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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-26 · 563 added, 561 removed, 1475 unchanged (43% of the section changed)

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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.

We have adopted comprehensive insider trading policies and procedures that apply to trustees, directors, officers and employees, as applicable, of us and RMR.

These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws.

The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5-1 trading plans.

A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

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

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Consolidated Balance Sheets as of December 31, 2024 and 2023

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

Consolidated Statements of Comprehensive Income (Lo ss) for each of the three years in the period ended December 31, 2024

Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2024

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

3.5 Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024.

(Incorporated by reference to the Company’s Current Report on Form 8-K Filed on June 4, 2024.)

4.1 Form of Common Share Certificate.

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

4.11 Supplemental Indenture, dated as of March 1, 2024, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

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

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

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)

4.12 Fourth Supplemental Indenture, dated as of February 8, 2021, among the Company, certain subsidiaries of the Company named therein as guarantors 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, 2022.)

4.16 Supplemental Indenture, dated as of March 1, 2024, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

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

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

(Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)

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

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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.(+) (Filed herewith.)

10.8 Form of Indemnification Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.)

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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Bank National Association).

(Filed herewith.)

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.)

10.13 Release of Certain Guarantors, dated as of March 1, 2024, 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 March 31, 2024.)

10.14 Release of Certain Guarantors, dated as of June 5, 2024, 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 June 30, 2024.)

10.15 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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Bank National Association).

(Filed herewith.)

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.)

10.18 Release of Certain Guarantors, dated as of March 1, 2024, 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 March 31, 2024.)

10.19 Release of Certain Guarantors, dated as of June 5, 2024, 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 June 30, 2024.)

10.20 Release of Certain Guarantors, dated as of June 26, 2024, related to Senior Secured Notes due 2026, 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 June 30, 2024.)

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

1 unchanged sentence

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

10.22 Amendment and Partial Termination of Amended and Restated Master Management Agreement, dated as of December 1 , 202 4 , among the Company and certain of its subsidiaries, and AlerisLife Inc.

and certain of its subsidiaries.

(Filed herewith.)

10.23 Amended and Restated Guaranty Agreement, dated as of June 9, 2021, by AlerisLife Inc.

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10.24 Stockholders Agreement, dated as of February 16, 2024, by and among AlerisLife Inc., the Company, DHC Holdings LLC and ABP Trust.

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)

19.1 Insider Trading Policies and Procedures.

(Filed herewith.)

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22.1 List of Subsidiary Guarantors.

(Filed herewith.)

(Incorporated by reference to the Company’s Registration Statement on Form S-3, File No.

23.1 Consent of Deloitte & Touche LLP.

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97.1 Clawback Policy.

(Filed herewith.)

(Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.)

99.1 Letter Agreement, dated as of May 30, 2024, between the Company and The RMR Group LLC, regarding Third Amended and Restated Property Management Agreement.(+) (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, 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").

We have audited the accompanying consolidated balance sheets of Diversified Healthcare Trust (the "Company") as of December 31, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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Restricted cash 5,270 1,022

Investments in equity securities — 5,880

Equity method investment 24,590 —

Due from affiliates 4,057 6,081

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LIABILITIES AND SHAREHOLDERS' EQUITY

Secured credit facility $ — $ 700,000

Senior secured notes, net $ 826,974 $ 731,211

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Cumulative net income 1,408,023 1,778,278

Cumulative other comprehensive loss ( 17 ) —

Cumulative distributions ( 4,071,889 ) ( 4,062,262 )

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DIVERSIFIED HEALTHCARE TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands, except per share data)

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Total expenses 1,621,261 1,513,598 1,377,390

Gain on sale of properties 1,205 321,862 492,272

(Loss) gain on sale of properties ( 18,938 ) 1,205 321,862

Gains and losses on equity securities, net — 8,126 ( 25,660 )

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Loss on modification or early extinguishment of debt ( 324 ) ( 2,468 ) ( 30,043 )

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

Loss before income taxes and equity in net earnings (losses) of investees ( 371,385 ) ( 272,666 ) ( 21,119 )

Income tax expense ( 467 ) ( 445 ) ( 710 )

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

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

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

Net (loss) income attributable to common shareholders $ ( 293,572 ) $ ( 15,774 ) $ 174,515

Equity in net earnings (losses) of investees 1,597 ( 20,461 ) 6,055

Net loss $ ( 370,255 ) $ ( 293,572 ) $ ( 15,774 )

Other comprehensive loss:

Equity in unrealized losses of an investee ( 17 ) — —

Other comprehensive loss ( 17 ) — —

Comprehensive loss $ ( 370,272 ) $ ( 293,572 ) $ ( 15,774 )

Weighted average common shares outstanding (basic and diluted) 239,535 238,836 238,314

Per common share amounts (basic and diluted):

Net (loss) income attributable to common shareholders $ ( 1.23 ) $ ( 0.07 ) $ 0.73

Net loss $ ( 1.55 ) $ ( 1.23 ) $ ( 0.07 )

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

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Capital Cumulative

Net Income Cumulative

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

Interest Total Shareholders' Equity

Net Income Cumulative Other Comprehensive Loss Cumulative

Distributions Total Shareholders' Equity

Balance at December 31, 2021:

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

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

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

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

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Share forfeitures ( 13,300 ) — ( 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 — — — ( 370,255 ) — — ( 370,255 )

Equity in unrealized losses of an investee — — — — ( 17 ) — ( 17 )

Distributions — — — — — ( 9,627 ) ( 9,627 )

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CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Net loss $ ( 370,255 ) $ ( 293,572 ) $ ( 15,774 )

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

Depreciation and amortization 284,957 284,083 239,280

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Straight line rental income ( 1,445 ) 1,095 ( 8,916 )

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

( 242 ) 245 ( 7,211 )

Amortization of acquired real estate leases and other intangible assets, net 106 ( 242 ) 245

Loss on modification or early extinguishment of debt 324 2,468 30,043

Impairment of assets 70,734 18,380 —

Gain on sale of properties ( 1,205 ) ( 321,862 ) ( 492,272 )

Loss (gain) on sale of properties 18,938 ( 1,205 ) ( 321,862 )

Gains and losses on equity securities, net — ( 8,126 ) 25,660

1 unchanged sentence

Unconsolidated joint venture distributions 1,231 5,100 8,769

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

Equity in net (earnings) losses of investees ( 1,597 ) 20,461 ( 6,055 )

Change in assets and liabilities:

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Proceeds from insurance recoveries 1,698 534 14,466

Investment in AlerisLife Inc.

( 15,459 ) — —

Proceeds from AlerisLife Inc.

tender offer — 14,006 —

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

Contributions to unconsolidated joint ventures ( 5,723 ) — —

Net cash (used in) provided by investing activities ( 187,019 ) ( 202,111 ) 387,708

CASH FLOWS FROM FINANCING ACTIVITIES:

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

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 ) —

Proceeds from mortgage notes payable 120,000 — —

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

Redemption of senior unsecured notes ( 120,000 ) ( 250,000 ) ( 500,000 )

Repayment of term loan — — ( 200,000 )

Repayment of other debt ( 3,218 ) ( 17,049 ) ( 39,067 )

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Repurchase of common shares ( 904 ) ( 393 ) ( 171 )

Distributions to noncontrolling interest — — ( 22,348 )

Distributions to shareholders ( 9,627 ) ( 9,595 ) ( 9,568 )

Net cash (used in) provided by financing activities ( 249,713 ) ( 675,998 ) 746,723

(Decrease) increase in cash and cash equivalents and restricted cash ( 441,341 ) ( 328,643 ) 926,096

Net cash used in financing activities ( 22,311 ) ( 249,713 ) ( 675,998 )

Decrease in cash and cash equivalents and restricted cash ( 97,107 ) ( 441,341 ) ( 328,643 )

Cash and cash equivalents and restricted cash at beginning of period 246,961 688,302 1,016,945

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NON-CASH INVESTING ACTIVITIES:

Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated:

Real estate, net $ — $ ( 355,669 ) $ ( 686,320 )

Mortgage notes, net $ — $ — $ 618,452

Decrease in real estate, net resulting from the deconsolidation of investments that were previously consolidated $ — $ — $ ( 355,669 )

Real estate improvements accrued, not paid $ 23,890 $ 38,777 $ 32,064

Capitalized interest $ — $ — $ 1,297

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 $ 149,854 $ 246,961 $ 688,302

(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.

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

As of December 31, 2022, 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.

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

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As of December 31, 2024, we owned 367 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, 2024, our owned properties include:

98 medical office and life science properties with approximately 8.0 million rentable square feet;

259 senior living communities, including independent living (including active adult), assisted living, memory care and skilled nursing facilities, or SNFs, with approximately 27,000 living units;

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

As of December 31, 2024, 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.

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 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 amortize capitalized below market lease values (included in other liabilities in our consolidated balance sheets) as an increase to rental income over the non-cancelable periods of the respective leases.

For the years ended December 31, 2023, 2022 and 2021, such amortization resulted in a net increase in rental income of $ 242 , $( 245 ) and $ 7,211 , respectively.

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, 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.

We amortize the value of in place leases exclusive of the value of above market and below market in place leases to depreciation and amortization expense over the remaining non-cancelable periods of the respective leases and during the years ended December 31, 2024, 2023 and 2022, such amortization totaled $ 7,367 , $ 10,996 and $ 11,524 , respectively.

If a lease is terminated prior to its stated expiration, we fully amortize the unamortized amount relating to that lease at that time.

As of December 31, 2024 and 2023, our acquired real estate leases and assumed real estate lease obligations, excluding properties held for sale, if any, were as follows:

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As of December 31, 2024, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 4.9 years, 7.2 years and 3.3 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, 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.

Future amortization of net acquired real estate lease assets and obligations to be recognized over the current terms of the associated leases as of December 31, 2024 is estimated to be $ 5,008 in 2025, $ 4,410 in 2026, $ 3,532 in 2027, $ 2,578 in 2028, $ 2,422 in 2029 and $ 8,055 thereafter.

CASH AND CASH EQUIVALENTS.

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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 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, 2024, 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.

The properties owned by the LSMD JV are encumbered by an aggregate $ 456,625 of mortgage debts.

