[Form 4] Diversified Healthcare Trust Insider Trading Activity

Rhea-AI Filing Summary

Adam D. Portnoy, a director of Diversified Healthcare Trust (NASDAQ:DHC), reported an equity award and resulting holdings. On 09/09/2025 Mr. Portnoy was awarded 81,775 common shares under the issuer's equity compensation plan, a transaction he reported on Form 4 with his signature dated 09/11/2025.

Following the award the filing shows 430,382.55 common shares listed as beneficially owned following the reported transaction and separately discloses 23,250,019 shares held by ABP Trust, of which Mr. Portnoy is sole trustee and which he may be deemed to beneficially own though he disclaims ownership except for his pecuniary interest.

Positive

• Insider alignment: Director received 81,775 shares under the issuer's equity compensation plan, aligning management incentives with shareholders
• Transparent disclosure: Form 4 clearly reports the award date (09/09/2025) and the reporting signature (09/11/2025)

Negative

• Concentrated trust holding disclosed: 23,250,019 shares are held by ABP Trust, potentially indicating concentrated influence though the filer disclaims beneficial ownership except for pecuniary interest
• Limited context: Filing lacks percentages of outstanding shares and grant value, restricting assessment of materiality and economic impact

Insights

Financial Analyst

TL;DR Insider received a routine equity award of 81,775 shares; reported holdings and a large trust position are disclosed.

The Form 4 documents a standard equity compensation award rather than an open-market purchase or sale, which limits immediate market-signaling effects. The report shows 81,775 shares awarded on 09/09/2025 and a reported post-transaction beneficial ownership figure of 430,382.55 shares. For investors this is factual disclosure of insider remuneration and ownership but does not, by itself, quantify voting control, dilution impact, or value transfer because no exercise price, grant value, or percentage ownership of outstanding shares is provided in the filing.

Corporate Governance Expert

TL;DR Filing confirms director compensation in equity and discloses a large trust holding that may affect governance perceptions.

The filing explicitly notes 23,250,019 shares held by ABP Trust where Mr. Portnoy is sole trustee and could be deemed a beneficial owner though he disclaims such ownership except for pecuniary interest. This is a material governance disclosure in that it identifies a concentrated share block tied to the reporting person; however, the Form 4 does not include any percentages, control statements, or voting arrangements, so the governance implications cannot be fully assessed from this document alone.

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 MA 02458

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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

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

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

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	09/09/2025		A		81,775	A	(1)	430,382.55	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	09/11/2025
	** 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.

FAQ

What transaction did Adam D. Portnoy report on Form 4 for DHC?

The Form 4 reports an equity award of 81,775 common shares to Adam D. Portnoy on 09/09/2025 under the issuer's equity compensation plan.

How many DHC shares does Adam D. Portnoy report as beneficially owned after the transaction?

The filing shows 430,382.55 common shares listed as beneficially owned following the reported transaction.

Does Adam D. Portnoy have any indirect holdings in DHC?

Yes. The Form 4 discloses 23,250,019 shares held by ABP Trust, for which Mr. Portnoy is sole trustee and may be deemed a beneficial owner, though he disclaims such ownership except to the extent of his pecuniary interest.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 09/11/2025.

Was the reported transaction a purchase or sale?

The transaction code is A, indicating acquisition; the explanation states it was an award of shares pursuant to the issuer's equity compensation plan.

Does the Form 4 show exercise price or value for the award?

No. The filing lists the award quantity but does not provide an exercise price or monetary value for the granted shares.