and all other obligations of such subsidiary guarantor under the indentures governing the notes will automatically terminate and such subsidiary guarantor will automatically be released from all of its obligations under such subsidiary guarantee and such indenture under certain circumstances, including on or after the date on which (a) the notes have received a rating equal to or higher than Baa2 (or the equivalent) by Moody’s Investor Services, or Moody’s, and BBB (or the equivalent) by Standard & Poor’s Rating Services, or S&P, or if Moody’s or S&P ceases to rate the notes for reasons outside of our control, the equivalent investment grade rating from any other rating agency and (b) no default or event of default has occurred and is continuing under the indenture. Our non-guarantor subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due on these notes or the guarantees, or to make any funds available therefor, whether by dividend, distribution, loan or other payments. The rights of holders of these notes to benefit from any of the assets of our non-guarantor subsidiaries are subject to the prior satisfaction of claims of those subsidiaries’ creditors and any preferred equity holders. As a result, these notes and the related guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee these notes, including guarantees of or pledges under other indebtedness of ours, payment obligations under lease agreements, trade payables and preferred equity.
37
Table of Contents
The following table presents summarized financial information for us and the subsidiary guarantors, on a combined basis, after elimination of (i) intercompany transactions and balances among us and the subsidiary guarantors, and (ii) equity in earnings from, and any investments in, any of our non-guarantor subsidiaries:
As of June 30, 2026 As of December 31, 2025
Real estate properties, net (1) $ 2,702,067 $ 3,514,819
Other assets, net 277,944 679,235
Indebtedness, net $ 3,228,540 $ 4,711,060
Intercompany balances (2) 2,180,386 1,630,868
Other liabilities 195,535 255,069
Six Months Ended June 30,
2026
Revenues $ 549,121
Expenses 735,264
Net loss $ (186,143)
(1)Real estate properties, net as of June 30, 2026 includes $16,418 of properties owned directly by us and not included in the assets of the subsidiary guarantors.
(2)Intercompany balances represent payables to non-guarantor subsidiaries.
Related Person Transactions
We have relationships and historical and continuing transactions with RMR, RMR Inc. and Sonesta and others related to them. For further information about these and other such relationships and related person transactions, see Notes 6, 10 and 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2025 Annual Report, our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders and our other filings with the Securities and Exchange Commission, or SEC. In addition, see the section captioned “Risk Factors” in our 2025 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.
Critical Accounting Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Estimates in the condensed consolidated financial statements include consolidation of VIEs, purchase price allocations, the determination of useful lives of fixed assets, classification of leases and the assessment of the book values and impairment of real estate intangible assets and equity investments.
A discussion of our critical accounting estimates is included in our 2025 Annual Report. There have been no significant changes in our critical accounting estimates since the year ended December 31, 2025.
Property and Operating Statistics (dollars in thousands, except hotel statistics)
As of June 30, 2026, we owned and managed a diverse portfolio of net lease and hotel properties across the United States and in Puerto Rico and Canada with 149 distinct brands across 22 industries.
Net Lease Portfolio
As of June 30, 2026, our net lease properties were 96.6% occupied and we had 25 properties available for lease. During the six months ended June 30, 2026, we entered into lease renewals for 378,242 rentable square feet (25 properties) at weighted (by rentable square feet) average rents that were 23.8% above the prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 5.4 years. We also entered into new leases for 51,517 rentable square feet (four properties) at rent that was 26.4% above the prior rent for the same space. The weighted (by rentable square feet) average lease term for these leases was 10.1 years.
38
Table of Contents
Generally, lease agreements with our net lease tenants require payment of minimum rent to us. Certain of these minimum rent payment amounts are secured by full or limited guarantees. Annualized minimum rent represents cash amounts and excludes adjustments, if any, necessary to record scheduled rent changes on a straight line basis or any expense reimbursement. Annualized minimum rent excludes the impact of rents prepaid by TA.