The properties owned by the Seaport JV and LSMD JV are encumbered by an aggregate $ 620,000 and $ 456,625 of mortgage debts, respectively.

We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investment in these joint ventures under the equity method of accounting under the fair value option.

See Notes 3 and 10 for more information regarding these joint ventures.

As of December 31, 2024, we owned approximately 34.0 % of the outstanding common shares of AlerisLife Inc., or AlerisLife.

We do not control the activities that are most significant to AlerisLife and, as a result, we account for our non-controlling interest in AlerisLife using the equity method of accounting.

See Notes 3 and 8 for more information regarding our investment in AlerisLife.

DEBT ISSUANCE COSTS.

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.

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 $ 68,067 and $ 67,475 at December 31, 2024 and 2023, respectively, and accumulated amortization of debt issuance costs totaled $ 32,307 and $ 22,065 , 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.

Future amortization of debt issuance costs to be recognized with respect to our loans as of December 31, 2024 is estimated to be $ 14,886 in 2025, $ 2,741 in 2026, $ 2,247 in 2027, $ 1,871 in 2028, $ 1,817 in 2029 and $ 12,198 thereafter.

DEFERRED LEASING COSTS.

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At December 31, 2024, the remaining weighted average amortization period is approximately 7.8 years.

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.

Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2024 are estimated to be $ 6,799 in 2025, $ 6,280 in 2026, $ 5,199 in 2027, $ 4,418 in 2028, $ 3,238 in 2029 and $ 10,975 thereafter.

FAIR VALUE OF FINANCIAL INSTRUMENTS.

We determine the estimated fair value of financial assets and liabilities using the three-tier fair value hierarchy established by accounting principles generally accepted in the United States, or GAAP, which prioritizes observable inputs in active markets when measuring fair value.

The three levels of inputs that may be used to measure fair value in order of priority are as follows:

Level 1—Inputs include quoted prices in active markets for identical assets or liabilities that we have the ability to access.

Level 2—Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly.

Level 3—Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement.

REVENUE RECOGNITION.

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We have determined that all of our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components.

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 operations.

We apply the Accounting Standards, or ASC, 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).

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, 2024, 2023 and 2022, percentage rents earned aggregated $ 3,435 , $ 2,949 and $ 2,978 , 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.

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 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.

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.

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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 taxable REIT subsidiary, or 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 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, 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 $ 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.

During the years ended December 31, 2024, 2023 and 2022, we received $ 0 , $ 1,581 and $ 605 , respectively, in funds to be used to support the operations of our managed senior living communities.

We have recognized $ 0 , $ 1,581 and $ 4,327 as interest and other income in our consolidated statements of comprehensive income (loss) with respect to our senior housing operating portfolio, or SHOP, segment for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, we have recognized all funds and no amount remained in other liabilities in our consolidated balance sheets.

PER COMMON SHARE AMOUNTS.

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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.

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

INCOME TAXES.

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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.

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

Tax benefits are recognized to the extent that it is “more likely than not” that a particular tax position will be sustained upon examination or audit.

To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized upon settlement.

We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of general and administrative expense.

We classify interest and penalties related to uncertain tax positions, if any, in our consolidated financial statements as a component of general and administrative expense.

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 affect the amounts reported in these consolidated financial statements and related notes.

Preparation of these consolidated financial statements in conformity with 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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As of December 31, 2024, we operate in, and report financial information for, the following two segments:

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

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

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

See Note 11 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.

On December 14, 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , or ASU No.

2023-09, which requires public entities to enhance their 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 consolidated financial statements.

2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We expect to include additional disclosures in the notes to our consolidated financial statements as a result of the implementation of ASU No.

however, these changes are not expected to have a material effect on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statements Expenses, or ASU No.

2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization.

These details must be presented in a tabular format in the notes to consolidated financial statements for both interim and annual reporting periods.

ASU 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for the first annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact of ASU 2024-03 will have on our consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , or ASU No.

2023-07, which requires public entities to:

2023-07, which requires public entities, including those with a single reportable segment, 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;

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

2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments.

We adopted the new standard effective December 31, 2024.

As a result, we have included additional information related to the required disclosures in Note 11.

Real Estate Investments

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

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

259 senior living communities, including independent living (including active adult), assisted living, memory care and skilled nursing facilities, or SNFs, with 27,271 living units;

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, 2024, 2023 and 2022:

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

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

Land Buildings

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Acquisitions during the year ended December 31, 2023:

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, 2023.

Acquisitions during the year ended December 31, 2022:

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

(1) Cash paid includes closing costs.

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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.

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.

During 2024, we recorded impairment charges of $ 70,734 to adjust the carrying value of six medical office and life science properties to their estimated fair value.

We sold three of these medical office and life science properties in 2024.

Three of these medical office and life science properties were classified as held for sale in our consolidated balance sheet as of December 31, 2024.

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

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

We sold three of these medical office and life science 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.

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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.

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

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 table below represents the sale prices (excluding closing costs) of dispositions for the years ended December 31, 2024, 2023 and 2022.

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

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 State Type of Property Number of Properties Square Feet or Number of Units Sales Price Gain (Loss) on Sale

Dispositions during the year ended December 31, 2024:

March 2024 Arizona Medical Office 1 126,084 sq.

$ 3,600 $ ( 5,874 )

June 2024 Texas Medical Office 1 94,137 sq.

4,200 ( 13,213 )

July 2024 Illinois and Minnesota Medical Office 2 205,673 sq.

November 2024 Kansas Life Science 1 239,366 sq.

5 $ 35,675 $ ( 18,938 )

Dispositions during the year ended December 31, 2023:

February 2023 Pennsylvania and South Carolina Senior Living 3 — units (1)

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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.

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

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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.

As of December 31, 2024, we had 32 properties classified as held for sale as follows:

Segment Number of Properties Real Estate Properties, Net

Medical Office and Life Science 7 $ 175,948

SHOP 6 47,535

All Other - triple net leased senior living communities 19 37,900

In January 2025, we sold three life science properties for a sales price of $ 159,025 , excluding closing costs.

As of December 31, 2024, these three properties were classified as held for sale.

The net proceeds from the sale of these three properties will be used to partially redeem our outstanding senior secured notes due 2026.

Additionally, in January and February 2025, we sold one life science property for a sales price of $ 16,800 , excluding closing costs, and one senior living community for a sales price of $ 2,900 , excluding closing costs, both of which were classified as held for sale as of December 31, 2024.

As of February 24, 2025, we had 26 properties under agreements or letters of intent to sell for an aggregate sales price of $ 219,580 , excluding closing costs.

The net proceeds from 19 of these properties, which have an expected aggregate sales price, excluding closing costs, of $ 142,100 , will be used to partially redeem our outstanding senior secured notes due 2026, if the sales of such properties are completed.

We may not complete the sales of any or all of the properties we currently plan to sell.

Also, we may sell some or all of these properties at amounts that are less than currently expected and/or less than the carrying values of such properties, and we may incur losses on any such sales as a result.

As of December 31, 2024, all 26 of these properties were 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.

The following is a summary of capital expenditures, development, redevelopment and other activities for the periods presented:

For the Year Ended December 31,

2024 2023 2022

Medical Office and Life Science Portfolio capital expenditures:

Lease related costs (1)

$ 21,289 $ 38,070 $ 25,227

Building improvements (2)

6,002 12,984 11,955

Recurring capital expenditures - Medical Office and Life Science Portfolio 27,291 51,054 37,182

SHOP fixed assets and capital improvements 93,043 100,981 109,529

Wellness centers lease related costs (1)

20,618 9,721 —

Total recurring capital expenditures $ 140,952 $ 161,756 $ 146,711

Development, redevelopment and other activities - Medical Office and Life Science Portfolio (3)

$ 3,012 $ 9,244 $ 48,390

Development, redevelopment and other activities - SHOP (3)

46,558 82,207 118,601

Total development, redevelopment and other activities $ 49,570 $ 91,451 $ 166,991

Capital expenditures by segment:

Medical Office and Life Science Portfolio $ 30,303 $ 60,298 $ 85,572

SHOP 139,601 183,188 228,130

All Other - wellness centers 20,618 9,721 —

Total capital expenditures $ 190,522 $ 253,207 $ 313,702

(1) Includes capital expenditures to improve tenants' space or amounts paid directly to tenants to improve their space and other leasing related costs, such as brokerage commissions and tenant inducements.

(2) Includes capital expenditures to replace obsolete building components that extend the useful life of existing assets or other improvements to increase the marketability of the property.

(3) Includes capital expenditures that reposition a property or result in new sources of revenue .

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

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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.

We received $ 1,698 , $ 534 and $ 3,213 in cash in excess of our losses during the years ended December 31, 2024, 2023 and 2022, respectively.

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

Unconsolidated Joint Venture Investments:

Equity Method Investments in Unconsolidated Joint Ventures:

As of December 31, 2024, 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

DHC Ownership DHC Carrying Value of Investment at December 31, 2024 Number of Properties State Square Feet

Seaport Innovation LLC 10 % $ 81,949 1 MA 1,134,479

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$ 126,859 11 2,203,242

The following table provides a summary of the mortgage debts of these joint ventures:

Joint Venture Coupon Rate Maturity Date Principal Balance at December 31, 2023 (1)

The following table provides a summary of the mortgage debts of these joint ventures as of December 31, 2024:

Joint Venture Coupon Rate Maturity Date Principal Balance (1)

Mortgage Notes Payable (secured by one property in Massachusetts) (2)(3)

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(1) Amounts are not adjusted for our minority equity interest.

(2) Following the deconsolidation in December 2021 of the net assets of the Seaport JV, we no longer include this $ 620,000 of secured debt financing in our consolidated balance sheet;

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

(2) We provide certain guaranties on this debt.

(3) This mortgage loan requires interest only payments until the anticipated repayment date on August 6, 2026, at which time all accrued and unpaid interest along with the principal balance of $ 620,000 is expected to be repaid.

This mortgage loan matures on November 6, 2028 and any unpaid principal from the anticipated repayment date through the maturity date bears interest at a variable rate of the greater of 6.53 % or the then effective U.S.

swap rate terminating on the maturity date plus 5.00 %.

