What changed in this filing

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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-03-01 · 574 added, 520 removed, 1462 unchanged (43% of the section changed)

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Other Information.

During the three months ended December 31, 2023, none of our Trustees and officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Directors, Executive Officers and Corporate Governance.

We have a Code of Conduct that applies to our officers and Trustees, RMR, senior and executive officers of RMR, members of the board of directors of RMR Inc.

and employees of RMR who provide significant services to us.

We have a Code of Conduct that applies to our officers and Trustees.

Our Code of Conduct is posted on our website, www.dhcreit.com .

A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to our Secretary, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634.

We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Conduct to apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or any persons performing similar functions, on our website.

We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website.

The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.

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Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan.

Our shareholders approved the 2012 Plan at our 2022 annual meeting of shareholders to increase the total number of common shares available for awards by 2,250,000.

Payments by us to RMR employees are described in Notes 5 and 8 to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2022

Consolidated Statements of Operations for each of the three years in the period ended December 31, 2023

Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2023

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All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.

Financial information about AlerisLife may be found on the SEC's website by entering AlerisLife's name at http://www.sec.gov/edgar/searchedgar/companysearch.html.

Reference to AlerisLife's financial information on this external website is presented to comply with applicable accounting regulations of the SEC.

Except for such financial information contained therein as is required to be included herein under such regulations, AlerisLife's public filings and other information located in external websites are not incorporated by reference into these financial statements.

3.1 Composite Copy of Articles of Amendment and Restatement, dated September 20, 1999, as amended to date.

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(Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 20, 2020.)

3.5 Amended and Restated Bylaws of the Company, adopted January 1, 2020.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 2, 2020.)

3.5 Third Amended and Restated Bylaws of the Company, adopted November 1, 2023.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

4.1 Form of Common Share Certificate.

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(Incorporated by reference to the Company’s Registration Statement on Form 8-A filed on July 20, 2012.)

4.4 Supplemental Indenture No.

9, dated as of April 28, 2014, between the Company and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), related to 4.75% Senior Notes due 2024, including form thereof.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)

4.4 Indenture, dated as of February 18, 2016, between the Company and U.S.

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Bank National Association), related to 9.750% Senior Notes due 2025.

(Filed herewith.)

(Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.)

4.11 Fourth Supplemental Indenture, dated as of February 8, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

13 unchanged sentences

Bank National Association), related to 4.375% Senior Notes due 2031.

(Filed herewith.)

(Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.)

4.15 Indenture, dated as of December 21, 2023, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

Bank Trust Company, National Association.

(Incorporated by reference to the Company's Current Report on Form 8-K filed on December 22, 2023.)

4.16 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D.

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4.17 Description of Securities.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)

(Filed herewith.)

8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters.

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10.7 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

10.8 Form of Indemnification Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.)

10.9 Summary of Trustee Compensation.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 6, 2022.)

10.10 Amended and Restated Credit Agreement, dated as of August 1, 2017, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other financial institutions party thereto.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.)

10.11 First Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2020, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 2, 2020.)

10.12 Second Amendment to Amended and Restated Credit Agreement, dated as of January 29, 2021, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2021.)

10.13 Third Amendment to Amended and Restated Credit Agreement, dated as of September 3, 2021, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)

10.14 Fourth Amendment to Amended and Restated Credit Agreement, dated as of February 22, 2022, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other institutions party thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 23, 2022.)

10.15 Fifth Amendment to Amended and Restated Credit Agreement, dated as of February 14, 2023, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other parties party thereto.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 16, 2023.)

10.16 Pledge Agreement, dated as of January 29, 2021, among the Company, certain subsidiaries of the Company party thereto and Wells Fargo Bank, National Association, as Collateral Agent.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 1, 2021.)

10.17 Pledge Amendment, dated as of February 12, 2021, by the Company and certain subsidiaries of the Company party thereto.

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.)

10.18 Pledged Interest Release Request Letter, dated as of March 4, 2021, between the Company and Wells Fargo Bank, National Association.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.)

10.8 Form of Indemnification Agreement.(+) (Filed herewith.)

10.9 Release of Certain Guarantors, dated as of March 5, 2021, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S.

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(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.)

10.11 Release of Certain Guarantors, dated as of October 12, 2023, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association).

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

10.12 Release of Certain Guarantors, dated as of December 21, 2023, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association).

(Filed herewith.)

10.13 Release of Certain Guarantors, dated as of January 28, 2022, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S.

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(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.)

10.22 Transaction Agreement, dated December 7, 2001, among the Company, certain subsidiaries of the Company party thereto, AlerisLife Inc.

(f/k/a Five Star Senior Living Inc.), certain subsidiaries of AlerisLife Inc.

party thereto, FSQ, Inc., Service Properties Trust (f/k/a Hospitality Properties Trust) and The RMR Group LLC.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 17, 2001.)

10.14 Release of Certain Guarantors, dated as of October 12, 2023, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association).

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

10.15 Release of Certain Guarantors, dated as of December 2 1 , 2023, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association).

(Filed herewith.)

10.16 Amended and Restated Master Management Agreement, dated as of June 9, 2021, among the Company and certain of its subsidiaries, and AlerisLife Inc.

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(Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2021.)

10.18 Stockholders Agreement, dated as of February 1 6 , 2024, by and among AlerisLife Inc., the Company, DHC Holdings LLC and ABP Trust.

(Filed herewith.)

21.1 Subsidiaries of the Company.

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(Furnished herewith.)

99.1 Registration Rights Agreement, dated as of August 4, 2009, between AlerisLife Inc.

and the Company.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.)

99.2 Consent and Amendment Agreement, dated as of February 2, 2023, among the Company, ABP Acquisition 2 LLC, ABP Acquisition LLC, ABP Trust and Adam D.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 3, 2023.)

97.1 Clawback Policy.

(Filed herewith.)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Diversified Healthcare Trust (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Diversified Healthcare Trust (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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Critical Audit Matter Description

The Company's investments in real estate properties were $4.86 billion, net of accumulated depreciation of $1.83 billion as of December 31, 2022.

These real estate properties are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate property may not be recoverable.

The Company's real estate properties are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate property may not be recoverable.

Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company's decision to dispose of a property before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of a property.

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The Company's undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates.

We identified the impairment of real estate properties as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of real estate properties.

We identified the impairment of real estate properties as a critical audit matter, specifically the significant estimates and assumptions management makes to evaluate the recoverability of real estate properties.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management's undiscounted future cash flows analysis which are sensitive to future market or industry considerations.

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Boston, Massachusetts

March 1, 2023

February 26, 2024

We have served as the Company's auditor since 2020.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 26, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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Boston, Massachusetts

March 1, 2023

February 26, 2024

DIVERSIFIED HEALTHCARE TRUST

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LIABILITIES AND SHAREHOLDERS' EQUITY

Credit facility $ 700,000 $ 800,000

Secured credit facility $ — $ 700,000

Senior secured notes, net 731,211 —

Senior unsecured notes, net 2,072,618 2,317,700

Secured debt and finance leases, net 13,020 30,177

Liabilities of properties held for sale 32 —

Accrued interest 22,847 29,417

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DIVERSIFIED HEALTHCARE TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)

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( 191,775 ) ( 209,383 ) ( 255,759 )

Gain on lease termination — — 22,896

Loss on modification or early extinguishment of debt ( 2,468 ) ( 30,043 ) ( 2,410 )

(Loss) income from continuing operations before income tax expense and equity in net earnings of investees ( 21,119 ) 181,356 ( 133,057 )

(Loss) income from continuing operations before income tax expense and equity in net (losses) earnings of investees ( 272,666 ) ( 21,119 ) 181,356

Income tax expense ( 445 ) ( 710 ) ( 1,430 )

Equity in net earnings of investees 6,055 — —

Equity in net (losses) earnings of investees ( 20,461 ) 6,055 —

Net (loss) income ( 293,572 ) ( 15,774 ) 179,926

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Distributions Total Equity Attributable to Common Shareholders Total Equity Attributable to Noncontrolling

Interest Total Equity

Interest Total Shareholders' Equity

Balance at December 31, 2020:

238,268,478 $ 2,383 $ 4,613,904 $ 1,913,109 $ ( 4,033,559 ) $ 2,495,837 $ 123,385 $ 2,619,222

Net (loss) income — — — ( 139,453 ) — ( 139,453 ) 5,146 ( 134,307 )

Net income — — — 174,515 — 174,515 5,411 179,926

Distributions — — — — ( 9,540 ) ( 9,540 ) — ( 9,540 )

Distribution to common shareholders of the right to receive AlerisLife Inc.

— — — — ( 59,801 ) ( 59,801 ) — ( 59,801 )

Share grants 838,000 8 1,956 — — 1,964 — 1,964

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Distributions to noncontrolling interest — — — — — — ( 22,348 ) ( 22,348 )

Sale of interest in joint venture — — — — — — ( 106,448 ) ( 106,448 )

Balance at December 31, 2021:

238,994,894 2,390 4,615,475 2,087,624 ( 4,043,099 ) 2,662,390 — 2,662,390

Net income — — — 174,515 — 174,515 5,411 179,926

Net loss — — — ( 15,774 ) — ( 15,774 ) — ( 15,774 )

Distributions — — — — ( 9,568 ) ( 9,568 ) — ( 9,568 )

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Share forfeitures ( 13,300 ) — ( 11 ) — — ( 11 ) — ( 11 )

Distributions to noncontrolling interest — — — — — — ( 22,348 ) ( 22,348 )

Sale of interest in joint venture — — — — — — ( 106,448 ) ( 106,448 )

Balance at December 31, 2022:

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Net (loss) income $ ( 293,572 ) $ ( 15,774 ) $ 179,926

Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:

Adjustments to reconcile net (loss) income to cash provided by (used in) operating activities:

Depreciation and amortization 284,083 239,280 271,131

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Straight line rental income 1,095 ( 8,916 ) ( 5,846 )

Amortization of acquired real estate leases 245 ( 7,211 ) ( 7,405 )

Amortization of acquired real estate leases and assumed real estate lease obligations, net

( 242 ) 245 ( 7,211 )

Loss on modification or early extinguishment of debt 2,468 30,043 2,410

Gain on lease termination — — ( 22,896 )

Impairment of assets 18,380 — ( 174 )

3 unchanged sentences

Unconsolidated joint venture distributions 5,100 8,769 —

Equity in net earnings of investees ( 6,055 ) — —

Equity in net losses (earnings) of investees 20,461 ( 6,055 ) —

Change in assets and liabilities:

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Other liabilities ( 22,106 ) ( 1,007 ) ( 868 )

Net cash (used in) provided by operating activities ( 40,353 ) ( 63,323 ) 158,544

Net cash provided by (used in) operating activities 10,483 ( 40,353 ) ( 63,323 )

CASH FLOWS FROM INVESTING ACTIVITIES:

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Proceeds from insurance recoveries 534 14,466 —

Proceeds from AlerisLife Inc.

tender offer 14,006 — —

Distributions in excess of earnings from Affiliates Insurance Company — — 11

Net cash provided by (used in) investing activities 387,708 242,696 ( 40,436 )

Net cash (used in) provided by investing activities ( 202,111 ) 387,708 242,696

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of senior unsecured notes, net — — 492,500

Proceeds from borrowings on credit facility — 800,000 430,500

Repayments of borrowings on credit facility ( 100,000 ) — ( 968,000 )

Proceeds from issuance of senior secured notes, net 750,001 — —

Proceeds from borrowings on secured credit facility — — 800,000

Repayments of borrowings on secured credit facility ( 700,000 ) ( 100,000 ) —

Redemption of senior unsecured notes ( 250,000 ) ( 500,000 ) ( 300,000 )

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Mortgage notes, net $ — $ — $ 618,452

AlerisLife Inc.

common stock $ — $ — $ 97,896

Restructuring transaction additional consideration $ — $ — $ ( 75,000 )

Real estate improvements accrued, not paid $ 38,777 $ 32,064 $ 20,031

Capitalized interest $ — $ — $ 1,297

NON-CASH FINANCING ACTIVITIES:

Distribution to common shareholders of the right to receive AlerisLife Inc.

common stock $ — $ — $ ( 59,801 )

Supplemental disclosure of cash and cash equivalents and restricted cash:

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Total cash and cash equivalents and restricted cash shown in our consolidated statements of cash flows $ 246,961 $ 688,302 $ 1,016,945

(1) As of December 31, 2022 and 2021, restricted cash consists of proceeds from the sale of joint venture interests and proceeds from the sale of properties to joint ventures held as collateral pursuant to the agreement governing our credit facility, or our credit agreement.

We may use these funds to pay for approved expenditures in accordance with our credit agreement.

In January 2023, we used the remaining restricted cash held as collateral to repay a portion of the $ 113,627 reduction in commitments under our credit facility.

We continue to be required to hold any proceeds from the sale of properties as restricted cash pursuant to the terms of our credit agreement.

(1) As of December 31, 2022 and 2021, restricted cash consisted of proceeds from the sale of assets and proceeds from the sale of joint venture interests held as collateral pursuant to the agreement governing our former credit facility, or our credit agreement.

In December 2023, we repaid all $ 450,000 outstanding under such secured credit facility with Wells Fargo Bank, National Association, as administrative agent and a lender, and a syndicate of other lenders, and then terminated our credit agreement in accordance with its terms and without penalty.

As such, we are no longer required to hold any proceeds from the sale of properties as restricted cash.

Restricted cash also consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.

Prior to the deconsolidation of the joint venture that owns a life science property located in Boston, Massachusetts, or the Seaport JV, restricted cash also consisted of cash held for the operations of this joint venture.

The accompanying notes are an integral part of these consolidated financial statements.

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Diversified Healthcare Trust is a real estate investment trust, or REIT, organized under Maryland law, which owns medical office and life science properties, senior living communities and other healthcare related properties throughout the United States.

As of December 31, 2022, we wholly owned 379 properties located in 36 states and Washington, D.C.

On that date, the gross book value of our real estate assets was $ 6,692,543 .

As of December 31, 2023, we owned 371 properties located in 36 states and Washington, D.C.

On that date, the gross book value of our real estate assets was $ 6,818,467 , excluding properties held for sale, if any.

As of December 31, 2023, we also owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states with an aggregate of approximately 2.2 million rentable square feet.

The senior living industry has been adversely impacted by the current economic and market conditions as well as the continuing impact of the COVID-19 pandemic.

Going Concern

The senior living industry has been adversely affected by a slow recovery from the COVID-19 pandemic, as well as economic and market conditions.

These conditions continue to have a significant negative impact on our results of operations, financial position and cash flows.

Although there have been signs of recovery and increased demand during the year ended December 31, 2022 when compared to the low levels during the COVID-19 pandemic, we cannot be sure when or if the senior housing business will return to historic pre-pandemic levels.

To mitigate the effects of the slow recovery coming from the COVID-19 pandemic and the increased variability in operating cash flows from our senior housing operating portfolio, or SHOP, segment, we continue to work with our senior living operators to manage costs, especially labor costs, and to increase rates and occupancy.

As of February 24, 2023, we have approximately $ 413,000 of cash and cash equivalents and $ 450,000 in outstanding borrowings under our credit facility, which matures on January 15, 2024.

Our credit facility is secured by 61 properties which had an appraised value in excess of $ 1,300,000 based on appraisals completed to secure the credit facility.

We believe we will have access to various types of financings, including equity offerings, to repay our debts and other obligations as they become due or will be able to extend the maturity of certain debt.

We also have the ability to defer certain capital improvements if we believe we need to preserve liquidity.

We believe that our current financial resources, actions we have taken and are in the process of taking, our expectations as to the future performance of the senior living industry and our fully collateralized credit facility will provide us with sufficient liquidity going forward.

Although there have been signs of recovery and increased demand when compared to the low levels during the COVID-19 pandemic, the recovery of our senior housing operating portfolio, or SHOP, segment has been slower than previously anticipated and uneven, and we cannot be sure when or if the senior living business will return to historic pre-pandemic levels.

To mitigate the effects of the slow recovery coming from the COVID-19 pandemic and the increased variability in operating cash flows from our SHOP communities, we continue to work with our senior living operators to manage costs, especially labor costs, and to increase rates and occupancy.

However, increased operating costs resulting from difficult labor market conditions, wage and commodity price inflation and increased insurance costs, among other things, continue to negatively impact margins.

Additionally, while our senior living operators have increased rates, those rates are increasing gradually and are not increasing at the same pace as our costs, putting further pressure on our margins.

In order to increase the probability of a recovery of our cash flows, we have continued to invest capital in our SHOP segment.

As a result of the slow recovery of our SHOP segment and having $ 700,000 of outstanding debt then becoming due within one year and only $ 338,431 in cash and cash equivalents as of June 30, 2023, we concluded as of May 8, 2023 that there was a substantial doubt about our ability to continue as a going concern for at least one year from the date of issuance of those condensed consolidated financial statements.

Additionally, as of November 1, 2023 we were unable to demonstrate that our plans to alleviate the substantial doubt about our ability to continue as a going concern would be probable in mitigating the conditions that raised the substantial doubt given our plans were beyond our control.

On December 21, 2023, we completed a private offering of $ 940,534 in aggregate principal amount at maturity of senior secured notes due January 2026, with a one-year extension option.

The net proceeds from the offering were approximately $ 730,359 after deducting initial purchaser discounts and estimated offering costs.

We used a portion of the net proceeds to repay in full the $ 450,000 outstanding under our then secured credit facility and to redeem $ 250,000 of our senior notes that were scheduled to mature in May 2024.

As a result of these transactions, we have no significant debt maturities until June 2025 when $ 500,000 of our senior notes will become due, and as of December 31, 2023, we had $ 245,939 of cash and cash equivalents.

Additionally, as of December 31, 2023, our ratio of consolidated income available for debt service to debt service is above the 1.5 x incurrence requirement under our debt covenants, on a pro forma basis.

As a result, we are able to refinance existing or maturing debt and issue new debt as long as this ratio continues to be at or above 1.5 x on a pro forma basis at the time of such refinancing or issuance.

With a significant amount of unencumbered assets, including our entire SHOP segment properties, we believe we can refinance existing or maturing debt as maturities near or we believe the terms of any new debt are satisfactory.

Our management has concluded that these transactions have successfully alleviated the conditions that raised the substantial doubt about our ability to continue as a going concern and that no substantial doubt about our ability to continue as going concern exists as of the date of issuance of these financial statements, or February 26, 2024.

Summary of Significant Accounting Policies

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We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant's lease.

However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to our consolidated financial

If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amount over the estimated life of the relationships.

