DHC CFO has 13,895 shares withheld for taxes

DHC’s CFO had shares withheld to cover taxes on a vesting equity award, leaving him with over 153,000 shares owned directly.

Rhea-AI Filing Summary

DIVERSIFIED HEALTHCARE TRUST (DHC) reported that its CFO and Treasurer, Matthew C. Brown, had 13,895 Common Shares of Beneficial Interest withheld on September 17, 2026 to satisfy tax liabilities related to a vesting equity award, as permitted under Rule 16b-3. The shares were valued at $8.13 per share for this tax-withholding transaction, and Brown now holds 153,109 shares directly.

Insider Trade Summary

Tax Withholding: 13,895 shares

Tax Withholding 1 txn

Insider Brown Matthew C.

Role CFO and Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares of Beneficial Interest F1	13,895	$8.13	$113K

Holdings After Transaction: Common Shares of Beneficial Interest — 153,109 shares (Direct)

Footnotes (1)

1. F1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

Key Figures

Shares withheld for taxes: 13,895 shares Tax-withholding reference price: $8.13 per share Shares held after transaction: 153,109 shares

3 metrics

Shares withheld for taxes 13,895 shares Withheld on September 17, 2026 to pay tax liability on vesting

Tax-withholding reference price $8.13 per share Valuation used for the 13,895 withheld shares

Shares held after transaction 153,109 shares Directly owned by Matthew C. Brown following the September 17, 2026 transaction

Key Terms

Common Shares of Beneficial Interest, Rule 16b-3, Payment of tax liability by withholding securities

3 terms

Common Shares of Beneficial Interest financial

"security titled "Common Shares of Beneficial Interest" was used in the transaction"

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.

Rule 16b-3 regulatory

"withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Payment of tax liability by withholding securities financial

"Payment of tax liability by withholding securities incident to the vesting"

FAQ

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

What insider transaction did DHC’s CFO report on this Form 4?

Matthew C. Brown, DHC’s CFO and Treasurer, reported the withholding of 13,895 Common Shares of Beneficial Interest on September 17, 2026 to pay tax liabilities associated with a vesting equity award under Rule 16b-3.

Was the DHC (DHC) insider transaction a sale on the open market?

No. The Form 4 shows a Code F transaction, meaning 13,895 shares were withheld to pay tax liabilities on a vesting equity award, rather than sold in an open-market transaction.

At what price were the withheld DHC shares valued for the tax payment?

The 13,895 DHC shares withheld for tax purposes were valued at $8.13 per share in the transaction reported for September 17, 2026.

How many DHC shares does the CFO hold after this Form 4 transaction?

After the tax-withholding transaction, Matthew C. Brown directly holds 153,109 Common Shares of Beneficial Interest of Diversified Healthcare Trust.

Was the DHC insider transaction made under a Rule 10b5-1 trading plan?

No. The filing does not affirm a Rule 10b5-1 trading plan; the document-level checkbox indicates no 10b5-1 plan for this reported transaction.

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

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Available on EDGAR 09/21/2026 - 04:25 PM Accepted by SEC EDGAR 09/21/2026 - 04:23 PM 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^*

Brown Matthew C.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2026

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	09/17/2026		F(1)		13,895	D	$8.13	153,109	D

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. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

	/s/ Matthew C. Brown	09/21/2026
	** 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)