DIVERSIFIED HEALTHCARE TRUST 10-K

Item 9A. Controls and Procedures. As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective. There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management Report on Assessment of Internal Control Over Financial Reporting. We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework). Based on this assessment, we believe that, as of December 31, 2024, our internal control over financial reporting is effective. Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2024 Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. The report appears elsewhere herein. Item 9B. Other Information. During the three months ended December 31, 2024, none of our Trustees and officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. We have a Code of Conduct that applies to our officers and Trustees. Our Code of Conduct is posted on our website, www.dhcreit.com . A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to our Secretary, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Conduct 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. 80 Table of Contents Item 11. Executive Compensation. The information required by Item 11 is incorporated by reference to our definitive Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Equity Compensation Plan Information. We may award common shares to our officers and other employees of RMR under our Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan. In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2012 Plan. The terms of awards made under the 2012 Plan are determined by the Compensation Committee of our Board of Trustees at the time of the awards. The following table is as of December 31, 2024: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under our equity compensation plan excluding securities reflected in column (a) Plan Category (a) (b) (c) Equity compensation plans approved by securityholders—2012 Plan None. None. 1,090,392 (1) Equity compensation plan not approved by securityholders None. None. None. Total None. None. 1,090,392 (1) (1) Consists of common shares available for issuance pursuant to the terms of the 2012 Plan. Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan. Payments by us to RMR employees are described in Notes 5 and 8 to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 13 is incorporated by reference to our definitive Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by Item 14 is incorporated by reference to our definitive Proxy Statement. 81 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Index to Financial Statements and Financial Statement Schedules The following consolidated financial statements and financial statement schedules of Diversified Healthcare Trust are included on the pages indicated: Page Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 1 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Comprehensive Income (Lo ss) for each of the three years in the period ended December 31, 2024 F- 5 Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2024 F- 6 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2024 F- 7 Notes to Consolidated Financial Statements F- 9 Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2024 S- 1 All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted. 82 Table of Contents (b) Exhibits Exhibit Number Description 3.1 Composite Copy of Articles of Amendment and Restatement, dated September 20, 1999, as amended to date. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.) 3.2 Articles Supplementary, dated May 11, 2000. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.) 3.3 Articles Supplementary, dated June 30, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2017.) 3.4 Articles Supplementary, dated May 19, 2020. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 20, 2020.) 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. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 2, 2020.) 4.2 Indenture, dated as of December 20, 2001, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor trustee to State Street Bank and Trust Company). (Incorporated by reference to the Company’s Registration Statement on Form S-3, File No. 333-76588.) 4.3 Supplemental Indenture No. 7, dated as of July 20, 2012, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 5.625% Senior Notes due 2042, including form thereof. (Incorporated by reference to the Company’s Registration Statement on Form 8-A filed on July 20, 2012.) 4.4 Indenture, dated as of February 18, 2016, between the Company 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 Current Report on Form 8-K filed on February 18, 2016.) 4.5 First Supplemental Indenture, dated as of February 18, 2016, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 6.25% Senior Notes due 2046, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2016.) 4.6 Second Supplemental Indenture, dated as of February 12, 2018, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 4.75% Senior Notes due 2028, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.) 4.7 Third Supplemental Indenture, dated as of June 2, 2020, 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, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 5, 2020.) 4.8 Supplemental Indenture, dated as of March 5, 2021, 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, 2021.) 4.9 Supplemental Indenture, dated as of September 9, 2022, 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 September 30, 2022.) 4.10 Supplemental Indenture, dated as of November 22, 2022, 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 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. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 4.375% Senior Notes due 2031, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.) 83 Table of Contents 4.13 Supplemental Indenture, dated as of March 5, 2021, 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, 2021.) 4.14 Supplemental Indenture, dated as of September 9, 2022, 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 September 30, 2022.) 4.15 Supplemental Indenture, dated as of November 22, 2022, 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 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. Bank Trust Company, National Association. (Incorporated by reference to the Company's Current Report on Form 8-K filed on December 22, 2023.) 4.18 Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust) and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 4.19 Description of Securities. (Filed herewith.) 8.1 Opinion of Sullivan & Worcester LLP as to certain tax matters. (Filed herewith.) 10.1 Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.) 10.2 First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.) 10.3 Third Amended and Restated Property Management Agreement, dated as of June 9, 2021, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2021.) 10.4 Diversified Healthcare Trust Amended and Restated 2012 Equity Compensation Plan.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 6, 2022.) 10.5 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.) 10.6 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.) 10.7 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.) 10.8 Form of Indemnification Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended 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. 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, 2021.) 10.10 Release of Certain Guarantors, dated as of January 28, 2022, 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 Annual Report on Form 10-K for the year ended December 31, 2021.) 10.11 Release of Certain Guarantors, dated as of October 12, 2023, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.) 10.12 Release of Certain Guarantors, dated as of December 21, 2023, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.) 84 Table of Contents 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. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.) 10.16 Release of Certain Guarantors, dated as of October 12, 2023, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.) 10.17 Release of Certain Guarantors, dated as of December 21, 2023, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s 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. and certain of its subsidiaries. (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. for the benefit of certain subsidiaries of the Company. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2021.) 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.) 21.1 Subsidiaries of the Company. (Filed herewith.) 22.1 List of Subsidiary Guarantors. (Incorporated by reference to the Company’s Registration Statement on Form S-3, File No. 333-280352.) 23.1 Consent of Deloitte & Touche LLP. (Filed herewith.) 23.2 Consent of Sullivan & Worcester LLP. (Contained in Exhibit 8.1.) 31.1 Rule 13a-14(a) Certification. (Filed herewith.) 31.2 Rule 13a-14(a) Certification. (Filed herewith.) 32.1 Section 1350 Certification. (Furnished herewith.) 97.1 Clawback Policy. (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. 101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.) 85 Table of Contents 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) 101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) 104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.) (+) Management contract or compensatory plan or arrangement. 86 Table of Contents Item 16. Form 10-K Summary. None. 87 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of Diversified Healthcare Trust Opinion on 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Properties - Refer to Note 3 to the financial statements Critical Audit Matter Description The Company's real estate properties are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate property may not be recoverable. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company's decision to dispose of a property before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of a property. If indicators of impairment are identified for any real estate property, the Company evaluates the recoverability of that real estate property by comparing undiscounted future cash flows expected to be generated by the real estate property over the Company's expected remaining hold period to the respective carrying amount. The Company's undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates. F-1 Table of Contents We identified the impairment of real estate properties as a critical audit matter, specifically the significant estimates and assumptions management makes to evaluate the recoverability of real estate properties. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management's undiscounted future cash flows analysis which are sensitive to future market or industry considerations. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the undiscounted cash flows analysis for each real estate property or group of properties with possible impairment indicators included the following among others: • We tested the effectiveness of controls over management's evaluation of the recoverability of real estate properties, including the key assumptions utilized in estimating the undiscounted future cash flows. • We evaluated the undiscounted cash flow analysis including estimates of expected remaining hold period, market rents, and terminal capitalization rates for each real estate property or group of properties with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) comparing management's projections to external market sources and evidence obtained in other areas of our audit. • We evaluated the reasonableness of management's undiscounted future cash flows analysis by developing an independent expectation of future undiscounted cash flows based on third party market data and compared that independent estimate to the carrying amount of the real estate property or group of properties with possible indicators of impairment. We compared our analysis of the recoverability of the real estate property or group of properties to the Company's analysis. • We made inquiries of management about the current status of potential transactions and about management's judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties. /s/ Deloitte & Touche LLP Boston, Massachusetts February 25, 2025 We have served as the Company's auditor since 2020. F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of Diversified Healthcare Trust Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Diversified Healthcare Trust (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 25, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts February 25, 2025 F-3 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share data) December 31, 2024 2023 ASSETS Real estate properties: Land $ 605,973 $ 652,977 Buildings and improvements 5,817,279 6,165,490 Total real estate properties, gross 6,423,252 6,818,467 Accumulated depreciation ( 2,082,777 ) ( 2,020,843 ) Total real estate properties, net 4,340,475 4,797,624 Investments in unconsolidated joint ventures 126,859 129,916 Assets of properties held for sale 276,270 9,447 Cash and cash equivalents 144,584 245,939 Restricted cash 5,270 1,022 Equity method investment 24,590 — Due from affiliates 4,057 6,081 Acquired real estate leases and other intangible assets, net 26,300 33,948 Other assets, net 188,600 222,159 Total assets $ 5,137,005 $ 5,446,136 LIABILITIES AND SHAREHOLDERS' EQUITY Senior secured notes, net $ 826,974 $ 731,211 Senior unsecured notes, net 1,957,319 2,072,618 Secured debt and finance leases, net 126,611 13,020 Liabilities of properties held for sale 6,024 32 Accrued interest 23,092 22,847 Due to affiliates 8,989 7,061 Other liabilities 229,153 262,456 Total liabilities 3,178,162 3,109,245 Commitments and contingencies Shareholders' equity: Common shares of beneficial interest, $ .01 par value: 300,000,000 shares authorized, 241,271,703 and 240,423,898 shares issued and outstanding, respectively 2,413 2,405 Additional paid in capital 4,620,313 4,618,470 Cumulative net income 1,408,023 1,778,278 Cumulative other comprehensive loss ( 17 ) — Cumulative distributions ( 4,071,889 ) ( 4,062,262 ) Total shareholders' equity 1,958,843 2,336,891 Total liabilities and shareholders' equity $ 5,137,005 $ 5,446,136 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (amounts in thousands, except per share data) Year Ended December 31, 2024 2023 2022 Revenues: Rental income $ 251,038 $ 258,400 $ 260,740 Residents fees and services 1,244,389 1,151,908 1,022,826 Total revenues 1,495,427 1,410,308 1,283,566 Expenses: Property operating expenses 1,236,542 1,174,151 1,109,070 Depreciation and amortization 284,957 284,083 239,280 General and administrative 26,518 26,131 26,435 Acquisition and certain other transaction related costs 2,510 10,853 2,605 Impairment of assets 70,734 18,380 — Total expenses 1,621,261 1,513,598 1,377,390 (Loss) gain on sale of properties ( 18,938 ) 1,205 321,862 Gains and losses on equity securities, net — 8,126 ( 25,660 ) Interest and other income 8,950 15,536 15,929 Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 103,437 , $ 11,811 and $ 8,658 , respectively) ( 235,239 ) ( 191,775 ) ( 209,383 ) Loss on modification or early extinguishment of debt ( 324 ) ( 2,468 ) ( 30,043 ) 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 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 $ ( 1.55 ) $ ( 1.23 ) $ ( 0.07 ) The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (dollars in thousands) Number of Shares Common Shares Additional Paid In Capital Cumulative 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 loss — — — ( 15,774 ) — — ( 15,774 ) Distributions — — — — — ( 9,568 ) ( 9,568 ) Share grants 847,000 8 1,737 — — — 1,745 Share repurchases ( 133,752 ) ( 1 ) ( 170 ) — — — ( 171 ) Share forfeitures ( 13,300 ) — ( 11 ) — — — ( 11 ) Balance at December 31, 2022: 239,694,842 2,397 4,617,031 2,071,850 — ( 4,052,667 ) 2,638,611 Net loss — — — ( 293,572 ) — — ( 293,572 ) Distributions — — — — — ( 9,595 ) ( 9,595 ) Share grants 960,000 9 1,841 — — — 1,850 Share repurchases ( 184,344 ) ( 1 ) ( 392 ) — — — ( 393 ) Share forfeitures ( 46,600 ) — ( 10 ) — — — ( 10 ) Balance at December 31, 2023: 240,423,898 2,405 4,618,470 1,778,278 — ( 4,062,262 ) 2,336,891 Net loss — — — ( 370,255 ) — — ( 370,255 ) Equity in unrealized losses of an investee — — — — ( 17 ) — ( 17 ) Distributions — — — — — ( 9,627 ) ( 9,627 ) Share grants 1,141,026 12 2,743 — — — 2,755 Share repurchases ( 268,221 ) ( 4 ) ( 900 ) — — — ( 904 ) Share forfeitures ( 25,000 ) — — — — — — Balance at December 31, 2024: 241,271,703 $ 2,413 $ 4,620,313 $ 1,408,023 $ ( 17 ) $ ( 4,071,889 ) $ 1,958,843 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS ( dollars in thousands) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM 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 Net amortization of debt premiums, discounts and issuance costs 103,437 11,811 8,658 Straight line rental income ( 1,445 ) 1,095 ( 8,916 ) 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 — Loss (gain) on sale of properties 18,938 ( 1,205 ) ( 321,862 ) Gains and losses on equity securities, net — ( 8,126 ) 25,660 Other non-cash adjustments, net ( 1,025 ) ( 1,932 ) ( 2,038 ) Unconsolidated joint venture distributions 1,231 5,100 8,769 Equity in net (earnings) losses of investees ( 1,597 ) 20,461 ( 6,055 ) Change in assets and liabilities: Deferred leasing costs, net ( 3,578 ) ( 9,834 ) ( 7,874 ) Other assets 16,672 10,672 10,946 Accrued interest 245 ( 6,570 ) ( 428 ) Other liabilities ( 6,521 ) ( 22,106 ) ( 1,007 ) Net cash provided by (used in) operating activities 112,223 10,483 ( 40,353 ) CASH FLOWS FROM INVESTING ACTIVITIES: Real estate acquisitions and deposits — — ( 75,105 ) Real estate improvements ( 201,702 ) ( 235,007 ) ( 299,387 ) Proceeds from sale of properties, net 34,167 18,356 822 Proceeds from sale of properties to joint venture, net — — 638,488 Proceeds from sale of interest in joint venture, net — — 108,424 Proceeds from insurance recoveries 1,698 534 14,466 Investment in AlerisLife Inc. ( 15,459 ) — — Proceeds from AlerisLife Inc. tender offer — 14,006 — 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 secured notes, net — 750,001 — 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 other debt ( 3,218 ) ( 17,049 ) ( 39,067 ) Loss on early extinguishment of debt settled in cash — ( 978 ) ( 24,375 ) Payment of debt issuance costs ( 8,562 ) ( 21,699 ) ( 2,817 ) Repurchase of common shares ( 904 ) ( 393 ) ( 171 ) Distributions to shareholders ( 9,627 ) ( 9,595 ) ( 9,568 ) 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 Cash and cash equivalents and restricted cash at end of period $ 149,854 $ 246,961 $ 688,302 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents DIVERSIFIED HEALTHCARE TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) ( dollars in thousands) Year Ended December 31, 2024 2023 2022 SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ 131,557 $ 186,534 $ 201,153 Income taxes paid $ 484 $ 677 $ 935 NON-CASH INVESTING ACTIVITIES: 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 Supplemental disclosure of cash and cash equivalents and restricted cash: The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within our consolidated balance sheets to the amount shown in our consolidated statements of cash flows: As of December 31, 2024 2023 2022 Cash and cash equivalents $ 144,584 $ 245,939 $ 658,065 Restricted cash (1) 5,270 1,022 30,237 Total cash and cash equivalents and restricted cash shown in our consolidated statements of cash flows $ 149,854 $ 246,961 $ 688,302 (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. The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents DIVERSIFIED HEALTHCARE TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands, except per share data or as otherwise stated) Note 1. Business Diversified Healthcare Trust is a real estate investment trust, or REIT, organized under Maryland law, which owns medical office and life science properties, senior living communities and other healthcare related properties throughout the United States. As of December 31, 2024, we owned 367 properties located in 36 states and Washington, D.C. 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. Note 2. Summary of Significant Accounting Policies BASIS OF PRESENTATION. Our consolidated financial statements include the accounts of Diversified Healthcare Trust, we, us or our, and our subsidiaries, all of which are 100 % owned directly or indirectly by us as of December 31, 2024. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. REAL ESTATE PROPERTIES. We record properties at our cost and calculate depreciation on real estate investments on a straight line basis over estimated useful lives generally up to 40 years. We allocate the purchase prices of our properties to land, building and improvements based on determinations of the fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of depreciable useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. We allocate a portion of the purchase price to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. The terms of below market leases that include bargain renewal options, if any, are further adjusted if we determine that renewal is probable. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant's lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to our consolidated financial statements. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amount over the estimated life of the relationships. We amortize capitalized above market lease values (included in acquired real estate leases and other intangible assets, net in our consolidated balance sheets) as a reduction to rental income over the remaining non-cancelable terms of the respective leases. 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. 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. F-9 Table of Contents 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: December 31, 2024 2023 Acquired real estate leases: Capitalized above market lease values $ 2,846 $ 3,804 Less: accumulated amortization ( 2,324 ) ( 3,001 ) Capitalized above market lease values, net 522 803 Lease origination value 66,731 88,569 Less: accumulated amortization ( 40,953 ) ( 55,424 ) Lease origination value, net 25,778 33,145 Acquired real estate leases and other intangible assets, net $ 26,300 $ 33,948 Assumed real estate lease obligations: Capitalized below market lease values $ 1,600 $ 2,340 Less: accumulated amortization ( 1,305 ) ( 1,872 ) Assumed real estate lease obligations, net $ 295 $ 468 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 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. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. RESTRICTED CASH. Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties. Prior to our repayment in full of the $ 450,000 outstanding under our then secured credit facility and termination of our credit agreement in December 2023, restricted cash also consisted of amounts held as collateral pursuant to our credit agreement. 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 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. 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, 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. F-10 Table of Contents DEFERRED LEASING COSTS. Deferred leasing costs include capitalized brokerage costs and inducements associated with the successful negotiation of leases. We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction in rental income, on a straight line basis over the terms of the respective leases. Deferred leasing costs are included in other assets, net in our consolidated balance sheets. Deferred leasing costs totaled $ 59,286 and $ 62,980 at December 31, 2024 and 2023, respectively, and accumulated amortization of deferred leasing costs totaled $ 22,377 and $ 19,985 at December 31, 2024 and 2023, respectively. 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, 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. We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements. Our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. 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 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. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations. For the years ended December 31, 2024, 2023 and 2022, we recognized the rental income from our operating leases on a straight line basis over the term of each lease agreement. We recognized percentage rents when realizable and earned, which was generally during the fourth quarter of the year. 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 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 F-11 Table of Contents senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our consolidated balance sheets. As of December 31, 2024, we owned 232 senior living communities that are managed by third party managers for our account. We derive our revenues at these managed senior living communities primarily from services our managers provide to residents on our behalf and we record revenues when the services are provided. We use the 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. Department of Health and Human Services established a Provider Relief Fund. Subsequently, the American Rescue Plan Act, or ARPA, was enacted. Retention and use of the funds received under the CARES Act and ARPA are subject to certain terms and conditions. The terms and conditions require that the funds be utilized to compensate for lost revenues that are attributable to the COVID-19 pandemic and for eligible costs to prevent, prepare for and respond to the COVID-19 pandemic that are not covered by other sources. Further, fund recipients are required to be participating in Medicare at the time of distribution and are subject to certain other terms and conditions, including quarterly reporting requirements. In addition, fund recipients are required to have billed Medicare during 2019 and to continue to provide care after January 31, 2020 for diagnosis, testing or care for individuals with possible or actual COVID-19 cases. Any funds not used in accordance with the terms and conditions must be returned. 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, 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. We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial interest, $ .01 par value, or our common shares, outstanding during the period. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. 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. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We do, however, lease our managed senior living communities to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated federal corporate income tax return and are subject to federal and state income taxes. Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state income taxes we incur despite our taxation as a REIT. Our current income tax expense (or benefit) fluctuates from period to period based primarily on the timing of our income, including gains on the disposition of properties or losses in a particular quarter. The Income Taxes Topic of the Codification prescribes how we should recognize, measure and present in our 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 consolidated financial statements as a component of general and administrative expense. USE OF ESTIMATES. 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. Significant estimates in the consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles. SEGMENT REPORTING. 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 Medical Office and Life Science Portfolio, and SHOP. See Note 11 for further information regarding our reportable operating segments. F-12 Table of Contents RECENT ACCOUNTING PRONOUNCEMENTS. 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. ASU No. 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. ASU No. 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. 2023-09; 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, 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, 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. ASU No. 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. Note 3. Real Estate Investments 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 State Type of Property Number of Properties Square Feet Cash Paid (1) Land Buildings and Improvements Acquired Real Estate Leases Acquisitions during the year ended December 31, 2024: We did not acquire any properties during the year ended December 31, 2024. Acquisitions during the year ended December 31, 2023: We did not acquire any properties during the year ended December 31, 2023. Acquisitions during the year ended December 31, 2022: (2) July 2022 California Life Science 1 88,508 $ 75,105 $ 15,774 $ 45,249 $ 14,082 (1) Cash paid includes closing costs. (2) We have accounted for our 2022 acquisition as an acquisition of assets. We funded this acquisition using cash on hand. Impairment: We regularly evaluate our assets for indicators of impairment. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are present, we evaluate the carrying value of the affected assets by F-13 Table of Contents 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 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. During 2023, we also recorded impairment charges of $ 4,346 to adjust the carrying values of two senior living communities to their aggregate estimated fair value. We sold one of these senior living communities in 2023. These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss). Dispositions: 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 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. ft. $ 3,600 $ ( 5,874 ) June 2024 Texas Medical Office 1 94,137 sq. ft. 4,200 ( 13,213 ) July 2024 Illinois and Minnesota Medical Office 2 205,673 sq. ft. 21,275 111 November 2024 Kansas Life Science 1 239,366 sq. ft. 6,600 38 5 $ 35,675 $ ( 18,938 ) Dispositions during the year ended December 31, 2023: February 2023 Pennsylvania and South Carolina Senior Living 3 — units (1) $ 2,800 $ 293 October 2023 Pennsylvania Medical Office 1 30,866 sq. ft. 1,800 15 October 2023 Tennessee Senior Living 1 — units (1) 2,830 627 October 2023 Maryland Life Science 1 58,880 sq. ft. 6,200 ( 360 ) November 2023 Virginia Senior Living 1 — units (1) 1,800 945 December 2023 South Carolina Medical Office 1 115,108 sq. ft. 3,450 ( 1,255 ) 8 $ 18,880 $ 265 Dispositions during the year ended December 31, 2022: We did not dispose of any properties during the year ended December 31, 2022. (1) These communities were closed prior to their respective dispositions. During the year ended December 31, 2023, we recognized a gain of $ 940 related to the sales of skilled nursing bed licenses at certain of our senior living communities. We classify all properties as held for sale in our consolidated balance sheets that meet the applicable criteria for that treatment as set forth in the Property, Plant and Equipment Topic of the Codification. As of December 31, 2024, we had 32 properties classified as held for sale as follows: F-14 Table of Contents 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 32 $ 261,383 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: 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 . F-15 Table of Contents Other: In September 2022, certain of our managed senior living communities located in Florida experienced hurricane related damage. We carry comprehensive property, casualty, flood and business interruption insurances that we anticipate will cover our losses at these senior living communities, subject to a deductible. During the year ended December 31, 2022, we incurred total losses of $ 11,253 related to the property damage sustained and deductible incurred. For the year ended December 31, 2022, we recognized a loss of $ 7,635 for the involuntary conversion of nonmonetary assets and wrote off a portion of the net book value of the damaged assets and included this amount in our consolidated statements of comprehensive income (loss). 