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We amortize the value of in place leases exclusive of the value of above market and below market in place leases to expense over the remaining non-cancelable periods of the respective leases.

During the years ended December 31, 2022, 2021 and 2020, such amortization included in depreciation totaled $ 11,524 , $ 42,783 and $ 48,669 , respectively.

During the years ended December 31, 2023, 2022 and 2021, such amortization included in depreciation and amortization expense totaled $ 10,996 , $ 11,524 and $ 42,783 , respectively.

If a lease is terminated prior to its stated expiration, the unamortized amount relating to that lease is written off.

As of December 31, 2022 and 2021, our acquired real estate leases and assumed real estate lease obligations, excluding properties held for sale, were as follows:

As of December 31, 2023 and 2022, our acquired real estate leases and assumed real estate lease obligations, excluding properties held for sale, if any, were as follows:

Acquired real estate leases:

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As of December 31, 2023, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 4.8 years, 7.3 years and 3.7 years, respectively.

Future amortization of net intangible acquired real estate lease assets and obligations to be recognized over the current terms of the associated leases as of December 31, 2022 are estimated to be $ 11,061 in 2023, $ 7,725 in 2024, $ 5,317 in 2025, $ 4,378 in 2026, $ 3,412 in 2027 and $ 12,340 thereafter.

Future amortization of net intangible acquired real estate lease assets and obligations to be recognized over the current terms of the

associated leases as of December 31, 2023 are estimated to be $ 7,501 in 2024, $ 5,167 in 2025, $ 4,473 in 2026, $ 3,506 in 2027, $ 2,553 in 2028 and $ 10,280 thereafter.

CASH AND CASH EQUIVALENTS.

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RESTRICTED CASH.

Restricted cash consists of amounts held as collateral pursuant to our credit agreement and amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.

Prior to the deconsolidation of the Seaport JV, restricted cash also consisted of cash held for the operations of this joint venture.

Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.

Prior to our repayment in full of the $ 450,000 outstanding under our then secured credit facility and termination of our credit agreement in December 2023, restricted cash also consisted of amounts held as collateral pursuant to our credit agreement.

INVESTMENTS IN EQUITY SECURITIES.

We classify the common shares we own of AlerisLife Inc., or AlerisLife, as an equity method investment.

This equity method investment is included in investments in equity securities in our consolidated balance sheets.

On April 1, 2019, we and AlerisLife entered into a transaction agreement, or the Transaction Agreement, to restructure our business arrangements with Five Star Senior Living, or Five Star, which is an operating division of AlerisLife, effective January 1, 2020, or the 2020 Restructuring Transaction.

At December 31, 2019, we owned 423,500 AlerisLife common shares after giving effect to the one-for-ten reverse stock split effected by AlerisLife with respect to its common shares on September 30, 2019.

Pursuant to the 2020 Restructuring Transaction, on January 1, 2020, AlerisLife issued 10,268,158 common shares to

The fair value and initial cost basis of the AlerisLife common shares issued to us on January 1, 2020 was $ 38,095 .

At December 31, 2022, we owned 10,691,658 AlerisLife common shares.

At December 31, 2022 and 2021, our investment in AlerisLife had a fair value of $ 5,880 and $ 31,540 , respectively, including an unrealized loss of $ 25,660 and $ 42,232 , respectively.

Based on the terms of the Transaction Agreement, including the issuance of additional AlerisLife shares to us, we concluded that we have significant influence, but not control, over AlerisLife's most significant activities and therefor we determined that AlerisLife is not a variable interest entity, or VIE, and account for our investment in AlerisLife as an equity method investment starting January 1, 2020.

We have elected the fair value option for our investment in AlerisLife.

We continue to present our investment in AlerisLife in Investments in equity securities in our consolidated balance sheets due to the comparable accounting treatment of the shares we owned in AlerisLife as of December 31, 2022 and 2021.

In February 2023, in connection with the proposed acquisition of AlerisLife by a subsidiary of ABP Trust, which is the controlling shareholder of The RMR Group Inc., or RMR Inc., pursuant to a tender offer for all of the outstanding common shares of AlerisLife (other than the AlerisLife common shares owned by ABP Trust or its applicable subsidiaries), at a price of $ 1.31 per share, we agreed to tender all of our AlerisLife common shares into the tender offer at the tender offer price, subject to the right, but not the obligation, to purchase, in a single private transaction, on or before December 31, 2023, a number of shares of common stock of the surviving entity in the proposed acquisition constituting a percentage up to 31.9 % of the then issued and outstanding shares of the common stock of the surviving entity based on the tender offer price and otherwise pursuant to a stockholders agreement to be entered into at the time of any such purchase on such terms as are negotiated and mutually agreed by the parties.

See Notes 6 and 8 for further information regarding our investment in AlerisLife and former investment in RMR Inc.

We classified the common shares we formerly owned of AlerisLife Inc., or AlerisLife, as an equity method investment.

This equity method investment was included in investments in equity securities in our consolidated balance sheets.

In February 2023, in connection with the acquisition by ABP Trust of all of the publicly held outstanding AlerisLife common shares, at a price of $ 1.31 per share, or the Tender Offer Price, by tender offer, or the AlerisLife Transaction, we agreed to tender all the AlerisLife common shares that we and our subsidiary then owned into the tender offer at the Tender Offer Price, subject to the right, but not the obligation, to purchase, on or before December 31, 2023, AlerisLife common shares at the Tender Offer Price, and otherwise pursuant to a stockholders agreement to be entered into at the time of any such purchase.

On December 20, 2023, we and ABP Trust extended our right to purchase AlerisLife common shares until March 31, 2024.

At December 31, 2023 and 2022, our investment in AlerisLife had a fair value of $ 0 and $ 5,880 , respectively, including a realized gain of $ 8,126 and an unrealized loss of $ 25,660 , respectively.

We concluded that we had significant influence, but not control, over AlerisLife's most significant activities and therefore we determined that AlerisLife was not a variable interest entity, or VIE, and accounted for our former investment in AlerisLife as an equity method investment.

We elected the fair value option for our investment in AlerisLife.

See Note 8 for further information regarding our former investment in AlerisLife.

EQUITY METHOD INVESTMENTS.

As of December 31, 2022, we owned a 10 % equity interest in our unconsolidated Seaport JV and a 20 % equity interest in an unconsolidated joint venture for 10 medical office and life science properties, or the LSMD JV.

As of December 31, 2023, we owned a 10 % equity interest in an unconsolidated joint venture that owns a life science property located in Boston, Massachusetts, or the Seaport JV, and a 20 % equity interest in an unconsolidated joint venture for 10 medical office and life science properties, or the LSMD JV.

The property owned by the Seaport JV is encumbered by an aggregate $ 620,000 of mortgage debts.

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Debt issuance costs include issuance or assumption costs related to borrowings and we amortize those costs as interest expense over the terms of the respective loans.

Debt issuance costs for our credit facility totaled $ 29,717 and $ 27,383 at December 31, 2022 and 2021, respectively, and accumulated amortization of debt issuance costs totaled $ 26,315 and $ 22,899 at December 31, 2022 and 2021, respectively, and are included in other assets, net in our consolidated balance sheets.

Debt issuance costs for our unsecured senior notes and secured debt totaled $ 47,661 and $ 53,649 at December 31, 2022 and 2021, respectively, and accumulated amortization of debt issuance costs totaled $ 19,791 and $ 15,800 , respectively, and are presented in our consolidated balance sheet as a direct deduction from the associated debt liability.

During 2023, we repaid all amounts outstanding under our then secured credit facility, including repayment in full of $ 450,000 under such credit facility in December 2023, and terminated the agreement governing such credit facility.

As a result, we expensed unamortized debt issuance costs and recorded an aggregate loss on early extinguishment of debt of $ 1,389 during the year ended December 31, 2023.

Debt issuance costs for our former credit facility totaled $ 0 and $ 29,717 at December 31, 2023 and 2022, respectively, and accumulated amortization of debt issuance costs totaled $ 0 and $ 26,315 at December 31, 2023 and 2022, respectively, and are included in other assets, net in our consolidated balance sheets.

Debt issuance costs for our senior secured and unsecured notes and other secured debt totaled $ 67,475 and $ 47,661 at December 31, 2023 and 2022, respectively, and accumulated amortization of debt issuance costs totaled $ 22,065 and $ 19,791 , respectively, and are presented in our consolidated balance sheet as a direct deduction from the associated debt liability.

Future amortization of debt issuance costs to be recognized with respect to our loans as of December 31, 2023 are estimated to be $ 14,226 in 2024, $ 13,279 in 2025, $ 2,417 in 2026, $ 1,955 in 2027, $ 1,581 in 2028 and $ 11,952 thereafter.

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At December 31, 2023, the remaining weighted average amortization period is approximately 8.2 years.

Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2022, are estimated to be $ 6,652 in 2023, $ 5,840 in 2024, $ 5,379 in 2025, $ 4,805 in 2026, $ 3,781 in 2027 and $ 13,104 thereafter.

Future amortization of

deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2023 are estimated to be $ 7,090 in 2024, $ 6,613 in 2025, $ 6,059 in 2026, $ 5,032 in 2027, $ 4,344 in 2028 and $ 13,857 thereafter.

REVENUE RECOGNITION.

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therefore, we have determined to evaluate our leases as lease arrangements.

For leases where we are the lessee, we recognize a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease.

The right of use asset and related lease liability are included within other assets, net and other liabilities, respectively, within our consolidated balance sheets.

In addition, we lease equipment at certain of our managed

senior living communities.

These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, will not be recorded on our consolidated balance sheets.

Our leases provide for base rent payments and in addition may include variable payments.

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We apply Codification Topic 842, Leases, to the combined component.

Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).

Income derived by our leases is recorded in rental income in our consolidated statements of operations.

Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses.

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For the years ended December 31, 2023, 2022 and 2021, percentage rents earned aggregated $ 2,949 , $ 2,978 and $ 1,993 , respectively.

For leases where we are the lessee, we recognized a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease.

The right of use assets and related lease liabilities are included within other assets, net and other liabilities, respectively, within our consolidated balance sheets.

In addition, we lease equipment at certain of our managed senior living communities.

These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our consolidated balance sheets.

As of December 31, 2023, we owned 232 senior living communities that are managed by third party managers for our account.

We derive our revenues at these managed senior living communities primarily from services our managers provide to residents on our behalf and we record revenues when the services are provided.

We use the TRS structure authorized by the REIT Investment Diversification and Empowerment Act for nearly all of our managed senior living communities.

We use the taxable REIT subsidiary, or TRS, structure authorized by the REIT Investment Diversification and Empowerment Act for nearly all of our managed senior living communities.

Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, the U.S.

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We recognize income from government grants on a systematic and rational basis over the period in which we recognize the related expenses or loss of revenues for which the grants are intended to compensate when there is reasonable assurance that we will comply with the applicable terms and conditions of the grant and there is reasonable assurance that the grant will be received.

During the years ended December 31, 2022, 2021 and 2020, we received $ 605 , $ 20,800 and $ 19,961 , respectively, in funds to be used to support the operations of our managed senior living communities;

During the years ended December 31, 2023, 2022 and 2021, we received $ 1,581 , $ 605 and $ 20,800 , respectively, in funds to be

used to support the operations of our managed senior living communities;

we have currently determined that $ 1,581 , $ 4,327 and $ 19,554 , of such funds meet the required terms and conditions.

We have recognized $ 4,327 , $ 19,554 and $ 17,485 as interest and other income in our consolidated statements of comprehensive income (loss) with respect to our SHOP segment for the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022, we have recognized all funds and no amount remained in other liabilities in our consolidated balance sheet.

As of December 31, 2021 and 2020, we had not recognized $ 3,722 and $ 2,476 , respectively, of funds and included these amounts in other liabilities in our consolidated balance sheets.

We have recognized $ 1,581 , $ 4,327 and $ 19,554 as interest and other income in our consolidated statements of operations with respect to our SHOP segment for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023 and 2022, we have recognized all funds and no amount remained in other liabilities in our consolidated balance sheets.

PER COMMON SHARE AMOUNTS.

We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial interest, $ .01 par value, or our common shares, outstanding during the period.

We calculate diluted earnings per common share using the more dilutive of the two class method

or the treasury stock method.

We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method.

Unvested share awards and other potentially dilutive common shares and the related impact on earnings, are considered when calculating diluted earnings per share.

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Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state income taxes we incur despite our taxation as a REIT.

Our current income tax expense (or benefit) fluctuates from period to period based primarily on the timing of our income, including gains on the disposition of properties or losses in a particular quarter.

The Income Taxes Topic of the Codification prescribes how we should recognize, measure and present in our financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return.

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USE OF ESTIMATES.

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that may affect the amounts reported in these consolidated financial statements and related notes.

Preparation of these financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and related notes.

The actual results could differ from these estimates.

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our portfolio of medical office and life science properties, or our Office Portfolio, and SHOP.

We aggregate each of these two reporting segments based on their similar operating and economic characteristics.

We aggregate the operating results of our properties in these two reporting segments based on their similar operating and economic characteristics.

See Note 12 for further information regarding our reportable operating segments.

RECENT ACCOUNTING PRONOUNCEMENTS.

On November 27, 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , or ASU No.

2023-07, which requires public entities to:

(i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the Chief Operating Decision Maker, or the CODM, and included in each reported measure of segment profit or loss;

(ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods;

and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures.

Public entities with a single reportable segment must apply all the disclosure requirements of ASU No.

2023-07, as well as all the existing segment disclosures under ASC 280.

The amendments in ASU No.

2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact ASU No.

2023-07 will have on our consolidated financial statements and disclosures.

On December 14, 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , or ASU No.

2023-09, which requires public entities to enhance its annual income tax disclosures by requiring:

(i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction.

2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements.

2023-09 is effective for annual periods

beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact ASU No.

2023-09 will have on our consolidated financial statements and disclosures.

Real Estate Investments

Our real estate properties, excluding those classified as held for sale, if any, consisted of land of $ 668,918 and buildings and improvements of $ 6,023,625 as of December 31, 2022, and land of $ 741,501 and buildings and improvements of $ 6,072,055 as of December 31, 2021.

Accumulated depreciation was $ 1,640,094 and $ 188,258 for buildings and improvements, respectively, as of December 31, 2022, and $ 1,587,573 and $ 150,234 for buildings and improvements, respectively, as of December 31, 2021.

Our portfolio as of December 31, 2022 includes:

As of December 31, 2023, our owned properties include:

102 medical office and life science properties with approximately 8.6 million rentable square feet;

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and 10 wellness centers with approximately 812,000 square feet of interior space plus outdoor developed facilities.

Acquisitions:

The table below represents the purchase price allocations (including net closing adjustments) of acquisitions for the years ended December 31, 2023, 2022 and 2021:

Date Location Type of Property Number of Properties Square Feet Cash Paid (1)

Land Buildings

Improvements Acquired

Acquisitions during the year ended December 31, 2023:

We did not acquire any properties during the year ended December 31, 2023.

Acquisitions during the year ended December 31, 2022 (2) :

July 2022 California Life Science 1 88,508 $ 75,105 $ 15,774 $ 45,249 $ 14,082

Acquisitions during the year ended December 31, 2021:

We did not acquire any properties during the year ended December 31, 2021.

(1) Cash paid includes closing costs.

(2) We have accounted for our 2022 acquisition as an acquisition of assets.

We funded this acquisition using cash on hand.

Joint Venture Activities:

As of December 31, 2022, we had equity investments in joint ventures as follows:

Joint Venture DHC Ownership DHC Carrying Value of Investment at December 31, 2022 Number of Properties Location Square Feet

We regularly evaluate our assets for indicators of impairment.

Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of an asset.

If indicators of impairment are present, we evaluate the carrying value of the affected assets by comparing it to the expected future undiscounted cash flows to be generated from those assets.

The future cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates.

If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the asset to its estimated fair value.

During 2023, we recorded impairment charges of $ 14,034 to adjust the carrying value of four life science and medical office properties to their estimated fair value.

We sold three of these life science and medical office properties in 2023.

One of these medical office properties was classified as held for sale in our consolidated balance sheet as of December 31, 2023.

During 2023, we also recorded impairment charges of $ 4,346 to adjust the carrying values of two senior living communities to their aggregate estimated fair value.

We sold one of these senior living communities in 2023.

These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of operations.

During 2022, no impairment charges were recorded.

Dispositions:

During the years ended December 31, 2023 and 2021, we sold eight and five properties, respectively, for aggregate sales prices of $ 18,880 and $ 104,500 , respectively, excluding closing costs, as presented in the table below.

During the year ended December 31, 2022, we did no t dispose of any properties.

The sales of these properties do not represent significant dispositions, individually or in the aggregate, and we do not believe these sales represent a strategic shift in our business.

As a result, the results of operations for these properties are included in continuing operations through the date of sale of such properties in our consolidated statements of operations.

Date of Sale Location Type of Property Number of Properties Square Feet or Number of Units Sales Price (1)

Gain (Loss) on Sale

Dispositions during the year ended December 31, 2023:

February 2023 Pennsylvania and South Carolina Senior Living 3 — units (2)

$ 2,800 $ 293

October 2023 Pennsylvania Medical Office 1 30,866 sq.

October 2023 Tennessee Senior Living 1 — units (2)

October 2023 Maryland Life Science 1 58,880 sq.

6,200 ( 360 )

November 2023 Virginia Senior Living 1 — units (2)

December 2023 South Carolina Medical Office 1 115,108 sq.

3,450 ( 1,255 )

8 $ 18,880 $ 265

Dispositions during the year ended December 31, 2022:

We did not dispose of any properties during the year ended December 31, 2022.

Dispositions during the year ended December 31, 2021:

February 2021 Pennsylvania Medical Office 1 92,000 sq.

$ 9,000 $ ( 122 )

April 2021 Florida Life Science / Medical Office 4 263,656 sq.

95,500 30,760

5 $ 104,500 $ 30,638

(1) Sales price excludes closing costs.

(2) These communities were closed prior to their respective dispositions.

During the year ended December 31, 2023, we recognized a gain of $ 940 related to the sales of skilled nursing bed licenses at certain of our senior living communities.

We classify all properties as held for sale in our consolidated balance sheets that meet the applicable criteria for that treatment as set forth in the Property, Plant and Equipment Topic of the Codification.

As of December 31, 2023, we had one medical office property classified as held for sale.

As of December 31, 2022, we had one closed senior living community classified as held for sale.

Investments and Capital Expenditures:

During 2023, we committed an aggregate $ 62,180 for leasing related costs related to 0.9 million and 0.2 million square feet of leases executed at our medical office and life science properties and wellness centers, respectively.