(4) 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 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.

The investor owned a 45 % equity interest in the joint venture, and we owned the remaining 55 % equity interest in the joint venture.

We determined that, while we owned a 55 % equity interest in this joint venture, this joint venture was a VIE as defined under the Consolidation Topic of the Financial Accounting Standards Board Codification.

We concluded that we must consolidate this VIE, and we did so, until we sold an additional 35 % equity interest in the joint venture in December 2021.

We reached this determination because we were the entity with the power to direct the activities that most significantly impacted the VIE's economic performance and we had the obligation to absorb losses of, and the right to receive benefits from, the VIE that could be significant to the VIE, and therefore were the primary beneficiary of the VIE.

The joint venture investor's interest in this consolidated entity was reflected as noncontrolling interest in our consolidated financial statements.

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 operations.

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.

Effective as of the date of the sale, we deconsolidated this joint venture, and we now account for this joint venture using the equity method of accounting under the fair value option.

Prior to the deconsolidation of the net assets of this joint venture, the joint venture investor's interest in this consolidated entity was reflected as noncontrolling interest in our consolidated financial statements.

In June 2022, we sold an additional 10 % equity interest from our then remaining 20 % equity interest in the Seaport JV to an existing joint venture investor for $ 108,000 , before closing costs and other adjustments.

(5) The joint venture has exercised its option to extend the maturity date of this mortgage loan by one year to February 9, 2026, and this mortgage loan requires interest to be paid at an annual rate of the one month term secured overnight financing rate, or SOFR, plus a premium of 1.90 %.

This joint venture has also purchased an interest rate cap through February 2026 with a SOFR strike rate equal to 5.74 %.

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

We account for the Seaport JV using the equity method of accounting under the fair value option.

In June 2022, we sold a 10 % equity interest from our then remaining 20 % equity interest in the Seaport JV to an existing joint venture investor for $ 108,000 , before closing costs and other adjustments.

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 operations.

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

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 (loss) gain on sale of properties in our consolidated statements of comprehensive income (loss).

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

Our initial investment amount was based on a property valuation of $ 1,700,000 , less $ 620,000 of existing mortgage debts on the property that this joint venture assumed.

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

In January 2022, we entered into the LSMD JV with two unrelated third party institutional investors.

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 operations.

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.

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 (loss) 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.

Following the sale, we account for this joint venture using the equity method of accounting under the fair value option.

The initial investment amounts were based upon a property valuation of approximately $ 702,500 , less approximately $ 456,600 of secured debt on the properties incurred by this joint venture.

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

We recognized changes in the fair value of our investments in our unconsolidated joint ventures of $( 7,550 ), $( 20,461 ) and $ 6,055 during the years ended December 31, 2024, 2023 and 2022, respectively.

These amounts are included in equity in net earnings (losses) of investees in our consolidated statements of comprehensive income (loss).

See Note 10 for more information regarding the valuation of our investment in these joint ventures.

Equity Method Investment in AlerisLife:

As of December 31, 2024, we owned approximately 34.0 % of the outstanding common shares of AlerisLife Inc., or AlerisLife.

We do not control the activities that are most significant to AlerisLife and, as a result, we account for our non-controlling interest in AlerisLife using the equity method of accounting.

As of December 31, 2024, our investment in AlerisLife had a carrying value of $ 24,590 .

The cost basis of our investment in AlerisLife exceeded our proportionate share of AlerisLife's total stockholders' equity book value on the date of acquisition of our initial interest in AlerisLife, which was February 16, 2024, by an aggregate of $ 29,500 .

As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 21 years, the weighted average remaining useful life of the real estate assets owned by AlerisLife and the intangible contract asset with us as of the date of acquisition.

We recorded amortization of the basis difference of $ 1,228 for the year ended December 31, 2024.

We recognized income of $ 7,919 related to our investment in AlerisLife for the year ended December 31, 2024.

These amounts are included in equity in net earnings (losses) of investees in our consolidated statements of comprehensive income (loss).

See Notes 2 and 8 for more information regarding our investment in AlerisLife.

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

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We increased rental income to record revenue on a straight line basis by $ 1,445 and $ 8,916 for the years ended December 31, 2024 and 2022, respectively.

We decreased rental income to record revenue on a straight line basis by $ 1,095 for the year ended December 31, 2023.

Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 69,814 and $ 75,306 of straight line rent receivables at December 31, 2024 and 2023, respectively, and are included in other assets, net in our consolidated balance sheets.

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Right of Use Asset and Lease Liability .

The values of the right of use assets and related liabilities representing our future obligation under the respective lease arrangements for which we are the lessee were $ 20,025 and $ 20,411 , respectively, as of December 31, 2024, and $ 23,366 and $ 23,748 , respectively, as of December 31, 2023.

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We have common shares available for issuance under the terms of our equity compensation plan adopted in 2012, as amended, or the 2012 Plan.

During the years ended December 31, 2023, 2022 and 2021, we awarded to our officers and other employees of The RMR Group LLC, or RMR, annual share awards of 800,000 , 707,000 and 718,000 of our common shares, respectively, valued at $ 1,864 , $ 919 and $ 2,448 , in aggregate, respectively.

During the years ended December 31, 2024, 2023 and 2022, we awarded to our officers and certain other employees of The RMR Group LLC, or RMR, and certain employees of AlerisLife annual share awards of 881,767 , 800,000 and 707,000 of our common shares, respectively, valued at $ 2,954 , $ 1,864 and $ 919 , in aggregate, respectively.

In accordance with our Trustee compensation arrangements, we also awarded each of our then Trustees 37,037 common shares with an aggregate value of $ 630 ($ 90 per Trustee), 20,000 common shares with an aggregate value of $ 244 ($ 35 per Trustee) and 20,000 common shares with an aggregate value of $ 300 ($ 43 per Trustee) in 2024, 2023 and 2022, respectively.

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 values or numbers, as applicable, 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 operations ratably over the vesting period.

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

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

At December 31, 2024, 1,090,392 of our common shares remain available for issuance under the 2012 Plan.

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The 1,320,001 unvested shares as of December 31, 2024 are scheduled to vest as follows:

428,200 shares in 2024, 377,200 shares in 2025, 270,400 shares in 2026 and 152,400 shares in 2027.

Unvested Shares

Total 1,320,001

As of December 31, 2024, the estimated future compensation for the unvested shares was $ 3,323 based on the adjusted award date fair value of these shares.

At December 31, 2024, the weighted average period over which the compensation expense will be recorded is approximately 1.9 years.

We recorded share based compensation expense of $ 1,840 in 2023, $ 1,733 in 2022 and $ 1,960 in 2021.

We recognize forfeitures as they occur.

During 2023, 2022 and 2021, we purchased an aggregate of 184,344 , 133,752 and 109,384 , respectively, of our common shares from certain of our Trustees and officers and certain other current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

See Note 8 for further information regarding these purchases.

During the years ended December 31, 2024, 2023 and 2022, we recorded share based compensation expense of $ 2,747 , $ 1,840 and $ 1,733 , respectively.

During the years ended December 31, 2024, 2023 and 2022, we purchased an aggregate of 268,221 , 184,344 and 133,752 of our common shares, respectively, from certain of our Trustees and officers and certain other current and former officers and employees of RMR and certain employees of AlerisLife, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

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

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2022 $ 0.04 $ 9,568 — % 14.0 % 86.0 %

On January 11, 2024, we declared a quarterly distribution to common shareholders of record on January 22, 2024 of $ 0.01 per share, or approximately $ 2,403 in aggregate.

On January 16, 2025, we declared a quarterly distribution to common shareholders of record on January 27, 2025 of $ 0.01 per share, or approximately $ 2,413 .

We paid this distribution on February 20, 2025 using cash on hand.

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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.

Five Star Senior Living, or Five Star, which is an operating division of AlerisLife, manages 118 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:

• that Five Star agreed to cooperate with us in transitioning 108 of our senior living communities with approximately 7,500 living units to other third party managers without our payment of any termination fee to Five Star;

• that we no longer have the right to sell up to an additional $ 682,000 of senior living communities currently managed by Five Star and terminate Five Star's management of those communities without our payment of a fee to Five Star upon sale;

• that Five Star is continuing to manage 119 of the 120 of our senior living communities that were included as part of the management arrangements (the management for one active adult community was terminated by mutual agreement effective October 31, 2022), and that the skilled nursing units in all of our continuing care retirement communities that Five Star is continuing to manage, which then included approximately 1,500 living units, were closed and are being evaluated and repositioned;

• that beginning in 2025, we will 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 earnings before interest, taxes, depreciation and amortization, or EBITDA, for the applicable period;

• that the incentive fee that Five Star may earn in any calendar year for the senior living communities that Five Star is continuing to manage is no longer subject to a cap and that any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee;

• that RMR will oversee any major renovation or repositioning activities at the senior living communities that Five Star is continuing to manage;

• 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.

We and Five Star are parties to an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that Five Star manages for us.

Pursuant to an amended and restated guaranty agreement, AlerisLife guarantees the payment and performance of each of its applicable subsidiary’s 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.

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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 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.

In January 2025, we sold a closed senior living community that had previously been managed by Five Star.

We recorded $ 2,096 of costs that we incurred related to retention and other transition costs for the year ended December 31, 2022 to acquisition and certain other transaction related costs in our consolidated statements of comprehensive income (loss).

Our Senior Living Communities Managed by Five Star.

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We incurred management fees payable to Five Star of $ 42,474 , $ 40,119 and $ 37,037 for the years ended December 31, 2024, 2023 and 2022, respectively.

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.

For the years ended December 31, 2024, 2023 and 2022, $ 40,212 , $ 37,436 and $ 33,737 , respectively, of the total management fees were expensed to property operating expenses in our consolidated statements of comprehensive income (loss) and $ 2,262 , $ 2,683 and $ 3,300 , respectively, were capitalized in our consolidated balance sheets.

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

In addition to providing management services to us, Five Star also provides certain other services to residents at some of the senior living communities it manages for us, such as rehabilitation services.

At senior living communities Five Star manages for us where Five Star provides rehabilitation services on an outpatient basis, the residents, third party payers or government programs pay Five Star for those rehabilitation services.