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 comprehensive income (loss). 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. 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, 2024 Number of Properties State Square Feet Seaport Innovation LLC 10 % $ 81,949 1 MA 1,134,479 The LSMD Fund REIT LLC 20 % 44,910 10 CA, MA, NY, TX, WA 1,068,763 $ 126,859 11 2,203,242 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) 3.53 % 11/6/2028 $ 620,000 Mortgage Notes Payable (secured by nine properties in five states) (4) 3.46 % 2/11/2032 189,800 Mortgage Notes Payable (secured by one property in California) (4)(5) 6.38 % 2/9/2025 266,825 Weighted Average / Total 4.22 % $ 1,076,625 (1) Amounts are not adjusted for our minority equity interest. (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. (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 (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. 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 (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 % F-16 Table of Contents 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. 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. Note 4. Leases We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements. Our leases provide for base rent payments and, in addition, may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. 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. We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 48,873 , $ 51,367 and $ 47,669 for the years ended December 31, 2024, 2023 and 2022, respectively, of which tenant reimbursements totaled $ 45,255 , $ 48,215 and $ 44,470 , respectively. F-17 Table of Contents The following table presents our operating lease maturity analysis, excluding lease payments from properties classified as held for sale, if any, as of December 31, 2024: Year Amount 2025 $ 170,570 2026 165,463 2027 145,436 2028 124,635 2029 107,135 Thereafter 455,731 Total $ 1,168,970 Right of Use Asset and Lease Liability . 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 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. The right of use assets and related lease liabilities are included within other assets, net and other liabilities , respectively, within our consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our consolidated balance sheets. Note 5. Shareholders' Equity 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, 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 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 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. F-18 Table of Contents A summary of shares awarded, forfeited, vested and unvested under the terms of the 2012 Plan from January 1, 2022 to December 31, 2024 is as follows: Number of Shares Weighted Average Award Date Fair Value Unvested shares at December 31, 2021 845,620 $ 4.07 Shares awarded in 2022 847,000 $ 1.44 Shares vested / forfeited in 2022 ( 576,620 ) $ 3.24 Unvested shares at December 31, 2022 1,116,000 $ 2.50 Shares awarded in 2023 960,000 $ 2.24 Shares vested / forfeited in 2023 ( 847,800 ) $ 2.53 Unvested shares at December 31, 2023 1,228,200 $ 2.28 Shares awarded in 2024 1,141,026 $ 3.14 Shares vested / forfeited in 2024 ( 1,049,225 ) $ 2.54 Unvested shares at December 31, 2024 1,320,001 $ 2.80 The 1,320,001 unvested shares as of December 31, 2024 are scheduled to vest as follows: Unvested Shares 2025 461,850 2026 384,657 2027 297,450 2028 176,044 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. 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: Annual Per Characterization of Distribution Share Total Ordinary Capital Return of Year Distribution Distribution Income Gain Capital 2024 $ 0.04 $ 9,627 — % — % 100.0 % 2023 $ 0.04 $ 9,595 — % — % 100.0 % 2022 $ 0.04 $ 9,568 — % 14.0 % 86.0 % 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. F-19 Table of Contents Note 6. Senior Living Community Management Agreements Our managed senior living communities are operated by third parties pursuant to management agreements. 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. 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. Five Star may receive an annual incentive fee equal to 15 % of the amount by which the annual EBITDA of all communities on a combined basis exceeds the target EBITDA for all communities on a combined basis for such calendar year. The target EBITDA for those senior living communities on a combined basis is increased annually based on the greater of the annual increase of the consumer price index, or CPI, or 2 %, plus 6 % of any capital investments funded at the managed senior living communities on a combined basis in excess of the target capital investment. Unless otherwise agreed, the target capital investment increases annually based on the greater of the annual increase of CPI or 2 %. Any senior living communities that are undergoing a major renovation or repositioning are excluded from the calculation of the incentive fee. The Master Management Agreement expires in 2036, subject to Five Star's right to extend for two consecutive five year terms if Five Star achieves certain performance targets for the combined managed communities portfolio, unless earlier terminated. Pursuant to the Master Management Agreement, beginning in 2025, we have the right to terminate up to 10 % of the senior living communities that Five Star is continuing to manage, based on total revenues per year for failure to meet 80 % of a target EBITDA for the applicable period. In connection with ABP Trust’s acquisition of AlerisLife on March 20, 2023, we amended the Master Management Agreement to eliminate any change of control default or event of default provisions effective upon the consummation of the AlerisLife acquisition by ABP Trust. See Note 8 for further information regarding ABP Trust’s acquisition of AlerisLife. In 2021, we completed the transition of 107 of the 108 senior living communities, containing 7,340 living units, from Five Star to other third party managers. 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. Five Star managed 118 , 119 and 119 of our senior living communities as of December 31, 2024, 2023 and 2022, respectively. We lease our senior living communities that are managed by Five Star to our TRSs, and Five Star manages these communities pursuant to the Master Management Agreement. Effective October 31, 2022, Five Star ceased managing an active adult community we own located in Plano, TX, and RMR assumed management of that community pursuant to our property management agreement with RMR. We paid Five Star a termination fee of $ 350 in connection with the termination of Five Star's management of this community. 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, 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. 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 $ 0 , $ 1,213 and $ 6,289 for the years ended December 31, 2024, 2023 and 2022, F-20 Table of Contents 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. We and Five Star terminated our management agreements for these senior living communities in connection with these sales. See Note 3 for further information regarding these sales. 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. As of December 31, 2024, 2023 and 2022, respectively, our other third party managers managed 114 , 113 and 111 of our senior living communities. The terms of the management agreements with the other third party managers are generally as follows: the other third party managers will receive a management fee equal to 5 % to 6 % of the gross revenues realized at the applicable senior living communities plus reimbursement for direct costs and expenses related to such communities. These agreements generally also provide for the other third party managers to earn a minimum base fee for a portion of the term of the agreement. Additionally, the other third party managers have the ability to earn incentive fees equal to 15 % to 25 % of the amount by which EBITDA of the applicable communities exceeds the target EBITDA for the applicable communities. The other third party managers can also earn a construction supervision fee ranging between 3 % and 5 % of construction costs. The initial terms of the management agreements with the other third party managers are generally five years , subject to automatic extensions of successive terms of two years each unless earlier terminated or timely notice of nonrenewal is delivered. 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 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. 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: Year Ended December 31, Revenue from contracts with customers: 2024 2023 2022 Basic housing and support services $ 972,307 $ 915,528 $ 806,500 Medicare and Medicaid programs 100,341 89,613 82,106 Private pay and other third party payer SNF services 171,741 146,767 134,220 Total residents fees and services $ 1,244,389 $ 1,151,908 $ 1,022,826 Note 7. Business and Property Management Agreements with RMR We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time. See Note 8 for further information regarding our relationship, agreements and transactions with RMR. F-21 Table of Contents Management Agreements with RMR. Our management agreements with RMR provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms: • Base Management Fee . The annual base management fee payable to RMR by us for each applicable period is equal to the lesser of: ◦ the sum of (a) 0.5 % of the daily weighted average of the aggregate book value of our real estate assets owned by us or our subsidiaries as of October 12, 1999, or the Transferred Assets, plus (b) 0.7 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $ 250,000 , plus (c) 0.5 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $ 250,000 ; and ◦ the sum of (a) 0.7 % of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $ 250,000 , plus (b) 0.5 % of our Average Market Capitalization exceeding $ 250,000 . The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves. • Incentive Management Fee . The incentive management fee which may be earned by RMR for an annual period is calculated as follows: • An amount, subject to a cap, based on the value of our common shares outstanding, equal to 12.0 % of the product of: ◦ our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and ◦ the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period. The MSCI U.S. 