As of June 30, 2026, our net lease tenants operated across 140 brands. The following table identifies the top ten brands based on annualized minimum rent:
Brand No. of Properties Investment (1) Percent of Total Investment Annualized Minimum Rent Percent of Total AnnualizedMinimum Rent Rent Coverage (2)
1. TravelCenters of America Inc. 131 $ 2,254,950 44.5 % $ 183,936 46.4 % 1.34 x (3)
2. Petro Stopping Centers 44 1,015,156 20.0 % 85,611 21.6 % 1.34 x (3)
3. The Great Escape 14 98,242 1.9 % 7,711 1.9 % 4.00 x
4. Life Time Fitness 3 92,617 1.8 % 6,347 1.6 % 3.28 x
5. Buehler's Fresh Foods 5 76,469 1.5 % 6,223 1.6 % 2.75 x
6. Express Oil Change 23 49,724 1.0 % 4,088 1.0 % 5.24 x
7. Pizza Hut 43 51,512 1.0 % 4,068 1.0 % 2.24 x
8. Norms 10 53,673 1.1 % 3,498 0.9 % 3.55 x
9. America's Auto Auction 6 38,314 0.8 % 3,457 0.9 % 10.19 x
10. Flying J Travel Plaza 3 41,681 0.8 % 3,345 0.8 % 3.11 x
11. Other (4) 463 1,297,335 25.6 % 88,285 22.3 % 3.53 x
Total 745 $ 5,069,673 100.0 % $ 396,569 100.0 % 2.09 x
(1)Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 32 for our definition of rent coverage.
(3)Rent coverage information provided by tenant is for all 175 sites on a consolidated basis and is as of June 30, 2026.
(4)Consists of 130 distinct brands with an average investment of $2,802 per property and average annual minimum rent of $191 per property.
39
Table of Contents
As of June 30, 2026, our top ten net lease tenants based on our annualized minimum rent are listed below:
Tenant Brand Affiliation No. of Properties Investment (1) Percent of Total Investment Annualized Minimum Rent Percent of Total Annualized Minimum Rent Rent Coverage (2)
1. TravelCenters of America Inc. (3) TravelCenters of America / Petro Stopping Centers 175 $ 3,270,106 64.5 % $ 269,547 68.0 % 1.34x
2. Universal Pool Co., Inc. The Great Escape 14 98,242 1.9 % 7,711 1.9 % 4.00x
3. Healthy Way of Life II, LLC Life Time Fitness 3 92,617 1.8 % 6,347 1.6 % 3.28x
4. Styx Acquisition, LLC Buehler's Fresh Foods 5 76,469 1.5 % 6,223 1.6 % 2.75x
5. Express Oil Change, L.L.C. Express Oil Change 23 49,724 1.0 % 4,088 1.0 % 5.24x
6. Norms Restaurants, LLC Norms 10 53,673 1.1 % 3,498 0.9 % 3.55x
7. Automotive Remarketing Group, Inc. America's Auto Auction 6 38,314 0.8 % 3,457 0.9 % 10.19x
8. Pilot Travel Centers LLC Flying J Travel Plaza 3 41,681 0.8 % 3,345 0.8 % 3.11x
9. Fleet Farm Group LLC Fleet Farm 1 37,802 0.7 % 2,894 0.7 % 2.28x
10. Heartland Dental, LLC Heartland Dental 35 31,045 0.6 % 2,686 0.7 % 5.33x
Subtotal, top 10 275 3,789,673 74.7 % 309,796 78.1 % 1.71x
11. Other (4) Various 470 1,280,000 25.3 % 86,773 21.9 % 3.46x
Total 745 $ 5,069,673 100.0 % $ 396,569 100.0 % 2.09x
(1)Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 32 for our definition of rent coverage.
(3)TA is our largest tenant. As of June 30, 2026, we leased 175 travel centers (131 under the TravelCenters of America brand and 44 under the Petro Stopping Centers brand) to a subsidiary of TA under five master leases that expire in 2033. TA has five renewal options for 10 years each for all of the travel centers under each lease. BP Corporation North America Inc. guarantees payment under each of the five master leases. The aggregate guaranty as of June 30, 2026 was $2,863,781. Annualized minimum rent amounts and the rent used to calculate rent coverage are based on the stated rent amounts in the lease and exclude the impact of rents prepaid by TA. Rent coverage was 1.29x, 1.35x, 1.47x, 1.45x and 1.20x for our TA leases no. 1, no. 2, no. 3, no. 4 and no. 5, respectively. Rent coverage is as of June 30, 2026.