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.

Prior to the sale of their Ageility business to Fox Rehabilitation on June 17, 2024, Five Star also provided certain other services to residents at some of the senior living communities it manages for us, such as rehabilitation services.

At senior living communities Five Star manages for us where Five Star provided rehabilitation services on an outpatient basis, the residents, third party payers or government programs paid Five Star for those rehabilitation services.

At senior living communities Five Star manages for us where Five Star provided both inpatient and outpatient rehabilitation services, we generally paid Five Star for those rehabilitation services and charges for these services were 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 operations.

We incurred fees of $ 0 , $ 1,213 and $ 6,289 for the years ended December 31, 2024, 2023 and 2022,

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).

Since January 1, 2022, we sold certain senior living communities that were then managed by Five Star.

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See Note 3 for further information regarding these sales.

We lease to Five Star space at certain of our senior living communities, which it uses to provide certain outpatient rehabilitation and wellness services.

We lease space to Five Star at certain of our senior living communities, which, prior to June 17, 2024, Five Star used to provide certain outpatient rehabilitation and wellness services through the Ageility branded business.

Beginning on June 17, 2024, Five Star subleases this space to a subsidiary of Fox Rehabilitation, which acquired the Ageility branded business from AlerisLife on that date.

Our Senior Living Communities Managed by Other Third Party Managers.

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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.

In March 2024, we terminated our management agreement with one of our third party managers which managed 13 of our communities located in Wisconsin and Illinois and transitioned these communities to another third party manager with which we have an existing relationship.

The terms of the management agreement for these communities are generally consistent with the terms of the existing management agreements with our other third party managers.

We paid transition costs, including termination and other fees, of $ 2,228 related to the transition of these communities for the year ended December 31, 2024.

We incurred management fees payable to our other third party managers of $ 23,283 , $ 21,863 and $ 20,739 for the years ended December 31, 2024, 2023 and 2022, respectively.

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

Additionally, we incurred incentive fees to certain of our other third party operators of $ 241 during the year ended December 31, 2024.

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

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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The MSCI U.S.

REIT/Health Care REIT Index is the benchmark index for periods on or after August 1, 2021, and the SNL U.S.

REIT Healthcare Index is the benchmark index for periods prior to August 1, 2021.

REIT/Health Care REIT Index is the applicable benchmark index.

For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.

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The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5 % of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.

◦ Incentive management fees we paid to RMR for any period may be subject to “clawback” if our financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated financial statements.

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 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.

We did not recognize an incentive management fee payable to RMR for the years ended December 31, 2023, 2022 or 2021.

◦ Incentive management fees we paid to RMR for any period may be subject to “clawback” if our consolidated financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated consolidated financial statements.

We did not incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2024, 2023 or 2022.

• Property Management and Construction Supervision Fees .

The property management fees payable to RMR by us for each applicable period are equal to 3.0 % of gross collected rents and the construction supervision fees payable to RMR by us for each applicable period are equal to 5.0 % of construction costs.

In connection with our entry into the Master Management Agreement, on June 9, 2021, we and RMR amended our property management agreement to, among other things, provide for RMR's oversight of any major capital projects and repositionings at our senior living communities, including our senior living communities which Five Star is continuing to manage, and that RMR receives the same fee previously paid to Five Star for such services, which is equal to 3.0 % of the cost of any such major capital project or repositioning.

We recognized aggregate net property management and construction supervision fees of $ 8,886 , $ 10,329 and $ 12,504 for the years ended December 31, 2023, 2022 and 2021, respectively.

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, 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.

Pursuant to our property management agreement with RMR, RMR provides oversight of any major capital projects and repositionings at our senior living communities, including our senior living communities which Five Star is continuing to manage, and RMR receives the same fee previously paid to Five Star for such services, which is equal to 3.0 % of the cost of any such major capital project or repositioning.

• Expense Reimbursement .

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Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR.

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 operations for these periods.

Our management agreements with RMR have terms that end on December 31, 2044, 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 .

Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR.

For the years ended December 31, 2024, 2023 and 2022, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our consolidated financial statements were as follows:

Financial Statement Line Item Year Ended December 31,

2024 2023 2022

Pursuant to business management agreement:

Business management fees General and administrative expenses (1)

$ 16,468 $ 13,965 $ 16,646

Pursuant to property management agreement (2) :

Property management fees Property operating expenses $ 5,683 $ 5,686 $ 5,657

Construction supervision fees Building and improvements (3)

2,005 3,200 4,672

$ 7,688 $ 8,886 $ 10,329

Expense Reimbursement:

Property level expenses General and administrative expenses $ 304 $ 288 $ 243

Property level expenses Property operating expenses 14,719 14,299 12,658

$ 15,023 $ 14,587 $ 12,901

(1) The net business management fees we recognized for the years ended December 31, 2024, 2023 and 2022 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.

(2) The net property management and construction supervision fees we recognized for the years ended December 31, 2024, 2023 and 2022 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.

(3) Amounts capitalized as building improvements are depreciated over the estimated useful lives of the related capital assets.

In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement.

Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf.

The consent was approved by our Independent Trustees.

Management Agreements between our Joint Ventures and RMR.

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Our joint ventures are not our consolidated subsidiaries and, as a result, we are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding the joint ventures.

Prior to December 23, 2021, the Seaport JV was our consolidated subsidiary and, as such, we were previously obligated to pay management fees to RMR under our management agreements with RMR for the services it provided that joint venture;

however, that joint venture paid management fees directly to RMR, and those fees were credited against the fees payable by us to RMR.

In addition, we wholly owned the 10 medical office and life science properties included in the LSMD JV until the contribution of these properties to the LSMD JV in January 2022, and we paid management fees to RMR for the management services it provided to us for those properties until the contribution of those properties to the LSMD JV.

owned the 10 medical office and life science properties included in the LSMD JV until the contribution of these properties to the LSMD JV in January 2022, and we paid management fees to RMR for the management services it provided to us for those properties until the contribution of those properties to the LSMD JV.

Related Person Transactions

We have relationships and historical and continuing transactions with AlerisLife (including Five Star), RMR, RMR Inc.

and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers.

is the managing member of RMR.

We have relationships and historical and continuing transactions with RMR, RMR Inc., AlerisLife (including Five Star), and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers.

RMR is a majority owned subsidiary of RMR Inc.

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., 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.

Christopher J.

Bilotto, our other Managing Trustee and President and Chief Executive Officer, and Matthew C.

Brown, our Chief Financial Officer and Treasurer, are also officers and employees 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.

Leer, the president and chief executive officer of AlerisLife, is an executive officer of RMR.

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

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See Note 6 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star) and Note 2 for further information regarding our investment in AlerisLife.

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.

On February 16, 2024, we exercised this purchase right and acquired, together with our applicable TRS, approximately 34.0 % of the then outstanding AlerisLife common shares from ABP Trust at the Tender Offer Price, for a total purchase price of $ 15,459 , including transaction related costs, 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.

In connection with AlerisLife's sale of its Ageility branded business to a subsidiary of Fox Rehabilitation on June 17, 2024, we approved Five Star's sublease to a subsidiary of Fox Rehabilitation of space at certain of our senior living communities, which is used to provide certain outpatient rehabilitation and wellness services.

On February 14, 2025, AlerisLife paid an aggregate cash dividend of $ 50,000 to its stockholders.

Our pro rata share of this cash dividend was $ 17,000 .

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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As described in Note 5, we award shares to our officers and other employees of RMR annually.

Generally, one fifth of these awards vest on the grant date and one fifth vests on each of the next four anniversaries of the grant dates.

Generally, one fifth of these awards vest on the award date and one fifth vests on each of the next four anniversaries of the award dates.

In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder's retirement as an officer of us or an officer or employee of RMR.

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At December 31, 2024 and 2023, our outstanding indebtedness consisted of the following:

Principal Balance as of December 31,

Floating Rate Debt Maturity 2023 2022

Credit facility (1)

N/A $ — $ 700,000

Total floating rate debt $ — $ 700,000

(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

Senior Unsecured Notes:

Coupon Maturity Face

Amount Unamortized

Discount Face

Amount Unamortized

Senior unsecured notes 4.750 % May 2024 $ — — $ 250,000 105

Principal Balance as of

Coupon Rate Maturity 2024 2023

Senior unsecured notes (1)

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Senior unsecured notes 6.250 % February 2046 250,000 250,000

Total senior unsecured notes $ 2,100,000 $ 3,483 $ 2,350,000 $ 4,430

(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, 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

December 31, Number of

Properties as

Collateral Net Book Value of Collateral

as of December 31,

Total 1,980,000 2,100,000

Unamortized discount ( 2,639 ) ( 3,483 )

Unamortized debt issuance costs ( 20,042 ) ( 23,899 )

Senior unsecured notes, net $ 1,957,319 $ 2,072,618

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

The notes and related guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the applicable collateral, 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.

Secured and Other Debt:

Rate Maturity At December 31, 2023 2023 2022

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

Properties Secured By Principal Balance as of

December 31, (1)

Net Book Value of Collateral

as of December 31,

At December 31, 2024 At December 31, 2023 2024

Rate Maturity 2024

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

95 95 $ 940,534 $ 940,534 0.00 % January 2026 $ 1,064,171 $ 1,075,889

Mortgage note 8 — 120,000 — 6.86 % June 2034 191,186 —

Mortgage note 1 1 7,464 9,109 6.44 % July 2043 13,097 13,589

Finance Leases 2 2 2,338 3,911 7.70 % April 2026 21,606 22,765

Total secured $ 953,554 $ 30,068 99 $ 1,112,243 $ 58,503

Total 106 98 1,070,336 953,554 $ 1,290,060 $ 1,112,243

Unamortized discount (3)

( 101,035 ) ( 187,813 )

Unamortized debt issuance costs ( 15,716 ) ( 21,510 )

Total secured and other debt, net $ 953,585 $ 744,231

(1) The principal balances are the amounts stated in the contracts.

In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts.

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.

(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.

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

The guarantees provided by all our subsidiaries other than the Collateral Guarantors and certain excluded subsidiaries are effectively subordinated to all of the subsidiary guarantors' secured indebtedness to the extent of the value of the applicable collateral, and the notes and related 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.