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. ◦ The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period. ◦ No incentive management fee is payable by us unless our total return per share during the measurement period is positive. ◦ The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated. F-22 Table of Contents ◦ If our total return per share exceeds 12.0 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12.0 % per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e. between 200 basis points and 500 basis point per year multiplied by the number of years in the measurement period and below the applicable market index). ◦ The incentive management fee is subject to a cap. 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 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. 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 . We are generally responsible for all our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR's employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR's employees assigned to work exclusively or partly at our properties, our share of the wages, benefits and other related costs of RMR's centralized accounting personnel, our share of RMR's costs for providing our internal audit function, or as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR. • Term . 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. • Termination Rights . We have the right to terminate one or both of our management agreements with RMR: (i) at any time on 60 days' written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR, as defined therein. RMR has the right to terminate the management agreements for good reason, as defined therein. • Termination Fee. If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a 10 year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR. F-23 Table of Contents • Transition Services. RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable. • Vendors . 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. • 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. We have two separate joint venture arrangements with third party institutional investors, the Seaport JV and the LSMD JV. RMR provides management services to both of these joint ventures. 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. We wholly F-24 Table of Contents 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. Note 8. Related Person Transactions 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 the sole director of AlerisLife. 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. Jennifer B. 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. Jeffrey C. 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. Adam D. Portnoy serves as the chair of the board and as a managing trustee of these companies. Other officers of RMR, including Ms. Clark and certain of our officers, serve as managing trustees, or officers of certain of these companies. In addition, officers of RMR and RMR Inc. serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services. As of December 31, 2024, ABP Trust and Adam D. Portnoy owned 9.8 % of our outstanding common shares. AlerisLife. Until March 20, 2023, we were AlerisLife's largest stockholder, owning approximately 31.9 % of AlerisLife's outstanding common shares, and ABP Acquisition LLC, or ABP Acquisition, a subsidiary of ABP Trust, together with ABP Trust, owned approximately 6.1 % of AlerisLife's outstanding common shares. Five Star is an operating division of AlerisLife. Five Star manages certain of the senior living communities we own pursuant to the Master Management Agreement. RMR provides management services to both us and AlerisLife. AlerisLife participates in our property insurance program for the senior living communities AlerisLife owns. The premiums AlerisLife pays for this coverage are allocated pursuant to a formula based on the profiles of the properties included in the program. 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, or the Tender Offer Price, 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 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 . 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. F-25 Table of Contents Our Manager, RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time. See Note 7 for further information regarding our management agreements with RMR. Our Joint Ventures . In connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs that were payable by that joint venture. The remaining costs totaled $ 4,056 as of December 31, 2024 and are included in other assets, net, in our consolidated balance sheet. RMR provides management services to each of the Seaport JV and the LSMD JV. See Note 7 for further information regarding those management agreements with RMR. Leases with RMR . We lease office space to RMR in certain of our properties for RMR's property management offices. We recognized rental income from RMR for leased office space of $ 460 , $ 196 and $ 303 for the years ended December 31, 2024, 2023 and 2022, respectively. Our office space leases with RMR are terminable by RMR if our management agreements with RMR are terminated. Share Awards to RMR Employees. 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 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. These awards to RMR employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR. See Note 5 for information regarding our share awards and activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligation on vesting share awards. Note 9. Indebtedness At December 31, 2024 and 2023, our outstanding indebtedness consisted of the following: Senior Unsecured Notes: Principal Balance as of December 31, Coupon Rate Maturity 2024 2023 Senior unsecured notes (1) 9.750 % June 2025 $ 380,000 $ 500,000 Senior unsecured notes 4.750 % February 2028 500,000 500,000 Senior unsecured notes (1) 4.375 % March 2031 500,000 500,000 Senior unsecured notes 5.625 % August 2042 350,000 350,000 Senior unsecured notes 6.250 % February 2046 250,000 250,000 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. F-26 Table of Contents Secured and Other Debt: Number of 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 2023 Interest Rate Maturity 2024 2023 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 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. (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 and certain excluded subsidiaries. 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. 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 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 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). F-27 Table of Contents 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. 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; however, no principal repayments are due until maturity. No interest is payable on our senior secured notes with the full principal amount due at maturity. 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. We include amortization of finance lease assets in depreciation and amortization expense. Our senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default. Our senior notes indentures and their supplements also contain covenants that restrict our ability to incur debts, including debts secured by mortgages on our properties, in excess of calculated amounts and require us to maintain various financial ratios. F-28 Table of Contents Required principal payments on our outstanding debt as of December 31, 2024, were as follows: Year Principal Payment 2025 $ 381,940 2026 (1) 941,379 2027 245 2028 500,261 2029 278 Thereafter 1,226,233 Total $ 3,050,336 (1) We have a one year extension option for the maturity date of our $ 940,534 senior secured notes. F-29 Table of Contents Note 10. Fair Value of Assets and Liabilities The following table presents certain of our assets that are measured at fair value at December 31, 2024 and 2023, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset. As of December 31, 2024 As of December 31, 2023 Description Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Recurring Fair Value Measurements Assets: Investment in unconsolidated joint venture (Level 3) (1) $ 81,949 $ 81,949 $ 85,699 $ 85,699 Investment in unconsolidated joint venture (Level 3) (2) $ 44,910 $ 44,910 $ 44,217 $ 44,217 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 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. (2) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The significant unobservable inputs used in the fair value analysis are discount rates of between 6.25 % 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. See Note 3 for further information regarding this joint venture. (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 Value (1) Estimated Fair Value Carrying Value (1) Estimated Fair Value Senior unsecured notes, 9.750 % coupon rate, due 2025 $ 379,392 $ 379,970 $ 497,454 $ 490,750 Senior secured notes, zero coupon rate, due 2026 826,974 885,108 731,211 771,981 Senior unsecured notes, 4.750 % coupon rate, due 2028 496,018 429,170 494,746 384,110 Senior unsecured notes, 4.375 % coupon rate, due 2031 494,702 368,240 493,845 375,000 Senior unsecured notes, 5.625 % coupon rate, due 2042 343,302 218,260 342,946 211,400 Senior unsecured notes, 6.250 % coupon rate, due 2046 243,905 157,700 243,627 154,000 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 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 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 F-30 Table of Contents 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. Note 11. Segment Reporting 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. 