During 2022, we committed $ 22,911 for leasing related costs related to 0.9 million square feet of leases executed at our medical office and life science properties.

Committed and unspent tenant related obligations based on executed leases as of December 31, 2023 and 2022 were $ 54,124 and $ 39,314 , respectively.

In September 2022, certain of our managed senior living communities located in Florida experienced hurricane related damage.

We carry comprehensive property, casualty, flood and business interruption insurances that we anticipate will cover our losses at these senior living communities, subject to a deductible.

During the year ended December 31, 2022, we incurred total losses of $ 11,253 related to the property damage sustained and deductible incurred.

For the year ended December 31, 2022, we recognized a loss of $ 7,635 for the involuntary conversion of nonmonetary assets and wrote off a portion of the net book value of the damaged assets and included this amount in our consolidated statements of operations.

During the year ended December 31, 2022, we received $ 14,466 in cash from our insurance provider, and as such, we have recovered the total losses of $ 11,253 incurred during the year ended December 31, 2022.

The loss of $ 7,635 for the involuntary conversion of nonmonetary assets, recovery of those $ 7,635 in losses and the deductible of $ 3,618 are included in property operating expenses in our consolidated statements of operations.

We received $ 534 and $ 3,213 in cash in excess of our losses during the

years ended December 31, 2023 and 2022, respectively.

These amounts are included in other liabilities in our consolidated balance sheets.

Unconsolidated Joint Venture Investments:

As of December 31, 2023, we had equity investments in unconsolidated joint ventures as follows:

Equity Method Investments in Joint Venture

DHC Ownership DHC Carrying Value of Investment at December 31, 2023 Number of Properties Location Square Feet

Seaport Innovation LLC 10 % $ 85,699 1 MA 1,134,479

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however, we continue to provide certain guaranties on this debt.

(3) The maturity date of February 9, 2024 is subject to three , one year extension options and requires interest to be paid at an annual rate based on the secured overnight financing rate, or SOFR, plus a premium of 1.90 %.

(3) The debt securing these properties is non-recourse to us.

(4) The joint venture exercised its option to extend the maturity date of this mortgage loan by one year to February 9, 2025, and this mortgage loan requires interest to be paid at an annual rate of SOFR, plus a premium of 1.90 %.

The interest rate is as of December 31, 2023.

This joint venture has also purchased an interest rate cap through February 2024 with a SOFR strike rate equal to 4.00 %.

This joint venture has also purchased an interest rate cap through February 2025 with a SOFR strike rate equal to 4.48 % and an initial premium of $ 1,200 .

The maturity date of this mortgage loan is subject to two remaining one-year extension options.

In March 2017, we entered into the Seaport JV with an institutional investor.

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In December 2021, we sold an additional 35 % equity interest from our then remaining 55 % equity interest in the Seaport JV to another third party institutional investor for $ 378,000 , before closing costs and other adjustments.

Effective as of the date of the sale, we deconsolidated the net assets of this joint venture and recognized a net gain on sale of $ 461,434 related to this transaction during the year ended December 31, 2021, which is included in gain on sale of properties in our consolidated statements of comprehensive income (loss).

After giving effect to the sale, we owned a 20 % equity interest in this joint venture but determined that we were no longer the primary beneficiary.

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We received net proceeds of $ 108,424 from this transaction, which included working capital prorations and formation costs.

We recognized a net loss on sale of $ 1,428 related to this transaction during the year ended December 31, 2022, which is included in gain on sale of properties in our consolidated statements of comprehensive income (loss).

After giving effect to these sales, we continue to own a 10 % equity interest in this joint venture.

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We sold equity interests in this joint venture to those investors for aggregate proceeds, before closing costs and other adjustments, of approximately $ 653,300 .

We deconsolidated the net assets of these properties effective as of the date of the sale and recognized a net gain on sale of $ 322,468 related to this transaction during the year ended December 31, 2022, which is included in gain on sale of properties in our consolidated statements of comprehensive income (loss).

The equity interests that the investors acquired from us equaled 41 % and 39 %, respectively, of the total equity interests in the joint venture, and we retained a 20 % equity interest in the joint venture.

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See Note 10 for more information regarding the valuation of our investment in this joint venture.

Acquisitions:

The table below represents the purchase price allocations (including net closing adjustments) of acquisitions for the years ended December 31, 2022, 2021 and 2020:

Date Location Type of Property Number of Properties Square Feet Cash Paid (1)

Land Buildings

Improvements Acquired

Acquisitions during the year ended December 31, 2022:

July 2022 California Life Science 1 88,508 $ 75,105 $ 15,774 $ 45,249 $ 14,082

Acquisitions during the year ended December 31, 2021:

We did not acquire any properties during the year ended December 31, 2021.

Acquisitions during the year ended December 31, 2020:

We did not acquire any properties during the year ended December 31, 2020.

(1) Cash paid includes closing costs.

In January 2020, we acquired a vacant land parcel adjacent to a life science property we own located in Tempe, Arizona for $ 2,600 , excluding acquisition costs.

We regularly evaluate our assets for indicators of impairment.

Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of an asset.

If indicators of impairment are present, we evaluate the carrying value of the affected assets by comparing it to the expected future undiscounted cash flows to be generated from those assets.

The future cash flows are subjective and are based in part on assumptions regarding hold periods, market rents and terminal capitalization rates.

If the sum of these expected future cash flows is less than the carrying value, we reduce the net carrying value of the asset to its estimated fair value.

During 2022, no impairment charges were recorded on held and used properties.

During 2021, we recorded a reversal of impairment charges of $ 174 related to the estimated costs to sell 10 senior living communities that were classified as held for sale in our consolidated balance sheet as of December 31, 2020 and changed the status of those communities from held for sale to held and used as of March 31, 2021.

These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).

During 2020, we recorded impairment charges of $ 98,414 to adjust the carrying values of 28 senior living communities to their aggregate estimated fair value.

These 28 senior living communities included nine senior living communities which we sold in 2020, seven senior living communities which we closed in 2020 and three of which we sold in February 2023, and 10 senior living communities which were classified as held for sale in our consolidated balance sheet as of December 31, 2020.

During 2020, we also recorded impairment charges of $ 8,558 to adjust the carrying value of seven medical office properties to their estimated fair value.

We sold four of these medical office properties in 2020.

One of these medical office properties was classified as held for sale in our consolidated balance sheet as of December 31, 2020 and sold in February 2021.

These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).

Dispositions:

During the year ended December 31, 2022, we did not dispose of any properties, and during the years ended December 31, 2021 and 2020, we sold five and 27 properties, respectively, for aggregate sales prices of $ 104,500 and $ 152,893 , respectively, excluding closing costs, as presented in the table below.

The sales of these properties do not represent significant dispositions, individually or in the aggregate, and we do not believe these sales represent a strategic shift in our business.

As a result, the results of operations for these properties are included in continuing operations through the date of sale of such properties in our consolidated statements of comprehensive income (loss).

Date of Sale Location Type of Property Number of Properties Square Feet or Number of Units Sales Price (1)

Gain (loss) on Sale

Dispositions during the year ended December 31, 2022:

We did not dispose of any properties during the year ended December 31, 2022.

Dispositions during the year ended December 31, 2021:

February 2021 Pennsylvania Medical Office 1 92,000 sq.

$ 9,000 $ ( 122 )

April 2021 Florida Life Science / Medical Office 4 263,656 sq.

95,500 30,760

5 $ 104,500 $ 30,638

Dispositions during the year ended December 31, 2020:

January 2020 Louisiana Medical Office 6 40,575 sq.

$ 5,925 $ ( 81 )

February 2020 Pennsylvania Medical Office 1 50,000 sq.

March 2020 Texas Medical Office 1 70,229 sq.

April 2020 (2)

California IL / AL 3 599 units 47,000 ( 256 )

June 2020 South Carolina Medical Office 1 49,242 sq.

July 2020 Texas Medical Office 1 6,849 sq.

July 2020 Connecticut Medical Office 1 32,162 sq.

August 2020 (2)

Mississippi AL 2 116 units 2,500 ( 42 )

September 2020 Mississippi Medical Office 1 78,747 sq.

7,250 ( 114 )

October 2020 Various AL 3 239 units 46,000 4,292

November 2020 (2)

Nebraska AL 1 131 units 3,000 ( 26 )

December 2020 New York Medical Office 1 64,060 sq.

3,875 ( 273 )

December 2020 Ohio Life Science 2 232,016 sq.

December 2020 (2)

Wisconsin SNF / AL 3 537 units 11,500 ( 303 )

27 $ 152,893 $ 6,262

(1) Sales price excludes closing costs.

(2) These senior living communities were previously operated by Five Star.

As of December 31, 2022, we had one closed senior living community classified as held for sale.

As of December 31, 2021, we had no properties classified as held for sale.

In February 2023, we sold three closed senior living communities, including the community classified as held for sale as of December 31, 2022, for an aggregate sales price of $ 2,800 , excluding closing costs.

Investments and Capital Expenditures:

During 2022, we committed $ 22,911 for leasing related costs related to 0.9 million square feet of leases executed at our medical office and life science properties.

During 2021, we committed $ 97,520 for leasing related costs related to 2.6 million square feet of leases executed at our medical office and life science properties.

Committed and unspent tenant related obligations based on executed leases as of December 31, 2022 and 2021 were $ 39,314 and $ 76,573 , respectively.

In September 2022, certain of our managed senior living communities located in Florida experienced hurricane related damage.

We carry comprehensive property, casualty, flood and business interruption insurances that we anticipate will cover our losses at these senior living communities, subject to a deductible.

During the year ended December 31, 2022, we incurred total losses of $ 11,253 related to the property damage sustained and deductible incurred.

As of December 31, 2022, we received $ 14,466 in cash from our insurance provider, and as such, we have recovered the total losses of $ 11,253 incurred during the year ended December 31, 2022.

The loss of $ 7,635 for the involuntary conversion of nonmonetary assets, recovery of those $ 7,635 in losses and the deductible of $ 3,618 are included in property operating

expenses in our consolidated statements of comprehensive income (loss).

We received $ 3,213 in cash in excess of our losses, which is included in other liabilities in our consolidated balance sheets.

We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties.

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In accordance with our Trustee compensation arrangements, we also awarded each of our then Trustees 20,000 common shares with an aggregate value of $ 244 ($ 35 per Trustee), 20,000 common shares with an aggregate value of $ 300 ($ 43 per Trustee) and 20,000 common shares with an aggregate value of $ 444 ($ 74 per Trustee) in 2023, 2022 and 2021, respectively.

The values of the share awards were based

upon the closing price of our common shares trading on The Nasdaq Stock Market LLC, or Nasdaq, on the dates of awards.

Also in September 2023, in connection with the election of one of our Trustees, we awarded 20,000 of our common shares to this Trustee with a value of $ 45 .

The values of the share awards were based upon the closing price of our common shares trading on The Nasdaq Stock Market LLC, or Nasdaq, on the dates of awards.

The common shares awarded to our Trustees vested immediately.

The common shares awarded to our officers and certain other employees of RMR (in those capacities) vest in five equal annual installments beginning on the date of award.

We include the value of awarded shares in general and administrative expenses in our consolidated statements of comprehensive income (loss) ratably over the vesting period.

We include the value of awarded shares in general and administrative expenses in our consolidated statements of operations ratably over the vesting period.

At December 31, 2023, 1,938,197 of our common shares remain available for issuance under the 2012 Plan.

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See Note 8 for further information regarding these purchases.

A summary of cash distributions paid to common shareholders, for federal income tax purposes, as are follows for the periods presented:

A summary of cash distributions paid to common shareholders, for federal income tax purposes, are as follows for the periods presented:

Annual Per Characterization of Distribution

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We paid this distribution on February 15, 2024, using cash on hand.

As described in Note 6, pursuant to the 2020 Restructuring Transaction, on January 1, 2020, AlerisLife issued an aggregate of 16,118,849 common shares, with an aggregate value of $ 59,801 , to our shareholders of record as of December 13, 2019.

We recorded this issuance as a non-cash distribution in our consolidated financial statements.

Senior Living Community Management Agreements

Restructuring our Business Arrangements with Five Star

The Transaction Agreement with Five Star.

Pursuant to the Transaction Agreement, effective January 1, 2020, or the Conversion Time:

• our previously existing master leases with Five Star for all of our senior living communities that Five Star leased, as well as our previously existing management agreements and pooling agreements with Five Star for our senior living communities that Five Star managed, were terminated and replaced with new management agreements and a related omnibus agreement, which agreements were subsequently replaced in June 2021, as described below;

• AlerisLife issued to us 10,268,158 of its common shares and an aggregate of approximately 16,118,849 to our shareholders of record as of December 13, 2019;

• as consideration for these share issuances, we provided Five Star with $ 75,000 of additional consideration by assuming certain of Five Star's working capital liabilities and making cash payments to Five Star, resulting in a gain on lease termination of $ 22,896 for the year ended December 31, 2020 in our consolidated statements of comprehensive income (loss);

• pursuant to a guaranty agreement dated as of January 1, 2020 and amended and restated on June 9, 2021, made by AlerisLife in favor of our applicable subsidiaries, AlerisLife has guaranteed the payment and performance of each of its applicable subsidiary's obligations under our applicable management agreements with Five Star.

2021 Amendments to our Management Arrangements with Five Star .

On June 9, 2021, we and Five Star amended our management arrangements.

Our managed senior living communities are operated by third parties pursuant to management agreements.

Five Star, which is an operating division of AlerisLife, manages many of our SHOP communities, and we lease nearly all of our senior living communities managed by third party managers, to our TRSs.

Management Arrangements with Five Star.

On June 9, 2021, we and Five Star entered into an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that Five Star manages for us and interim management agreements for the senior living communities that we and Five Star agreed to transition to other third party managers.

In addition, AlerisLife delivered to us an amended and restated guaranty agreement pursuant to which AlerisLife is continuing to guarantee the payment and performance of each of its applicable subsidiary’s obligations under the applicable management agreements.

The principal changes to the management arrangements included:

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• that the term of our management agreements with Five Star for our senior living communities that Five Star is continuing to manage was extended by two years to December 31, 2036.

Pursuant to these changes, we and Five Star entered into an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that Five Star is continuing to manage.

These agreements replaced our prior master leases and management and pooling agreements with Five Star.

In addition, AlerisLife

delivered to us a related amended and restated guaranty agreement pursuant to which AlerisLife is continuing to guarantee the payment and performance of its subsidiaries' obligations under the applicable management agreements.

Pursuant to the Master Management Agreement, Five Star receives a management fee equal to 5 % of the gross revenues realized at the applicable senior living communities plus reimbursement for its direct costs and expenses related to such communities.

Commencing with the calendar year 2021, Five Star may receive an annual incentive fee equal to 15 % of the amount by which the annual EBITDA of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year.

The target EBITDA for those communities on a combined basis is increased annually based on the greater of the annual increase of the consumer price index, or CPI, or 2 %, plus 6 % of any capital investments funded at the managed communities on a combined basis in excess of the target capital investment.

Five Star may receive an annual incentive fee equal to 15 % of the amount by which the annual EBITDA of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year.

The target EBITDA for those senior living communities on a combined basis is increased annually based on the greater of the annual increase of the consumer price index, or CPI, or 2 %, plus 6 % of any capital investments funded at the managed senior living communities on a combined basis in excess of the target capital investment.

Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2 %.

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Pursuant to the Master Management Agreement, beginning in 2025, we have the right to terminate up to 10 % of the senior living communities that Five Star is continuing to manage, based on total revenues per year for failure to meet 80 % of a target EBITDA for the applicable period.

In connection with ABP Trust’s acquisition of AlerisLife on March 20, 2023, we amended the Master Management Agreement to eliminate any change of control default or event of default provisions effective upon the consummation of the AlerisLife acquisition by ABP Trust.

See Note 8 for further information regarding ABP Trust’s acquisition of AlerisLife.

In 2021, we completed the transition of 107 of the 108 senior living communities, containing 7,340 living units, from Five Star to other third party managers.

The remaining senior living community was closed in February 2022 and we are assessing opportunities to redevelop that property.

We continue to lease our senior living communities that have been transitioned to other managers to our TRSs.

We incurred costs related to retention and other transition costs for these communities.

We recorded $ 2,096 and $ 17,363 for the years ended December 31, 2022 and 2021, respectively, of these costs to acquisition and certain other transaction related costs in our consolidated statements of comprehensive income (loss).

We recorded $ 0 , $ 2,096 and $ 17,363 for the years ended December 31, 2023, 2022 and 2021, respectively, of costs that we incurred related to retention and other transition costs to acquisition and certain other transaction related costs in our consolidated statements of operations.

Our Senior Living Communities Managed by Five Star.

Five Star managed 119 , 119 and 120 of our senior living communities as of December 31, 2023, 2022 and 2021, respectively.

We lease our senior living communities that are managed by Five Star to our TRSs, and Five Star manages these communities pursuant to long term management agreements.

We lease our senior living communities that are managed by Five Star to our TRSs, and Five Star manages these communities pursuant to the Master Management Agreement.

Effective October 31, 2022, Five Star ceased managing an active adult community we own located in Plano, TX, and RMR assumed management of that community pursuant to our property management agreement with RMR.

We paid Five Star a termination fee of $ 350 in connection with the termination of Five Star's management of this community.

As described above, pursuant to the Transaction Agreement, effective January 1, 2020, we replaced our long term management and pooling agreements with Five Star with new management agreements and a related omnibus agreement, which agreements were subsequently replaced in June 2021 with the Master Management Agreement, the terms of which are described above.

We incurred management fees payable to Five Star of $ 40,119 , $ 37,037 and $ 47,479 for the years ended December 31, 2023, 2022 and 2021, respectively.

For the years ended December 31, 2022, 2021 and 2020, $ 33,737 , $ 43,864 and $ 60,413 , respectively, of the total management fees were expensed to property operating expenses in our consolidated statements of comprehensive income (loss) and $ 3,300 , $ 3,615 and $ 2,467 , respectively, were capitalized in our consolidated balance sheets.

For the years ended December 31, 2023, 2022 and 2021, $ 37,436 , $ 33,737 and $ 43,864 , respectively, of the total management fees were expensed to property operating expenses in our consolidated statements of operations and $ 2,683 , $ 3,300 and $ 3,615 , respectively, were capitalized in our consolidated balance sheets.

The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

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At senior living communities Five Star manages for us where Five Star provides both inpatient and outpatient rehabilitation services, we generally pay Five Star for those rehabilitation services and charges for these services are included in amounts charged to residents, third party payers or government programs.