The unamortized discount is related to these notes.

(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.

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.

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

The weighted average annual interest rate for borrowings under our former credit facility was 7.9 % and 4.5 % for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2024, 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 all our subsidiaries other than the Collateral Guarantors and certain excluded subsidiaries, and all $ 380,000 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 certain excluded subsidiaries.

The notes and related 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 applicable collateral, and the notes and related 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, 2024.

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 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, 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.

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

In April 2022, we prepaid a mortgage note secured by one of our medical office properties with an outstanding principal balance of approximately $ 10,934 , a maturity date in July 2022 and an annual interest rate of 6.28 %, using cash on hand.

In June 2022, we redeemed $ 500,000 of our outstanding 9.75 % senior notes due 2025 for a redemption price equal to 104.875 % of the $ 500,000 principal amount of the notes being redeemed plus accrued and unpaid interest of $ 1,083 , using restricted cash on hand.

As a result of this redemption, we recorded a loss on early extinguishment of debt of $ 29,576 for the year ended December 31, 2022.

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 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 January 2025, we sold three properties that secure these senior secured notes for a sales price of $ 159,025 , excluding closing costs.

As of February 24, 2025, we are under agreements to sell 19 additional properties that secure these senior secured notes for an expected aggregate sales price of $ 142,100 , excluding closing costs.

The net proceeds from these sales will be used to partially redeem these senior secured notes due 2026.

Our senior secured notes due 2026 and the guarantees provided by the Collateral Guarantors are secured by a first priority lien and security interest in each of the collateral properties and 100 % of the equity interests in each of the Collateral Guarantors.

No cash interest will accrue on these notes prior to maturity.

The accreted value of these notes will increase 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.

During the years ended December 31, 2024 and 2023, we recognized discount accretion of $ 86,778 and $ 2,720 , respectively, for our senior secured notes due 2026 in interest expense in our consolidated statements of comprehensive income (loss).

We have a significant number of unencumbered properties in our SHOP segment.

As of December 31, 2024, our unencumbered gross book value of real estate assets was $ 5,016,878 .

As of February 21, 2025, we have executed term sheets with various lenders for proceeds of approximately $ 276,000 , and are in active negotiations with an additional lender for expected proceeds of $ 64,000 , for loans that will be secured by certain of our unencumbered SHOP communities.

We believe that with $ 144,584 of cash and cash equivalents as of December 31, 2024, the above referenced loan proceeds and proceeds from sales of certain unencumbered properties, we will satisfy the $ 380,000 outstanding principal amount of 9.75 % senior unsecured notes due in June 2025, which is our next significant debt maturity.

The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the years ended December 31, 2024, 2023 and 2022:

Date Debt Instrument Secured Property Count Interest Rate Original Maturity Date Outstanding Principal Balance Repayment Amount Remaining Principal Balance Loss (gain) on Modification or Early Extinguishment of Debt

Repayments during the year ended December 31, 2024:

November 2024 Senior unsecured notes — 9.75 % June 2025 $ 440,000 $ 60,000 $ 380,000 $ 115

June 2024 Senior unsecured notes — 9.75 % June 2025 $ 500,000 60,000 $ 440,000 209

Total $ 120,000 $ 324

Repayments during the year ended December 31, 2023:

December 2023 Senior unsecured notes — 4.75 % May 2024 $ 250,000 $ 250,000 $ — $ 1,079

December 2023 Secured credit facility (1)

62 8.36 % January 2024 $ 450,000 450,000 $ — 314

April 2023 Mortgage note 1 6.64 % June 2023 $ 14,565 14,565 $ — —

February 2023 Secured credit facility (1)

61 7.05 % January 2024 $ 586,373 136,373 $ 450,000 1,075

January 2023 Secured credit facility (1)

61 6.88 % January 2024 $ 700,000 113,627 $ 586,373 —

Total $ 964,565 $ 2,468

Repayments during the year ended December 31, 2022:

October 2022 Mortgage note 1 4.85 % October 2022 $ 10,287 $ 10,287 $ — $ —

July 2022 Mortgage note 2 5.75 % October 2022 $ 15,273 15,273 $ — —

June 2022 Senior unsecured notes — 9.75 % June 2025 $ 1,000,000 500,000 $ 500,000 29,576

April 2022 Mortgage note 1 6.28 % July 2022 $ 10,934 10,934 $ — ( 16 )

February 2022 Secured credit facility (1)

61 2.85 % January 2024 $ 800,000 100,000 $ 700,000 483

Total $ 636,494 $ 30,043

(1) The interest rate presented for the secured credit facility reflects the interest rate at the time repayment was made.

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.

In May 2024, we executed a $ 120,000 fixed rate, interest only mortgage loan secured by eight medical office and life science properties.

This mortgage loan matures in June 2034 and requires that interest be paid at an annual rate of 6.864 %.

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

1 unchanged sentence

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.

Our mortgage note due June 2034 requires monthly interest payments and no principal payment is due until maturity, and our mortgage note due July 2043 requires monthly principal and interest payments.

Payments under our finance leases are due monthly.

4 unchanged sentences

Year Principal Payment

2025 $ 381,940

Thereafter 1,226,233

(1) The carrying value of our total debt outstanding as of December 31, 2023, including unamortized debt issuance costs, premiums and discounts was $ 2,816,849 .

Total $ 3,050,336

(1) We have a one year extension option for the maturity date of our $ 940,534 senior secured notes.

Fair Value of Assets and Liabilities

2 unchanged sentences

As of December 31, 2023

Description Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

Description Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value

Recurring Fair Value Measurements Assets:

Investment in AlerisLife (Level 1) (1)

$ — $ — $ 5,880 $ 5,880

Investment in unconsolidated joint venture (Level 3) (1)

2 unchanged sentences

$ 44,910 $ 44,910 $ 44,217 $ 44,217

(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.

Non-Recurring Fair Value Measurements Assets:

Real estate properties held for sale (Level 2) (3)

$ 24,074 $ 24,074 $ — $ —

(1) 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 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.

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 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.

See Note 3 for further information regarding this joint venture.

1 unchanged sentence

The significant unobservable inputs used in the fair value analysis are discount rates of between 6.25 % and 7.75 %, exit capitalization rates of between 5.00 % 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.

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.

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, 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.

(3) We have assets in our consolidated balance sheets that are measured at fair value on a non-recurring basis.

During the year ended December 31, 2024, we recorded impairment charges of $ 29,016 to reduce the carrying value of two medical office and life science properties that are classified as held for sale to their estimated aggregate sales price, less estimated costs to sell, of $ 24,074 under agreements or letters of intent to sell that, as of December 31, 2024, we had entered into with third parties.

See Note 3 for further information about impairment charges and the properties we have classified as held for sale.

In addition to the assets described in the table above, our financial instruments at December 31, 2024 and December 31, 2023 included cash and cash equivalents, restricted cash, certain other assets, senior unsecured notes, senior secured 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:

As of December 31, 2024 As of December 31, 2023

Description Carrying Amount (1)

Estimated Fair Value Carrying Amount (1)

Description Carrying Value (1)

Estimated Fair Value Carrying Value (1)

Estimated Fair Value

1 unchanged sentence

$ 379,392 $ 379,970 $ 497,454 $ 490,750

Senior unsecured notes, 9.750 % coupon rate, due 2025

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

Senior secured notes, zero coupon rate, due 2026

8 unchanged sentences

243,905 157,700 243,627 154,000

Secured debts (2)

13,020 12,284 30,177 28,275

Secured debts and finance leases 126,611 126,001 13,020 12,284

$ 2,910,904 $ 2,564,449 $ 2,816,849 $ 2,399,525

(1) Includes unamortized net debt issuance costs, premiums and discounts.

(2) We assumed certain of these secured debts in connection with our acquisition of certain properties.

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.

(1) Includes unamortized net premiums, discounts and debt issuance costs, if any.

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, 2024 and 2023.

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 three issuances of senior unsecured notes due 2025, 2028 and 2031 and our issuance of senior secured notes due 2026 using an average of the bid and ask price on Nasdaq on or about December 31, 2024 and 2023 (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).

Because Level 3 inputs are unobservable, our estimated fair values may differ materially from the actual fair values.

Noncontrolling Interest

In March 2017, we entered into the Seaport JV.

The investor owned a 45 % equity interest in the joint venture, and we owned the remaining 55 % equity interest in the joint venture.

We determined that, while we owned a 55 % equity interest in this joint venture, this joint venture was a VIE and that we controlled the activities that most significantly impacted the economic performance of this entity;

we therefore consolidated the results of this joint venture in our financial statements.

In December 2021, we sold an additional 35 % equity interest in the Seaport JV to another third party institutional investor.

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

Effective as of the date of the sale, we deconsolidated these properties and accounted for this joint venture using the equity method of accounting under the fair value option.

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 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

We operate in, and report financial information for, the following two segments:

Office Portfolio and SHOP.

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 operating segments are based on our internal reporting structure and property type and are aligned with how our CODM reviews the operating results to allocate resources and assess segment performance.

The CODM is our President and Chief Executive Officer.

Our two reportable segments are Medical Office and Life Science Portfolio and SHOP.

Our Medical Office and Life Science Portfolio segment primarily consists of medical office properties leased to medical providers and other medical related businesses, as well as life science properties primarily 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 on our behalf.

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.

The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to our CODM.

The CODM reviews operating and financial results, including net income (loss) and its components, to assess performance, allocate resources and guide strategic decisions.

The accounting policies of our reportable segments are the same as those described in Note 2.

The tables below present information about our segments.