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 Medical Office and Life Science Portfolio SHOP Total Revenues: 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) 37,718 Total revenues 1,495,427 Less: 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) 27,209 General and administrative ( 26,518 ) Acquisition and certain other transaction related costs ( 2,510 ) Interest and other income 8,950 Interest expense ( 229,267 ) Loss on modification or early extinguishment of debt ( 324 ) Income tax expense ( 467 ) Equity in net earnings of an investee 9,147 Net loss $ ( 370,255 ) (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. F-31 Table of Contents (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 Medical Office and Life Science Portfolio SHOP Total Revenues: 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) 37,870 Total revenues 1,410,308 Less: 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) 26,822 General and administrative ( 26,131 ) Acquisition and certain other transaction related costs ( 10,853 ) Gains on equity securities, net 8,126 Interest and other income 13,955 Interest expense ( 190,775 ) Loss on modification or early extinguishment of debt ( 2,468 ) Income tax expense ( 445 ) Net loss $ ( 293,572 ) (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. F-32 Table of Contents For the Year Ended December 31, 2022 Medical Office and Life Science Portfolio SHOP Total Revenues: 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) 38,350 Total revenues 1,283,566 Less: 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) 26,336 General and administrative ( 26,435 ) Acquisition and certain other transaction related costs ( 2,605 ) Losses on equity securities, net ( 25,660 ) Interest and other income 11,602 Interest expense ( 206,936 ) Loss on modification or early extinguishment of debt ( 30,059 ) Income tax expense ( 710 ) Net loss $ ( 15,774 ) (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. As of December 31, 2024 2023 2022 Assets (1) 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. F-33 Table of Contents Note 12. Income Taxes Our provision for income taxes consists of the following: For the Year Ended December 31, 2024 2023 2022 Current: Federal $ — $ ( 168 ) $ — State 467 613 710 467 445 710 Deferred: Federal — — — State — — — — — — Income tax provision $ 467 $ 445 $ 710 A reconciliation of our effective tax rate and the U.S. federal statutory income tax rate is as follows: For the Year Ended December 31, 2024 2023 2022 Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 % 21.0 % Nontaxable income ( 21.0 ) % ( 21.0 ) % ( 21.0 ) % Federal excise tax — % 0.1 % — % State and local income taxes, net of federal tax benefit ( 0.1 ) % ( 0.2 ) % ( 4.5 ) % Effective tax rate ( 0.1 ) % ( 0.1 ) % ( 4.5 ) % Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities in our consolidated balance sheets and the amounts used for income tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Significant components of our deferred tax assets and liabilities were as follows: For the Year Ended December 31, 2024 2023 Deferred tax assets: Deferred income $ 2,388 $ 1,849 Fair market value adjustment ( 1,862 ) — Other 1,225 1,196 Tax loss carryforwards 102,940 83,707 104,691 86,752 Valuation allowance ( 104,691 ) ( 86,752 ) — — Net deferred income taxes $ — $ — Because of our TRSs' history of losses, we are not able to conclude that it is more likely than not we will realize the future benefit of our deferred tax assets; 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 comprehensive income (loss). 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. As of December 31, 2024, we, excluding our subsidiaries, had net operating loss carry forwards for federal income tax purposes of approximately $ 615,645 , which do not expire. In the normal course of business, income tax authorities in various income tax jurisdictions conduct routine audits of our income tax returns filed in prior years. Income tax years subsequent to 2020 may be open to examination in some of the income tax jurisdictions in which we operate. F-34 Table of Contents Note 13. Weighted Average Common Shares We calculate basic earnings per common share using the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share. F-35 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 2184 Parkway Lake Drive Birmingham AL $ — $ 580 $ 5,980 $ 2,907 $ — $ — $ 580 $ 8,887 $ 9,467 $ 3,536 8/1/2008 2001 2634 Valleydale Road Birmingham AL — 600 7,574 3,598 — ( 206 ) 1,559 10,007 11,566 3,763 8/1/2008 2000 2021 Dahlke Drive NE Cullman AL — 287 3,415 1,228 — ( 301 ) 287 4,342 4,629 2,040 11/19/2004 1998 101 Tulip Lane Dothan AL — 3,543 14,619 3,090 — ( 996 ) 3,543 16,713 20,256 3,247 12/27/2017 2000 49 Hughes Road Madison AL — 334 3,981 1,515 — ( 304 ) 334 5,192 5,526 2,444 11/19/2004 1998 200 Terrace Lane Priceville AL — 1,300 9,447 2,783 — ( 599 ) 1,365 11,566 12,931 3,698 2/1/2012 2006 413 Cox Boulevard Sheffield AL — 394 4,684 2,221 — ( 294 ) 394 6,611 7,005 2,700 11/19/2004 1998 2435 Columbiana Road Vestavia Hills AL — 843 23,472 5,138 — ( 657 ) 902 27,894 28,796 7,971 7/12/2016 1991 4461 N Crossover Road Fayetteville AR — 733 10,432 1,734 — — 733 12,166 12,899 3,363 5/1/2015 2011 4210 S Caraway Road Jonesboro AR — 653 9,515 1,272 — — 653 10,787 11,440 2,969 5/1/2015 2008 672 Jones Road Springdale AR — 572 9,364 2,483 — ( 63 ) 572 11,784 12,356 3,324 5/1/2015 2007 13840 North Desert Harbor Drive Peoria AZ — 2,687 15,843 13,473 — ( 4,544 ) 2,693 24,766 27,459 12,462 1/11/2002 1990 11209 N. Tatum Boulevard Phoenix AZ — 1,380 6,349 7,336 — ( 1,376 ) 1,628 12,061 13,689 4,348 9/30/2011 1987 4121 East Cotton Center (5) Phoenix AZ — 5,166 12,724 4,899 — — 5,212 17,577 22,789 3,842 1/29/2015 2000 3850 North US Hwy 89 Prescott AZ — 2,017 17,513 9,740 — ( 522 ) 2,017 26,731 28,748 6,464 2/1/2018 1986 6001 East Thomas Road Scottsdale AZ — 941 8,807 6,957 — ( 1,221 ) 946 14,538 15,484 8,918 9/1/2012 1990 7090 East Mescal Street Scottsdale AZ — 2,315 13,650 34,244 — ( 2,797 ) 2,349 45,063 47,412 14,347 1/11/2002 1984 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 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 710 North Euclid Anaheim CA — 2,850 6,964 2,988 ( 1,350 ) ( 2,405 ) 2,518 6,529 9,047 1,600 7/9/2008 1992 5000 Marina Boulevard (5) Brisbane CA — 7,957 13,430 814 — — 7,976 14,225 22,201 2,783 11/14/2017 2000 5770 Armada Drive (5) Carlsbad CA — 3,875 18,543 100 — — 3,875 18,643 22,518 4,608 1/29/2015 1997 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 (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) Fremont CA — 3,200 10,177 809 — — 3,226 10,960 14,186 3,455 9/30/2011 1990 47211/47215 Lakeview Boulevard (5) Fremont CA — 3,750 12,656 3,914 — — 3,800 16,520 20,320 5,725 9/30/2011 1985 577 South Peach Street (5) Fresno CA — 738 2,577 4,175 — ( 211 ) 738 6,541 7,279 3,548 12/28/1990 1963 6075 North Marks Avenue Fresno CA — 880 12,751 2,051 — — 889 14,793 15,682 6,247 3/31/2008 1996 1319 Brookside Avenue Redlands CA — 1,770 9,982 2,640 — ( 59 ) 1,770 12,563 14,333 5,087 3/31/2008 1999 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 S-1 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 28515 Westinghouse Place (5) Valencia CA — 4,669 41,440 1,709 — — 4,700 43,118 47,818 10,465 1/29/2015 2008 1866 San Miguel Drive Walnut Creek CA — 2,010 9,290 7,287 — ( 1,421 ) 3,417 13,749 17,166 4,775 12/1/2011 1996 1950 South Dayton Street Aurora CO — 3,062 46,195 12,305 — ( 568 ) 3,120 57,874 60,994 15,836 5/1/2015 1987 515 Fairview Avenue Canon City CO — 292 6,228 4,508 ( 3,512 ) ( 600 ) 299 6,617 6,916 3,385 9/26/1997 1970 110 West Van Buren Street Colorado Springs CO — 245 5,236 5,669 ( 3,031 ) ( 900 ) 245 6,974 7,219 3,398 9/26/1997 1972 3920 East San Miguel Street Colorado Springs CO — 1,380 8,894 4,360 — ( 1,040 ) 1,612 11,982 13,594 4,237 7/31/2012 1977 2050 South Main Street Delta CO — 167 3,570 3,415 — ( 415 ) 167 6,570 6,737 3,609 9/26/1997 1963 2501 Little Bookcliff Drive Grand Junction CO — 204 3,875 4,216 — ( 974 ) 207 7,114 7,321 4,241 12/30/1993 1968 2825 Patterson Road Grand Junction CO — 173 2,583 5,037 — ( 842 ) 173 6,778 6,951 4,093 12/30/1993 1978 1599 Ingalls Street Lakewood CO — 232 3,766 8,741 — ( 1,442 ) 232 11,065 11,297 5,862 12/28/1990 1972 5555 South Elati Street Littleton CO — 185 5,043 7,459 — ( 1,488 ) 191 11,008 11,199 6,453 12/28/1990 1965 9005 Grant Street (5) Thornton CO — 961 10,867 1,203 — — 1,269 11,762 13,031 3,793 12/28/2012 2001 7809 W. 38th Avenue (5) Wheat Ridge CO — 470 3,373 86 — — 475 3,454 3,929 1,271 4/1/2010 2004 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 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 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 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 (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 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 1208 South Military Trail Deerfield Beach FL — 1,690 14,972 37,784 — ( 6,574 ) 1,777 46,095 47,872 20,312 10/1/2012 1986 3001 DC Country Club Boulevard Deerfield Beach FL — 3,196 18,848 27,894 — ( 3,657 ) 3,222 43,059 46,281 19,801 1/11/2002 1990 12780 Kenwood Lane Fort Myers FL — 369 2,174 5,522 — ( 1,235 ) 859 5,971 6,830 2,533 1/11/2002 1990 2525 First Street Fort Myers FL — 2,385 21,137 48,261 — ( 15,115 ) 2,577 54,091 56,668 19,143 10/1/2012 1984 1825 Ridgewood Avenue Holly Hill FL — 700 16,700 7,159 ( 2,636 ) ( 8,998 ) 684 12,241 12,925 2,259 7/22/2011 1926/2006 2480 North Park Road Hollywood FL — 4,500 40,500 30,690 — ( 5,131 ) 4,556 66,003 70,559 21,257 12/15/2011 1986 8901 Tamiami Trail East Naples FL — 3,200 2,898 16,413 — ( 945 ) 3,200 18,366 21,566 7,803 8/31/2006 1984 12780 Waterford Lakes Parkway (5) Orlando FL — 977 3,946 1,057 — — 1,052 4,928 5,980 1,427 12/18/2013 2002 1603 S. Hiawassee Road Orlando FL — 488 2,621 574 — ( 81 ) 591 3,011 3,602 885 12/18/2013 2003 1825 N. Mills Avenue (5) Orlando FL — 519 1,799 1,057 — ( 117 ) 580 2,678 3,258 826 12/22/2008 1997 1911 N. Mills Avenue (5) Orlando FL — 1,946 7,197 6,369 — ( 538 ) 2,042 12,932 14,974 3,091 12/22/2008 1997 1925 N. Mills Avenue (5) Orlando FL — 135 532 454 — ( 107 ) 199 815 1,014 263 12/22/2008 1997 S-2 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 250 N. Alafaya Trail (5) Orlando FL — 967 4,362 479 — — 967 4,841 5,808 1,467 12/18/2013 1999 45 Katherine Boulevard Palm Harbor FL — 3,379 29,945 13,364 — ( 2,818 ) 3,392 40,478 43,870 27,744 10/1/2012 1992 900 West Lake Road Palm Harbor FL — 3,449 20,336 15,851 — ( 3,949 ) 3,493 32,194 35,687 17,013 1/11/2002 1989 8500 West Sunrise Boulevard Plantation FL — 4,700 24,300 16,360 — ( 5,811 ) 4,717 34,832 39,549 10,933 12/15/2011 1989 1371 South Ocean Boulevard Pompano Beach FL — 2,500 15,500 20,884 — ( 4,094 ) 2,560 32,230 34,790 10,864 12/15/2011 1991 2701 North Course Drive Pompano Beach FL — 7,700 2,127 46,962 — ( 3,793 ) 7,700 45,296 52,996 18,969 8/31/2006 1985 20480 Veterans Boulevard Port Charlotte FL — 400 11,934 4,743 — ( 3,202 ) 440 13,435 13,875 4,278 7/22/2011 1996 1699 S.E. Lyngate