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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): October 5, 2026
Seven Hills Realty Trust
(Exact name of registrant as specified in
its charter)
| Maryland |
|
001-34383 |
|
20-4649929 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458 |
|
02458-1634 |
| (Address of principal executive offices) |
|
(Zip Code) |
(617)
332-9530
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
|
Titles
of Each Class |
|
Trading
Symbol |
|
Name
of exchange on which
registered |
| Common Shares of Beneficial Interest |
|
SEVN |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01. |
Regulation FD Disclosure. |
On October 5, 2026, Seven Hills Realty Trust issued a press release
providing a business update, a copy of which is furnished hereto as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| |
99.1 Press Release of Seven Hills Realty Trust. (Furnished herewith.) |
| |
|
| |
104 Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
SEVEN HILLS REALTY TRUST |
| |
|
| |
By: |
/s/ Matthew C. Brown |
| |
Name: |
Matthew C. Brown |
| |
Title: |
Chief Financial Officer and Treasurer |
Date: October 5, 2026
Exhibit 99.1

FOR IMMEDIATE RELEASE
Seven Hills
Realty Trust Provides Business Update
Closed Two First
Mortgage Loans Totaling $98.0 Million
Received $68.0
Million of Proceeds from Loan Repayments, Reduced Office Exposure to 13%
Expects to Close
Three Loans in Diligence Totaling $121.7 Million During the Fourth Quarter
Newton, MA
(October 5, 2026): Seven Hills Realty Trust (Nasdaq: SEVN) today provided a business update, including announcing the closing
of two new first mortgage loan investments totaling $98.0 million secured by multifamily and mixed-use properties, the repayment of two
loans resulting in proceeds of $68.0 million, and the reduction in its office exposure to approximately 13% of its portfolio as of September
30, 2026 based on outstanding principal balances.
Tom Lorenzini, President
and Chief Investment Officer of SEVN, made the following statement:
“The closing of the
two new investments along with the recent loan repayments highlights the strength of our origination platform and active portfolio management
strategy. We believe these investments are secured by high-quality assets with experienced sponsors and are strong additions to our diversified
portfolio.
The repayment of our Dallas
office loan resulted in a modest discount to the outstanding balance, but we believe it represents a positive outcome for SEVN, in that
it further reduces our office exposure, while increasing our capacity to deploy capital into investments where we see potential for better
risk-adjusted returns.
We also expect additional
capital recycling activity in the near term, including the anticipated repayment of our Carlsbad, California office loan during the fourth
quarter.
These recent and expected
developments position us to advance our objectives of generating sustainable dividend coverage and delivering value for our shareholders.”
The new loan investments
include:
| · | A
$68.0 million floating rate first mortgage loan to refinance Populus Waterside, a Class A,
344-unit multifamily property located in Chattanooga, Tennessee. Completed in 2024, the property
is located in a submarket with convenient access to Interstate 75 and the Hamilton Place
retail corridor. The loan has a three-year initial term with two one-year extension options.
The transaction was brought to SEVN's manager, Tremont Realty Capital, by Cushman & Wakefield
on behalf of the sponsors, Novare Group and Batson-Cook Development Company. |
| · | A
$30.0 million floating rate first mortgage loan to refinance a 246,000 square foot mixed-use
retail and self-storage property located in Charlotte, North Carolina. The property includes
approximately 202,000 square feet of retail space and 44,000 square feet of self-storage
space. The loan has a three-year initial term with two one-year extension options. The transaction
was brought to Tremont Realty Capital by JLL. |
The loan repayments
include:
| · | A
loan secured by an office property in Dallas, Texas that was repaid at approximately 97%
of its $44.2 million outstanding balance, reflecting a $1.5 million discount, which was significantly
below the $6.3 million CECL reserve allocated to this loan as of June 30, 2026. Following
the repayment, SEVN's office exposure decreased from 19% as of June 30, 2026 to approximately
13% of its portfolio as of September 30, 2026 based on outstanding principal balances. The
loan’s net interest margin was approximately 80 basis points below the weighted average
net interest margin of new SEVN loans closed year to date. SEVN had limited financing on
this loan relative to its other investments. As a result, the repayment increases SEVN’s
lending capacity by approximately $46 million and enhances its ability to redeploy capital
into investments with higher earnings potential. |
| · | A
$25.3 million loan secured by a self-storage property in Fayetteville, Georgia that was repaid
in full. The loan carried a net interest margin approximately 100 basis points below the
weighted average net interest margin of new SEVN loans closed year to date. |
Since the beginning
of the third quarter, SEVN has closed $122.3 million of first mortgage loan investments, including the two loans announced today. SEVN
continues to advance its deployment strategy with three loans in diligence totaling $121.7 million that are expected to close during
the fourth quarter of 2026, subject to closing conditions.