For the Year Ended December 31, 2024

Office Portfolio SHOP

Non-Segment Consolidated

Medical Office and Life Science Portfolio SHOP

Rental income $ 213,320 $ — $ 213,320

Residents fees and services — 1,244,389 1,244,389

Total segment revenues 213,320 1,244,389 1,457,709

Reconciliation of revenue:

Other revenue (1)

Total revenues 1,495,427

Property operating expenses 97,964 1,075,091 1,096 1,174,151

Senior living labor and benefits — 630,998 630,998

Dietary — 85,620 85,620

Utilities 13,687 70,616 84,303

Real estate taxes 28,483 43,624 72,107

Insurance 3,000 41,066 44,066

Other operating expenses (2)

52,467 266,405 318,872

Interest expense 5,743 229 5,972

Depreciation and amortization 79,386 195,638 275,024

Other segment items (3)

97,222 — 97,222

Segment loss ( 66,668 ) ( 89,807 ) ( 156,475 )

Reconciliation of segment loss:

Other income (1)

General and administrative ( 26,518 )

Acquisition and certain other transaction related costs ( 2,510 )

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

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

(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 8,950

1 unchanged sentence

Loss on modification or early extinguishment of debt ( 324 )

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 ( 467 )

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

Equity in net earnings of an investee 9,147

Net loss $ ( 370,255 )

As of December 31, 2023

Office Portfolio SHOP Non-Segment Consolidated

Total assets $ 1,866,422 $ 3,134,978 $ 444,736 $ 5,446,136

(1) Revenue and net income from our triple net leased senior living communities and wellness centers that are leased to third party operators, which we do not consider to be sufficiently material to constitute a separate reportable segment.

(2) Other operating expenses for each reportable segment include expenses such as management fees, repairs and maintenance, cleaning and other costs incurred in connection with the operation of our properties.

(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees and interest and other income, as applicable.

For the Year Ended December 31, 2023

Office Portfolio SHOP Non-Segment Consolidated

Medical Office and Life Science Portfolio SHOP Total

Rental income $ 220,530 $ — $ 220,530

Residents fees and services — 1,151,908 1,151,908

Total segment revenues 220,530 1,151,908 1,372,438

Reconciliation of revenue:

Other revenue (1)

Total revenues 1,410,308

Property operating expenses 94,299 1,014,100 671 1,109,070

Senior living labor and benefits — 603,711 603,711

Dietary — 78,508 78,508

Utilities 13,918 69,280 83,198

Real estate taxes 29,445 44,476 73,921

Insurance 2,854 39,572 42,426

Other operating expenses (2)

51,747 239,544 291,291

Interest expense 449 551 1,000

Depreciation and amortization 98,205 175,926 274,131

Other segment items (3)

36,095 ( 40 ) 36,055

Segment loss ( 12,183 ) ( 99,620 ) ( 111,803 )

Reconciliation of segment loss:

Other income (1)

General and administrative ( 26,131 )

Acquisition and certain other transaction related costs ( 10,853 )

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

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

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

Gains on equity securities, net 8,126

Interest and other income 13,955

Interest expense ( 190,775 )

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 )

Income tax expense ( 445 )

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

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

As of December 31, 2022

Office Portfolio SHOP Non-Segment Consolidated

Total assets $ 1,967,244 $ 3,147,785 $ 887,064 $ 6,002,093

Net loss $ ( 293,572 )

For the Year Ended December 31, 2022

Office Portfolio SHOP Non-Segment Consolidated

Medical Office and Life Science Portfolio SHOP Total

Rental income $ 222,390 $ — $ 222,390

Residents fees and services — 1,022,826 1,022,826

Total segment revenues 222,390 1,022,826 1,245,216

Reconciliation of revenue:

Other revenue (1)

Total revenues 1,283,566

Property operating expenses 127,313 964,499 — 1,091,812

Senior living labor and benefits — 566,384 566,384

Dietary — 69,455 69,455

Utilities 13,555 66,470 80,025

Real estate taxes 29,037 44,436 73,473

Insurance 2,514 36,718 39,232

Other operating expenses (2)

49,193 230,637 279,830

Interest expense 913 1,534 2,447

Depreciation and amortization 76,007 151,930 227,937

Other segment items (3)

( 327,111 ) ( 5,149 ) ( 332,260 )

Segment income (loss) 378,282 ( 139,589 ) 238,693

Reconciliation of segment income (loss):

Other income (1)

General and administrative ( 26,435 )

Acquisition and certain other transaction related costs ( 2,605 )

Impairment of assets — ( 174 ) — ( 174 )

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

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

Losses on equity securities, net ( 25,660 )

2 unchanged sentences

Loss on modification or early extinguishment of debt ( 30,059 )

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

Income tax expense ( 710 )

Net income (loss) 581,247 ( 104,081 ) ( 297,240 ) 179,926

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

Net loss $ ( 15,774 )

As of December 31,

Office Portfolio SHOP Non-Segment Consolidated

2024 2023 2022

Medical Office and Life Science Portfolio $ 1,688,034 $ 1,866,422 $ 1,967,244

SHOP 3,084,101 3,134,978 3,147,785

All Other 364,870 444,736 887,064

Total assets $ 5,137,005 $ 5,446,136 $ 6,002,093

(1) See Note 3 for further information regarding additions to long-lived assets.

Our provision for income taxes consists of the following:

3 unchanged sentences

State 467 613 710

445 710 1,430

Federal — — —

23 unchanged sentences

thus we have provided a 100 % valuation allowance as of December 31, 2024 and 2023.

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 operations.

As of December 31, 2024, our consolidated TRSs had net operating loss carry forwards for federal income tax purposes of approximately $ 393,715 , which do not expire.

2 unchanged sentences

Income tax years subsequent to 2020 may be open to examination in some of the income tax jurisdictions in which we operate.

Weighted Average Common Shares (share amounts in thousands)

Weighted Average Common Shares

We calculate basic earnings per common share using the two class method.

30 unchanged sentences

Tatum Boulevard Phoenix AZ — 1,380 6,349 7,336 — ( 1,376 ) 1,628 12,061 13,689 4,348 9/30/2011 1987

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 (5)

4 unchanged sentences

17225 North Boswell Boulevard Sun City AZ — 1,189 10,569 6,147 — ( 979 ) 1,189 15,737 16,926 9,200 9/1/2012 1990

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

2500 North Rosemont Boulevard Tucson AZ — 4,429 26,119 12,564 — ( 3,498 ) 4,576 35,038 39,614 18,491 1/11/2002 1989

5 unchanged sentences

1350 South El Camino Real Encinitas CA — 1,510 18,042 4,682 — ( 130 ) 1,517 22,587 24,104 8,854 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

47071 Bayside Parkway (7)

Fremont CA 40,653 15,774 45,249 9,656 — — 15,774 54,905 70,679 4,664 7/27/2022 1991

47201 Lakeview Boulevard (5)

7 unchanged sentences

110 Sterling Court Roseville CA — 1,620 10,262 3,476 — ( 50 ) 1,620 13,688 15,308 5,453 3/31/2008 1998

16925 & 16916 Hierba Drive San Diego CA — 9,142 53,904 36,438 — ( 8,418 ) 9,180 81,886 91,066 38,091 1/11/2002 1987

3530 Deer Park Drive Stockton CA — 670 14,419 3,410 — — 682 17,817 18,499 7,206 3/31/2008 1999

877 East March Lane Stockton CA — 1,176 11,171 8,858 — ( 2,239 ) 1,411 17,555 18,966 8,466 9/30/2003 1988

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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 (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 (5)

10 unchanged sentences

5555 South Elati Street Littleton CO — 185 5,043 7,459 — ( 1,488 ) 191 11,008 11,199 6,453 12/28/1990 1965

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)

2 unchanged sentences

Wheat Ridge CO — 470 3,373 86 — — 475 3,454 3,929 1,271 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 38,400 — ( 1,580 ) 13,600 61,700 75,300 19,818 5/20/2009 1976

2141 K Street, NW Washington DC — 13,700 8,400 7,350 — ( 1,451 ) 13,700 14,299 27,999 5,100 12/22/2008 1966

255 Possum Park Road Newark DE — 2,010 11,852 14,103 — ( 1,903 ) 2,761 23,301 26,062 8,339 1/11/2002 1982

4175 Ogletown Stanton Rd Newark DE — 1,500 19,447 3,632 — ( 159 ) 1,563 22,857 24,420 9,203 3/31/2008 1998

1212 Foulk Road Wilmington DE — 1,179 6,950 10,870 — ( 1,460 ) 1,202 16,337 17,539 4,701 1/11/2002 1974

1912 Marsh Road Wilmington DE — 4,365 25,739 10,857 — ( 2,862 ) 4,431 33,668 38,099 17,660 1/11/2002 1988

2723 Shipley Road Wilmington DE — 869 5,126 13,168 — ( 1,934 ) 1,034 16,195 17,229 4,502 1/11/2002 1989

407 Foulk Road Wilmington DE — 38 227 2,838 — ( 531 ) 84 2,488 2,572 1,013 1/11/2002 1965

22601 Camino Del Mar Boca Raton FL — 3,200 46,800 15,886 — ( 3,902 ) 3,204 58,780 61,984 18,278 12/15/2011 1990

1325 S Congress Avenue Boynton Beach FL — 1,620 5,341 2,623 — ( 207 ) 1,628 7,749 9,377 2,274 7/27/2012 1985

1325 S Congress Avenue (7)

Boynton Beach FL 6,122 1,620 5,341 2,818 — ( 259 ) 1,628 7,892 9,520 2,661 7/27/2012 1985

1425 Congress Avenue Boynton Beach FL — 2,390 14,768 5,953 — ( 1,439 ) 2,390 19,282 21,672 6,565 8/9/2011 1994

1416 Country Club Blvd.

Cape Coral FL — 400 2,907 — — ( 173 ) 400 2,734 3,134 1,426 2/28/2003 1998

DIVERSIFIED HEALTHCARE TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2023

(dollars in thousands)

Initial Cost to Company Cost at December 31, 2023

Address City State Encumbrances (1)

Land Buildings,

Improvements &

Equipment Cost

Subsequent to

Acquisition Impairment Cost Basis Adjustment (2)

Land Buildings,

Improvements &

Equipment Total (3)

Depreciation (4)

Acquired Original

8500 Royal Palm Boulevard Coral Springs FL — 3,410 20,104 38,746 — ( 4,861 ) 3,421 53,978 57,399 24,453 1/11/2002 1984

15 unchanged sentences

Orlando FL — 135 532 454 — ( 107 ) 199 815 1,014 263 12/22/2008 1997

DIVERSIFIED HEALTHCARE TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2024

(dollars in thousands)

