Diversified Healthcare Trust (DHC): H/2 cuts stake to 4.98% in final 13D/A

Rhea-AI Filing Summary

Diversified Healthcare Trust investor H/2 Special Opportunities IV L.P. filed an amended Schedule 13D reporting that it now beneficially owns 12,067,366 common shares, representing 4.98% of the outstanding shares as of August 10, 2026. As a result, the reporting person ceased to be a beneficial owner of more than five percent of the shares on that date, and this amendment is stated to be the final amendment to the prior Schedule 13D.

The filing notes that earlier correspondence from an affiliate regarding a proposed merger with Office Properties Income Trust is no longer relevant because that merger agreement was mutually terminated and the transaction was abandoned. The reporting person reports broker-dealer sales totaling 750,000 shares on August 4, 5, and 10, 2026 at prices between $8.40 and $9.15 per share, and confirms no other share transactions in the prior 60 days.

Filing Explained

The amendment further specifies that the 12,067,366-share position is held with shared voting and dispositive power by H/2 Special Opportunities IV L.P. and Spencer B. Haber, with zero sole power reported for either.

Key Figures

Beneficial ownership: 12,067,366 Shares Ownership percentage: 4.98% Sale on August 4, 2026: 200,000 Shares at $8.84 per Share +3 more

6 metrics

Beneficial ownership 12,067,366 Shares Shares beneficially owned by H/2 Special Opportunities IV L.P. as of August 10, 2026

Ownership percentage 4.98% Percent of Diversified Healthcare Trust common shares outstanding as of August 10, 2026

Sale on August 4, 2026 200,000 Shares at $8.84 per Share Broker-dealer sale by the reporting person on August 4, 2026

Sale on August 5, 2026 100,000 Shares at $9.14–$9.15 per Share Broker-dealer sale by the reporting person on August 5, 2026

Sale on August 10, 2026 450,000 Shares at $8.40 per Share Broker-dealer sale by the reporting person on August 10, 2026

Ceased >5% ownership date August 10, 2026 Date the reporting person ceased to be beneficial owner of more than 5% of shares

Key Terms

beneficial owner, Schedule 13D, broker-dealer sales, pecuniary interest, +1 more

5 terms

beneficial owner financial

"ceased to be the beneficial owner of more than five percent (5%) of the 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.

Schedule 13D regulatory

"amends the originally filed by the Reporting Persons with the ("SEC") on June 30, 2023 ("")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

broker-dealer sales financial

"the Reporting Person sold, via broker-dealer sales: (i) 200,000 Shares"

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

dispositive power financial

"Shared Dispositive Power 12,067,366.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What ownership level in DHC does H/2 Special Opportunities IV L.P. now report?

H/2 Special Opportunities IV L.P. reports beneficial ownership of 12,067,366 shares of Diversified Healthcare Trust, representing 4.98% of the outstanding common shares as of August 10, 2026.

When did H/2 fall below the 5% ownership threshold in DHC?

H/2 Special Opportunities IV L.P. states it ceased to be the beneficial owner of more than 5% of Diversified Healthcare Trust’s shares on August 10, 2026, based on the issuer’s reported shares outstanding.

What recent DHC share sales did H/2 report in this Schedule 13D/A?

H/2 reported broker-dealer sales of DHC shares on August 4, 5, and 10, 2026 totaling 750,000 shares, at per-share prices ranging from $8.40 to $9.15.

How many DHC shares did H/2 sell on each reported date?

H/2 sold 200,000 shares at $8.84 on August 4, 100,000 shares at $9.14–$9.15 on August 5, and 450,000 shares at $8.40 on August 10, 2026.

What does the DHC Schedule 13D/A say about the previously proposed merger?

The filing notes that a prior letter from an H/2 affiliate regarding a proposed merger with Office Properties Income Trust is no longer relevant, since the merger agreement was mutually terminated and the transaction was abandoned.

How is Spencer B. Haber related to the DHC share holdings in this filing?

The filing states that H/2 may be deemed controlled by Spencer B. Haber, who may share beneficial ownership, voting, and dispositive power, subject to disclaimers about beneficial ownership beyond his pecuniary interest.

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

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Available on EDGAR 08/12/2026 - 05:01 PM Accepted by SEC EDGAR 08/12/2026 - 05:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

DIVERSIFIED HEALTHCARE TRUST

(Name of Issuer)

Common Shares of Beneficial Interest

(Title of Class of Securities)

25525P107

(CUSIP Number)

Alyssa Petrenko
680 Washington Boulevard, Seventh Floor
Stamford, CT, 06901
(203) 569-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 25525P107

1

Name of reporting person

H/2 Special Opportunities IV L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,067,366.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,067,366.00

11

Aggregate amount beneficially owned by each reporting person

12,067,366.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.98 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 25525P107

1

Name of reporting person

HABER SPENCER B

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,067,366.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,067,366.00

11

Aggregate amount beneficially owned by each reporting person

12,067,366.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.98 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares of Beneficial Interest
(b)	Name of Issuer: DIVERSIFIED HEALTHCARE TRUST
(c)	Address of Issuer's Principal Executive Offices: Two Newton Place, 255 Washington Street, Suite 300, Newton, MASSACHUSETTS , 02458.
Item 1 Comment: This Amendment No. 1 amends the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission ("SEC") on June 30, 2023 ("Schedule 13D") relating to common shares of beneficial interest, $0.01 par value per share (the "Shares") of Diversified Healthcare Trust, a Maryland real estate investment trust (the "Issuer"). As a result of the transactions described herein, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Shares on August 10, 2026. This Amendment No. 1 constitutes the final amendment to the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented as follows: On June 30, 2023, an affiliate of the Reporting Person delivered a letter to the Chairman of the Board of Trustees of the Issuer (the "Letter") with respect to the Issuer's then-proposed merger with Office Properties Income Trust (the "Proposed Merger"). On September 1, 2023, the Issuer and Office Properties Income Trust publicly announced the mutual termination of the merger agreement relating to the Proposed Merger. The Proposed Merger was abandoned and never consummated, and the matters discussed in the Letter are no longer pending. Accordingly, the Letter does not reflect the Reporting Person's current plans or intentions with respect to the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	In the aggregate, the Reporting Person beneficially owns 12,067,366 Shares, or 4.98% of Shares outstanding as of August 10, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 3, 2026.
(b)	The Reporting Person may be deemed to be controlled by the Other Reporting Person and therefore share beneficial ownership (and voting and dispositive power) of the Shares with the Other Reporting Person. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Other Reporting Person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of his pecuniary interest therein.
(c)	On August 4, 2026, August 5, 2026 and August 10, 2026, the Reporting Person sold, via broker-dealer sales: (i) 200,000 Shares for a price per Share of $8.84; (ii) 100,000 Shares for a price per Share ranging between $9.14 and $9.15; and (iii) 450,000 Shares for a price per Share of $8.40, respectively. Except for the foregoing, the Reporting Person has not effected any transaction in the Shares in the past 60 days. The Other Reporting Person has not effected any transaction in the Shares in the past 60 days.
(e)	The Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Shares on August 10, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

H/2 Special Opportunities IV L.P.

Signature:	Spencer B. Haber
Name/Title:	Authorized Signatory
Date:	08/12/2026

HABER SPENCER B

Signature:	Spencer B. Haber
Name/Title:	Authorized Signatory
Date:	08/12/2026