SEVN will discuss
these transactions in further detail during its third quarter 2026 earnings conference call scheduled for Wednesday, October 28, 2026
at 11:00 a.m. Eastern Time.
About Seven Hills Realty Trust
Seven Hills Realty
Trust (Nasdaq: SEVN) is a real estate investment trust, or REIT, that originates and invests in first mortgage loans secured by middle
market transitional commercial real estate. SEVN is managed by Tremont Realty Capital, an affiliate of The RMR Group (Nasdaq: RMR), a
leading U.S. alternative asset management company with over $37 billion in assets under management and 40 years of institutional experience
in buying, selling, financing and operating commercial real estate. For more information about SEVN, please visit www.sevnreit.com.
WARNING CONCERNING
FORWARD-LOOKING STATEMENTS
This press release
contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 and other securities laws. These statements may include words such as “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives
of these or similar expressions. These forward-looking statements include, among others, statements
about: SEVN’s expectation that it will close three loans currently in diligence totaling $121.7 million during the fourth quarter
of 2026 and the continued execution of its deployment strategy; the anticipated repayment of SEVN’s Carlsbad, California office
loan during the fourth quarter of 2026 and other expected capital recycling activity; SEVN’s lending capacity and its ability to
redeploy capital into investments with higher earnings potential or better risk-adjusted returns; SEVN’s office exposure; the quality
of SEVN’s investments and their contribution to SEVN’s portfolio, and the performance of the underlying properties and sponsors;
and SEVN’s objectives of generating sustainable dividend coverage and delivering value for its shareholders. Forward-looking
statements reflect SEVN’s current expectations, are based on judgments and assumptions, are inherently uncertain and are subject
to risks, uncertainties and other factors, which could cause SEVN’s actual results, performance or achievements to differ materially
from expected future results, performance or achievements expressed or implied in those forward-looking
statements. Some of the risks, uncertainties and other factors that may cause SEVN’s actual results, performance or achievements
to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following: the
possibility that loans SEVN currently has in diligence may not close when expected, on the terms currently contemplated or at all, including
as a result of the outcome of diligence, the satisfaction of closing conditions, borrower or sponsor decisions or changes in market conditions;
the possibility that SEVN’s Carlsbad, California office loan may not be repaid when expected, in full or at all; SEVN’s ability
to deploy repayment proceeds and available capital into new investments on a timely basis and at attractive returns; the ability of SEVN’s
borrowers to perform under their loans and the performance of the properties securing those loans; conditions in the office, multifamily,
retail and self-storage markets; changes in interest rates, including the effect of lower benchmark rates on SEVN’s floating rate
loans; SEVN’s available liquidity, the availability and terms of financing under its secured financing facilities, and its access
to and cost of capital; competition for investments; changes in SEVN’s CECL reserves; SEVN’s ability to generate distributable
earnings sufficient to cover its distributions, which are determined by its Board of Trustees in its discretion; and various other matters.
These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that
are included in SEVN’s periodic filings with the Securities and Exchange Commission, or SEC. The information contained in SEVN’s
filings with the SEC, including under the caption “Risk Factors” in its periodic reports, or incorporated therein, identifies
important factors that could cause SEVN’s actual results to differ materially from those stated in or implied by SEVN’s forward-looking
statements. SEVN’s filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue
reliance upon forward-looking statements. Except as required by law, SEVN does not intend to update or change any forward-looking statements
as a result of new information, future events or otherwise.
| |
Contact: |
| |
Matt Murphy, Manager, Investor Relations |
| |
(617) 796-8253 |
(End)