Initial Cost to Company Cost at December 31, 2024

Address City State Encumbrances (1)

Land Buildings,

Improvements &

Equipment Cost

Subsequent to

Acquisition Impairment Cost Basis Adjustment (2)

Land Buildings,

Improvements &

Equipment Total (3)

Depreciation (4)

Acquired Original

Alafaya Trail (5)

24 unchanged sentences

4500 South Stadium Drive Columbus GA — 294 3,505 1,235 — ( 225 ) 298 4,511 4,809 2,099 11/19/2004 1999

1352 Wellbrook Circle Conyers GA — 342 4,068 2,045 ( 1,366 ) ( 2,032 ) 206 2,851 3,057 598 11/19/2004 1997

1501 Milstead Road (7)

Conyers GA 4,898 750 7,796 1,191 — ( 116 ) 777 8,844 9,621 3,294 9/30/2010 2008

3875 Post Road Cumming GA — 954 12,796 1,589 — — 960 14,379 15,339 4,001 5/1/2015 2007

4960 Jot Em Down Road Cumming GA — 1,548 18,666 13,914 — ( 1,235 ) 3,416 29,477 32,893 8,853 8/1/2013 2011

5610 Hampton Park Drive Cumming GA — 3,479 14,771 991 — ( 938 ) 3,498 14,805 18,303 3,372 9/3/2015 2014

7955 Majors Road Cumming GA — 1,325 7,770 1,153 — ( 115 ) 1,325 8,808 10,133 2,531 5/1/2015 2009

2470 Dug Gap Road Dalton GA — 262 3,119 1,479 — ( 288 ) 262 4,310 4,572 2,008 11/19/2004 1997

101 West Ponce De Leon Avenue Decatur GA — 3,500 13,179 14,772 — — 3,500 27,951 31,451 5,408 5/30/2012 1992

2801 North Decatur Road (5)

Decatur GA — 3,100 4,436 3,584 — ( 519 ) 3,260 7,341 10,601 2,820 7/9/2008 1986

114 Penland Street Ellijay GA — 496 7,107 1,654 — ( 215 ) 496 8,546 9,042 2,700 10/1/2013 2008

353 North Belair Road Evans GA — 230 2,663 1,711 — ( 312 ) 230 4,062 4,292 1,828 11/19/2004 1998

1294 Highway 54 West Fayetteville GA — 853 9,903 1,686 — ( 148 ) 943 11,351 12,294 3,437 5/1/2015 1999

2435 Limestone Parkway Gainesville GA — 268 3,186 1,695 — ( 224 ) 268 4,657 4,925 2,123 11/19/2004 1998

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

3875 Post Road Cumming GA — 954 12,796 446 — — 960 13,236 14,196 3,610 5/1/2015 2007

4960 Jot Em Down Road Cumming GA — 1,548 18,666 13,418 — ( 1,057 ) 3,416 29,159 32,575 8,089 8/1/2013 2011

5610 Hampton Park Drive Cumming GA — 3,479 14,771 330 — ( 938 ) 3,498 14,144 17,642 3,010 9/3/2015 2014

7955 Majors Road Cumming GA — 1,325 7,770 1,107 — ( 115 ) 1,325 8,762 10,087 2,217 5/1/2015 2009

2470 Dug Gap Road Dalton GA — 262 3,119 1,434 — ( 133 ) 262 4,420 4,682 1,947 11/19/2004 1997

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 (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

353 North Belair Road Evans GA — 230 2,663 1,608 — ( 244 ) 230 4,027 4,257 1,694 11/19/2004 1998

1294 Highway 54 West Fayetteville GA — 853 9,903 1,542 — ( 148 ) 943 11,207 12,150 2,987 5/1/2015 1999

2435 Limestone Parkway Gainesville GA — 268 3,186 1,694 — ( 224 ) 268 4,656 4,924 1,941 11/19/2004 1998

3315 Thompson Bridge Road Gainesville GA — 934 30,962 4,085 — ( 472 ) 956 34,553 35,509 9,358 5/1/2015 1999

15 unchanged sentences

1250 West Central Road Arlington Heights IL — 3,665 32,587 19,477 — ( 2,717 ) 3,781 49,231 53,012 29,547 11/1/2012 1986

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 (5)

3 unchanged sentences

221 11th Avenue Moline IL — 161 7,244 1,852 — ( 136 ) 161 8,960 9,121 2,582 5/1/2015 2008

DIVERSIFIED HEALTHCARE TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2023

(dollars in thousands)

Initial Cost to Company Cost at December 31, 2023

Address City State Encumbrances (1)

Land Buildings,

Improvements &

Equipment Cost

Subsequent to

Acquisition Impairment Cost Basis Adjustment (2)

Land Buildings,

Improvements &

Equipment Total (3)

Depreciation (4)

Acquired Original

2700 14th Street Pekin IL — 171 11,475 1,073 — ( 549 ) 172 11,998 12,170 3,315 5/1/2015 2009

16 unchanged sentences

Carmel IN — 2,108 57,741 1,759 — ( 345 ) 2,133 59,130 61,263 15,811 5/1/2015 2008

DIVERSIFIED HEALTHCARE TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2024

(dollars in thousands)

Initial Cost to Company Cost at December 31, 2024

Address City State Encumbrances (1)

Land Buildings,

Improvements &

Equipment Cost

Subsequent to

Acquisition Impairment Cost Basis Adjustment (2)

Land Buildings,

Improvements &

Equipment Total (3)

Depreciation (4)

Acquired Original

701 East County Line Road (5)

6 unchanged sentences

1473 East McKay Road Shelbyville IN — 190 5,328 1,650 — ( 236 ) 190 6,742 6,932 2,606 9/1/2008 1999

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 1,739 — ( 492 ) 300 14,362 14,662 5,728 9/1/2008 2005

5 unchanged sentences

6555 West 75th Street Overland Park KS — 1,274 1,126 17,220 — ( 1,375 ) 1,487 16,758 18,245 8,581 10/25/2002 1985

115th Street Overland Park KS — 4,503 29,387 501 — — 4,537 29,854 34,391 4,494 1/3/2018 2006

981 Campbell Lane Bowling Green KY — 365 4,345 2,050 — ( 297 ) 365 6,098 6,463 2,803 11/19/2004 1999

3 unchanged sentences

Lexington KY 1,876 — 10,848 18,883 — ( 1,688 ) 42 28,001 28,043 14,297 1/11/2002 1985

DIVERSIFIED HEALTHCARE TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2023

(dollars in thousands)

Initial Cost to Company Cost at December 31, 2023

Address City State Encumbrances (1)

Land Buildings,

Improvements &

Equipment Cost

Subsequent to

Acquisition Impairment Cost Basis Adjustment (2)

Land Buildings,

Improvements &

Equipment Total (3)

Depreciation (4)

Acquired Original

700 Mason Headley Road (6)

7 unchanged sentences

549 Albany Street Boston MA — 4,576 45,029 — — — 4,569 45,036 49,605 12,765 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

4 Maguire Road (7)

Lexington MA 24,392 3,600 15,555 34,787 ( 7,255 ) ( 1,003 ) 3,884 41,800 45,684 9,329 12/22/2008 1994

100 Hampshire Street (5)

10 unchanged sentences

8100 Connecticut Avenue Chevy Chase MD — 15,170 92,830 19,983 — ( 4,772 ) 15,177 108,034 123,211 35,917 12/15/2011 1990

8220 Snowden River Parkway Columbia MD — 1,390 10,303 2,035 — — 1,390 12,338 13,728 4,483 3/31/2008 2001

700 Port Street Easton MD — 383 4,555 4,506 — ( 633 ) 394 8,417 8,811 3,751 10/25/2002 2000

3004 North Ridge Road Ellicott City MD — 1,409 22,691 14,819 — ( 2,730 ) 1,613 34,576 36,189 15,552 3/1/2004 1997

1820 Latham Drive Frederick MD — 385 3,444 2,158 — ( 444 ) 385 5,158 5,543 2,247 10/25/2002 1998

2100 Whittier Drive Frederick MD — 1,260 9,464 4,088 — ( 109 ) 1,260 13,443 14,703 4,771 3/31/2008 1999

10116 Sharpsburg Pike Hagerstown MD — 1,040 7,471 6,270 — ( 661 ) 1,044 13,076 14,120 4,780 3/31/2008 1999

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

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

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

8220 Snowden River Parkway Columbia MD — 1,390 10,303 2,460 — ( 73 ) 1,390 12,690 14,080 4,851 3/31/2008 2001

700 Port Street Easton MD — 383 4,555 4,651 — ( 692 ) 394 8,503 8,897 4,091 10/25/2002 2000

3004 North Ridge Road Ellicott City MD — 1,409 22,691 15,502 — ( 2,892 ) 1,613 35,097 36,710 17,136 3/1/2004 1997

1820 Latham Drive Frederick MD — 385 3,444 2,117 — ( 504 ) 385 5,057 5,442 2,468 10/25/2002 1998

2100 Whittier Drive Frederick MD — 1,260 9,464 3,940 — ( 109 ) 1,260 13,295 14,555 5,482 3/31/2008 1999

10116 Sharpsburg Pike Hagerstown MD — 1,040 7,471 6,426 — ( 735 ) 1,044 13,158 14,202 5,319 3/31/2008 1999

4000 Old Court Road Pikesville MD — 2,000 4,974 1,288 — ( 290 ) 2,125 5,847 7,972 2,411 12/22/2008 1987

715 Benfield Road Severna Park MD — 229 9,798 4,353 — ( 1,258 ) 246 12,876 13,122 6,381 10/25/2002 1998

14400 Homecrest Road Silver Spring MD — 1,200 9,288 11,768 — ( 1,628 ) 1,207 19,421 20,628 8,506 10/25/2002 1996

11855 Ulysses Street NE (5)

Blaine MN — 2,774 9,276 3,063 — ( 243 ) 2,781 12,089 14,870 3,232 12/21/2012 2007

