Material Event (Form 8-K)

Item 8.01. Other Events.

ABS Financing Transaction

On February 20, 2026, our wholly owned, special purpose bankruptcy-remote, indirect subsidiaries, SVC ABS LLC, SVC 2026 ABS LLC and SVC 2026 TA ABS LLC, or collectively, the Issuers, entered into a Note Purchase Agreement, or the Note Purchase Agreement, with certain initial purchasers, pursuant to which the Issuers agreed to sell $745.0 million in aggregate principal amount of Net-Lease Mortgage Notes - Series 2026-1, or, collectively, the 2026 ABS Notes, to Qualified Institutional Buyers as defined in Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, and outside the United States in accordance with Regulation S under the Securities Act, and upon certain representations and warranties made by the initial purchasers in the Note Purchase Agreement. The Note Purchase Agreement also contains customary representations, warranties and agreements by us and the Issuers.

The 2026 ABS Notes will bear the following initial principal balance, annual interest rates and expected Standard & Poor's ratings, respectively:

The Class A 2026 ABS Notes and the Class B 2026 ABS Notes will require monthly principal repayments at an annualized rate of 0.50% and 0.25% of the balance outstanding, respectively, and the Class M 2026 ABS Notes will require interest payments only until the maturity date. The 2026 ABS Notes are expected to mature in March 2031 and may be redeemed at par beginning in March 2029. The 2026 ABS Notes will be non-recourse and will be secured by 472 net lease retail properties owned by the Issuers, including 158 properties being contributed by us in connection with this transaction, on a pro rata basis with certain net lease mortgage notes with an outstanding principal balance of approximately $604.3 million and a variable funding note with an outstanding note balance of $45.0 million previously issued by SVC ABS LLC. The 2026 ABS Notes are expected to be issued on or about March 6, 2026. The net proceeds from this transaction, after initial purchaser discounts and offering costs, are expected to be approximately $730.0 million and will be used for the repayment of outstanding debt and general corporate purposes.

Some of the initial purchasers and their affiliates have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions for these engagements.

This Current Report on Form 8-K does not constitute or form any part of an offer to sell or the solicitation of an offer to acquire, purchase or subscribe for securities, nor shall there be any sale of the securities described above in any jurisdiction in which their offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. The 2026 ABS Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

2029 Notes Redemption

On February 20, 2026, we delivered a notice of redemption to U.S. Bank Trust Company, National Association, as trustee, with respect to all of our outstanding 8.375% Senior Guaranteed Unsecured Notes due 2029, for a redemption price equal to the principal amount of $700.0 million, plus accrued and unpaid interest to, but excluding the date of redemption, plus the applicable premium. This redemption is expected to occur on or about March 7, 2026. We currently expect to fund this redemption with the proceeds from the ABS financing transaction described above.