During 2023, Five Star closed all inpatient clinics and as such we do not expect to incur these fees to Five Star in the future.

We incurred fees of $ 1,213 , $ 6,289 and $ 11,233 for the years ended December 31, 2023, 2022 and 2021, respectively, with respect to rehabilitation services Five Star provided at our senior living communities that are payable by us.

These amounts are included in property operating expenses in our consolidated statements of comprehensive income (loss).

As a result of routine monitoring protocols that are a part of Five Star's compliance program activities related to Medicare billing, Five Star discovered potentially inadequate documentation at one of our senior living communities that Five Star manages.

This monitoring was not initiated in response to any specific complaint or allegation but rather was of the type that Five Star periodically undertakes to test its compliance with applicable Medicare billing rules.

We and Five Star voluntarily disclosed this matter to the United States Department of Health and Human Services, Office of the Inspector General, or the

OIG, pursuant to the OIG's Provider Self-Disclosure Protocol.

In January 2021, we and Five Star settled this matter with the OIG and we agreed to pay approximately $ 5,763 in exchange for a customary release, but we and Five Star did not admit any liability.

We paid that amount to the OIG in January 2021.

Five Star refunded to us $ 115 of management fees it previously received relating to the Medicare payments we refunded to the OIG.

With respect to this settlement amount, we accrued a revenue reserve of $ 3,842 at December 31, 2020 for historical Medicare payments we received and agreed to repay to the OIG and we recorded expenses of $ 1,921 for the year ended December 31, 2020 for OIG-imposed penalties.

These amounts are included in property operating expenses in our consolidated statements of operations.

Since January 1, 2021, we sold certain senior living communities that were then managed by Five Star.

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The management agreements with the other third party managers also generally provide us with the right to terminate the management agreements for communities that do not earn 70 % to 80 % of the target EBITDA for such communities, after an agreed upon stabilized period.

In December 2023, we notified one of our third party managers which manages certain of our communities located in Wisconsin and Illinois that we will be terminating our management agreement with respect to these communities.

transition these communities during the first half of 2023 to another third party manager which we have an existing relationship with.

We expect the terms of the management agreement for these communities to be generally consistent with the terms outlined above.

We expect to pay a termination fee of approximately $ 1,000 in connection with this transition.

We incurred management fees payable to our other third party managers of $ 21,863 , $ 20,739 and $ 6,239 for the years ended December 31, 2023, 2022 and 2021, respectively.

These amounts are included in property operating expenses in our consolidated financial statements.

These amounts are included in property operating expenses in our consolidated statements of operations.

The following table presents residents fees and services revenue from all of our managed senior living communities disaggregated by the type of contract and payer:

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◦ If our total return per share exceeds 12.0 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12.0 % per year, or the adjusted benchmark return per share.

In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return

per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e.

In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e.

between 200 basis points and 500 basis point per year multiplied by the number of years in the measurement period and below the applicable market index).

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Pursuant to our business management agreement with RMR, we recognized net business management fees of $ 13,965 ,$ 16,646 and $ 23,378 for the years ended December 31, 2023, 2022 and 2021, respectively.

The net business management fees we recognized are included in general and administrative expenses in our consolidated statements of comprehensive income (loss) for these periods.

The net business management fees we recognized are included in general and administrative expenses in our consolidated statements of operations for these periods.

The net business management fees we recognized for the years ended December 31, 2023, 2022 and 2021 reflect a reduction of $ 2,974 , for each of those years for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

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The net property management and construction supervision fees we recognized for the years ended December 31, 2023, 2022 and 2021 reflect a reduction of $ 797 for each of those years for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 8.

For the years ended December 31, 2022, 2021 and 2020, $ 5,657 , $ 9,684 and $ 10,084 , respectively, of the total property management fees were expensed to property operating expenses in our consolidated statements of comprehensive income (loss) and $ 4,672 , $ 2,820 and $ 3,718 , respectively, were capitalized as building improvements in our consolidated balance sheets.

For the years ended December 31, 2023, 2022 and 2021, $ 5,686 , $ 5,657 and $ 9,684 , respectively, of the total property management fees were expensed to property operating expenses in our consolidated statements of operations and $ 3,200 , $ 4,672 and $ 2,820 , respectively, were capitalized as building improvements in our consolidated balance sheets.

The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

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We reimbursed RMR $ 14,587 , $ 12,901 and $ 13,161 for these expenses and costs for the years ended December 31, 2023, 2022 and 2021, respectively.

These amounts are included in property operating expenses or general and administrative expenses, as applicable, in our consolidated statements of comprehensive income (loss) for these periods.

These amounts are included in property operating expenses or general and administrative expenses, as applicable, in our consolidated statements of operations for these periods.

Our management agreements with RMR have terms that end on December 31, 2043, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.

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Pursuant to our management agreements with RMR, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us.

As part of this arrangement, we may enter agreements with RMR and other companies to which RMR or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

As part of this arrangement, we

may enter agreements with RMR and other companies to which RMR or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.

Investment Opportunities .

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We have two separate joint venture arrangements with third party institutional investors, the Seaport JV and the LSMD JV.

We own a 10 % equity interest in the Seaport JV and a 20 % equity interest in the LSMD JV;

from January 2022 until June 28, 2022, we owned a 20 % equity interest in the Seaport JV.

We initially entered into the Seaport JV in March 2017, and we entered into the LSMD JV in January 2022.

RMR provides management services to both of these joint ventures.

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The Chair of our Board of Trustees and one of our Managing 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., is chair of the board, a managing director and the president and chief executive officer of RMR Inc., an officer and employee of RMR and the chair of the board and a managing director of AlerisLife.

Francis, our other Managing Trustee and our President and Chief Executive Officer, and our Chief Financial Officer and Treasurer are also employees and officers of RMR.

our Secretary and former Managing Trustee, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR, an officer of ABP Trust and a managing director and secretary of AlerisLife.

Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc., an officer and employee of RMR and, until the acquisition of AlerisLife by ABP Trust on March 20, 2023, the chair of the board of directors and a managing director of AlerisLife, and currently a director of AlerisLife.

Francis, our other Managing Trustee, our former President and Chief Executive Officer and a former managing director of AlerisLife served as an officer of RMR until December 31, 2023 and will remain an employee of RMR until her retirement on July 1, 2024.

Our current President and Chief Executive Officer and our Chief Financial Officer and Treasurer are also employees and officers of RMR.

Clark, our Secretary and former Managing Trustee, also serves as a managing director and the executive vice president, general counsel and secretary of RMR Inc., an officer and employee of RMR, an officer of ABP Trust and secretary of AlerisLife and, until March 20, 2023, a managing director of AlerisLife.

Certain of AlerisLife's officers are officers and employees of RMR.

Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services.

Adam Portnoy serves as the chair of the board and as a managing director or managing trustee of these companies.

Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services.

Portnoy serves as the chair of the board and as a managing trustee of these companies.

Other officers of RMR, including Ms.

Clark and certain of our officers, serve as managing trustees, managing directors or officers of certain of these companies.

Clark and certain of our officers, serve as managing trustees, or officers of certain of these companies.

In addition, officers of RMR and RMR Inc.

serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services.

We are currently AlerisLife's largest stockholder.

As of December 31, 2022, we owned 10,691,658 of AlerisLife's common shares, or approximately 31.9 % of AlerisLife's outstanding common shares.

As of December 31, 2023, ABP Trust and Adam D.

Portnoy owned 9.8 % of our outstanding common shares.

Until March 20, 2023, we were AlerisLife's largest stockholder, owning approximately 31.9 % of AlerisLife's outstanding common shares, and ABP Acquisition LLC, or ABP Acquisition, a subsidiary of ABP Trust, together with ABP Trust, owned approximately 6.1 % of AlerisLife's outstanding common shares.

Five Star is an operating division of AlerisLife.

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See Note 6 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star) and Note 10 for further information regarding our investment in AlerisLife.

As of December 31, 2022, ABP Acquisition LLC, a subsidiary of ABP Trust, the controlling shareholder of RMR Inc., together with ABP Trust, owned approximately 6.1 % of AlerisLife's outstanding common shares.

In February 2023, ABP Acquisition 2 LLC, a subsidiary of ABP Trust, made a tender offer to purchase all of the common shares of AlerisLife, including the 10,691,658 AlerisLife common shares that we own.

We have agreed to tender all of our AlerisLife shares at a tender offer price of $ 1.31 per share.

Additionally, we consented, in connection with the tender offer, for AlerisLife to waive the share ownership restrictions set forth in its charter with respect to ABP Acquisition LLC, ABP Acquisition 2 LLC, and certain related persons that prohibit any person or group from acquiring more than 9.8 % of the outstanding shares of any class of AlerisLife's stock.

We maintain the right, but not the obligation, to purchase, in a single private transaction, on or before December 21, 2023, a number of shares of common stock of the surviving entity constituting a percentage up to 31.9 % of the then issued and outstanding shares of the common stock of the surviving entity based on the tender offer price.

In order to effect our distribution of AlerisLife common shares to our shareholders in 2001 and to govern our relations with AlerisLife (including Five Star) thereafter, AlerisLife (including Five Star) entered agreements with us and others, including RMR.

Since then, we have entered various leases, management agreements and other agreements with AlerisLife (including Five Star) that include provisions that confirm and modify these undertakings.

Among other things, these agreements provide that:

• so long as we remain a REIT, AlerisLife may not waive the share ownership restrictions in its charter that prohibit any person or group from acquiring more than 9.8 % (in value or number of shares, whichever is more restrictive) of the outstanding shares of any class of AlerisLife stock without our consent;

• so long as Five Star is our tenant or manager, AlerisLife will not permit nor take any action that, in our reasonable judgment, might jeopardize our qualification for taxation as a REIT;

• we have the right to terminate our management agreements with Five Star upon the acquisition by a person or group of more than 9.8 % of AlerisLife's voting stock or other change in control events, as defined therein affecting AlerisLife, including the adoption of any shareholder proposal (other than a precatory proposal) or the election to AlerisLife's board of directors of any individual, if such proposal or individual was not approved, nominated or appointed, as the case may be, by a majority of AlerisLife's directors in office immediately prior to the making of such proposal or the nomination or appointment of such individual;

• so long as Five Star is our tenant or manager or has a business management agreement with RMR, AlerisLife will not acquire or finance any real estate of a type then owned or financed by us or any other company managed by RMR without first giving us or such company managed by RMR, as applicable, the opportunity to acquire or finance that real estate.

See Note 6 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star).

On February 2, 2023, AlerisLife entered into an Agreement and Plan of Merger, or the ALR Merger Agreement, with certain subsidiaries of ABP Trust, pursuant to which ABP Trust acquired all of the publicly held outstanding AlerisLife common shares at a price of $ 1.31 per share by tender offer.

In connection with the ALR Merger Agreement, on February 2, 2023, we agreed to tender all the AlerisLife common shares that we and our subsidiary then owned into the tender offer at the Tender Offer Price, subject to the right, but not the obligation, to purchase, on or before December 31, 2023, AlerisLife common shares at the Tender Offer Price, and otherwise

pursuant to a stockholders agreement to be entered into at the time of any such purchase.

On December 20, 2023, we and ABP Trust extended our right to purchase AlerisLife common shares until March 31, 2024.

On February 16, 2024, we exercised this purchase right and acquired, together with our applicable TRS, approximately 34.0 % of the currently outstanding AlerisLife common shares from ABP Trust at the Tender Offer Price, for a total purchase price of $ 14,890 , and we, our applicable TRS, ABP Trust and AlerisLife entered into a stockholders agreement.

Following this acquisition, ABP Trust owns the remaining approximate 66.0 % of AlerisLife.

Termination of the Merger Agreement with Office Properties Income Trust.

As previously disclosed, on April 11, 2023, we and Office Properties Income Trust, or OPI, entered into an Agreement and Plan of Merger, or the Merger Agreement, pursuant to which we and OPI agreed that we would merge with and into OPI, with OPI as the surviving entity in the merger.

On September 1, 2023, we and OPI mutually terminated the Merger Agreement, effective September 1, 2023.

Neither we nor OPI were required to pay any termination fee as a result of the mutual decision to terminate the Merger Agreement, and we and OPI bore our and its respective costs and expenses related to the Merger Agreement in accordance with the terms of the Merger Agreement.

We recorded $ 9,900 of expenses during the year ended December 31, 2023 related to the terminated merger with OPI, which is included in acquisition and certain other transaction related costs in our consolidated statement of operations.

Our Manager, RMR.

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(1) a business management agreement, which relates to our business generally;

and (2) a property management agreement, which relates to the

property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time.

and (2) a property management agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time.

See Note 7 for further information regarding our management agreements with RMR.

Our Joint Ventures .

As of December 31, 2022, in connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs of $ 8,715 that were payable by that joint venture.

Those costs are included in other assets, net, in our consolidated balance sheet.

In connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs that were payable by that joint venture.

The remaining costs totaled $ 6,080 as of December 31, 2023 and are included in other assets, net, in our consolidated balance sheet.

RMR provides management services to each of the Seaport JV and the LSMD JV.

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Credit facility (1)

January 2024 $ 700,000 $ 800,000

N/A $ — $ 700,000

Total floating rate debt $ — $ 700,000

(1) In February 2022, we exercised our option to extend the maturity date of our credit facility by one year to January 2024.

(2) In January 2023, pursuant to the terms of our credit agreement, we repaid $ 113,627 in outstanding borrowings under our credit facility and the facility commitments were reduced to $ 586,373 .

(3) In February 2023, we and our lenders amended our credit agreement to, among other things, extend the waiver of the fixed charge coverage ratio covenant through January 15, 2024 and reduce our credit facility commitments to $ 450,000 following our repayment of $ 136,373 in outstanding borrowings.

(1) In December 2023, we repaid the remaining principal balance of our then credit facility which had an original maturity date of January 2024 and terminated the agreement.

December 31, 2023 December 31, 2022

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(1) As of December 31, 2023 and 2022, the unamortized net debt issuance costs on certain of these notes were $ 23,899 and $ 27,870 , respectively.

(2) These notes are fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit agreement.

are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.

(2) These notes are fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries.

The notes and the guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.

Principal Balance as of

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Rate Maturity At December 31, 2023 2023 2022

Mortgage note $ — $ 11,120 6.28 % July 2022 — $ — $ 23,525

Mortgage note — 10,479 4.85 % October 2022 — — 19,211

Mortgage note — 15,456 5.75 % October 2022 — — 19,099

Mortgage note $ — $ 14,732 6.64 % June 2023 1 $ — $ 24,645

Senior secured notes (2)(3)(4)

940,534 — 0.00 % January 2026 95 1,075,889 —

Mortgage note 9,109 9,997 6.44 % July 2043 1 13,589 13,234

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As of December 31, 2023 and 2022, the unamortized net premiums and debt issuance costs on certain of these mortgages were $ 0 and $( 109 ), respectively.

As of December 31, 2022, we had a $ 700,000 credit facility that was available for general business purposes.

As of December 31, 2022, our credit facility required interest to be paid on borrowings at the annual rate of 6.9 %, plus a facility fee of 30 basis points per annum on the total amount of lending commitments under the facility.

(2) These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis by certain of our subsidiaries that own 95 properties, or the Collateral Guarantors, and on a joint, several and unsecured basis, by all our subsidiaries other than the Collateral Guarantors, except for certain excluded subsidiaries, or the Non-Collateral Guarantors.

These notes and the guarantees provided by the Collateral Guarantors are secured by a first priority lien and security interest on each of the collateral properties and 100 % of the equity interests in each of the Collateral Guarantors.

The guarantees provided by the Non-Collateral Guarantors are effectively subordinated to all of the subsidiary guarantors' secured indebtedness to the extent of the value of the collateral securing such secured indebtedness, and the notes and the guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.

(3) These notes require no cash interest to accrue prior to maturity and will accrete at a rate of 11.25 % per annum compounded semiannually on January 15 and July 15 of each year, such that the accreted value will equal the principal amount at maturity.

These notes have an unamortized discount balance of $ 187,813 and unamortized net debt issuance costs of $ 21,510 as of December 31, 2023, respectively.

(4) We have a one-time option to extend the maturity date of these notes by one year , to January 15, 2027, subject to satisfaction of certain conditions and payment of an extension fee.

If we exercise this option, interest payments will be due semiannually during the extension period at an initial interest rate of 11.25 % with increases of 50 basis points every 90 days these notes remain outstanding.

Until its repayment in full on December 21, 2023, we had a $ 450,000 credit facility that was fully drawn.

At December 21, 2023, our former credit facility required interest to be paid on borrowings at the annual rate of 8.4 %, plus a facility fee of $ 338 per quarter.

As of December 31, 2023, our former credit facility is fully paid off and our credit agreement is terminated.

The weighted average annual interest rates for borrowings under our credit facility were 7.9 %, 4.5 % and 2.9 % for the years ended December 31, 2023, 2022 and 2021, respectively.

On March 31, 2021, we borrowed $ 800,000 under our credit facility as a precautionary measure to increase our cash position and preserve financial flexibility in light of uncertainties related to the COVID-19 pandemic.

As of December 31, 2022 and February 24, 2023, we were fully drawn under our credit facility.

In January 2021, we and our lenders amended the agreements governing our credit facility and our $ 200,000 term loan, or collectively, our credit and term loan agreements, in order to provide us with certain flexibility in light of uncertainties related to the COVID-19 pandemic.

Pursuant to the amendments:

• certain of the financial covenants under our credit and term loan agreements, including covenants that require us to maintain certain financial ratios, were waived through June 2022;

• the credit facility commitments were reduced from $ 1,000,000 to $ 800,000 , and as a result of the reduction in commitments, we recorded a loss on early extinguishment of debt of $ 563 for the year ended December 31, 2021;

• we pledged certain equity interests of subsidiaries owning properties to secure our obligations under our credit and term loan agreements and agreed to provide, and as of December 2022 had provided, first mortgage liens on 61 medical office and life science properties with an aggregate gross book value of real estate assets of $ 1,002,319 as of December 31, 2022 to secure our obligations, which pledges and/or mortgage liens may be removed or new ones may be added based on outstanding debt amounts, among other things;

• we had the ability to fund $ 250,000 of capital expenditures per year, which increased to $ 350,000 per year following the repayment of our term loan in February 2021, and are restricted in our ability to acquire real property as defined in our credit agreement;

• the interest rate premium over LIBOR under our credit facility and our previously existing $ 200,000 term loan increased by 30 basis points;

• certain financial covenants and restrictions on distributions to common shareholders, share repurchases, capital expenditures, acquiring additional properties and incurring additional indebtedness (in each case subject to various exceptions), and the minimum liquidity requirement of $ 200,000 remained in place through June 2022;

• we are generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions, and debt financings to the repayment of any amounts outstanding under our credit facility.