8301 Golden Valley Road (5)

2 unchanged sentences

Golden Valley MN — 1,510 5,742 3,506 — — 1,572 9,186 10,758 2,641 2/10/2016 1998

8501 Golden Valley Road (5)

Golden Valley MN — 1,263 4,288 2,385 — — 1,324 6,612 7,936 1,750 2/10/2016 1998

1201 Northland Drive (5)

6 unchanged sentences

4166 Lexington Avenue N Shoreview MN — 1,300 4,547 1,578 — — 1,536 5,889 7,425 2,099 5/20/2011 1988

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 (5)

Paul MN — 400 3,608 99 — ( 402 ) 400 3,305 3,705 1,724 2/28/2003 1998

5351 Gretna Road Branson MO — 743 10,973 1,484 — ( 288 ) 754 12,158 12,912 3,396 5/1/2015 2002

5 unchanged sentences

3540 East Cherokee Street Springfield MO — 1,084 11,339 1,684 — ( 123 ) 1,129 12,855 13,984 3,737 5/1/2015 1996

4700 North Hanley Road St.

Louis MO — 5,166 41,587 150 — — 5,166 41,737 46,903 9,393 1/29/2015 2014

118 Alamance Road Burlington NC — 575 9,697 2,789 — ( 644 ) 575 11,842 12,417 4,063 6/20/2011 1998

1050 Crescent Green Drive Cary NC — 713 4,628 4,611 — ( 1,251 ) 713 7,988 8,701 3,897 10/25/2002 1999

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 3,431 — ( 1,185 ) 2,458 13,714 16,172 4,688 6/20/2011 1999

5 unchanged sentences

5213 South Alston Avenue Durham NC — 1,093 31,377 604 — — 1,093 31,981 33,074 7,929 1/29/2015 2010

2755 Union Road Gastonia NC — 1,104 17,834 1,766 — ( 1,133 ) 1,104 18,467 19,571 3,827 6/29/2016 1998

1001 Phifer Road Kings Mountain NC — 655 8,283 1,875 — ( 497 ) 657 9,659 10,316 3,029 6/23/2011 1998

128 Brawley School Road Mooresville NC — 595 7,305 1,766 — ( 467 ) 613 8,586 9,199 2,721 6/23/2011 1999

1309 , 1321, & 1325 McCarthy Boulevard New Bern NC — 1,245 20,898 3,309 — ( 507 ) 1,245 23,700 24,945 7,554 6/20/2011 2001/2005/2008

13150 & 13180 Dorman Road Pineville NC — 1,180 22,800 4,440 — ( 1,338 ) 1,180 25,902 27,082 9,008 11/17/2009 1998

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

2755 Union Road Gastonia NC — 1,104 17,834 2,574 — ( 1,233 ) 1,104 19,175 20,279 4,409 6/29/2016 1998

1001 Phifer Road Kings Mountain NC — 655 8,283 2,394 — ( 574 ) 657 10,101 10,758 3,402 6/23/2011 1998

128 Brawley School Road Mooresville NC — 595 7,305 2,394 — ( 467 ) 613 9,214 9,827 3,071 6/23/2011 1999

1309 , 1321, & 1325 McCarthy Boulevard New Bern NC — 1,245 20,898 4,511 — ( 507 ) 1,245 24,902 26,147 8,457 6/20/2011 2001/2005/2008

13150 & 13180 Dorman Road Pineville NC — 1,180 22,800 5,609 — ( 1,507 ) 1,180 26,902 28,082 9,881 11/17/2009 1998

801 Dixie Trail Raleigh NC — 3,233 17,788 2,546 — ( 1,114 ) 3,236 19,217 22,453 4,594 6/29/2016 1992

2744 South 17th Street Wilmington NC — 1,134 14,771 2,781 — ( 1,411 ) 1,139 16,136 17,275 3,945 4/18/2016 1998

1730 Parkwood Boulevard West Wilson NC — 610 14,787 3,016 — ( 465 ) 610 17,338 17,948 5,944 6/20/2011 2004/2006

2 unchanged sentences

3030 South 80th Street Omaha NE — 650 5,850 2,590 — ( 582 ) 650 7,858 8,508 3,502 6/3/2005 1992

490 Cooper Landing Road Cherry Hill NJ — 1,001 8,175 3,344 ( 6,080 ) ( 4,163 ) 2,240 37 2,277 — 12/29/2003 1999

1400 Route 70 Lakewood NJ — 4,885 28,803 20,948 — ( 3,220 ) 4,905 46,511 51,416 20,502 1/11/2002 1987

19 unchanged sentences

East Syracuse NY — 420 18,407 2,412 ( 3,144 ) ( 5,393 ) 676 12,026 12,702 2,172 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

200 Old County Road (7)

Mineola NY 21,796 4,920 24,056 17,942 — ( 1,406 ) 4,920 40,592 45,512 14,112 9/30/2011 1971

537 Riverdale Avenue Yonkers NY — 8,460 90,561 20,684 — ( 6,637 ) 8,464 104,604 113,068 31,830 8/31/2012 2000

9 unchanged sentences

242 Baltimore Pike Glen Mills PA — 1,001 8,233 4,473 — ( 382 ) 1,001 12,324 13,325 5,138 12/29/2003 2001

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 (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

20 Capital Drive (5)

Harrisburg PA — 397 9,333 36 — — 397 9,369 9,766 2,320 1/29/2015 2013

210 Mall Boulevard (7)

King of Prussia PA 3,184 1,540 4,743 2,841 — — 1,952 7,172 9,124 3,139 8/8/2008 1970

800 Manor Drive New Britain (Chalfont) PA — 979 8,052 3,619 — ( 440 ) 981 11,229 12,210 5,371 12/29/2003 1998

5750 Centre Avenue (7)

Pittsburgh PA 6,514 3,000 11,828 6,048 — ( 858 ) 3,788 16,230 20,018 6,754 6/11/2008 1991

730 Holiday Drive Pittsburgh PA — 2,480 6,395 6,164 — ( 1,500 ) 2,751 10,788 13,539 4,321 12/22/2010 1985

7 unchanged sentences

320 Seven Farms Drive Charleston SC — 1,092 6,605 1,908 — ( 570 ) 1,092 7,943 9,035 2,689 5/29/2012 1998

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 2,452 ( 2,593 ) ( 2,456 ) 417 4,926 5,343 795 11/17/2009 2002

11 unchanged sentences

2306 Riverbank Drive Orangeburg SC — 303 3,607 2,024 — ( 436 ) 303 5,195 5,498 2,421 11/19/2004 1999

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 1,675 — ( 417 ) 396 5,972 6,368 2,914 11/19/2004 2000

8 unchanged sentences

1085 Hartsville Pike Gallatin TN — 280 3,327 2,449 — ( 284 ) 282 5,490 5,772 2,385 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 2,034 — ( 300 ) 299 5,236 5,535 2,181 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

550 Deer View Way Jefferson City TN — 940 8,057 2,709 — ( 323 ) 948 10,435 11,383 3,159 10/15/2013 2001

10914 Kingston Pike Knoxville TN — 613 12,410 1,615 — — 613 14,025 14,638 3,266 6/29/2018 2008

1 unchanged sentence

100 Chatuga Drive West Loudon TN — 580 16,093 33,430 — ( 100 ) 580 49,423 50,003 6,447 1/19/2018 2003

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 18,728 — ( 1,545 ) 750 23,933 24,683 8,159 6/3/2005 1979

16 unchanged sentences

777 North Post Oak Road Houston TX — 5,537 32,647 40,042 — ( 5,535 ) 5,540 67,151 72,691 30,149 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 (5)

7 unchanged sentences

18302 Talavera Ridge San Antonio TX — 6,855 30,630 2,933 — — 6,855 33,563 40,418 7,686 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

21 Spurs Lane (7)

San Antonio TX 12,441 3,141 23,142 6,886 — ( 263 ) 3,211 29,695 32,906 7,924 4/10/2014 2006

311 West Nottingham Place San Antonio TX — 4,283 25,256 18,945 — ( 4,345 ) 4,359 39,780 44,139 19,701 1/11/2002 1989

5 unchanged sentences

Clear Brook VA — 3,775 21,768 — — — 3,775 21,768 25,543 5,397 1/29/2015 2013

4001 Fair Ridge Drive (5)

Fairfax VA — 2,500 7,147 3,932 — ( 370 ) 2,646 10,563 13,209 4,344 12/22/2008 1990

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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 2,888 — ( 1,168 ) 287 10,200 10,487 5,171 10/25/2002 1998

41 unchanged sentences

Sheboygan WI — 1,400 35,168 — — — 1,400 35,168 36,568 13,408 9/30/2009 1986

1125 N Edge Trail Verona WI — 1,365 9,581 2,241 — ( 565 ) 1,372 11,250 12,622 3,402 11/1/2013 2001

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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 (5)

Wauwatosa WI — 2,300 6,245 — — — 2,300 6,245 8,545 2,381 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

1901 Howell Avenue Worland WY — 132 2,508 5,502 — ( 649 ) 132 7,361 7,493 3,178 12/30/1993 1970

Total $ 129,802 $ 588,857 $ 4,398,946 $ 1,931,660 $( 117,973 ) $( 378,238 ) $ 605,973 $ 5,817,279 $ 6,423,252 $ 2,082,777

Property Held for Sale — 1,900 12,858 1,943 ( 2,790 ) ( 4,534 ) 1,464 7,913 9,377 —

Properties Held for Sale — 27,336 263,994 176,590 ( 42,029 ) ( 37,789 ) 27,261 360,841 388,102 126,719

Grand Total $ 129,802 $ 616,193 $ 4,662,940 $ 2,108,250 $( 160,002 ) $( 416,027 ) $ 633,234 $ 6,178,120 $ 6,811,354 $ 2,209,496

16 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)

19 unchanged sentences

/s/ Christopher J.

Bilotto President and Chief Executive Officer February 26, 2024

Bilotto Managing Trustee, President and Chief Executive Officer (principal executive officer) February 25, 2025

Christopher J.

2 unchanged sentences

(principal financial and accounting officer) February 25, 2025

/s/ Jennifer F.

Francis Managing Trustee February 26, 2024

Harrington Independent Trustee February 25, 2025

3 unchanged sentences

Lisa Harris Jones

Neher Independent Trustee February 25, 2025

Portnoy Managing Trustee February 25, 2025

2 unchanged sentences

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