(4)Consists of 175 tenants with an average investment of $2,723 per property and an average annual minimum rent of $185 per property.
40
Table of Contents
As of June 30, 2026, our net lease tenants operated across 21 distinct industries within the service-focused retail sector of the U.S. economy.
Industry No. of Properties Investment (1) Percent of Total Investment Annualized Minimum Rent Percent of Total Annualized Minimum Rent Rent Coverage (2)
1. Travel Centers 178 $ 3,311,787 65.3% $ 272,892 68.9 % 1.36 x (3)
2. Restaurants - Quick Service 211 297,129 5.9% 21,384 5.4 % 2.92 x
3. Health and Fitness 15 204,048 4.0% 13,318 3.4 % 2.42 x
4. Restaurants - Casual Dining 58 207,505 4.1% 13,284 3.3 % 2.91 x
5. Grocery Stores 19 129,152 2.5% 9,895 2.5 % 3.21 x
6. Automotive Equipment and Services 65 109,145 2.2% 8,382 2.1 % 4.78 x
7. Movie Theaters 14 134,514 2.7% 7,810 2.0 % 2.03 x
8. Home Goods and Leisure 14 98,242 1.9% 7,711 1.9 % 4.00 x
9. Medical, Dental Office 55 80,117 1.6% 6,568 1.7 % 3.94 x
10. Automotive Dealers 8 62,656 1.2% 5,345 1.3 % 8.15 x
11. General Merchandise Stores 4 56,570 1.1% 4,054 1.0 % 3.06 x
12. Entertainment 3 51,473 1.0% 3,966 1.0 % 1.27 x
13. Building Materials 30 35,554 0.7% 3,538 0.9 % 7.89 x
14. Educational Services 5 39,921 0.8% 3,020 0.8 % 2.12 x
15. Car Washes 7 36,125 0.7% 2,892 0.7 % 4.78 x
16. Miscellaneous Manufacturing 5 24,355 0.5% 2,046 0.5 % 12.51 x
17. Sporting Goods 4 29,386 0.6% 1,922 0.5 % 4.35 x
18. Dollar Stores 7 10,253 0.2% 721 0.2 % 2.40 x
19. Legal Services 3 7,609 0.2% 681 0.2 % 4.93 x
20. Drug Stores and Pharmacies 3 9,699 0.2% 590 0.1 % 1.26 x
21. Other (4) 12 68,532 1.4% 6,550 1.6 % 4.89 x
22. Vacant 25 65,901 1.2% — — % — x
Total 745 $ 5,069,673 100.0% $ 396,569 100.0% 2.09 x
(1)Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 32 for our definition of rent coverage.
(3)Rent coverage for TA is as of June 30, 2026. Annualized minimum rent amounts and the rent used to calculate rent coverage are based on the stated rent amounts in the lease and exclude the impact of rents prepaid by TA.
(4)Consists of miscellaneous businesses with an average investment of $5,711 per property.
41
Table of Contents
As of June 30, 2026, lease expirations at our net lease properties by year are as follows:
Year (1) Number of Properties Square Feet Annualized Minimum Rent Expiring Percent of Total Annualized Minimum Rent Expiring Cumulative Percent of Total Annualized Minimum Rent Expiring
2026 30 339,921 $ 3,951 1.0% 1.0%
2027 32 881,425 11,159 2.8% 3.8%
2028 21 589,589 9,583 2.4% 6.2%
2029 79 621,771 10,678 2.7% 8.9%
2030 38 311,201 7,310 1.8% 10.7%
2031 61 553,570 8,519 2.1% 12.8%
2032 38 313,776 5,296 1.3% 14.1%
2033 214 5,374,417 276,021 69.6% 83.7%
2034 22 289,885 5,825 1.5% 85.2%
2035 48 1,188,024 22,211 5.6% 90.8%
2036 30 443,842 7,736 2.0% 92.8%
2037 17 734,323 5,940 1.5% 94.3%
2038 6 44,484 1,209 0.3% 94.6%
2039 14 241,746 4,891 1.2% 95.8%
2040 33 223,031 6,039 1.5% 97.3%
2041 11 222,691 3,190 0.8% 98.1%
2042 1 5,775 160 —% 98.1%
2043 7 127,440 2,233 0.6% 98.7%
2044 2 93,010 278 0.1% 98.8%
2045 12 157,306 3,851 1.0% 99.8%
2046 1 6,500 216 0.1% 99.9%
Thereafter 3 56,919 273 0.1% 100.0%
Total 720 12,820,646 $ 396,569 100.0%
(1)The year of lease expiration is pursuant to contract terms.