In September 2021, we and our lenders further amended our credit agreement.

Among other things, the amendment set forth the mechanics for establishing a replacement benchmark rate under our credit agreement at such time as LIBOR would no longer be available to calculate interest payable on amounts outstanding thereunder.

In February 2022, we and our lenders further amended our credit agreement.

Pursuant to the amendment:

• the waiver of the fixed charge coverage ratio covenant included in our credit agreement was extended through December 31, 2022;

• the facility commitments were reduced from $ 800,000 to $ 700,000 following our repayment of $ 100,000 ;

• we have the ability to fund $ 400,000 of capital expenditures per year and we are restricted in our ability to acquire real property as defined in our credit agreement;

• the interest rate premium under our credit facility increased by 15 basis points;

In February 2022, we exercised our option to extend the maturity date of our credit facility by one year to January 2024.

In January 2023, pursuant to the terms of our credit agreement, we repaid $ 113,627 in outstanding borrowings under our credit facility and the facility commitments were reduced to $ 586,373 .

As of December 31, 2023, all $ 940,534 of our senior secured notes due 2026 are fully and unconditionally guaranteed, on a joint, several and senior secured basis by the Collateral Guarantors and on a joint, several and unsecured basis by the Non-Collateral Guarantors, and all $ 500,000 of our 9.75 % senior notes due 2025 and all $ 500,000 of our 4.375 % senior notes due 2031 were fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries.

The notes and the guarantees (other than our senior secured notes and the guarantees provided by the Collateral Guarantors) are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and the notes and the guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.

Our remaining $ 1,100,000 of senior unsecured notes do not have the benefit of any guarantees as of December 31, 2023.

In February 2022, we and our lenders amended our credit agreement.

Pursuant to the amendment, among other things, the facility commitments were reduced from $ 800,000 to $ 700,000 following our repayment of $ 100,000 .

In February 2022, we exercised our option to extend the maturity date of our former credit facility by one year to January 2024.

In January 2023, pursuant to our credit agreement, we repaid $ 113,627 in outstanding borrowings under our former credit facility and the facility commitments were reduced to $ 586,373 .

In February 2023, we and our lenders further amended our credit agreement.

Pursuant to the amendment:

• the waiver of the fixed charge coverage ratio covenant has been extended through the maturity date of our credit facility in January 2024;

• the minimum liquidity requirement was decreased from $ 200,000 to $ 100,000 ;

• the facility commitments have been reduced from $ 586,373 to $ 450,000 ;

• the feature of our credit facility permitting us to repay and reborrow funds was eliminated;

• we continue to have the ability to fund $ 400,000 of capital expenditures per year and we are restricted in our ability to acquire real property as defined in the credit agreement;

• SOFR was established as the replacement benchmark rate in place of LIBOR to calculate interest payable on amounts outstanding under our credit facility, and the interest rate premium under our credit facility was increased by 40 basis points;

• we are required to repay outstanding amounts under the credit facility with excess cash flow, and certain financial covenants and restrictions on distributions to common shareholders, share repurchases, capital expenditures, acquiring additional properties and incurring additional indebtedness (in each case subject to various exceptions) will remain in place through the maturity date of our credit facility.

Pursuant to the amendment the facility commitments were reduced from $ 586,373 to $ 450,000 following our repayment of $ 136,373 in then outstanding borrowings, and as a result of the reduction in commitments, we recorded a loss on modification or early extinguishment of debt of $ 1,075 for the year ended December 31, 2023.

In February 2021, we issued $ 500,000 aggregate principal amount of our 4.375 % senior notes due 2031 in an underwritten public offering raising net proceeds of $ 491,357 , after deducting estimated offering expenses and underwriters' discounts.

These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, including pledged subsidiaries under our credit agreement and require semi-annual interest payments through maturity.

These notes are guaranteed by all of our subsidiaries, except for certain excluded subsidiaries, and require semi-annual interest payments through maturity.

We used the net proceeds from this offering to prepay in full in February 2021 our $ 200,000 term loan which was scheduled to mature in September 2022.

The weighted average interest rate under our $ 200,000 term loan was 2.9 % for the period from January 1, 2021 to February 7, 2021 and 2.7 % and 3.7 % for the years ended December 31, 2020 and 2019, respectively.

The weighted average interest rate under our $ 200,000 term loan was 2.9 % for the period from January 1, 2021 to February 7, 2021.

As a result of the prepayment of our $ 200,000 term loan, we recorded a loss on early extinguishment of debt of $ 1,477 for the year ended December 31, 2021.

In June 2021, we used the remaining net proceeds from this offering and cash on hand to redeem all of our

outstanding 6.75 % senior notes due 2021 for a redemption price equal to the principal amount of $ 300,000 plus accrued and unpaid interest of $ 10,125 , when these notes became redeemable with no prepayment premium.

In June 2021, we used the remaining net proceeds from this offering and cash on hand to redeem all of our outstanding 6.75 % senior notes due 2021 for a redemption price equal to the principal amount of $ 300,000 plus accrued and unpaid interest of $ 10,125 , when these notes became redeemable with no prepayment premium.

In connection with this redemption, we recorded a loss on early extinguishment of debt of $ 370 for the year ended December 31, 2021.

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In July 2022, we prepaid a mortgage note secured by two of our senior living communities with an outstanding principal balance of approximately $ 15,273 , a maturity date in October 2022 and an annual interest rate of 5.75 %, using cash on hand.

In October 2022, we repaid a mortgage note secured by one of our life science properties with an outstanding principal balance of approximately $ 10,287 , a maturity date in October 2022 and an annual interest rate of 4.85 %, using cash on hand.

In October 2022, we repaid at maturity a mortgage note secured by one of our life science properties with an outstanding principal balance of approximately $ 10,287 and an annual interest rate of 4.85 %, using cash on hand.

In April 2023, we prepaid a mortgage note secured by one of our senior living communities with an outstanding principal balance of approximately $ 14,565 , a maturity date in June 2023 and an annual interest rate of 6.64 % using cash on hand.

In December 2023, we issued $ 940,534 in aggregate principal amount at maturity of our senior secured notes due 2026 in a private offering, raising net proceeds of $ 730,359 , after deducting initial purchaser discounts and estimated offering costs.

These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis, by the Collateral Guarantors, and on a joint, several and unsecured basis, by the Non-Collateral Guarantors.

These notes require no cash interest payments to accrue prior to maturity.

The accreted value of these secured notes will increase at a rate of 11.25 % per annum compounded semiannually on

January 15 and July 15 of each year.

We used the net proceeds from this offering to repay in full and terminate our then $ 450,000 secured credit facility and to redeem all $ 250,000 of our outstanding 4.750 % senior notes, which were scheduled to mature in January 2024 and May 2024, respectively.

As a result of the prepayment in full of our credit facility and redemption of our 4.750 % senior notes, we recorded a loss on modification or early extinguishment of debt of $ 314 and $ 1,079 for the year ended December 31, 2023, respectively.

Interest on our senior unsecured notes are payable either semi-annually or quarterly in arrears;

however, no principal repayments are due until maturity.

No interest is payable on our senior secured notes with the full principal amount due at maturity.

Required monthly payments on our mortgages include principal and interest.

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We include amortization of finance lease assets in depreciation and amortization expense.

Our credit agreement and our senior unsecured notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, as defined, which includes RMR ceasing to act as our business and property manager.

Our senior unsecured notes indentures and their supplements and our credit agreement also contain covenants that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts and require us to maintain various financial ratios, and our credit agreement contains covenants that restrict our ability to make distributions to our shareholders in certain circumstances.

As of December 31, 2022, our ratio of consolidated income available for debt service to debt service was below the 1.5 x incurrence requirement under our credit agreement and our public debt covenants as the effects of the slow recovery of our SHOP business from the COVID-19 pandemic, high inflation, rising interest rates, geopolitical risks and other economic, market and industry conditions continued to adversely impact our operations.

We are unable to incur additional debt until this ratio is at or above 1.5 x on a pro forma basis.

As of December 31, 2022, we believe we were in compliance with all of the other covenants under our senior unsecured notes indentures and their supplements, our credit agreement and our other debt obligations, subject to the waivers described above.

Although we have taken steps to enhance our ability to maintain sufficient liquidity, a protracted negative impact on the economy or the industries in which our properties and businesses operate resulting from high inflation, rising or sustained high interest rates, geopolitical risks or other economic, market or industry conditions, including downturns or recessions, may cause increased pressure on our ability to satisfy financial and other covenants.

If our operating results and financial condition are significantly negatively impacted by the economic conditions or otherwise, we may fail to satisfy covenants and conditions under our credit agreement or fail to satisfy our public debt covenants.

Further, if we believe we will not be able to satisfy our financial or other covenants, we expect that we would seek waivers or amendments prior to any covenant violation or seek other financing alternatives, which may lead to increased costs and interest rates, additional restrictive covenants or other lender protections.

We cannot assure that we would be able to obtain these waivers or amendments or repay the related debt facilities when due, which may result in an event of default under the agreements governing our debt or the potential acceleration of our outstanding debt.

Our senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default.

Our senior notes indentures and their supplements also contain covenants that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts and require us to maintain various financial ratios.

Required principal payments on our outstanding debt as of December 31, 2023, were as follows:

Year Principal Payment

2023 $ 266,413

Thereafter 1,107,740 (1)

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$ 44,217 $ 44,217 $ 50,780 $ 50,780

(1) Our 10,691,658 shares of common stock of AlerisLife are included in investments in equity securities in our consolidated balance sheets, and are reported at fair value, which is based upon quoted market prices on Nasdaq (Level 1 inputs).

During the years ended December 31, 2022 and 2021, we recorded unrealized losses of $ 25,660 and $ 42,232 , respectively, which are included in gains and losses on equity securities, net in our consolidated statements of comprehensive income (loss), to adjust the carrying value of our investment in AlerisLife common shares to their fair value.

(1) On February 2, 2023, in connection with the proposed acquisition of AlerisLife by a subsidiary of ABP Trust, which is the controlling shareholder of RMR Inc., we agreed to tender all of the 10,691,658 AlerisLife common shares we owned at a price of $ 1.31 per share, and the acquisition was completed on March 20, 2023.

Prior to March 20, 2023, these AlerisLife common shares were included in investments in equity securities in our consolidated balance sheets and were reported at fair value, which was based upon quoted market prices on Nasdaq (Level 1 inputs).

During the years ended December 31, 2023 and 2022, we recorded unrealized gains (losses) of $ 8,126 and $ 25,660 , respectively, which are included in gains and losses on equity securities, net in our consolidated statements of operations, to adjust the carrying value of our former investment in AlerisLife common shares to their fair value.

See Notes 6 and 8 for further information about our investment in AlerisLife.

(2) The 10 % equity interest we own in the Seaport JV is included in investments in unconsolidated joint ventures in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs).

The significant unobservable inputs used in the fair value analysis are a discount rate of 7.00 %, an exit capitalization rate of 6.00 %, a holding period of approximately 10 years and market rents.

The significant unobservable inputs used in the fair value analysis are a discount rate of 8.00 %, an exit

capitalization rate of 6.00 %, a holding period of 10 years and market rents.

The assumptions made in the fair value analysis are based on the location, type and nature of the property, and current and anticipated market conditions, which are derived from appraisers.

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(3) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs).

The significant unobservable inputs used in the fair value analysis are discount rates of between 6.00 % and 7.50 %, exit capitalization rates of between 4.50 % and 6.50 %, holding periods of approximately 10 years and market rents.

The significant unobservable inputs used in the fair value analysis are discount rates of between 6.25 % and 8.00 %, exit capitalization rates of between 4.75 % and 7.00 %, holding periods of 10 years and market rents.

The assumptions we made in the fair value analysis are based on the location, type and nature of each property, and current and anticipated market conditions, which are derived from appraisers.

See Note 3 for further information regarding this joint venture.

In addition to the assets described in the table above, our financial instruments at December 31, 2022 and December 31, 2021 included cash and cash equivalents, restricted cash, certain other assets, our credit facility, senior unsecured notes, secured debt and finance leases and certain other unsecured obligations and liabilities.

In addition to the assets described in the table above, our financial instruments at December 31, 2023 and December 31, 2022 included cash and cash equivalents, restricted cash, certain other assets, our former credit facility, senior unsecured notes, secured debt and finance leases and certain other unsecured obligations and liabilities.

The fair values of these financial instruments approximated their carrying values in our consolidated financial statements as of such dates, except as follows:

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497,454 490,750 495,710 478,985

Senior secured notes, zero coupon rate, due 2026

731,211 771,981 — —

Senior unsecured notes, 4.750 % coupon rate, due 2028

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We recorded the assumed mortgage notes at estimated fair value on the date of acquisition and we are amortizing the fair value adjustments, if any, to interest expense over the respective terms of the mortgage notes to adjust interest expense to the estimated market interest rates as of the date of acquisition.

We estimated the fair value of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on Nasdaq (Level 1 input) as of December 31, 2022 and 2021.

We estimated the fair values of our four issuances of senior unsecured notes due 2024, 2025, 2028 and 2031 using an average of the bid and ask price on Nasdaq on or about December 31, 2022 and 2021 (Level 2 inputs as defined in the fair value hierarchy under GAAP).

We estimated the fair values of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on Nasdaq (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of December 31, 2023 and 2022.

We estimated the fair values of our four issuances of senior unsecured notes due 2024, 2025, 2028 and 2031 and our senior secured notes due 2026 using an average of the bid and ask price on Nasdaq on or about December 31, 2023 and 2022 (Level 2 inputs as defined in the fair value hierarchy under GAAP).

We estimated the fair values of our secured debts by using discounted cash flows analyses and currently prevailing market terms as of the measurement date (Level 3 inputs as defined in the fair value hierarchy under GAAP).

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In June 2022, we sold an additional 10 % equity interest from our then remaining 20 % equity interest in this joint venture to an existing joint venture investor and continue to account for this joint venture using the equity method of accounting under the fair value option.

The portion of the joint venture's net income and comprehensive income not attributable to us, or $ 5,411 and $ 5,146 for the years ended December 31, 2021 and 2020, respectively, is reported as a noncontrolling interest in our consolidated statements of comprehensive income (loss).

This joint venture made aggregate cash distributions to the other joint venture investor of $ 22,348 and $ 22,292 for the years ended December 31, 2021 and 2020, respectively, which are reflected as a decrease in total equity attributable to noncontrolling interest in our consolidated statements of shareholders' equity.

The portion of the joint venture's net income and comprehensive income not attributable to us, or $ 5,411 for the year ended December 31, 2021, is reported as a

noncontrolling interest in our consolidated statements of operations.

This joint venture made aggregate cash distributions to the other joint venture investor of $ 22,348 for the year ended December 31, 2021, which are reflected as a decrease in total equity attributable to noncontrolling interest in our consolidated statements of shareholders' equity.

Segment Reporting

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Office Portfolio and SHOP.

We aggregate each of these two reporting segments based on their similar operating and economic characteristics.

We aggregate the operating results of our properties in these two reporting segments based on their similar operating and economic characteristics.

Our Office Portfolio segment consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties leased to biotech laboratories and other similar tenants.

Our SHOP segment consists of managed senior living communities that provide short term and long term residential living and, in some instances, care and other services for residents where we pay fees to managers to operate the communities.

We also report “non-segment” operations, consisting of triple net leased senior living communities and wellness centers that are leased to third party operators from which we receive rents, which we do not consider to be sufficiently material to constitute a separate reporting segment, and any other income or expenses that are not attributable to a specific reporting segment.

We also report “non-segment” operations, which consists of triple net leased senior living communities and wellness centers that are leased to third party operators from which we receive rents, which we do not consider to be sufficiently material to constitute a separate reporting segment, and any other income or expenses that are not attributable to a specific reporting segment.

For the Year Ended December 31, 2023

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Acquisition and certain other transaction related costs — — 10,853 10,853

Impairment of assets 14,034 4,346 — 18,380

Total expenses 210,203 1,255,363 48,032 1,513,598

Gain on sale of properties 321,040 822 — 321,862

Losses on equity securities, net — — ( 25,660 ) ( 25,660 )

(Loss) gain on sale of properties ( 1,600 ) 2,805 — 1,205

Gains on equity securities, net — — 8,126 8,126

Interest and other income — 1,581 13,955 15,536

Interest expense ( 449 ) ( 551 ) ( 190,775 ) ( 191,775 )

Gain (loss) on modification or early extinguishment of debt 16 — ( 30,059 ) ( 30,043 )

Income (loss) from continuing operations before income tax expense and equity in net earnings of investees 372,227 ( 139,589 ) ( 253,757 ) ( 21,119 )

Loss on modification or early extinguishment of debt — — ( 2,468 ) ( 2,468 )

Income (loss) from continuing operations before income tax expense and equity in net losses of investees

8,278 ( 99,620 ) ( 181,324 ) ( 272,666 )

Income tax expense — — ( 445 ) ( 445 )

Equity in net earnings of investees 6,055 — — 6,055

Net income (loss) $ 378,282 $ ( 139,589 ) $ ( 254,467 ) $ ( 15,774 )

Equity in net losses of investees ( 20,461 ) — — ( 20,461 )

Net loss $ ( 12,183 ) $ ( 99,620 ) $ ( 181,769 ) $ ( 293,572 )

As of December 31, 2023

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Acquisition and certain other transaction related costs — — 2,605 2,605

Impairment of assets — ( 174 ) — ( 174 )

Total expenses 170,306 1,166,030 41,054 1,377,390

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Interest expense ( 913 ) ( 1,534 ) ( 206,936 ) ( 209,383 )

Loss on modification or early extinguishment of debt — — ( 2,410 ) ( 2,410 )

Income (loss) from continuing operations before income tax expense 581,247 ( 104,081 ) ( 295,810 ) 181,356

Gain (loss) on modification or early extinguishment of debt 16 — ( 30,059 ) ( 30,043 )

Income (loss) from continuing operations before income tax expense and equity in net earnings of investees

372,227 ( 139,589 ) ( 253,757 ) ( 21,119 )

Income tax expense — — ( 710 ) ( 710 )

Equity in net earnings of investees 6,055 — — 6,055

Net income (loss) $ 378,282 $ ( 139,589 ) $ ( 254,467 ) $ ( 15,774 )

Net income attributable to noncontrolling interest ( 5,411 ) — — ( 5,411 )

Net income (loss) attributable to common shareholders $ 575,836 $ ( 104,081 ) $ ( 297,240 ) $ 174,515

As of December 31, 2022

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Total expenses 254,945 1,096,369 63,048 1,414,362

Gain (loss) on sale of properties 2,597 ( 627 ) 4,517 6,487

Gains on equity securities, net — — 34,106 34,106

Gain on sale of properties 492,072 200 — 492,272

Losses on equity securities, net — — ( 42,232 ) ( 42,232 )

Interest and other income — 19,554 1,081 20,635

Interest expense ( 23,477 ) ( 2,089 ) ( 230,193 ) ( 255,759 )

Gain on lease termination — — 22,896 22,896

Loss on modification or early extinguishment of debt — — ( 2,410 ) ( 2,410 )

Income (loss) from continuing operations before income tax expense 93,738 ( 114,693 ) ( 112,102 ) ( 133,057 )

Income (loss) before income tax expense 581,247 ( 104,081 ) ( 295,810 ) 181,356

Income tax expense — — ( 1,430 ) ( 1,430 )

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thus we have provided a 100 % valuation allowance as of December 31, 2023 and 2022.