Drive Port St. Lucie FL — 1,242 11,009 6,334 — ( 1,216 ) 1,249 16,120 17,369 10,387 10/1/2012 1993 501 N.W. Cashmere Boulevard Port St. Lucie FL — 890 9,345 3,783 — ( 545 ) 1,673 11,800 13,473 4,122 7/22/2011 2007 900 South Harbour Island Blvd. (5) Tampa FL — 4,850 6,349 11,507 — — 4,850 17,856 22,706 2,978 10/30/2007 1986 111 Executive Center Drive West Palm Beach FL — 2,061 12,153 25,656 — ( 3,790 ) 2,075 34,005 36,080 15,557 1/11/2002 1988 2347 Cedarcrest Road Acworth GA — 1,674 — 93 — — 1,674 93 1,767 6 5/1/2016 2008 2351 Cedarcrest Road Acworth GA — 326 6,674 926 — ( 595 ) 327 7,004 7,331 1,579 5/1/2016 2014 1200 Bluegrass Lakes Parkway Alpharetta GA — 1,689 15,936 471 — — 1,761 16,335 18,096 4,013 1/29/2015 2001 855 North Point Pkwy (5) Alpharetta GA — 5,390 26,712 — — — 5,390 26,712 32,102 10,933 8/21/2008 2006 253 N. Main Street Alpharetta GA — 1,325 12,377 2,530 — ( 209 ) 1,221 14,802 16,023 3,927 5/1/2015 1997 1291 Cedar Shoals Drive Athens GA — 337 4,006 1,942 — ( 443 ) 368 5,474 5,842 2,535 11/19/2004 1998 1515 Sheridan Road (5) Atlanta GA — 5,800 9,305 18,503 — — 5,800 27,808 33,608 3,986 11/30/2007 1978 240 Marietta Highway Canton GA — 806 8,555 3,633 — ( 465 ) 806 11,723 12,529 3,724 10/1/2013 1997 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 S-3 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 3315 Thompson Bridge Road Gainesville GA — 934 30,962 4,085 — ( 472 ) 956 34,553 35,509 9,358 5/1/2015 1999 5373 Thompson Mill Road Hoschton GA — 944 12,171 1,714 — — 959 13,870 14,829 3,683 5/1/2015 2011 8080 Summit Business Parkway Jonesboro GA — 1,800 20,664 7,789 — ( 1,745 ) 1,800 26,708 28,508 9,475 6/20/2011 2007 6191 Peake Road Macon GA — 183 2,179 1,573 ( 848 ) ( 1,142 ) 110 1,835 1,945 392 11/19/2004 1998 1360 Upper Hembree Road (5) Roswell GA — 1,080 6,138 844 — — 1,095 6,967 8,062 2,366 5/7/2012 2007 1 Savannah Square Drive Savannah GA — 1,200 19,090 11,083 ( 6,993 ) ( 8,926 ) 835 14,619 15,454 3,173 10/1/2006 1987 5200 Habersham Street Savannah GA — 800 7,800 3,263 ( 3,082 ) ( 2,909 ) 476 5,396 5,872 824 6/23/2011 2005 7410 Skidaway Road Savannah GA — 400 5,670 2,417 ( 1,870 ) ( 2,626 ) 252 3,739 3,991 742 11/1/2006 1989 2078 Scenic Highway Snellville GA — 870 4,030 1,852 — ( 355 ) 870 5,527 6,397 2,010 12/10/2009 1997 475 Country Club Drive Stockbridge GA — 512 9,560 1,527 — ( 206 ) 551 10,842 11,393 3,155 5/1/2015 1998 1300 Montreal Road Tucker GA — 690 6,210 2,451 — ( 537 ) 694 8,120 8,814 3,711 6/3/2005 1997 1100 Ward Avenue (5) Honolulu HI — 11,200 55,618 10,815 — ( 761 ) 11,247 65,625 76,872 21,232 6/18/2012 1961 2340 West Seltice Way Coeur d'Alene ID — 910 7,170 3,837 — ( 702 ) 1,052 10,163 11,215 3,383 7/31/2012 1993 850 Lincoln Drive Idaho Falls ID — 510 6,640 3,704 — ( 554 ) 760 9,540 10,300 3,213 7/31/2012 1978 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 2601 Patriot Boulevard (5) Glenview IL — 2,285 9,593 — — — 2,285 9,593 11,878 2,379 1/29/2015 2005 1373 D'Adrian Professional Park Godfrey IL — 281 15,088 2,716 — ( 432 ) 281 17,372 17,653 4,549 5/1/2015 2010 900 43rd Avenue Moline IL — 482 7,651 1,154 — ( 225 ) 482 8,580 9,062 2,203 5/1/2015 2003 / 2012 221 11th Avenue Moline IL — 161 7,244 1,852 — ( 136 ) 161 8,960 9,121 2,582 5/1/2015 2008 2700 14th Street Pekin IL — 171 11,475 1,073 — ( 549 ) 172 11,998 12,170 3,315 5/1/2015 2009 7130 Crimson Ridge Drive Rockford IL — 200 7,300 3,380 — ( 466 ) 1,596 8,818 10,414 2,948 5/1/2011 1999 1220 Lakeview Drive (5) Romeoville IL — 1,120 19,582 ( 61 ) — — 1,058 19,583 20,641 8,015 8/21/2008 2005 1201 Hartman Lane Shiloh IL — 743 7,232 2,535 — ( 717 ) 1,237 8,556 9,793 1,958 12/8/2016 2003 900 Southwind Road Springfield IL — 300 6,744 3,436 — ( 403 ) 300 9,777 10,077 4,426 8/31/2006 1990 2705 Avenue E Sterling IL — 341 14,331 1,813 — ( 144 ) 343 15,998 16,341 4,341 5/1/2015 2008 39 Dorothy Drive Troy IL — 1,002 7,010 1,896 — ( 728 ) 1,002 8,178 9,180 1,844 12/8/2016 2003 100 Grand Victorian Place Washington IL — 241 12,046 752 — ( 176 ) 241 12,622 12,863 3,496 5/1/2015 2009 1615 Lakeside Drive (5) Waukegan IL — 2,700 9,590 5,081 — ( 944 ) 3,515 12,912 16,427 4,162 9/30/2011 1990 1675 Lakeside Drive (5) Waukegan IL — 2,420 9,382 4,582 — ( 957 ) 2,906 12,521 15,427 3,878 9/30/2011 1998 406 Smith Drive Auburn IN — 380 8,246 924 — ( 253 ) 524 8,773 9,297 3,600 9/1/2008 1999 6990 East County Road 100 North Avon IN — 850 11,888 2,141 — ( 417 ) 850 13,612 14,462 5,490 9/1/2008 1999 2455 Tamarack Trail Bloomington IN — 5,400 25,129 36,617 — ( 1,336 ) 6,339 59,471 65,810 19,752 11/1/2008 1983 2460 Glebe Street (5) Carmel IN — 2,108 57,741 1,759 — ( 345 ) 2,133 59,130 61,263 15,811 5/1/2015 2008 S-4 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 701 East County Line Road (5) Greenwood IN — 1,830 14,303 1,463 — ( 443 ) 1,918 15,235 17,153 5,126 12/1/2011 2007 8505 Woodfield Crossing Boulevard Indianapolis IN — 2,785 16,396 11,239 — ( 2,886 ) 2,838 24,696 27,534 11,913 1/11/2002 1986 2501 Friendship Boulevard Kokomo IN — 512 13,009 2,382 — ( 436 ) 512 14,955 15,467 3,008 12/27/2017 1997 603 Saint Joseph Drive Kokomo IN — 220 5,899 1,650 — ( 256 ) 220 7,293 7,513 2,942 9/1/2008 1998 1211 Longwood Drive La Porte IN — 770 5,550 1,823 — ( 288 ) 923 6,932 7,855 2,856 9/1/2008 1998 1590 West Timberview Drive Marion IN — 410 5,409 1,777 — ( 267 ) 410 6,919 7,329 2,696 9/1/2008 2000 1473 East McKay Road Shelbyville IN — 190 5,328 1,650 — ( 236 ) 190 6,742 6,932 2,606 9/1/2008 1999 222 South 25th Street Terra Haute IN — 300 13,115 1,739 — ( 492 ) 300 14,362 14,662 5,728 9/1/2008 2005 150 Fox Ridge Drive Vincennes IN — 110 3,603 2,385 — ( 208 ) 110 5,780 5,890 2,682 9/1/2008 1985 1501 Inverness Drive Lawrence KS — 1,600 18,565 5,369 — ( 1,386 ) 1,758 22,390 24,148 8,823 10/1/2009 1988 5799 Broadmoor Street (5) Mission KS — 1,522 7,246 2,903 — — 1,530 10,141 11,671 2,744 1/17/2017 1986 3501 West 95th Street Overland Park KS — 2,568 15,140 12,596 — ( 2,587 ) 2,580 25,137 27,717 12,052 1/11/2002 1989 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 981 Campbell Lane Bowling Green KY — 365 4,345 2,050 — ( 297 ) 365 6,098 6,463 2,803 11/19/2004 1999 102 Leonardwood Drive Frankfort KY — 560 8,282 4,342 — ( 605 ) 579 12,000 12,579 5,206 8/31/2006 1989 4190 Lafayette Road Hopkinsville KY — 316 3,761 1,552 — ( 246 ) 316 5,067 5,383 2,332 11/19/2004 1999 690 Mason Headley Road (6) Lexington KY 1,876 — 10,848 18,883 — ( 1,688 ) 42 28,001 28,043 14,297 1/11/2002 1985 700 Mason Headley Road (6) Lexington KY 462 — 6,394 10,524 — ( 1,190 ) 52 15,676 15,728 7,868 1/11/2002 1980 200 Brookside Drive Louisville KY — 3,524 20,779 13,628 — ( 3,564 ) 3,549 30,818 34,367 16,080 1/11/2002 1984 1517 West Broadway Mayfield KY — 268 2,730 2,988 — ( 305 ) 268 5,413 5,681 2,264 11/19/2004 1999 1700 Elmdale Road Paducah KY — 450 5,358 2,713 — ( 482 ) 451 7,588 8,039 3,398 11/19/2004 2000 100 Neighborly Way Somerset KY — 200 4,919 2,324 — ( 116 ) 200 7,127 7,327 2,747 11/6/2006 2000 1295 Boylston Street (5) Boston MA — 7,600 18,140 3,150 — ( 109 ) 7,625 21,156 28,781 8,053 1/26/2011 1930 549 Albany Street Boston MA — 4,576 45,029 — — — 4,569 45,036 49,605 12,765 8/22/2013 1895 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) Mansfield MA — 2,090 8,215 4,115 — ( 2,318 ) 2,486 9,616 12,102 3,677 12/22/2010 1975 15 Hampshire Street (5) Mansfield MA — 1,360 7,326 992 — — 1,748 7,930 9,678 3,031 12/22/2010 1988 5 Hampshire Street (5) Mansfield MA — 1,190 5,737 2,978 — ( 143 ) 1,477 8,285 9,762 3,482 12/22/2010 1988 299 Cambridge Street Winchester MA — 3,218 18,988 17,945 — ( 2,562 ) 3,218 34,371 37,589 15,934 1/11/2002 1991 2717 Riva Road Annapolis MD — 1,290 12,373 3,935 — ( 150 ) 1,290 16,158 17,448 5,951 3/31/2008 2001 658 Boulton Street (5) Bel Air MD — 4,750 16,504 2 — — 4,750 16,506 21,256 7,063 11/30/2007 1980 7600 Laurel Bowie Road Bowie MD — 408 3,421 2,920 — ( 568 ) 408 5,773 6,181 2,483 10/25/2002 2000 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 S-5 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 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) Golden Valley MN — 1,256 4,680 2,397 — — 1,318 7,015 8,333 1,420 2/10/2016 1998 8401 Golden Valley Road (5) 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) Mendota Heights MN — 1,220 10,208 1,294 — ( 771 ) 1,496 10,455 11,951 3,786 1/25/2011 1989 12700 Whitewater Drive (5) Minnetonka MN — 5,453 8,108 8,448 — — 5,453 16,556 22,009 5,760 10/2/2017 1998 20600 South Diamond Lake Road Rogers MN — 2,760 45,789 4,797 ( 20,359 ) ( 15,773 ) 1,195 16,019 17,214 5,907 3/1/2008 1999 2200 County Road C West (5) Roseville MN — 590 702 749 — ( 82 ) 792 1,167 1,959 517 9/30/2011 1991 4166 Lexington Avenue N Shoreview MN — 1,300 4,547 1,578 — — 1,536 5,889 7,425 2,099 5/20/2011 1988 5351 Gretna Road Branson MO — 743 10,973 1,484 — ( 288 ) 754 12,158 12,912 3,396 5/1/2015 2002 845 N New Ballas Court Creve Coeur MO — 1,582 16,328 4,407 — — 2,377 19,940 22,317 3,801 1/22/2018 2006 3828 College View Drive Joplin MO — 260 11,382 2,317 — ( 784 ) 260 12,915 13,175 4,206 8/31/2012 2003 14100 Magellan Plaza Maryland Heights MO — 3,719 37,304 5,449 — — 3,179 43,293 46,472 13,933 1/29/2015 2003 640 E Highland Avenue Nevada MO — 311 5,703 968 — — 311 6,671 6,982 1,893 5/1/2015 1997 2410 W Chesterfield Blvd Springfield MO — 924 12,772 1,157 — — 924 13,929 14,853 3,871 5/1/2015 1999 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 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 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 5920 McChesney Drive & 6101 Clarke Creek Parkway Charlotte NC — 1,320 21,750 4,972 — ( 1,411 ) 1,320 25,311 26,631 9,291 11/17/2009 1999 / 2001 500 Penny Lane NE Concord NC — 1,687 17,603 2,310 — ( 1,082 ) 1,687 18,831 20,518 4,344 6/29/2016 1997 1002 Highway 54 Durham NC — 595 5,200 1,838 — ( 212 ) 595 6,826 7,421 2,261 6/20/2011 1988 4505 Emperor Boulevard (5) Durham NC — 1,285 16,932 2,402 — — 1,474 19,145 20,619 3,866 10/11/2017 2001 5213 South Alston Avenue Durham NC — 1,093 31,377 604 — — 1,093 31,981 33,074 7,929 1/29/2015 2010 S-6 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 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 17007 Elm Plaza (5) Omaha NE — 4,680 22,022 — — — 4,680 22,022 26,702 9,014 8/21/2008 2007 3030 South 80th Street Omaha NE — 650 5,850 2,590 — ( 582 ) 650 7,858 8,508 3,502 6/3/2005 1992 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 2 Hillside Drive Mt. Arlington NJ — 1,375 11,232 2,950 — ( 594 ) 1,393 13,570 14,963 6,762 12/29/2003 2001 655 Pomander Walk Teaneck NJ — 4,950 44,550 19,213 — ( 4,319 ) 4,984 