As of June 30, 2026, shown below is the list of our top ten states where our net lease properties are located. No other state represents more than 3% of our net lease annualized minimum rents.
State Number of Properties Square Feet Annualized Minimum Rent Percent of Total Annualized Minimum Rent
Texas 56 1,182,445 $ 35,612 9.0%
Ohio 36 1,272,998 28,231 7.1%
Illinois 53 981,562 27,996 7.1%
California 22 399,045 26,494 6.7%
Georgia 69 573,419 21,040 5.3%
Florida 44 576,815 18,583 4.7%
Arizona 23 514,480 17,970 4.5%
Pennsylvania 27 506,563 16,030 4.0%
Indiana 37 564,664 15,820 4.0%
New Mexico 18 251,172 12,564 3.2%
Other 360 6,730,346 176,229 44.4%
Total 745 13,553,509 $ 396,569 100.0%
42
Table of Contents
Hotel Portfolio
The following tables summarize the operating statistics, including occupancy, ADR and RevPAR reported to us by our hotel managers by hotel brand for the periods indicated. All operating data presented are based upon the operating results provided by our hotel managers for the indicated periods. We have not independently verified our managers’ operating data.
Retained & Exit Hotels* No. of Rooms or Suites Occupancy ADR RevPAR
Service Level No. of Hotels Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30,
Brand 2026 2025 Change 2026 2025 Change 2026 2025 Change
Retained Hotels:
Royal Sonesta Hotels® Full Service 14 4,821 73.9 % 70.1 % 3.8 pts $255.38 $247.20 3.3 % $ 188.73 $ 173.26 8.9 %
Sonesta Hotels & Resorts® Full Service 18 6,040 69.2 % 68.2 % 1.0 pts 182.21 177.66 2.6 % 126.07 121.24 4.0 %
Radisson® Hotels & Resorts Full Service 5 1,149 70.1 % 64.8 % 5.3 pts 158.75 153.03 3.7 % 111.25 99.22 12.1 %
Country Inn & Suites® by Radisson Full Service 2 346 73.6 % 70.1 % 3.5 pts 151.30 144.57 4.7 % 111.35 101.29 9.9 %
Crowne Plaza® Full Service 1 495 77.1 % 67.8 % 9.3 pts 141.46 133.49 6.0 % 109.00 90.45 20.5 %
Full Service Total/Average 40 12,851 71.5 % 68.7 % 2.8 pts 205.98 199.61 3.2 % 147.19 137.05 7.4 %
Sonesta ES Suites® Extended Stay 7 958 81.4 % 80.3 % 1.1 pts 153.99 149.90 2.7 % 125.40 120.40 4.2 %
Sonesta Select® Select Service 7 1,028 73.3 % 70.7 % 2.6 pts 138.00 136.48 1.1 % 101.22 96.54 4.8 %
Sonesta Simply Suites® Extended Stay 7 1,144 71.1 % 73.1 % (2.0) pts 132.61 129.80 2.2 % 94.34 94.87 (0.6) %
Hyatt Place® Select Service 17 2,107 77.2 % 74.3 % 2.9 pts 129.08 126.28 2.2 % 99.60 93.78 6.2 %
Focused Service Total/Average 38 5,237 75.9 % 74.4 % 1.5 pts 136.39 133.60 2.1 % 103.49 99.43 4.1 %
Retained Hotels Total/Average 78 18,088 72.7 % 70.3 % 2.4 pts $184.96 $179.38 3.1 % $ 134.53 $ 126.16 6.6 %
Exit Hotels:
Royal Sonesta Hotels® Full Service 3 842 63.3 % 57.2 % 6.1 pts $184.66 $174.30 5.9 % $116.98 $99.68 17.4 %
Sonesta Hotels & Resorts® Full Service 4 1,168 54.2 % 55.7 % (1.5) pts 95.09 98.49 (3.4) % 51.58 54.90 (6.1) %
Full Service Total/Average 7 2,010 58.1 % 56.4 % 1.7 pts 136.03 130.72 4.1 % 78.97 73.66 7.2 %
Sonesta ES Suites® Extended Stay 6 768 77.9 % 74.2 % 3.7 pts 114.59 117.42 (2.4) % 89.31 87.13 2.5 %