If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statements of comprehensive income (loss).

As of December 31, 2023, our consolidated TRSs had net operating loss carry forwards for federal income tax purposes of approximately $ 316,314 , which do not expire.

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Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.

For purposes of calculating diluted earnings per share, we did not include 927 of unvested share awards for the year ended December 31, 2022 because to do so would have been antidilutive.

DIVERSIFIED HEALTHCARE TRUST

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2444 West Las Palmaritas Drive Phoenix AZ — 3,820 6,669 3,459 — ( 170 ) 3,831 9,947 13,778 4,299 12/22/2010 1982

4121 East Cotton Center Phoenix AZ — 5,166 12,724 890 — — 5,205 13,575 18,780 2,646 1/29/2015 2000

3850 North US Hwy 89 (5)

Prescott AZ 14,732 2,017 17,513 9,236 — — 2,017 26,749 28,766 4,121 2/1/2018 1986

4121 East Cotton Center (5)

Phoenix AZ — 5,166 12,724 4,091 — — 5,205 16,776 21,981 3,034 1/29/2015 2000

3850 North US Hwy 89 Prescott AZ — 2,017 17,513 9,599 — ( 221 ) 2,017 26,891 28,908 5,347 2/1/2018 1986

6001 East Thomas Road Scottsdale AZ — 941 8,807 6,602 — ( 971 ) 946 14,433 15,379 8,477 9/1/2012 1990

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17225 North Boswell Boulevard Sun City AZ — 1,189 10,569 5,225 — ( 836 ) 1,189 14,958 16,147 8,750 9/1/2012 1990

Meeker Boulevard Sun City West AZ — 395 3,307 — — ( 192 ) 395 3,115 3,510 1,547 2/28/2003 1998

Meeker Boulevard (5)

Sun City West AZ — 395 3,307 — — ( 192 ) 395 3,115 3,510 1,625 2/28/2003 1998

1415 West 3rd Street Tempe AZ — 2,186 13,446 4,334 — — 4,896 15,070 19,966 3,195 1/29/2015 1981

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710 North Euclid Anaheim CA — 2,850 6,964 2,586 ( 1,350 ) ( 2,405 ) 2,518 6,127 8,645 1,179 7/9/2008 1992

5000 Marina Boulevard Brisbane CA — 7,957 13,430 745 — — 7,957 14,175 22,132 1,958 11/14/2017 2000

5770 Armada Drive Carlsbad CA — 3,875 18,543 — — — 3,875 18,543 22,418 3,670 1/29/2015 1997

5000 Marina Boulevard (5)

Brisbane CA — 7,957 13,430 752 — — 7,965 14,174 22,139 2,370 11/14/2017 2000

5770 Armada Drive (5)

Carlsbad CA — 3,875 18,543 100 — — 3,875 18,643 22,518 4,134 1/29/2015 1997

1350 South El Camino Real Encinitas CA — 1,510 18,042 4,126 — ( 53 ) 1,517 22,108 23,625 7,956 3/31/2008 1999

47071 Bayside Parkway Fremont CA — 15,774 45,249 9,648 — — 15,774 54,897 70,671 2,317 7/27/2022 1991

47201 Lakeview Boulevard Fremont CA — 3,200 10,177 57 — — 3,200 10,234 13,434 2,884 9/30/2011 1990

47211/47215 Lakeview Boulevard Fremont CA — 3,750 12,656 3,732 — — 3,750 16,388 20,138 4,078 9/30/2011 1985

577 South Peach Street Fresno CA — 738 2,577 4,175 — ( 211 ) 738 6,541 7,279 3,021 12/28/1990 1963

47201 Lakeview Boulevard (5)

Fremont CA — 3,200 10,177 805 — — 3,226 10,956 14,182 3,152 9/30/2011 1990

47211/47215 Lakeview Boulevard (5)

Fremont CA — 3,750 12,656 3,891 — — 3,782 16,515 20,297 4,894 9/30/2011 1985

577 South Peach Street (5)

Fresno CA — 738 2,577 4,175 — ( 211 ) 738 6,541 7,279 3,285 12/28/1990 1963

6075 North Marks Avenue Fresno CA — 880 12,751 2,014 — — 889 14,756 15,645 5,646 3/31/2008 1996

18 unchanged sentences

16925 & 16916 Hierba Drive San Diego CA — 9,142 53,904 32,832 — ( 7,115 ) 9,180 79,583 88,763 35,169 1/11/2002 1987

3030 Science Park San Diego CA — 2,466 46,473 41,006 — — 2,466 87,479 89,945 17,120 8/6/2009 1986

3040 Science Park San Diego CA — 1,225 23,077 24,749 — — 1,225 47,826 49,051 9,225 8/6/2009 1986

3050 Science Park San Diego CA — 1,508 28,753 35,093 — — 1,508 63,846 65,354 11,505 8/6/2009 1986

3030 Science Park (5)

San Diego CA — 2,466 46,473 45,393 — ( 15,755 ) 2,466 76,111 78,577 19,158 8/6/2009 1986

3040 Science Park (5)

San Diego CA — 1,225 23,077 24,823 — — 1,225 47,900 49,125 11,020 8/6/2009 1986

3050 Science Park (5)

San Diego CA — 1,508 28,753 36,057 — — 1,535 64,783 66,318 14,535 8/6/2009 1986

3530 Deer Park Drive Stockton CA — 670 14,419 3,345 — — 682 17,752 18,434 6,511 3/31/2008 1999

877 East March Lane Stockton CA — 1,176 11,171 8,427 — ( 2,159 ) 1,411 17,204 18,615 7,777 9/30/2003 1988

28515 Westinghouse Place Valencia CA — 4,669 41,440 22 — — 4,689 41,442 46,131 8,207 1/29/2015 2008

28515 Westinghouse Place (5)

Valencia CA — 4,669 41,440 1,536 — — 4,689 42,956 47,645 9,270 1/29/2015 2008

1866 San Miguel Drive Walnut Creek CA — 2,010 9,290 6,937 — ( 1,421 ) 3,417 13,399 16,816 3,956 12/1/2011 1996

8 unchanged sentences

5555 South Elati Street Littleton CO — 185 5,043 7,019 — ( 1,409 ) 191 10,647 10,838 5,763 12/28/1990 1965

8271 South Continental Divide Road Littleton CO — 400 3,507 — — ( 202 ) 400 3,305 3,705 1,642 2/28/2003 1998

9005 Grant Street Thornton CO — 961 10,867 1,179 — — 1,269 11,738 13,007 3,023 12/28/2012 2001

38th Avenue Wheat Ridge CO — 470 3,373 86 — — 475 3,454 3,929 1,086 4/1/2010 2004

40 Sebethe Drive Cromwell CT — 570 5,304 1,826 — ( 424 ) 608 6,668 7,276 2,013 12/22/2010 1998

8271 South Continental Divide Road (5)

Littleton CO — 400 3,507 — — ( 202 ) 400 3,305 3,705 1,724 2/28/2003 1998

9005 Grant Street (5)

Thornton CO — 961 10,867 1,203 — — 1,269 11,762 13,031 3,408 12/28/2012 2001

38th Avenue (5)

Wheat Ridge CO — 470 3,373 86 — — 475 3,454 3,929 1,178 4/1/2010 2004

40 Sebethe Drive (5)

Cromwell CT — 570 5,304 2,071 — ( 424 ) 798 6,723 7,521 2,278 12/22/2010 1998

1145 19th Street NW Washington DC — 13,600 24,880 37,553 — ( 1,580 ) 13,600 60,853 74,453 17,007 5/20/2009 1976

35 unchanged sentences

8901 Tamiami Trail East Naples FL — 3,200 2,898 16,214 — ( 837 ) 3,200 18,275 21,475 7,084 8/31/2006 1984

12780 Waterford Lakes Parkway Orlando FL — 977 3,946 701 — — 1,052 4,572 5,624 1,027 12/18/2013 2002

12780 Waterford Lakes Parkway (5)

Orlando FL — 977 3,946 820 — — 1,052 4,691 5,743 1,218 12/18/2013 2002

Hiawassee Road Orlando FL — 488 2,621 434 — ( 81 ) 488 2,974 3,462 794 12/18/2013 2003

Mills Avenue Orlando FL — 519 1,799 435 — ( 117 ) 580 2,056 2,636 711 12/22/2008 1997

Mills Avenue Orlando FL — 1,946 7,197 1,072 — ( 538 ) 2,042 7,635 9,677 2,582 12/22/2008 1997

Mills Avenue Orlando FL — 135 532 307 — ( 107 ) 199 668 867 217 12/22/2008 1997

Alafaya Trail Orlando FL — 967 4,362 386 — — 967 4,748 5,715 1,139 12/18/2013 1999

Mills Avenue (5)

Orlando FL — 519 1,799 670 — ( 117 ) 580 2,291 2,871 768 12/22/2008 1997

Mills Avenue (5)

Orlando FL — 1,946 7,197 2,903 — ( 538 ) 2,042 9,466 11,508 2,779 12/22/2008 1997

Mills Avenue (5)

Orlando FL — 135 532 307 — ( 107 ) 199 668 867 239 12/22/2008 1997

Alafaya Trail (5)

Orlando FL — 967 4,362 477 — — 967 4,839 5,806 1,291 12/18/2013 1999

45 Katherine Boulevard Palm Harbor FL — 3,379 29,945 12,316 — ( 2,428 ) 3,392 39,820 43,212 26,071 10/1/2012 1992

12 unchanged sentences

2347 Cedarcrest Road Acworth GA — 1,674 — 88 — — 1,674 88 1,762 — 5/1/2016 2008

2351 Cedarcrest Road Acworth GA — 326 6,674 832 — ( 511 ) 327 6,994 7,321 1,409 5/1/2016 2014

1200 Bluegrass Lakes Parkway Alpharetta GA — 1,689 15,936 201 — — 1,761 16,065 17,826 3,594 1/29/2015 2001

855 North Point Pkwy Alpharetta GA — 5,390 26,712 — — — 5,390 26,712 32,102 9,598 8/21/2008 2006

855 North Point Pkwy (5)

Alpharetta GA — 5,390 26,712 — — — 5,390 26,712 32,102 10,266 8/21/2008 2006

Main Street Alpharetta GA — 1,325 12,377 1,320 — ( 155 ) 1,221 13,646 14,867 3,448 5/1/2015 1997

1291 Cedar Shoals Drive Athens GA — 337 4,006 1,844 — ( 290 ) 368 5,529 5,897 2,433 11/19/2004 1998

1515 Sheridan Road Atlanta GA — 5,800 9,305 8 — — 5,800 9,313 15,113 3,518 11/30/2007 1978

1515 Sheridan Road (5)

Atlanta GA — 5,800 9,305 3,225 — — 5,800 12,530 18,330 3,751 11/30/2007 1978

240 Marietta Highway Canton GA — 806 8,555 3,445 — ( 378 ) 806 11,622 12,428 3,237 10/1/2013 1997

4500 South Stadium Drive Columbus GA — 294 3,505 1,161 — ( 225 ) 298 4,437 4,735 1,910 11/19/2004 1999

1352 Wellbrook Circle Conyers GA — 342 4,068 1,922 ( 1,366 ) ( 2,032 ) 206 2,728 2,934 241 11/19/2004 1997

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

1352 Wellbrook Circle Conyers GA — 342 4,068 1,994 ( 1,366 ) ( 2,032 ) 206 2,800 3,006 416 11/19/2004 1997

1501 Milstead Road Conyers GA — 750 7,796 1,204 — ( 116 ) 777 8,857 9,634 2,999 9/30/2010 2008

5 unchanged sentences

101 West Ponce De Leon Avenue Decatur GA — 3,500 13,179 12,007 — — 3,500 25,186 28,686 4,346 5/30/2012 1992

2801 North Decatur Road Decatur GA — 3,100 4,436 2,845 — — 3,260 7,121 10,381 2,543 7/9/2008 1986

2801 North Decatur Road (5)

Decatur GA — 3,100 4,436 3,084 — ( 519 ) 3,260 6,841 10,101 2,430 7/9/2008 1986

114 Penland Street Ellijay GA — 496 7,107 1,625 — ( 157 ) 496 8,575 9,071 2,419 10/1/2013 2008

6 unchanged sentences

6191 Peake Road Macon GA — 183 2,179 1,540 ( 848 ) ( 1,142 ) 110 1,802 1,912 270 11/19/2004 1998

1360 Upper Hembree Road Roswell GA — 1,080 6,138 780 — — 1,095 6,903 7,998 1,820 5/7/2012 2007

1360 Upper Hembree Road (5)

Roswell GA — 1,080 6,138 843 — — 1,095 6,966 8,061 2,091 5/7/2012 2007

1 Savannah Square Drive Savannah GA — 1,200 19,090 10,362 ( 6,993 ) ( 8,926 ) 835 13,898 14,733 2,166 10/1/2006 1987

4 unchanged sentences

1300 Montreal Road Tucker GA — 690 6,210 2,366 — ( 469 ) 694 8,103 8,797 3,431 6/3/2005 1997

1100 Ward Avenue Honolulu HI — 11,200 55,618 8,642 — ( 187 ) 11,247 64,026 75,273 17,286 6/18/2012 1961

1100 Ward Avenue (5)

Honolulu HI — 11,200 55,618 9,811 — ( 304 ) 11,247 65,078 76,325 19,381 6/18/2012 1961

2340 West Seltice Way Coeur d'Alene ID — 910 7,170 3,687 — ( 214 ) 1,052 10,501 11,553 3,454 7/31/2012 1993

2 unchanged sentences

1450 Busch Parkway Buffalo Grove IL — 3,800 11,456 1,173 — ( 122 ) 3,837 12,470 16,307 4,159 9/16/2010 2009

2601 Patriot Boulevard Glenview IL — 2,285 9,593 — — — 2,285 9,593 11,878 1,899 1/29/2015 2005

2601 Patriot Boulevard (5)

Glenview IL — 2,285 9,593 — — — 2,285 9,593 11,878 2,139 1/29/2015 2005

1373 D'Adrian Professional Park Godfrey IL — 281 15,088 1,986 — ( 210 ) 281 16,864 17,145 3,988 5/1/2015 2010

1 unchanged sentence

221 11th Avenue Moline IL — 161 7,244 1,759 — ( 54 ) 161 8,949 9,110 2,290 5/1/2015 2008

2700 14th Street Pekin IL — 171 11,475 631 — ( 226 ) 172 11,879 12,051 2,609 5/1/2015 2009

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

2700 14th Street Pekin IL — 171 11,475 747 — ( 280 ) 172 11,941 12,113 2,956 5/1/2015 2009

7130 Crimson Ridge Drive Rockford IL — 200 7,300 3,135 — ( 389 ) 1,596 8,650 10,246 2,624 5/1/2011 1999

1220 Lakeview Drive Romeoville IL — 1,120 19,582 ( 61 ) — — 1,058 19,583 20,641 7,036 8/21/2008 2005

1220 Lakeview Drive (5)

Romeoville IL — 1,120 19,582 ( 61 ) — — 1,058 19,583 20,641 7,526 8/21/2008 2005

1201 Hartman Lane Shiloh IL — 743 7,232 2,369 — ( 620 ) 1,237 8,487 9,724 1,669 12/8/2016 2003

3 unchanged sentences

100 Grand Victorian Place Washington IL — 241 12,046 542 — ( 57 ) 241 12,531 12,772 3,113 5/1/2015 2009

1615 Lakeside Drive Waukegan IL — 2,700 9,590 3,195 — ( 944 ) 3,515 11,026 14,541 3,360 9/30/2011 1990

1675 Lakeside Drive Waukegan IL — 2,420 9,382 2,629 — ( 957 ) 2,906 10,568 13,474 3,145 9/30/2011 1998

1615 Lakeside Drive (5)

Waukegan IL — 2,700 9,590 4,262 — ( 944 ) 3,515 12,093 15,608 3,760 9/30/2011 1990

1675 Lakeside Drive (5)

Waukegan IL — 2,420 9,382 3,568 — ( 957 ) 2,906 11,507 14,413 3,510 9/30/2011 1998

406 Smith Drive Auburn IN — 380 8,246 874 — ( 253 ) 524 8,723 9,247 3,328 9/1/2008 1999

1 unchanged sentence

2455 Tamarack Trail Bloomington IN — 5,400 25,129 34,518 — ( 621 ) 6,339 58,087 64,426 17,846 11/1/2008 1983

2460 Glebe Street Carmel IN — 2,108 57,741 1,277 — ( 95 ) 2,133 58,898 61,031 12,563 5/1/2015 2008

701 East County Line Road Greenwood IN — 1,830 14,303 1,354 — ( 305 ) 1,877 15,305 17,182 4,344 12/1/2011 2007

2460 Glebe Street (5)

Carmel IN — 2,108 57,741 1,493 — ( 148 ) 2,133 59,061 61,194 14,252 5/1/2015 2008

701 East County Line Road (5)

Greenwood IN — 1,830 14,303 1,410 — ( 305 ) 1,877 15,361 17,238 4,793 12/1/2011 2007

8505 Woodfield Crossing Boulevard Indianapolis IN — 2,785 16,396 9,462 — ( 2,183 ) 2,838 23,622 26,460 11,528 1/11/2002 1986

