Seven Hills Realty Trust Announces Completion of Rights Offering

Key Terms

transferable rights offering financial

A transferable rights offering is a company raising money by giving existing shareholders tradable tokens called “rights” that let them buy new shares at a set price. Think of it like a coupon that shareholders can either use to buy discounted stock, sell to someone else, or let expire; it matters to investors because exercising preserves ownership percentage while selling can provide cash, and the overall offering can dilute share value for those who do nothing.

subscription price financial

Subscription price is the set amount an investor pays to buy newly issued shares, bonds or units when a company offers them directly, such as in a rights issue or subscription offering. It matters because it determines how much an investor’s ownership cost will be, affects potential gains or losses and influences dilution of existing shareholders—think of it as a pre-order price that helps decide whether joining the new issue is worthwhile.

backstop agreement financial

A backstop agreement is a guarantee from a third party to buy any unsold shares or take up remaining financing in a company’s stock sale or fundraising round, acting like a safety net so the deal goes through. For investors, it lowers the chance that a planned capital raise will fail and clarifies how much new stock might be issued and who will hold it, which can affect share value and dilution.

aggregate purchase price financial

The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.

shelf registration statement regulatory

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

NEWTON, Mass.--(BUSINESS WIRE)-- Seven Hills Realty Trust (Nasdaq: SEVN) today announced the results of its fully backstopped transferable rights offering, which expired on December 4, 2025. The offering resulted in subscriptions for approximately 5,517,113 of SEVN’s common shares, or approximately 73.2% of the 7,532,861 common shares, offered at a subscription price of $8.65 per share.

As previously disclosed, SEVN and Tremont Realty Capital LLC, or Tremont, entered into a backstop agreement, pursuant to which Tremont agreed to exercise its pro rata primary subscription right in full and, upon the completion of the offering, to purchase the rest of all remaining common shares not otherwise subscribed for in the offering. As a result, Tremont will purchase 2,015,748 common shares for an aggregate purchase price of approximately $17.4 million.

UBS Investment Bank acted as the sole dealer manager in connection with the offering. The gross proceeds to be received by SEVN in the offering, including the backstop commitment, are expected to be approximately $65.2 million before certain expenses incurred by SEVN in connection with the offering.

The offering was made pursuant to SEVN’s existing effective shelf registration statement on Form S-3 (Reg. No. 333-290401) on file with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement (and the accompanying base prospectus) filed with the SEC.

All common shares to be issued in the offering, including shares purchased by Tremont pursuant to the backstop agreement, are expected to be delivered to participants or their designees on or about December 11, 2025.

SEVN intends to use the proceeds from the offering to fund the continued growth of its business by expanding its loan portfolio and capitalizing on compelling, risk-adjusted opportunities in the current lending environment, consistent with its stated investment strategy.

About Seven Hills Realty Trust

Seven Hills Realty Trust (Nasdaq: SEVN) is a real estate investment trust, or REIT, that originates and invests in first mortgage loans secured by middle market transitional commercial real estate. SEVN is managed by Tremont Realty Capital, a wholly-owned subsidiary of The RMR Group, a leading U.S. alternative asset management company with approximately $39 billion in assets under management and more than 35 years of institutional experience in buying, selling, financing and operating commercial real estate.

WARNING CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These statements may include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions. Forward-looking statements reflect SEVN’s current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause SEVN’s actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following: SEVN’s expectations regarding the offering, the planned timing and use of the proceeds from the offering; and the ability of SEVN to make additional investments, and the success thereof. These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in SEVN’s periodic filings with the Securities and Exchange Commission, or SEC. The information contained in SEVN’s filings with the SEC, including under the caption “Risk Factors” in its periodic reports, or incorporated therein, identifies important factors that could cause SEVN’s actual results to differ materially from those stated in or implied by SEVN’s forward-looking statements. SEVN’s filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue reliance upon forward-looking statements. Except as required by law, SEVN does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.
No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251209901821/en/

Matt Murphy, Manager, Investor Relations

(617) 796-8253

www.sevnreit.com

Source: Seven Hills Realty Trust