Sonesta Simply Suites® Extended Stay 2 244 77.6 % 78.7 % (1.1) pts 83.04 82.50 0.6 % 64.41 64.92 (0.8) %
Focused Service Total/Average 8 1,012 77.9 % 75.3 % 2.6 pts 107.01 108.62 (1.5) % 83.31 81.78 1.9 %
Exit Hotels Total/Average 15 3,022 64.7 % 62.7 % 2.0 pts 124.33 121.83 2.1 % 80.43 76.38 5.3 %
Retained & Exit Hotels Total/Average 93 21,110 71.6 % 69.2 % 2.4 pts $177.11 $171.92 3.0 % $ 126.78 $ 119.03 6.5 %
*Includes results of all hotels owned as of June 30, 2026. Excludes the results of hotels sold during the periods presented. Retained Hotels represents 53 hotels managed by Sonesta, 17 hotels managed by Hyatt, seven hotels managed by Radisson and one hotel managed by IHG that we will continue to own after the Exit Hotels are sold. Exit Hotels represents one hotel sold in July 2026 and 14 hotels managed by Sonesta that are currently under agreement or being marketed for sale.
43
Table of Contents
Retained & Exit Hotels* No. of Rooms or Suites Occupancy ADR RevPAR
Service Level No. of Hotels Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30,
Brand 2026 2025 Change 2026 2025 Change 2026 2025 Change
Retained Hotels:
Royal Sonesta Hotels® Full Service 14 4,821 65.7 % 62.8 % 2.9 pts $256.98 $250.89 2.4 % $ 168.71 $ 157.60 7.1 %
Sonesta Hotels & Resorts® Full Service 18 6,040 65.6 % 61.3 % 4.3 pts 181.14 179.72 0.8 % 118.75 110.23 7.7 %
Radisson® Hotels & Resorts Full Service 5 1,149 68.4 % 62.2 % 6.2 pts 160.13 153.53 4.3 % 109.48 95.44 14.7 %
Country Inn & Suites® by Radisson Full Service 2 346 68.8 % 62.9 % 5.9 pts 139.96 138.62 1.0 % 96.28 87.14 10.5 %
Crowne Plaza® Full Service 1 495 73.1 % 70.6 % 2.5 pts 140.90 141.95 (0.7) % 102.93 100.16 2.8 %
Full Service Total/Average 40 12,851 66.2 % 62.4 % 3.8 pts 204.53 201.50 1.5 % 135.44 125.66 7.8 %
Sonesta ES Suites® Extended Stay 7 958 77.9 % 74.3 % 3.6 pts 154.89 151.29 2.4 % 120.66 112.38 7.4 %
Sonesta Select® Select Service 7 1,028 68.8 % 66.7 % 2.1 pts 131.74 132.91 (0.9) % 90.58 88.65 2.2 %
Sonesta Simply Suites® Extended Stay 7 1,144 69.9 % 70.4 % (0.5) pts 123.58 122.75 0.7 % 86.37 86.44 (0.1) %
Hyatt Place® Select Service 17 2,107 72.0 % 68.5 % 3.5 pts 126.34 124.82 1.2 % 90.99 85.46 6.5 %
Focused Service Total/Average 38 5,237 72.0 % 69.6 % 2.4 pts 132.42 131.05 1.0 % 95.33 91.22 4.5 %
Retained Hotels Total/Average 78 18,088 67.9 % 64.5 % 3.4 pts $182.39 $179.47 1.6 % $ 123.83 $ 115.69 7.0 %
Exit Hotels:
Royal Sonesta Hotels® Full Service 3 842 46.8 % 42.0 % 4.8 pts $167.03 $161.45 3.5 % $78.09 $67.79 15.2 %
Sonesta Hotels & Resorts® Full Service 4 1,168 52.0 % 54.8 % (2.8) pts 94.40 95.95 (1.6) % 49.06 52.62 (6.8) %
Full Service Total/Average 7 2,010 49.8 % 49.5 % 0.3 pts 122.97 119.24 3.1 % 61.22 58.98 3.8 %
Sonesta ES Suites® Extended Stay 6 768 70.6 % 67.7 % 2.9 pts 109.73 113.51 (3.3) % 77.44 76.84 0.8 %
Sonesta Simply Suites® Extended Stay 2 244 70.1 % 77.1 % (7.0) pts 81.57 79.92 2.1 % 57.15 61.58 (7.2) %
Focused Service Total/Average 8 1,012 70.5 % 70.0 % 0.5 pts 102.97 104.59 (1.5) % 72.55 73.16 (0.8) %