4 unchanged sentences

1473 East McKay Road Shelbyville IN — 190 5,328 1,550 — ( 236 ) 190 6,642 6,832 2,313 9/1/2008 1999

17441 State Road 23 South Bend IN — 400 3,107 ( 38 ) — ( 182 ) 363 2,924 3,287 1,453 2/28/2003 1998

17441 State Road 23 (5)

South Bend IN — 400 3,107 ( 38 ) — ( 182 ) 363 2,924 3,287 1,526 2/28/2003 1998

222 South 25th Street Terra Haute IN — 300 13,115 1,527 — ( 492 ) 300 14,150 14,450 5,295 9/1/2008 2005

1 unchanged sentence

1501 Inverness Drive Lawrence KS — 1,600 18,565 5,131 — ( 1,232 ) 1,758 22,306 24,064 7,896 10/1/2009 1988

5799 Broadmoor Street Mission KS — 1,522 7,246 2,085 — — 1,530 9,323 10,853 1,857 1/17/2017 1986

5799 Broadmoor Street (5)

Mission KS — 1,522 7,246 2,846 — — 1,530 10,084 11,614 2,271 1/17/2017 1986

3501 West 95th Street Overland Park KS — 2,568 15,140 12,521 — ( 2,232 ) 2,580 25,417 27,997 10,978 1/11/2002 1989

6 unchanged sentences

Lexington KY 3,144 — 10,848 18,298 — ( 1,441 ) 42 27,663 27,705 13,260 1/11/2002 1985

700 Mason Headley Road (6)

Lexington KY 1,039 — 6,394 10,029 — ( 951 ) 52 15,420 15,472 6,928 1/11/2002 1980

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

700 Mason Headley Road (6)

Lexington KY 767 — 6,394 10,364 — ( 1,061 ) 52 15,645 15,697 7,377 1/11/2002 1980

200 Brookside Drive Louisville KY — 3,524 20,779 13,048 — ( 3,357 ) 3,549 30,445 33,994 14,828 1/11/2002 1984

2 unchanged sentences

100 Neighborly Way Somerset KY — 200 4,919 1,315 — — 200 6,234 6,434 2,558 11/6/2006 2000

1295 Boylston Street Boston MA — 7,600 18,140 3,166 — — 7,625 21,281 28,906 6,764 1/26/2011 1930

1295 Boylston Street (5)

Boston MA — 7,600 18,140 3,166 — ( 109 ) 7,625 21,172 28,797 7,366 1/26/2011 1930

549 Albany Street Boston MA — 4,576 45,029 — — — 4,569 45,036 49,605 11,638 8/22/2013 1895

4 Maguire Road Lexington MA — 3,600 15,555 34,794 ( 7,255 ) ( 1,003 ) 3,884 41,807 45,691 6,595 12/22/2008 1994

100 Hampshire Street Mansfield MA — 2,090 8,215 1,995 — — 2,486 9,814 12,300 3,002 12/22/2010 1975

15 Hampshire Street Mansfield MA — 1,360 7,326 507 — — 1,748 7,445 9,193 2,428 12/22/2010 1988

5 Hampshire Street Mansfield MA — 1,190 5,737 2,729 — ( 143 ) 1,465 8,048 9,513 2,434 12/22/2010 1988

100 Hampshire Street (5)

Mansfield MA — 2,090 8,215 4,079 — — 2,486 11,898 14,384 3,339 12/22/2010 1975

15 Hampshire Street (5)

Mansfield MA — 1,360 7,326 992 — — 1,748 7,930 9,678 2,676 12/22/2010 1988

5 Hampshire Street (5)

Mansfield MA — 1,190 5,737 2,962 — ( 143 ) 1,477 8,269 9,746 2,949 12/22/2010 1988

299 Cambridge Street Winchester MA — 3,218 18,988 15,791 — ( 2,473 ) 3,218 32,306 35,524 14,557 1/11/2002 1991

2717 Riva Road Annapolis MD — 1,290 12,373 3,828 — ( 150 ) 1,290 16,051 17,341 5,381 3/31/2008 2001

658 Boulton Street Bel Air MD — 4,750 16,504 2 — — 4,750 16,506 21,256 6,239 11/30/2007 1980

658 Boulton Street (5)

Bel Air MD — 4,750 16,504 2 — — 4,750 16,506 21,256 6,651 11/30/2007 1980

7600 Laurel Bowie Road Bowie MD — 408 3,421 2,730 — ( 464 ) 408 5,687 6,095 2,250 10/25/2002 2000

7 unchanged sentences

4000 Old Court Road Pikesville MD — 2,000 4,974 1,190 — ( 82 ) 2,125 5,957 8,082 2,374 12/22/2008 1987

12725 Twinbrook Parkway Rockville MD — 6,138 6,526 1,047 — ( 148 ) 6,218 7,345 13,563 1,386 7/12/2017 1968

715 Benfield Road Severna Park MD — 229 9,798 3,261 — ( 1,258 ) 246 11,784 12,030 5,820 10/25/2002 1998

14400 Homecrest Road Silver Spring MD — 1,200 9,288 10,440 — ( 1,568 ) 1,207 18,153 19,360 7,829 10/25/2002 1996

801 Roeder Road Silver Spring MD — 1,900 12,858 2,133 — ( 326 ) 1,900 14,665 16,565 3,984 6/27/2012 1976

Pine Road Hampton MI — 300 2,406 — — ( 142 ) 300 2,264 2,564 1,124 2/28/2003 1998

4004 & 4012 Waldo Road Midland MI — 400 2,606 — — ( 162 ) 400 2,444 2,844 1,214 2/28/2003 1998

1605 & 1615 Fredericks Drive Monroe MI — 300 2,506 — — ( 152 ) 300 2,354 2,654 1,169 2/28/2003 1998

3150 & 3100 Old Centre Road Portage MI — 300 2,206 — — ( 133 ) 300 2,073 2,373 1,030 2/28/2003 1998

2445 & 2485 Mc Carty Road Saginaw MI — 600 5,212 — — ( 305 ) 600 4,907 5,507 2,438 2/28/2003 1998

11855 Ulysses Street NE Blaine MN — 2,774 9,276 1,088 — — 2,781 10,357 13,138 2,600 12/21/2012 2007

Pine Road (5)

Hampton MI — 300 2,406 — — ( 142 ) 300 2,264 2,564 1,181 2/28/2003 1998

4004 & 4012 Waldo Road (5)

Midland MI — 400 2,606 — — ( 162 ) 400 2,444 2,844 1,275 2/28/2003 1998

1605 & 1615 Fredericks Drive (5)

Monroe MI — 300 2,506 — — ( 152 ) 300 2,354 2,654 1,228 2/28/2003 1998

3150 & 3100 Old Centre Road (5)

Portage MI — 300 2,206 — — ( 133 ) 300 2,073 2,373 1,082 2/28/2003 1998

2445 & 2485 Mc Carty Road (5)

Saginaw MI — 600 5,212 — — ( 305 ) 600 4,907 5,507 2,560 2/28/2003 1998

11855 Ulysses Street NE (5)

Blaine MN — 2,774 9,276 2,274 — ( 190 ) 2,781 11,353 14,134 2,773 12/21/2012 2007

1305 Corporate Center Drive Eagan MN — 2,300 13,105 12,996 — ( 72 ) 2,735 25,594 28,329 7,613 12/22/2010 1986

8301 Golden Valley Road (5)

Golden Valley MN — 1,256 4,680 1,202 — — 1,288 5,850 7,138 1,145 2/10/2016 1998

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

8301 Golden Valley Road Golden Valley MN — 1,256 4,680 777 — — 1,280 5,433 6,713 965 2/10/2016 1998

8401 Golden Valley Road Golden Valley MN — 1,510 5,742 2,813 — — 1,534 8,531 10,065 1,747 2/10/2016 1998

8501 Golden Valley Road Golden Valley MN — 1,263 4,288 2,348 — — 1,287 6,612 7,899 1,040 2/10/2016 1998

1201 Northland Drive Mendota Heights MN — 1,220 10,208 1,265 — — 1,476 11,217 12,693 3,910 1/25/2011 1989

12700 Whitewater Drive Minnetonka MN — 5,453 8,108 8,415 — — 5,453 16,523 21,976 3,792 10/2/2017 1998

8401 Golden Valley Road (5)

Golden Valley MN — 1,510 5,742 3,672 — — 1,543 9,381 10,924 2,167 2/10/2016 1998

8501 Golden Valley Road (5)

Golden Valley MN — 1,263 4,288 2,356 — — 1,295 6,612 7,907 1,394 2/10/2016 1998

1201 Northland Drive (5)

Mendota Heights MN — 1,220 10,208 1,294 — ( 771 ) 1,496 10,455 11,951 3,484 1/25/2011 1989

12700 Whitewater Drive (5)

Minnetonka MN — 5,453 8,108 8,415 — — 5,453 16,523 21,976 4,776 10/2/2017 1998

20600 South Diamond Lake Road Rogers MN — 2,760 45,789 4,465 ( 20,359 ) ( 15,686 ) 1,195 15,774 16,969 4,455 3/1/2008 1999

2200 County Road C West Roseville MN — 590 702 664 — ( 82 ) 792 1,082 1,874 369 9/30/2011 1991

2200 County Road C West (5)

Roseville MN — 590 702 731 — ( 82 ) 792 1,149 1,941 436 9/30/2011 1991

4166 Lexington Avenue N Shoreview MN — 1,300 4,547 1,285 — — 1,508 5,624 7,132 1,863 5/20/2011 1988

1365 Crestridge Lane West St.

1365 Crestridge Lane (5)

Paul MN — 400 2,506 — — ( 292 ) 400 2,214 2,614 1,155 2/28/2003 1998

305 & 315 Thompson Avenue West St.

305 & 315 Thompson Avenue (5)

Paul MN — 400 3,608 99 — ( 402 ) 400 3,305 3,705 1,724 2/28/2003 1998

10 unchanged sentences

1050 Crescent Green Drive Cary NC — 713 4,628 4,438 — ( 1,123 ) 713 7,943 8,656 3,536 10/25/2002 1999

2220 & 2230 Farmington Drive Chapel Hill NC — 800 6,414 — — ( 375 ) 800 6,039 6,839 3,000 2/28/2003 1996

2220 & 2230 Farmington Drive (5)

Chapel Hill NC — 800 6,414 — — ( 375 ) 800 6,039 6,839 3,151 2/28/2003 1996

2101 Runnymede Lane Charlotte NC — 2,475 11,451 3,345 — ( 1,122 ) 2,458 13,691 16,149 4,121 6/20/2011 1999

2 unchanged sentences

1002 Highway 54 Durham NC — 595 5,200 1,853 — ( 212 ) 595 6,841 7,436 1,923 6/20/2011 1988

4505 Emperor Boulevard Durham NC — 1,285 16,932 1,325 — — 1,340 18,202 19,542 2,527 10/11/2017 2001

4505 Emperor Boulevard (5)

Durham NC — 1,285 16,932 1,672 — — 1,474 18,415 19,889 3,151 10/11/2017 2001

5213 South Alston Avenue Durham NC — 1,093 31,377 559 — — 1,093 31,936 33,029 7,103 1/29/2015 2010

5 unchanged sentences

801 Dixie Trail Raleigh NC — 3,233 17,788 2,558 — ( 1,114 ) 3,236 19,229 22,465 3,867 6/29/2016 1992

2744 South 17th Street Wilmington NC — 1,134 14,771 2,301 — ( 1,290 ) 1,139 15,777 16,916 3,494 4/18/2016 1998

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

2744 South 17th Street Wilmington NC — 1,134 14,771 2,173 — ( 1,059 ) 1,139 15,880 17,019 3,162 4/18/2016 1998

1730 Parkwood Boulevard West Wilson NC — 610 14,787 2,763 — ( 465 ) 610 17,085 17,695 5,225 6/20/2011 2004/2006

17007 Elm Plaza Omaha NE — 4,680 22,022 — — — 4,680 22,022 26,702 7,913 8/21/2008 2007

17007 Elm Plaza (5)

Omaha NE — 4,680 22,022 — — — 4,680 22,022 26,702 8,464 8/21/2008 2007

3030 South 80th Street Omaha NE — 650 5,850 2,580 — ( 419 ) 650 8,011 8,661 3,349 6/3/2005 1992

5 unchanged sentences

10500 Academy Road NE Albuquerque NM — 3,828 22,572 10,440 — ( 2,603 ) 3,828 30,409 34,237 14,804 1/11/2002 1986

4100 Prospect Avenue NE Albuquerque NM — 540 10,105 8 — — 540 10,113 10,653 3,844 10/30/2007 1977

4300 Landau Street NE Albuquerque NM — 1,060 9,875 8 — — 1,060 9,883 10,943 3,756 10/30/2007 1973

4411 The 25 Way Albuquerque NM — 3,480 25,245 5,361 — ( 1,980 ) 4,103 28,003 32,106 8,487 12/22/2010 1970

4420 The 25 Way Albuquerque NM — 1,430 2,609 1,410 — ( 152 ) 1,614 3,683 5,297 983 12/22/2010 1970

9190 Coors Boulevard NW Albuquerque NM — 1,660 9,173 8 — — 1,660 9,181 10,841 3,489 10/30/2007 1983

4100 Prospect Avenue NE (5)

Albuquerque NM — 540 10,105 8 — — 540 10,113 10,653 4,096 10/30/2007 1977

4300 Landau Street NE (5)

Albuquerque NM — 1,060 9,875 8 — — 1,060 9,883 10,943 4,003 10/30/2007 1973

4411 The 25 Way (5)

Albuquerque NM — 3,480 25,245 6,864 — ( 1,980 ) 4,103 29,506 33,609 9,384 12/22/2010 1970

4420 The 25 Way (5)

Albuquerque NM — 1,430 2,609 1,519 — ( 152 ) 1,711 3,695 5,406 1,166 12/22/2010 1970

9190 Coors Boulevard NW (5)

Albuquerque NM — 1,660 9,173 8 — — 1,660 9,181 10,841 3,719 10/30/2007 1983

2200 East Long Street Carson City NV — 622 17,900 1,517 — ( 213 ) 622 19,204 19,826 4,753 5/1/2015 2009

3201 Plumas Street Reno NV — 2,420 49,580 10,179 — ( 1,648 ) 2,420 58,111 60,531 17,188 12/15/2011 1989

4939 Brittonfield Parkway East Syracuse NY — 720 17,084 2,137 ( 2,826 ) ( 5,312 ) 1,004 10,799 11,803 1,228 9/30/2008 2001

5008 Brittonfield Parkway East Syracuse NY — 420 18,407 1,820 ( 3,144 ) ( 5,393 ) 586 11,524 12,110 1,166 7/9/2008 1999

4939 Brittonfield Parkway (5)

East Syracuse NY — 720 17,084 2,256 ( 2,826 ) ( 5,312 ) 1,004 10,918 11,922 1,782 9/30/2008 2001

5008 Brittonfield Parkway (5)

East Syracuse NY — 420 18,407 2,080 ( 3,144 ) ( 5,393 ) 586 11,784 12,370 1,651 7/9/2008 1999

200 Old County Road Mineola NY — 4,920 24,056 17,255 — ( 851 ) 4,920 40,460 45,380 12,814 9/30/2011 1971

1 unchanged sentence

4590 Knightsbridge Boulevard Columbus OH — 3,623 27,778 22,843 — ( 4,233 ) 3,732 46,279 50,011 20,394 1/11/2002 1989

3929 Hoover Road Grove City OH — 332 3,081 1,015 — — 332 4,096 4,428 2,673 6/4/1993 1965

7555 Innovation Way Mason OH — 1,025 12,883 — — — 1,025 12,883 13,908 2,012 10/6/2016 2015

3929 Hoover Road (5)

Grove City OH — 332 3,081 1,015 — — 332 4,096 4,428 2,786 6/4/1993 1965

7555 Innovation Way (5)

Mason OH — 1,025 12,883 — — — 1,025 12,883 13,908 2,334 10/6/2016 2015

Causey Avenue Portland OR — 3,303 77,428 4,813 ( 26,073 ) ( 9,815 ) 2,201 47,455 49,656 6,498 5/1/2015 1985 / 1991

1 unchanged sentence

950 Morgan Highway Clarks Summit PA — 1,001 8,233 2,355 — ( 277 ) 1,017 10,295 11,312 4,564 12/29/2003 2001

145 Broadlawn Drive Elizabeth PA — 696 6,304 672 ( 4,280 ) ( 3,017 ) 375 — 375 — 10/31/2005 1986

Pottstown Pike Exton PA — 1,001 8,233 3,748 — ( 395 ) 1,001 11,586 12,587 4,921 12/29/2003 2000

242 Baltimore Pike Glen Mills PA — 1,001 8,233 4,183 — ( 382 ) 1,001 12,034 13,035 4,564 12/29/2003 2001

20 Capital Drive Harrisburg PA — 397 9,333 15 — — 397 9,348 9,745 1,849 1/29/2015 2013

210 Mall Boulevard King of Prussia PA — 1,540 4,743 2,757 — — 1,952 7,088 9,040 2,547 8/8/2008 1970

20 Capital Drive (5)

Harrisburg PA — 397 9,333 15 — — 397 9,348 9,745 2,084 1/29/2015 2013

210 Mall Boulevard King of Prussia PA — 1,540 4,743 2,757 — — 1,952 7,088 9,040 2,843 8/8/2008 1970

5300 Old William Penn Highway Murrysville PA — 300 2,506 — — ( 272 ) 300 2,234 2,534 1,109 2/28/2003 1998

5300 Old William Penn Highway (5)

Murrysville PA — 300 2,506 — — ( 272 ) 300 2,234 2,534 1,165 2/28/2003 1998

800 Manor Drive New Britain (Chalfont) PA — 979 8,052 3,469 — ( 440 ) 981 11,079 12,060 4,814 12/29/2003 1998

7151 Saltsburg Road (5)

Penn Hills PA — 200 904 — — ( 103 ) 200 801 1,001 418 2/28/2003 1997

5750 Centre Avenue Pittsburgh PA — 3,000 11,828 5,879 — ( 354 ) 3,788 16,565 20,353 6,481 6/11/2008 1991

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

800 Manor Drive New Britain (Chalfont) PA — 979 8,052 2,614 — ( 440 ) 981 10,224 11,205 4,290 12/29/2003 1998

7151 Saltsburg Road Penn Hills PA — 200 904 — — ( 103 ) 200 801 1,001 398 2/28/2003 1997

5750 Centre Avenue Pittsburgh PA — 3,000 11,828 5,234 — ( 354 ) 3,788 15,920 19,708 5,758 6/11/2008 1991

730 Holiday Drive Pittsburgh PA — 2,480 6,395 6,123 — ( 1,445 ) 2,751 10,802 13,553 3,841 12/22/2010 1985

1400 Riggs Road South Park PA — 898 8,102 1,361 ( 5,192 ) ( 3,499 ) 1,670 — 1,670 — 10/31/2005 1995

700 Northampton Street Tiffany Court (Kingston) PA — — 5,682 2,764 — ( 499 ) — 7,947 7,947 3,536 12/29/2003 1997

6 unchanged sentences

320 Seven Farms Drive Charleston SC — 1,092 6,605 1,856 — ( 333 ) 1,092 8,128 9,220 2,595 5/29/2012 1998

251 Springtree Drive Columbia SC — 300 1,905 — — ( 112 ) 300 1,793 2,093 891 2/28/2003 1998

7909 Parklane Road Columbia SC — 1,580 4,520 2,358 — ( 314 ) 1,725 6,419 8,144 1,751 9/30/2011 1990

251 Springtree Drive (5)

Columbia SC — 300 1,905 — — ( 112 ) 300 1,793 2,093 935 2/28/2003 1998

355 Berkmans Lane Greenville SC — 700 7,240 2,139 ( 2,593 ) ( 2,456 ) 417 4,613 5,030 550 11/17/2009 2002

11 unchanged sentences

2306 Riverbank Drive Orangeburg SC — 303 3,607 1,530 — ( 358 ) 303 4,779 5,082 2,191 11/19/2004 1999

1920 Ebenezer Road Rock Hill SC — 300 1,705 — — ( 162 ) 300 1,543 1,843 766 2/28/2003 1998

1920 Ebenezer Road (5)

Rock Hill SC — 300 1,705 — — ( 162 ) 300 1,543 1,843 805 2/28/2003 1998

15855 Wells Highway Seneca SC — 396 4,714 1,629 — ( 417 ) 396 5,926 6,322 2,654 11/19/2004 2000

One Southern Court West Columbia SC — 520 3,831 731 — ( 557 ) 557 3,968 4,525 1,159 12/22/2010 2000

