Director Adam Portnoy Withholds Shares for Taxes; Reports 23.25M Indirect Stake

Rhea-AI Filing Summary

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.

Positive

• Timely disclosure of insider sale under Section 16
• Sale clearly explained as tax-withholding related to vesting (Transaction Code F)
• Indirect holdings disclosed showing transparency about material trust ownership

Negative

• Director sold shares which could be perceived negatively by some investors despite tax explanation
• Indirect trust holds 23,250,019 shares where the reporter disclaims beneficial ownership except to pecuniary interest, leaving limited clarity on control extent

Insights

Corporate Governance Expert

TL;DR: Routine insider withholding sale disclosed; large indirect trust holdings noted.

The reported transaction is a common administrative sale where shares are withheld to cover taxes on vested securities, as indicated by Transaction Code F and the filing explanation. This reduces direct holdings modestly while leaving a substantial indirect position via ABP Trust. From a governance perspective, timely filing and clear attribution of indirect holdings align with disclosure best practices. The trustee relationship to ABP Trust is disclosed but Mr. Portnoy explicitly disclaims beneficial ownership beyond his pecuniary interest, which is standard language for trust-held shares.

Securities Analyst

TL;DR: Small sale size and tax-withholding rationale make this a neutral, non-material insider event.

The sale of 15,226 shares at $4.37 appears administrative rather than an investment signal given the stated tax-withholding purpose. Direct ownership reported after the sale is shown as 415,156.55 shares while indirect holdings of 23,250,019 shares through ABP Trust remain significant; the filing does not quantify Mr. Portnoy’s pecuniary interest in the trust. There is no indication of derivative transactions or other material changes to overall insider exposure beyond this withholding action.

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
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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^*

PORTNOY ADAM D.

(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 [ NASDAQ:DHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		15,226	D	$4.37	415,156.55	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	09/18/2025
	** 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 Diversified Healthcare Trust insider Adam Portnoy disclose on Form 4?

The filing shows a sale of 15,226 common shares on 09/16/2025 at $4.37 per share and reports direct and indirect holdings following the transaction.

Why were shares sold by Adam Portnoy according to the Form 4?

The sale used Transaction Code F, indicating shares were withheld to pay a tax liability arising from vested securities.

How many shares does Adam Portnoy beneficially own after the reported transaction?

The form reports 415,156.55 shares as direct beneficial ownership and an indirect interest of 23,250,019 shares held by ABP Trust.

Does Adam Portnoy claim beneficial ownership of the ABP Trust shares?

The filing states Mr. Portnoy may be deemed a beneficial owner as sole trustee but explicitly disclaims such beneficial ownership

When was the Form 4 signed and filed?

The Form 4 is signed by Adam D. Portnoy with a signature date of 09/18/2025.