DHC CEO has 25,118 shares withheld for taxes

DHC’s President and CEO had shares withheld to cover taxes on vesting and continues to hold a sizable direct stake.

Rhea-AI Filing Summary

DIVERSIFIED HEALTHCARE TRUST (DHC) reported that President and CEO, and director, Christopher J. Bilotto had 25,118 common shares of beneficial interest withheld on September 17, 2026 to pay tax liability upon vesting of equity compensation under Rule 16b-3. After this tax-withholding disposition, he holds 314,066.96 shares directly. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 25,118 shares

Tax Withholding 1 txn

Insider Bilotto Christopher J.

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares of Beneficial Interest F1	25,118	$8.13	$204K

Holdings After Transaction: Common Shares of Beneficial Interest — 314,066.96 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 tax liability: 25,118 shares Price per share for tax withholding: $8.13 per share Shares held after transaction: 314,066.96 shares

3 metrics

Shares withheld for tax liability 25,118 shares Common shares of beneficial interest withheld on September 17, 2026

Price per share for tax withholding $8.13 per share Value applied to the 25,118 shares withheld for tax liability

Shares held after transaction 314,066.96 shares Directly held by Christopher J. Bilotto after the September 17, 2026 transaction

Key Terms

Common Shares of Beneficial Interest, Rule 16b-3, tax liability, Rule 10b5-1

4 terms

Common Shares of Beneficial Interest financial

"security titled "Common Shares of Beneficial Interest" was involved 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

"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.

tax liability financial

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

Rule 10b5-1 regulatory

"No Rule 10b5-1 trading plan is reported for this transaction"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider transaction did DHC report for Christopher J. Bilotto?

DIVERSIFIED HEALTHCARE TRUST reported that Christopher J. Bilotto had 25,118 common shares withheld on September 17, 2026 to pay tax liability related to vesting of equity compensation, as permitted under Rule 16b-3.

Did the DHC CEO execute an open-market sale of shares in this Form 4?

No. The Form 4 reports a Code F transaction, meaning shares were withheld to pay tax liability upon vesting of equity compensation, rather than an open-market sale.

How many DHC shares does Christopher J. Bilotto hold after this transaction?

After the September 17, 2026 tax-withholding transaction, Christopher J. Bilotto holds 314,066.96 DHC common shares directly, as reported in the filing.

What was the price per DHC share used in the tax-withholding transaction?

The tax-withholding disposition used a price of $8.13 per share for the 25,118 shares withheld to satisfy tax liability.

Was a Rule 10b5-1 trading plan involved in this DHC Form 4 transaction?

No. The filing indicates no Rule 10b5-1 trading plan was reported in connection with this tax-withholding transaction.

What type of security was involved in the DHC insider transaction?

The transaction involved Common Shares of Beneficial Interest of DIVERSIFIED HEALTHCARE TRUST, which are the issuer’s common equity securities.

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

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Available on EDGAR 09/21/2026 - 04:25 PM EDT Accepted by SEC EDGAR 09/21/2026 - 04:22 PM EDT 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^*

Bilotto Christopher J.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		25,118	D	$8.13	314,066.96	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/ Christopher J. Bilotto	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)