Exit Hotels Total/Average 15 3,022 56.7 % 56.3 % 0.4 pts 114.65 113.15 1.3 % 65.01 63.73 2.0 %
Retained & Exit Hotels Total/Average 93 21,110 66.3 % 63.3 % 3.0 pts $174.09 $171.02 1.8 % $ 115.40 $ 108.25 6.6 %
*Includes results of all hotels owned as of June 30, 2026. Excludes the results of hotels sold during the periods presented. Retained Hotels represents 53 hotels managed by Sonesta, 17 hotels managed by Hyatt, seven hotels managed by Radisson and one hotel managed by IHG that we will continue to own after the Exit Hotels are sold. Exit Hotels represents one hotel sold in July 2026 and 14 hotels managed by Sonesta that are currently under agreement or being marketed for sale.
Non-GAAP Financial Measures
We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including funds from operations, or FFO, and normalized funds from operations, or Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs.
44
Table of Contents
Funds From Operations and Normalized Funds From Operations
We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of real estate and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, as well as adjustments to reflect our share of FFO attributable to an investee and certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the items shown below. FFO and Normalized FFO are among the factors considered by our Board when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to satisfy our REIT distribution requirements, limitations in our debt agreements, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and our dividend yield compared to the dividend yields of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do.
Our calculations of FFO and Normalized FFO for the three and six months ended June 30, 2026 and 2025 and reconciliations of net loss, the most directly comparable financial measure under GAAP reported in our condensed consolidated financial statements, to those amounts appear in the following table (amounts in thousands, except per share amounts):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net loss $ (223,838) $ (38,159) $ (375,016) $ (154,594)
Add (less): Depreciation and amortization 77,083 75,030 152,926 164,130
Loss on asset impairment 189,097 17,654 217,192 54,721
Loss (gain) on sale of real estate, net 383 156 (972) (590)
Adjustments to reflect our share of FFO attributable to an investee 1,217 1,182 2,485 2,382
FFO 43,942 55,863 (3,385) 66,049
Add (less): Loss on early extinguishment of debt, net 9,383 — 61,254 —
Transaction related costs 463 1,345 2,972 1,456
Adjustments to reflect our share of Normalized FFO attributable to an investee 1,236 395 1,628 934
Normalized FFO $ 55,024 $ 57,603 $ 62,469 $ 68,439
Weighted average common shares outstanding (basic and diluted) 128,085 33,148 80,944 33,135
Basic and diluted per common share amounts:
Net loss $ (1.75) $ (1.15) $ (4.63) $ (4.67)
FFO $ 0.34 $ 1.69 $ (0.04) $ 1.99
Normalized FFO $ 0.43 $ 1.74 $ 0.77 $ 2.07
Distributions declared per share $ 0.05 $ 0.05 $ 0.10 $ 0.10
45
Table of Contents