DHC director receives 12,401-share equity award

PORTNOY ADAM D. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

PORTNOY ADAM D. reported acquisition or exercise transactions in this Form 4 filing.

Diversified Healthcare Trust director Adam D. Portnoy reported an equity-based compensation grant and updated holdings. He received 12,401 Common Shares of Beneficial Interest as an award under the company’s equity compensation plan, bringing his directly held stake to 427,557.55 shares.

The filing also lists 23,250,019 Common Shares of Beneficial Interest held indirectly through ABP Trust. Mr. Portnoy, as sole trustee, officer and controlling shareholder of ABP Trust, may be deemed a beneficial owner of those shares but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 12,401 shares

Grant/Award 2 txns

Insider PORTNOY ADAM D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares of Beneficial Interest	12,401	$0.00	$0.00
holding	Common Shares of Beneficial Interest	--	--	--

Holdings After Transaction: Common Shares of Beneficial Interest — 427,557.55 shares (Direct); Common Shares of Beneficial Interest — 23,250,019 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Transaction reported is award of shares pursuant to the Issuer's equity compensation plan.
2. F2. These shares are held by ABP Trust; Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Key Figures

Equity award shares: 12,401 shares Award price per share: $0.00 per share Direct holdings after award: 427,557.55 shares +3 more

6 metrics

Equity award shares 12,401 shares Common Shares of Beneficial Interest granted under equity compensation plan

Award price per share $0.00 per share Stated transaction price for equity compensation grant

Direct holdings after award 427,557.55 shares Common Shares of Beneficial Interest held directly after transaction

Indirect ABP Trust holdings 23,250,019 shares Common Shares of Beneficial Interest held indirectly via ABP Trust

Acquire-type transactions 1 transaction Grant, award, or other acquisition reported in transaction summary

Holding entries 1 entry Indirect holding line for ABP Trust in transaction summary

Key Terms

equity compensation plan, Common Shares of Beneficial Interest, beneficial owner, pecuniary interest, +1 more

5 terms

equity compensation plan financial

"Transaction reported is award of shares pursuant to the Issuer's equity compensation plan."

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

Common Shares of Beneficial Interest financial

"security_title: Common Shares of Beneficial Interest"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

beneficial owner financial

"may be deemed to be a beneficial owner of these shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaims such beneficial ownership except to the extent of his pecuniary interest therein"

indirect ownership financial

"These shares are held by ABP Trust; Mr. Portnoy ... may be deemed to be a beneficial owner"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Adam D. Portnoy report in his latest Form 4 for DHC?

Adam D. Portnoy reported receiving an award of 12,401 Common Shares of Diversified Healthcare Trust under its equity compensation plan. The Form 4 also updates his direct and indirect shareholdings, including a large position held through ABP Trust with partial beneficial ownership disclaimed.

How many DHC shares did Adam D. Portnoy receive as an equity award?

He received 12,401 Common Shares of Beneficial Interest in Diversified Healthcare Trust at a stated price of $0.00 per share. The award was granted pursuant to the issuer’s equity compensation plan, indicating it is part of his director compensation rather than an open-market purchase.

What are Adam D. Portnoy’s direct holdings in DHC after this Form 4?

After the reported equity award, Adam D. Portnoy directly holds 427,557.55 Common Shares of Beneficial Interest of Diversified Healthcare Trust. This figure reflects only his direct ownership, separate from additional shares reported as indirectly owned through ABP Trust in the same filing.

How many DHC shares are reported as indirectly owned through ABP Trust?

The Form 4 lists 23,250,019 Common Shares of Diversified Healthcare Trust as indirectly held by ABP Trust. Mr. Portnoy may be deemed a beneficial owner due to his roles at ABP Trust but disclaims beneficial ownership except for his pecuniary interest, as stated in the footnote.

Does the DHC Form 4 show any open-market buying or selling by Adam D. Portnoy?

The Form 4 does not report any open-market purchases or sales by Adam D. Portnoy. It shows an equity compensation award of shares and an indirect holding entry for ABP Trust, without transaction codes that indicate market buy or sell activity.

What is the significance of the beneficial ownership disclaimer in the DHC Form 4?

The filing states that Mr. Portnoy may be deemed a beneficial owner of shares held by ABP Trust but disclaims such ownership except for his pecuniary interest. This clarifies that some reported indirect holdings are associated with him through the trust structure, not necessarily personally owned.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/12/2026 - 04:21 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PORTNOY ADAM D.

(Last) (First) (Middle)

C/O THE RMR GROUP LLC

TWO NEWTON PL., 255 WASH. ST., STE. 300

(Street)

NEWTON MASSACHUSETTS 02458

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DIVERSIFIED HEALTHCARE TRUST [ NASDAQ:DHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	06/10/2026		A		12,401	A	(1)	427,557.55	D
Common Shares of Beneficial Interest								23,250,019	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transaction reported is award of shares pursuant to the Issuer's equity compensation plan.

2. These shares are held by ABP Trust; Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Adam D. Portnoy	06/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)