DHC director withholds 19K shares for taxes

Director Adam D. Portnoy had DHC shares withheld to cover tax on a vesting equity award, with sizable direct and indirect holdings remaining.

Rhea-AI Filing Summary

DIVERSIFIED HEALTHCARE TRUST (DHC) reported that director Adam D. Portnoy had common shares withheld on September 17, 2026 to pay taxes due upon vesting of equity awarded under Rule 16b-3. The tax liability was satisfied by withholding 19,315 shares at $8.13 per share, leaving him with 467,923.55 common shares held directly and 23,250,019 shares held indirectly through ABP Trust, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 19,315 shares

Tax Withholding 2 txns

Insider PORTNOY ADAM D.

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares of Beneficial Interest F1	19,315	$8.13	$157K
holding	Common Shares of Beneficial Interest F2	--	--	--

Holdings After Transaction: Common Shares of Beneficial Interest — 467,923.55 shares (Direct); Common Shares of Beneficial Interest — 23,250,019 shares (Indirect, See Footnote)

Footnotes (2)

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

Shares withheld for tax liability: 19,315 shares Withholding price per share: $8.13 per share Direct holdings after transaction: 467,923.55 shares +1 more

4 metrics

Shares withheld for tax liability 19,315 shares Common shares withheld on September 17, 2026 to pay tax liability

Withholding price per share $8.13 per share Price used for shares withheld to satisfy tax liability

Direct holdings after transaction 467,923.55 shares Common shares of DIVERSIFIED HEALTHCARE TRUST held directly by Adam D. Portnoy after withholding

Indirect holdings via ABP Trust 23,250,019 shares Common shares held indirectly through ABP Trust, with beneficial ownership disclaimed except for pecuniary interest

Key Terms

Rule 16b-3, beneficial owner, pecuniary interest, Common Shares of Beneficial Interest

4 terms

Rule 16b-3 regulatory

"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.

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"

Common Shares of Beneficial Interest financial

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

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.

FAQ

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

What insider transaction did DHC director Adam D. Portnoy report?

He reported that 19,315 common shares of DIVERSIFIED HEALTHCARE TRUST were withheld on September 17, 2026 to pay tax liability related to a vesting equity award, rather than an open-market sale.

At what price were the DHC shares withheld for Adam D. Portnoy’s taxes?

The shares were withheld at $8.13 per share in connection with payment of tax liability incident to the vesting of an equity award issued under Rule 16b-3.

How many DHC shares does Adam D. Portnoy hold directly after this Form 4?

After the tax-withholding transaction, Adam D. Portnoy holds 467,923.55 common shares of DIVERSIFIED HEALTHCARE TRUST directly.

What are Adam D. Portnoy’s indirect holdings of DHC shares?

He is associated with 23,250,019 DHC shares held by ABP Trust. As sole trustee, officer and controlling shareholder of ABP Trust, he may be deemed a beneficial owner but disclaims beneficial ownership except for his pecuniary interest.

Was Adam D. Portnoy’s DHC transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with this tax-withholding transaction.

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

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Available on EDGAR 09/21/2026 - 04:28 PM Accepted by SEC EDGAR 09/21/2026 - 04:25 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^*

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)
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)		19,315	D	$8.13	467,923.55	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. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

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	09/21/2026
	** 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)