Exhibit 3.1

 

 DEPARTMENT OF

ASSESSMENTS AND TAXATION

 

Date: 07/06/2026

 

DUANE MORRIS LLP 

100 INTERNATIONAL DRIVE 

SUITE 700 

BALTIMORE MD 21202

 

THIS LETTER IS TO CONFIRM ACCEPTANCE OF THE FOLLOWING FILING:

 

ENTITY NAME : SERVICE PROPERTIES TRUST
   
DEPARTMENT ID : D04141826
   
TYPE OF REQUEST : ARTICLES OF AMENDMENT
   
DATE FILED : 07-06-2026
   
TIME FILED : 11:51 AM
   
RECORDING FEE : $100.00
   
EXPEDITED FEE : $445.00
   
COPY FEE : $23.00
   
FILING NUMBER : 1000362015371521
   
CUSTOMER ID : 0004061908
   
WORK ORDER NUMBER : 0005278482

 

PLEASE VERIFY THE INFORMATION CONTAINED IN THIS LETTER. NOTIFY THIS DEPARTMENT IN WRITING IF ANY INFORMATION IS INCORRECT. INCLUDE THE CUSTOMER ID AND THE WORK ORDER NUMBER ON ANY INQUIRIES.

 

Charter Division 

Baltimore metro area (410) 767-4950 

Outside metro area (888) 246-5941

  

  700 East Pratt Street 2nd Floor Suite 2700, Baltimore, Maryland 21202 0014494070
  Telephone (410)767- 4950 / Toll free in Maryland (888)246-5941
  MRS (Maryland Relay Service) (800)735-2258 TT/Voice CACCPT
  Website: www.dat.maryland.gov  

 

 

 

  

SERVICE PROPERTIES TRUST

 

ARTICLES OF AMENDMENT

 

Service Properties Trust, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: At the Effective Time (as defined below), Section 5.1 of Article V of the Declaration of Trust of the Trust (the “Declaration of Trust”) is hereby amended to provide that every five (5) common shares of beneficial interest, $.01 par value per share (the “Common Shares”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable issued and outstanding Common Share, $.05 par value per share, without any further action by the Trust or any holder thereof (the “Reverse Split”). No fractional shares shall be issued in connection with the Reverse Split. Shareholders of the Trust who otherwise would be entitled to receive fractional shares of beneficial interest shall be entitled to receive cash (without interest or deduction) in lieu of such fractional share interests based on the closing price of the Common Shares on the Nasdaq Stock Market LLC on the Effective Date (as defined below).

 

SECOND: The amendment to the Declaration of Trust as set forth above has been duly approved by the Board of Trustees of the Trust. Pursuant to Sections 8-501(e)(2) and 8-501(f)(3) of the Maryland REIT Law, no shareholder approval is required.

 

THIRD: The amendment to the Declaration of Trust as set forth above shall take effect on July 6, 2026 (the “Effective Date”) at 4:01 p.m. Eastern Time (the “Effective Time”).

 

FOURTH: The undersigned Chief Financial Officer and Treasurer of the Trust acknowledges these Articles of Amendment to be the official act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer and Treasurer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Secretary on this 6th day of July, 2026.

 

ATTEST: SERVICE PROPERTIES TRUST

 

By: /s/ Lindsey A. Getz   By: /s/ Brian E. Donley
Name: Lindsey A. Getz   Name: Brian E. Donley
Title: Secretary   Title: Chief Financial Officer and Treasurer

 

[Signature Page to SVC Articles of Amendment (Reverse Split)]