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2025-10-30
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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
30, 2025
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. ¨
In this Current Report on Form 8-K, the terms “we”,
“us”, “the Company” and “our” refer to Seven Hills Realty Trust.
Item 8.01. Other Events
On October 29, 2025, the Company
authorized the purchase from The RMR Group LLC, or RMR, of a $40 million loan relating to the SpringHill Suites by Marriott hotel, located
at 400 Ocean Avenue, Revere, Massachusetts, and a $27 million loan relating to an industrial property located at 400 Devon Park Drive,
Tredyffrin Township, Chester County, Pennsylvania, or the Loan Investments. The Company expects to close on the purchase of the Loan Investments
by year-end. The purchase price for each Loan Investment is the current unpaid balance of such Loan Investment. Each of the Company and
RMR will be responsible for their respective out-of-pocket costs and expenses in connection with the contemplated transaction. The below
table summarizes certain key metrics of these Loan Investments as of September 30, 2025:
| Location | |
Property
Type | |
Committed
Principal | | |
Coupon
Rate | |
Maturity
Date | |
LTV | | |
Risk
Rating | |
| Revere, MA | |
Hotel | |
$ | 37,000,000 | | |
S + 3.95% | |
7/1/2026 | |
| 73 | % | |
| 3 | |
| Wayne, PA | |
Industrial | |
$ | 27,000,000 | | |
S + 4.25% | |
7/18/2027 | |
| 62 | % | |
| 3 | |
Information Regarding Certain Relationships and Related Person Transactions
We have relationships and historical and continuing
transactions with Tremont, RMR, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR or
its subsidiaries provide management services and some of which have trustees or officers who are also our Trustees or officers. Tremont
is a subsidiary of RMR, which is a majority owned subsidiary of RMR Inc., and RMR Inc. is the managing member of RMR. RMR provides certain
shared services to Tremont that are applicable to us, and we reimburse Tremont or pay RMR for the amounts Tremont or RMR pays for those
services. One of our Managing Trustees and Chair of our Board of Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling
shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., and he is also a director of Tremont, the chair of the board
of directors, a managing director and the president and chief executive officer of RMR Inc., and an officer and employee of RMR. Matthew
P. Jordan, our other Managing Trustee, is a director and the president and chief executive officer of Tremont. Mr. Jordan is also an officer
of RMR Inc. and an officer and employee of RMR, and our other officers are officers and employees of Tremont and/or RMR; Tremont owns
approximately 11.3% of our outstanding common shares at September 30, 2025. Due to the nature of the relationship between the Company
and RMR, the proposed purchase of the Loan Investments was considered and authorized by the Independent Trustees and the Board of Trustees
of the Company, acting separately.
For further information about these and other such
relationships and related person transactions, please see our Annual Report on Form 10-K for the year ended December 31, 2024, or our
Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, or our Proxy Statement, our Quarterly Report
for the quarterly period ended September 30, 2025, or our Quarterly Report, and our other filings with the Securities and Exchange Commission,
or the SEC, including Notes 8 and 9 to our consolidated financial statements included in our Annual Report and the sections captioned
“Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related
Person Transactions” and “Warning Concerning Forward-Looking Statements” of our Annual Report, the section captioned
“Related Person Transactions” and the information regarding our Trustees and executive officers included in our Proxy Statement
and Notes 8 and 9 to our condensed consolidated financial statements included in our Quarterly Report and the sections captioned “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Related Person Transactions” and “Warning Concerning
Forward-Looking Statements” of our Quarterly Report. In addition, please see the section captioned “Risk Factors” of
our Annual Report for a description of risks that may arise as a result of these and other such relationships and related person transactions.
Our filings with the SEC and copies of certain of our agreements with these related parties are publicly available as exhibits to our
public filings with the SEC and accessible at the SEC’s website, www.sec.gov.
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains statements
that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities
laws. Whenever the Company uses words such as “believe”, “expect”, “anticipate”, “intend”,
“plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions,
the Company is making forward-looking statements. These forward-looking statements are based upon the Company’s present intent,
beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially
from those contained in or implied by the Company’s forward-looking statements as a result of various factors. These forward-looking
statements include, without limitation, the Company’s expectations regarding timing for the closing of the Loan Investments, and
the success of the Company’s investments.
The information contained in the Company’s
filings with the SEC, including under the caption “Risk Factors” in the Prospectus Supplement and the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, or incorporated therein, identifies other important factors that could
cause differences from the Company’s forward-looking statements. The Company’s filings with the SEC are available on the SEC’s
website at www.sec.gov.
You should not place undue reliance upon the Company’s
forward-looking statements.
Except as required by law, the Company does not
intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
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 30, 2025
