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Diversified Healthcare Trust is asking shareholders to vote at its virtual 2026 annual meeting on June 10 on three items: elect seven trustees, approve executive compensation on an advisory basis, and ratify Deloitte & Touche as auditor.
The proxy highlights 2025 actions: sale of 69 non-core properties for about $605 million, using proceeds and cash on hand to fully repay 2026 zero coupon senior secured notes, leaving no debt maturities until 2028. The company also transitioned 116 senior housing operating communities to new managers, expects improvements in occupancy, rates and NOI, and reports it was the top-performing U.S. REIT in 2025 with total shareholder return of roughly 113%.
The filing details a seven-member board with five independent trustees, a lead independent trustee role, committee structures, shareholder engagement, and extensive sustainability and SASB-aligned metrics on energy, water, climate risk and tenant engagement, along with trustee compensation and ownership guidelines.
Diversified Healthcare Trust filed a current report stating that it has posted a new investor presentation on its website. The presentation, dated February 24, 2026, is included as Exhibit 99.1 and is furnished as part of the disclosure to provide investors with updated information about the company.
Diversified Healthcare Trust reported a Q4 2025 net loss of $21.2 million, or $0.09 per share, but significantly stronger cash metrics, including normalized FFO of $21.8 million, or $0.09 per share, and Adjusted EBITDAre of $72.4 million. Same property senior housing operating portfolio (SHOP) cash NOI rose 27.6% year over year to $38.3 million, driven by 82.4% occupancy and a 5.8% increase in average monthly rates. The medical office and life science portfolio generated same property cash NOI of $24.1 million with 94.7% occupancy.
For full year 2025, DHC posted a net loss of $285.9 million, impacted by $165.7 million of impairments and high interest expense, while normalized FFO improved to $64.4 million. Management highlighted approximately $6.3 billion of real estate across 298 properties and noted it fully redeemed its zero‑coupon notes due 2026, reducing net debt to annualized Adjusted EBITDAre to 8.1x. The company issued 2026 guidance calling for NOI of $297–$313 million, Adjusted EBITDAre of $290–$305 million, and normalized FFO of $125–$140 million, with expected SHOP NOI growth of 26%–33%.
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.
Christopher J. Bilotto, who serves as President and CEO and a director of Diversified Healthcare Trust (ticker shown in filing as NASDAQ:DHC), reported a transaction on 09/16/2025 disposing of 17,091 common shares at a price of $4.37 per share. The filing states the shares were withheld to pay a tax liability related to the vesting of previously issued securities. After the withholding, the report shows 245,899.89 common shares beneficially owned by Mr. Bilotto. The Form 4 is signed by the reporting person for this single-person filing.
Adam D. Portnoy, a director of Diversified Healthcare Trust (NASDAQ: DHC), reported a sale of 15,226 common shares on 09/16/2025 at a price of $4.37 per share. The filing lists 415,156.55 shares as his direct beneficial ownership following the transaction and indicates an indirect interest of 23,250,019 shares held by ABP Trust, for which Mr. Portnoy is sole trustee; he disclaims beneficial ownership except to the extent of his pecuniary interest. The filing explains the sale code as F, reflecting withholding of shares to satisfy a tax liability arising from vesting. The Form 4 was signed on 09/18/2025.