One Southern Court (5)

West Columbia SC — 520 3,831 765 — ( 557 ) 557 4,002 4,559 1,268 12/22/2010 2000

6716 Nolensville Road Brentwood TN — 1,528 6,037 418 — — 1,528 6,455 7,983 1,824 11/30/2012 2010

3 unchanged sentences

1010 East Spring Street Cookeville TN — 322 3,828 2,226 — ( 230 ) 322 5,824 6,146 2,476 11/19/2004 1998

105 Sunrise Circle Franklin TN — 322 3,833 1,588 — ( 268 ) 329 5,146 5,475 2,250 11/19/2004 1997

1085 Hartsville Pike Gallatin TN — 280 3,327 2,293 — ( 212 ) 282 5,406 5,688 2,154 11/19/2004 1998

2025 Caldwell Drive (5)

Goodlettsville TN — 400 3,507 8,547 — ( 202 ) 400 11,852 12,252 4,344 2/28/2003 1998

1200 North Parkway Jackson TN — 295 3,506 2,004 — ( 300 ) 299 5,206 5,505 1,941 11/19/2004 1999

550 Deer View Way Jefferson City TN — 940 8,057 2,546 — ( 228 ) 948 10,367 11,315 2,821 10/15/2013 2001

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

105 Sunrise Circle Franklin TN — 322 3,833 1,446 — ( 268 ) 329 5,004 5,333 2,049 11/19/2004 1997

1085 Hartsville Pike Gallatin TN — 280 3,327 2,206 — ( 212 ) 282 5,319 5,601 1,842 11/19/2004 1998

2025 Caldwell Drive Goodlettsville TN — 400 3,507 8,547 — ( 202 ) 400 11,852 12,252 3,834 2/28/2003 1998

1200 North Parkway Jackson TN — 295 3,506 1,395 — ( 300 ) 299 4,597 4,896 1,708 11/19/2004 1999

550 Deer View Way Jefferson City TN — 940 8,057 2,441 — ( 228 ) 948 10,262 11,210 2,432 10/15/2013 2001

10914 Kingston Pike Knoxville TN — 613 12,410 1,414 — — 613 13,824 14,437 2,673 6/29/2018 2008

3020 Heatherton Way Knoxville TN — 304 3,618 3,199 ( 2,697 ) ( 2,357 ) 1,440 627 2,067 51 11/19/2004 1998

3030 Holbrook Drive Knoxville TN — 352 7,128 1,985 — — 360 9,105 9,465 1,798 6/29/2018 1999

100 Chatuga Drive West Loudon TN — 580 16,093 33,065 — — 580 49,158 49,738 5,306 1/19/2018 2003

511 Pearson Springs Road Maryville TN — 300 3,207 100 — ( 192 ) 300 3,115 3,415 1,547 2/28/2003 1998

511 Pearson Springs Road (5)

Maryville TN — 300 3,207 100 — ( 192 ) 300 3,115 3,415 1,625 2/28/2003 1998

1710 Magnolia Boulevard Nashville TN — 750 6,750 18,680 — ( 1,190 ) 750 24,240 24,990 6,876 6/3/2005 1979

350 Volunteer Drive Paris TN — 110 12,100 2,011 — ( 905 ) 110 13,206 13,316 2,469 6/29/2016 1997

971 State Hwy 121 Allen TX — 2,590 17,912 — — — 2,590 17,912 20,502 6,436 8/21/2008 2006

6818 Austin Center Boulevard Austin TX — 1,540 27,467 3,170 — ( 784 ) 1,585 29,808 31,393 10,426 10/31/2008 1994

971 State Hwy 121 (5)

Allen TX — 2,590 17,912 — — — 2,590 17,912 20,502 6,884 8/21/2008 2006

6818 Austin Center Boulevard (5)

Austin TX — 1,540 27,467 4,283 — ( 862 ) 1,620 30,808 32,428 11,254 10/31/2008 1994

7600 N Capital Texas Highway Austin TX — 300 4,557 1,608 — — 300 6,165 6,465 1,980 12/22/2010 1996

7 unchanged sentences

549 Heath TX — 1,135 7,892 1,152 ( 288 ) ( 1,493 ) 1,192 7,206 8,398 1,094 12/31/2012 2004

13215 Dotson Road Houston TX — 990 13,887 1,932 — ( 168 ) 990 15,651 16,641 4,382 7/17/2012 2007

13215 Dotson Road (5)

Houston TX — 990 13,887 2,338 — ( 735 ) 990 15,490 16,480 4,403 7/17/2012 2007

777 North Post Oak Road Houston TX — 5,537 32,647 36,370 — ( 4,749 ) 5,540 64,265 69,805 27,118 1/11/2002 1989

10030 North MacArthur Boulevard Irving TX — 2,186 15,869 3,319 — — 2,186 19,188 21,374 3,912 1/29/2015 1999

9812 Slide Road Lubbock TX — 1,110 9,798 680 — — 1,110 10,478 11,588 3,178 6/4/2010 2009

9812 Slide Road (5)

Lubbock TX — 1,110 9,798 680 — — 1,110 10,478 11,588 3,474 6/4/2010 2009

605 Gateway Central Marble Falls TX — 1,440 7,125 2,319 — ( 502 ) 1,440 8,942 10,382 2,713 12/19/2012 1994 / 2002

President George Bush Turnpike North Garland TX — 1,981 8,548 1,180 ( 346 ) ( 1,557 ) 1,941 7,865 9,806 858 12/31/2012 2006

President George Bush Turnpike (5)

North Garland TX — 1,981 8,548 1,203 ( 346 ) ( 1,616 ) 1,941 7,829 9,770 1,179 12/31/2012 2006

500 Coit Road Plano TX — 3,463 44,841 324 — — 3,468 45,160 48,628 4,844 12/20/2019 2016

2265 North Lakeshore Drive Rockwall TX — 497 3,582 — — — 497 3,582 4,079 709 1/29/2015 2013

2265 North Lakeshore Drive (5)

Rockwall TX — 497 3,582 11 — — 497 3,593 4,090 798 1/29/2015 2013

18302 Talavera Ridge San Antonio TX — 6,855 30,630 160 — — 6,855 30,790 37,645 6,828 1/29/2015 2008

21 Spurs Lane San Antonio TX — 3,141 23,142 5,271 — ( 68 ) 3,192 28,294 31,486 6,851 4/10/2014 2006

311 West Nottingham Place San Antonio TX — 4,283 25,256 17,068 — ( 3,823 ) 4,359 38,425 42,784 18,283 1/11/2002 1989

511 & 575 Knights Cross Drive San Antonio TX — 2,300 20,400 4,573 — ( 1,150 ) 2,306 23,817 26,123 8,257 11/17/2009 2003

5055 West Panther Creek Drive Woodlands TX — 3,694 21,782 12,628 — ( 3,490 ) 3,706 30,908 34,614 14,733 1/11/2002 1988

491 Crestwood Drive Charlottesville VA — 641 7,633 3,473 — ( 732 ) 646 10,369 11,015 4,569 11/19/2004 1998

1005 Elysian Place Chesapeake VA — 2,370 23,705 3,823 — ( 791 ) 2,381 26,726 29,107 8,476 6/20/2011 2006

4027 Martinsburg Pike (5)

Clear Brook VA — 3,775 21,768 — — — 3,775 21,768 25,543 4,853 1/29/2015 2013

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

311 West Nottingham Place San Antonio TX — 4,283 25,256 15,738 — ( 3,823 ) 4,359 37,095 41,454 16,447 1/11/2002 1989

511 & 575 Knights Cross Drive San Antonio TX — 2,300 20,400 3,637 — ( 1,150 ) 2,306 22,881 25,187 7,258 11/17/2009 2003

5055 West Panther Creek Drive Woodlands TX — 3,694 21,782 10,973 — ( 3,490 ) 3,706 29,253 32,959 12,874 1/11/2002 1988

491 Crestwood Drive Charlottesville VA — 641 7,633 3,128 — ( 585 ) 646 10,171 10,817 4,254 11/19/2004 1998

1005 Elysian Place Chesapeake VA — 2,370 23,705 3,204 — ( 153 ) 2,381 26,745 29,126 8,039 6/20/2011 2006

2856 Forehand Drive Chesapeake VA — 160 1,498 2,398 ( 1,427 ) ( 1,159 ) 1,470 — 1,470 — 5/30/2003 1987

4027 Martinsburg Pike Clear Brook VA — 3,775 21,768 — — — 3,775 21,768 25,543 4,309 1/29/2015 2013

4001 Fair Ridge Drive Fairfax VA — 2,500 7,147 3,333 — ( 222 ) 2,646 10,112 12,758 3,540 12/22/2008 1990

4001 Fair Ridge Drive (5)

Fairfax VA — 2,500 7,147 3,769 — ( 222 ) 2,646 10,548 13,194 3,985 12/22/2008 1990

20 HeartFields Lane Fredericksburg VA — 287 8,480 2,661 — ( 884 ) 287 10,257 10,544 5,048 10/25/2002 1998

1 unchanged sentence

655 Denbigh Boulevard Newport News VA — 581 6,921 2,649 — ( 553 ) 584 9,014 9,598 3,939 11/19/2004 1998

6160 Kempsville Circle Norfolk VA — 3,263 7,615 4,196 — ( 115 ) 3,374 11,585 14,959 2,060 12/22/2017 1987

6161 Kempsville Road Norfolk VA — 1,530 9,531 4,066 — ( 323 ) 1,530 13,274 14,804 4,151 12/22/2008 1999

6160 Kempsville Circle (5)

Norfolk VA — 3,263 7,615 4,771 — ( 115 ) 3,374 12,160 15,534 2,660 12/22/2017 1987

6161 Kempsville Road (5)

Norfolk VA — 1,530 9,531 4,336 — ( 686 ) 1,530 13,181 14,711 4,690 12/22/2008 1999

6311 Granby Street Norfolk VA — 1,920 16,538 5,430 — ( 595 ) 1,932 21,361 23,293 6,874 6/20/2011 2005

885 Kempsville Road Norfolk VA — 1,780 8,354 3,684 — ( 976 ) 2,014 10,828 12,842 3,399 5/20/2009 1981

885 Kempsville Road (5)

Norfolk VA — 1,780 8,354 3,857 — ( 976 ) 2,014 11,001 13,015 3,893 5/20/2009 1981

531 Wythe Creek Road Poquoson VA — 220 2,041 1,671 — ( 275 ) 220 3,437 3,657 1,337 5/30/2003 1987

8 unchanged sentences

516 Kenosia Avenue South Kent WA — 1,300 8,458 3,835 — ( 304 ) 1,368 11,921 13,289 3,923 7/31/2012 1971

555 16th Avenue Seattle WA — 256 4,869 68 — ( 513 ) 256 4,424 4,680 3,222 11/1/1993 1964

3003 West Good Hope Road Glendale WI — 1,500 33,747 — — — 1,500 33,747 35,247 11,179 9/30/2009 1963

555 16th Avenue (5)

Seattle WA — 256 4,869 68 — ( 513 ) 256 4,424 4,680 3,333 11/1/1993 1964

3003 West Good Hope Road (5)

Glendale WI — 1,500 33,747 — — — 1,500 33,747 35,247 12,023 9/30/2009 1963

7007 North Range Line Road Glendale WI — 250 3,797 — — — 250 3,797 4,047 1,353 9/30/2009 1964

215 Washington Street Grafton WI — 500 10,058 — — — 500 10,058 10,558 3,332 9/30/2009 2009

215 Washington Street (5)

Grafton WI — 500 10,058 — — — 500 10,058 10,558 3,583 9/30/2009 2009

N168W22022 Main Street Jackson WI — 188 5,962 1,383 — ( 308 ) 192 7,033 7,225 1,741 12/1/2014 2005

3 unchanged sentences

10803 North Port Washington Road Mequon WI — 800 8,388 3,922 — ( 221 ) 805 12,084 12,889 3,633 1/1/2008 1999

701 East Puetz Road Oak Creek WI — 650 18,396 3,331 — ( 213 ) 1,375 20,789 22,164 8,330 1/1/2008 2001

W231 N1440 Corporate Court (5)

Pewaukee WI — 3,900 41,140 — — — 3,900 41,140 45,040 14,656 9/30/2009 1994

8348 & 8400 Washington Avenue (5)

Racine WI — 1,150 22,436 — — — 1,150 22,436 23,586 7,993 9/30/2009 1986

1221 North 26th Street (5)

Sheboygan WI — 300 975 — — — 300 975 1,275 348 9/30/2009 1987

1222 North 23rd Street (5)

Sheboygan WI — 120 4,014 — — — 120 4,014 4,134 1,430 9/30/2009 1987

2414 Kohler Memorial Drive (5)

Sheboygan WI — 1,400 35,168 — — — 1,400 35,168 36,568 12,529 9/30/2009 1986

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

701 East Puetz Road Oak Creek WI — 650 18,396 2,925 — ( 213 ) 1,373 20,385 21,758 7,490 1/1/2008 2001

W231 N1440 Corporate Court Pewaukee WI — 3,900 41,140 — — — 3,900 41,140 45,040 13,628 9/30/2009 1994

8348 & 8400 Washington Avenue Racine WI — 1,150 22,436 — — — 1,150 22,436 23,586 7,432 9/30/2009 1986

1221 North 26th Street Sheboygan WI — 300 975 — — — 300 975 1,275 323 9/30/2009 1987

1222 North 23rd Street Sheboygan WI — 120 4,014 — — — 120 4,014 4,134 1,330 9/30/2009 1987

2414 Kohler Memorial Drive Sheboygan WI — 1,400 35,168 — — — 1,400 35,168 36,568 11,650 9/30/2009 1986

1125 N Edge Trail Verona WI — 1,365 9,581 2,095 — ( 458 ) 1,372 11,211 12,583 3,126 11/1/2013 2001

3289 North Mayfair Road Wauwatosa WI — 2,300 6,245 — — — 2,300 6,245 8,545 2,069 9/30/2009 1964

3289 North Mayfair Road (5)

Wauwatosa WI — 2,300 6,245 — — — 2,300 6,245 8,545 2,225 9/30/2009 1964

503 South 18th Street Laramie WY — 191 3,632 4,623 — ( 941 ) 202 7,303 7,505 3,879 12/30/1993 1964

3 unchanged sentences

Grand Total $ 13,020 $ 632,802 $ 4,739,426 $ 1,943,457 $( 126,843 ) $( 360,998 ) $ 654,441 $ 6,173,403 $ 6,827,844 $ 2,020,843

(1) Represents mortgage debts and finance leases, excluding the unamortized balance of fair value adjustments and debt issuance costs totaling approximately $( 109 ).

(1) Represents mortgage debts and finance leases.

(2) Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP.

1 unchanged sentence

(4) We depreciate buildings and improvements over periods ranging up to 40 years and equipment over periods ranging up to 12 years.

(5) These properties are collateral for our $ 24,729 of mortgage notes.

(5) These properties are collateral for our $ 940,534 senior secured notes due 2026.

(6) These properties are subject to our $ 3,911 of finance leases .

(7) These properties are collateral for our $ 9,109 of mortgage notes.

DIVERSIFIED HEALTHCARE TRUST

15 unchanged sentences

Disposals ( 452,233 ) ( 96,788 )

Impairment 174 —

Cost basis adjustment (1)

4 unchanged sentences

Disposals ( 16,750 ) —

Impairment ( 18,380 ) —

Cost basis adjustment (1)

5 unchanged sentences

DIVERSIFIED HEALTHCARE TRUST

/s/ Jennifer F.

/s/ Christopher J.

Christopher J.

President and Chief Executive Officer

March 1, 2023

February 26, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Christopher J.

Bilotto President and Chief Executive Officer February 26, 2024

Christopher J.

/s/ Matthew C.

Brown Chief Financial Officer and Treasurer

(principal financial and accounting officer) February 26, 2024

/s/ Jennifer F.

Francis Managing Trustee, President and Chief Executive Officer

(principal executive officer) March 1, 2023

/s/ Richard W.

Chief Financial Officer and Treasurer

(principal financial and accounting officer) March 1, 2023

Harrington Independent Trustee March 1, 2023

/s/ Lisa Harris Jones Independent Trustee March 1, 2023

Francis Managing Trustee February 26, 2024

Harrington Independent Trustee February 26, 2024

/s/ Phyllis M.

Hollis Independent Trustee February 26, 2024

/s/ Lisa Harris Jones Independent Trustee February 26, 2024

Lisa Harris Jones

/s/ Daniel F.

LePage Independent Trustee March 1, 2023

Pierce Independent Trustee March 1, 2023

Portnoy Managing Trustee March 1, 2023

Portnoy Managing Trustee February 26, 2024

/s/ Jeffrey P.

Somers Independent Trustee March 1, 2023

Somers Independent Trustee February 26, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures