[Form 4] DIVERSIFIED HEALTHCARE TRUST Insider Trading Activity

Rhea-AI Filing Summary

Matthew C. Brown, the Chief Financial Officer and Treasurer of Diversified Healthcare Trust (ticker DHC), reported a sale of common shares on 09/16/2025. The Form 4 shows 9,711 shares were disposed of at a reported price of $4.37 per share, reducing his beneficial ownership to 113,954 shares. The filing states the disposition code is F(1), and the explanatory note says the transaction represents withholding of shares to satisfy tax withholding obligations upon vesting.

This filing is a routine insider tax-withholding sale rather than an open-market trade, and it was signed by Mr. Brown on 09/18/2025.

Positive

• Clear disclosure of transaction date, price ($4.37), number of shares disposed (9,711), and resulting beneficial ownership (113,954)
• Explanation provided that the disposition was for tax withholding related to vested securities, indicating an administrative reason for the sale
• Form properly signed by the reporting person, showing procedural compliance with Section 16 reporting

Negative

• Insufficient context in this filing to assess materiality relative to total outstanding shares or the CFO's overall economic interest
• No information on whether similar withholding dispositions will recur or the schedule of vesting that prompted this transaction

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposition by the CFO reduced his stake to 113,954 shares; disclosure appears compliant and administrative.

The Form 4 documents a non-derivative disposition of 9,711 common shares on 09/16/2025 at $4.37 per share, reported under code F(1), with an explanatory note that the sale satisfied tax withholding on vested securities. As this is a withholding event rather than a discretionary open-market sale, it is typically administrative in nature. The filing identifies Mr. Brown as CFO and Treasurer and is signed, indicating procedural compliance with Section 16 reporting requirements. No additional transactions or derivative holdings are disclosed.

Securities Compliance Analyst

TL;DR: Disclosure is clear and specific; the transaction is administrative and unlikely to be material to investors by itself.

The report includes the transaction date, price ($4.37), number of shares disposed (9,711), and resulting beneficial ownership (113,954 shares). The use of code F(1) and the explicit explanation that shares were withheld for tax payment align with common Rule 16b-3 practices. The form is singularly filed by Mr. Brown and contains a manual signature dated 09/18/2025, meeting Form 4 signature expectations. No evidence in this filing of open-market trading intentions or derivative activity.

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).

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 MA 02458

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIVERSIFIED HEALTHCARE TRUST [ 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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		F(1)		9,711	D	$4.37	113,954	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	09/18/2025
	** 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 did DHCNL insider Matthew C. Brown report on Form 4?

The Form 4 reports disposition of 9,711 common shares on 09/16/2025 at $4.37 per share, leaving him with 113,954 shares beneficially owned.

Why were the shares disposed according to the Form 4?

The filing states the disposition was to pay tax withholding obligations incident to the vesting of issued securities (code F(1)).

What is the reporting person's role at Diversified Healthcare Trust?

The reporting person, Matthew C. Brown, is identified as CFO and Treasurer and an officer of the issuer.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Matthew C. Brown on 09/18/2025. The reported transaction date is 09/16/2025.

Does the Form 4 show any derivative securities transactions?

No. Table II for derivative securities shows no derivative transactions reported in this filing.