RMR Group LLC → Service Properties Trust SVC

The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference. In connection with the Offering, also on April 2, 2026, Christopher J. Bilotto, executive vice president of RMR Inc., executive vice president of RMR LLC and one of the Issuer's Managing Trustees and its President and Chief Executive Officer, and Brian E. Donley, senior vice president of RMR LLC and the Issuer's Chief Financial Officer and Treasurer, as well as certain of the Issuer's Trustees, purchased from the underwriters an aggregate of 248,333 Common Shares, including 100,000 Common Shares acquired by Mr. Bilotto, at the public offering price of $1.20 per share. In connection with the Offering, RMR LLC, Messrs. Bilotto, Donley and Portnoy, and certain of the Trustees of the Issuer entered into lock-up agreements with the underwriters, pursuant to which each agreed, without the prior written consent of Yorkville Securities, LLC and subject to certain exceptions, not to sell, transfer or otherwise dispose of any Common Shares beneficially owned by them for a period of 90 days after March 31, 2026, the date of the Underwriting Agreement. The Reporting Persons acquired the Common Shares reported herein for investment purposes. In addition to Mr. Portnoy's role as a Managing Trustee of the Issuer, the Reporting Persons may from time to time engage in discussions with the Issuer, its Trustees and officers, other shareholders of the Issuer and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries. The Reporting Persons and their affiliates may acquire or dispose of Common Shares, other shares of capital stock or equity interests of the Issuer and/or its subsidiaries, from time to time, in the open market, private transactions, or otherwise, depending upon various factors, including, without limitation, the Issuer's business, prospects and financial condition, the market for such shares or interests, actions taken by the Issuer's trustees, general economic and stock market conditions, proposals from time to time sought by or presented to them, the existence of any lock-up periods and other factors. Each Reporting Person intends to closely monitor its or his investments and may from time to time take advantage of opportunities presented to it or him. Except as otherwise described above in this Item 4 and with respect to Mr. Portnoy, other than as may have arisen in his capacity as a Trustee of the Issuer or in connection with his role with RMR LLC as a provider of services for or on behalf of the Issuer, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4 of Schedule 13D, although each Reporting Person may, at any time and from time to time, review or reconsider such Reporting Person's position and/or change such Reporting Person's purpose and/or formulate plans or proposals with respect thereto. To the extent Mr. Portnoy may be involved in the formulation or approval of such plans or proposals as a Trustee of the Issuer or in connection with his role with RMR LLC as a provider of services for or on behalf of the Issuer, Mr. Portnoy does not expect to disclose such developments or his involvement by amending this Schedule 13D unless he also participates in developing or making such plans or proposals in his capacity as an investor in the Issuer.