59,410 64,394 16,292 12/15/2011 1989 10500 Academy Road NE Albuquerque NM — 3,828 22,572 12,488 — ( 2,865 ) 3,828 32,195 36,023 15,732 1/11/2002 1986 4100 Prospect Avenue NE (5) Albuquerque NM — 540 10,105 8 — — 540 10,113 10,653 4,349 10/30/2007 1977 4300 Landau Street NE (5) Albuquerque NM — 1,060 9,875 8 — — 1,060 9,883 10,943 4,250 10/30/2007 1973 4411 The 25 Way (5) Albuquerque NM — 3,480 25,245 6,915 — ( 2,194 ) 4,103 29,343 33,446 10,378 12/22/2010 1970 4420 The 25 Way (5) Albuquerque NM — 1,430 2,609 1,519 — ( 152 ) 1,711 3,695 5,406 1,356 12/22/2010 1970 9190 Coors Boulevard NW (5) Albuquerque NM — 1,660 9,173 8 — — 1,660 9,181 10,841 3,948 10/30/2007 1983 2200 East Long Street Carson City NV — 622 17,900 1,832 — ( 309 ) 622 19,423 20,045 5,332 5/1/2015 2009 3201 Plumas Street Reno NV — 2,420 49,580 10,924 — ( 1,714 ) 2,420 58,790 61,210 19,305 12/15/2011 1989 4939 Brittonfield Parkway (5) East Syracuse NY — 720 17,084 2,403 ( 2,826 ) ( 5,363 ) 1,004 11,014 12,018 2,301 9/30/2008 2001 5008 Brittonfield Parkway (5) 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 (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 4590 Knightsbridge Boulevard Columbus OH — 3,623 27,778 24,101 — ( 4,233 ) 3,732 47,537 51,269 22,542 1/11/2002 1989 3929 Hoover Road (5) Grove City OH — 332 3,081 1,015 — — 332 4,096 4,428 2,898 6/4/1993 1965 7555 Innovation Way (5) Mason OH — 1,025 12,883 — — — 1,025 12,883 13,908 2,656 10/6/2016 2015 8709 S.E. Causey Avenue Portland OR — 3,303 77,428 7,289 ( 26,073 ) ( 10,159 ) 2,201 49,587 51,788 8,409 5/1/2015 1985 / 1991 71 Darlington Road Beaver Falls PA — 1,500 13,500 3,598 — ( 879 ) 1,523 16,196 17,719 6,958 10/31/2005 1997 950 Morgan Highway Clarks Summit PA — 1,001 8,233 2,963 — ( 277 ) 1,017 10,903 11,920 4,917 12/29/2003 2001 600 N. Pottstown Pike Exton PA — 1,001 8,233 3,976 — ( 512 ) 1,001 11,697 12,698 5,323 12/29/2003 2000 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 S-7 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 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 700 Northampton Street Tiffany Court (Kingston) PA — — 5,682 3,549 — ( 499 ) — 8,732 8,732 3,866 12/29/2003 1997 5250 Meadowgreen Drive Whitehall PA — 1,599 14,401 5,246 — ( 1,412 ) 1,599 18,235 19,834 8,060 10/31/2005 1987 1304 McLees Road Anderson SC — 295 3,509 2,012 — ( 253 ) 295 5,268 5,563 2,397 11/19/2004 1999 109 Old Salem Road Beaufort SC — 188 2,234 1,800 ( 807 ) ( 1,714 ) 104 1,597 1,701 404 11/19/2004 1999 1119 Pick Pocket Plantation Drive Beaufort SC — 1,200 10,810 2,023 ( 3,927 ) ( 3,337 ) 733 6,036 6,769 888 6/20/2011 2005 719 Kershaw Highway Camden SC — 322 3,697 2,371 — ( 536 ) 324 5,530 5,854 2,718 11/19/2004 1999 2333 Ashley River Road Charleston SC — 848 14,000 3,867 ( 7,118 ) ( 4,761 ) 377 6,459 6,836 2,082 6/20/2011 1999 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 355 Berkmans Lane Greenville SC — 700 7,240 2,452 ( 2,593 ) ( 2,456 ) 417 4,926 5,343 795 11/17/2009 2002 116 Enterprise Court Greenwood SC — 310 2,790 1,539 — ( 213 ) 310 4,116 4,426 1,939 6/3/2005 1999 1901 West Carolina Avenue Hartsville SC — 401 4,775 2,879 — ( 302 ) 401 7,352 7,753 3,272 11/19/2004 1999 218 Old Chapin Road Lexington SC — 363 4,322 2,224 — ( 528 ) 363 6,018 6,381 2,738 11/19/2004 1999 491 Highway 17 Little River SC — 750 9,018 3,158 — ( 774 ) 750 11,402 12,152 3,905 6/23/2011 2000 1010 Anna Knapp Boulevard Mt. Pleasant SC — 1,797 6,132 879 ( 3,618 ) ( 1,486 ) 806 2,898 3,704 326 6/29/2016 1997 601 Mathis Ferry Road Mt. Pleasant SC — 1,687 12,612 706 ( 10,794 ) ( 2,021 ) 2,190 — 2,190 — 6/29/2016 1999 937 Bowman Road Mt. Pleasant SC — 3,898 31,613 11,491 — ( 4,222 ) 3,830 38,950 42,780 12,498 7/1/2012 1997 / 1983 9547 Highway 17 North Myrtle Beach SC — 543 3,202 12,683 ( 3,192 ) ( 4,437 ) 333 8,466 8,799 1,927 1/11/2002 1980 2306 Riverbank Drive Orangeburg SC — 303 3,607 2,024 — ( 436 ) 303 5,195 5,498 2,421 11/19/2004 1999 15855 Wells Highway Seneca SC — 396 4,714 1,675 — ( 417 ) 396 5,972 6,368 2,914 11/19/2004 2000 One Southern Court (5) West Columbia SC — 520 3,831 765 — ( 557 ) 557 4,002 4,559 1,389 12/22/2010 2000 6716 Nolensville Road Brentwood TN — 1,528 6,037 624 — — 1,528 6,661 8,189 2,026 11/30/2012 2010 207 Uffelman Drive Clarksville TN — 320 2,994 2,798 — ( 161 ) 320 5,631 5,951 2,086 12/31/2006 1997 51 Patel Way Clarksville TN — 800 10,322 9,613 — ( 1,061 ) 833 18,841 19,674 5,708 12/19/2012 2005 2900 Westside Drive NW Cleveland TN — 305 3,627 2,847 — ( 401 ) 305 6,073 6,378 2,484 11/19/2004 1998 1010 East Spring Street Cookeville TN — 322 3,828 2,341 — ( 452 ) 322 5,717 6,039 2,528 11/19/2004 1998 105 Sunrise Circle Franklin TN — 322 3,833 1,753 — ( 330 ) 329 5,249 5,578 2,440 11/19/2004 1997 1085 Hartsville Pike Gallatin TN — 280 3,327 2,449 — ( 284 ) 282 5,490 5,772 2,385 11/19/2004 1998 1200 North Parkway Jackson TN — 295 3,506 2,034 — ( 300 ) 299 5,236 5,535 2,181 11/19/2004 1999 S-8 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 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 3030 Holbrook Drive Knoxville TN — 352 7,128 2,063 — — 360 9,183 9,543 2,240 6/29/2018 1999 100 Chatuga Drive West Loudon TN — 580 16,093 33,430 — ( 100 ) 580 49,423 50,003 6,447 1/19/2018 2003 1710 Magnolia Boulevard Nashville TN — 750 6,750 18,728 — ( 1,545 ) 750 23,933 24,683 8,159 6/3/2005 1979 350 Volunteer Drive Paris TN — 110 12,100 2,108 — ( 905 ) 110 13,303 13,413 2,969 6/29/2016 1997 971 State Hwy 121 (5) Allen TX — 2,590 17,912 — — — 2,590 17,912 20,502 7,332 8/21/2008 2006 6818 Austin Center Boulevard (5) Austin TX — 1,540 27,467 4,330 — ( 928 ) 1,636 30,773 32,409 12,209 10/31/2008 1994 7600 N Capital Texas Highway Austin TX — 300 4,557 1,784 — — 300 6,341 6,641 2,241 12/22/2010 1996 4620 Bellaire Boulevard Bellaire TX — 1,238 11,010 7,087 — ( 1,482 ) 1,325 16,528 17,853 10,617 10/1/2012 1991 120 Crosspoint Drive Boerne TX — 220 4,926 2,017 — — 227 6,936 7,163 2,818 2/7/2008 1990 4015 Interstate 45 Conroe TX — 620 14,074 2,290 — ( 447 ) 620 15,917 16,537 5,697 10/26/2010 2009 5455 La Sierra Drive Dallas TX — 2,300 25,200 11,908 — ( 2,470 ) 2,324 34,614 36,938 12,023 12/15/2011 1989 7831 Park Lane Dallas TX — 4,709 27,768 27,176 — ( 3,442 ) 5,432 50,779 56,211 24,869 1/11/2002 1990 1575 Belvidere Street El Paso TX — 2,301 13,567 14,591 — ( 1,914 ) 2,316 26,229 28,545 11,399 1/11/2002 1987 96 Frederick Road Fredericksburg TX — 280 4,866 7,106 — ( 182 ) 280 11,790 12,070 4,003 2/7/2008 1999 6435 S.F.M. 549 Heath TX — 1,135 7,892 1,152 ( 288 ) ( 1,588 ) 1,192 7,111 8,303 1,328 12/31/2012 2004 13215 Dotson Road (5) Houston TX — 990 13,887 2,655 — ( 852 ) 1,040 15,640 16,680 4,871 7/17/2012 2007 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 9812 Slide Road (5) Lubbock TX — 1,110 9,798 680 — — 1,110 10,478 11,588 3,771 6/4/2010 2009 605 Gateway Central Marble Falls TX — 1,440 7,125 2,728 — ( 789 ) 1,440 9,064 10,504 2,939 12/19/2012 1994 / 2002 7150 N. President George Bush Turnpike (5) North Garland TX — 1,981 8,548 1,203 ( 346 ) ( 1,682 ) 1,941 7,763 9,704 1,481 12/31/2012 2006 500 Coit Road Plano TX — 3,463 44,841 750 — — 3,468 45,586 49,054 6,088 12/20/2019 2016 2265 North Lakeshore Drive (5) Rockwall TX — 497 3,582 176 — — 497 3,758 4,255 919 1/29/2015 2013 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 (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 511 & 575 Knights Cross Drive San Antonio TX — 2,300 20,400 4,932 — ( 1,548 ) 2,306 23,778 26,084 8,918 11/17/2009 2003 5055 West Panther Creek Drive Woodlands TX — 3,694 21,782 16,239 — ( 4,319 ) 3,706 33,690 37,396 16,858 1/11/2002 1988 491 Crestwood Drive Charlottesville VA — 641 7,633 3,907 — ( 732 ) 646 10,803 11,449 5,185 11/19/2004 1998 1005 Elysian Place Chesapeake VA — 2,370 23,705 4,165 — ( 791 ) 2,381 27,068 29,449 9,563 6/20/2011 2006 4027 Martinsburg Pike (5) 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 S-9 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 20 HeartFields Lane Fredericksburg VA — 287 8,480 2,888 — ( 1,168 ) 287 10,200 10,487 5,171 10/25/2002 1998 2800 Polo Parkway Midlothian VA — 1,103 13,126 5,985 — ( 1,340 ) 1,108 17,766 18,874 8,226 11/19/2004 1996 655 Denbigh Boulevard Newport News VA — 581 6,921 2,974 — ( 553 ) 584 9,339 9,923 4,409 11/19/2004 1998 6160 Kempsville Circle (5) Norfolk VA — 3,263 7,615 4,872 — ( 214 ) 3,374 12,162 15,536 3,252 12/22/2017 1987 6161 Kempsville Road (5) Norfolk VA — 1,530 9,531 4,566 — ( 686 ) 1,530 13,411 14,941 5,301 12/22/2008 1999 6311 Granby Street Norfolk VA — 1,920 16,538 5,602 — ( 745 ) 1,932 21,383 23,315 7,854 6/20/2011 2005 885 Kempsville Road (5) Norfolk VA — 1,780 8,354 4,025 — ( 1,110 ) 2,014 11,035 13,049 4,272 5/20/2009 1981 531 Wythe Creek Road Poquoson VA — 220 2,041 1,747 — ( 275 ) 220 3,513 3,733 1,467 5/30/2003 1987 10800 Nuckols Road (7) Glen Allen VA 7,464 2,863 11,105 1,687 — — 2,863 12,792 15,655 2,557 3/28/2018 2000 3000 Skipwith Road Richmond VA — 732 8,717 2,402 — ( 655 ) 732 10,464 11,196 4,949 11/19/2004 1999 9900 Independence Park Drive Richmond VA — 326 3,166 643 — ( 226 ) 326 3,583 3,909 1,142 11/22/2011 2005 9930 Independence Park Drive Richmond VA — 604 4,975 1,194 — ( 84 ) 700 5,989 6,689 2,098 11/22/2011 2005 5620 Wesleyan Drive Virginia Beach VA — 893 7,926 4,738 — ( 394 ) 893 12,270 13,163 7,992 9/1/2012 1990 4132 Longhill Road Williamsburg VA — 270 2,468 2,285 ( 945 ) ( 1,583 ) 162 2,333 2,495 539 5/30/2003 1987 440 McLaws Circle Williamsburg VA — 1,466 17,340 952 — ( 1,040 ) 1,466 17,252 18,718 3,808 6/29/2016 1998 516 Kenosia Avenue South Kent WA — 1,300 8,458 3,875 — ( 731 ) 1,368 11,534 12,902 3,955 7/31/2012 1971 555 16th Avenue (5) Seattle WA — 256 4,869 68 — ( 513 ) 256 4,424 4,680 3,444 11/1/1993 1964 3003 West Good Hope Road (5) Glendale WI — 1,500 33,747 — — — 1,500 33,747 35,247 12,866 9/30/2009 1963 7007 North Range Line Road Glendale WI — 250 3,797 — — — 250 3,797 4,047 1,448 9/30/2009 1964 215 Washington Street (5) Grafton WI — 500 10,058 — — — 500 10,058 10,558 3,835 9/30/2009 2009 N168W22022 Main Street Jackson WI — 188 5,962 1,501 — ( 308 ) 192 7,151 7,343 2,016 12/1/2014 2005 8351 Sheridan Road Kenosha WI — 750 7,669 1,538 — — 758 9,199 9,957 3,621 1/1/2008 2000 5601 Burke Road Madison WI — 700 7,461 2,226 — ( 118 ) 712 9,557 10,269 3,726 1/1/2008 2000 7707 N. Brookline Drive Madison WI — 2,615 35,545 4,907 — ( 932 ) 2,631 39,504 42,135 10,909 12/1/2014 1999 / 2004 10803 North Port Washington Road Mequon WI — 800 8,388 4,012 — ( 221 ) 805 12,174 12,979 4,101 1/1/2008 1999 701 East Puetz Road Oak Creek WI — 650 18,396 3,799 — ( 284 ) 1,375 21,186 22,561 9,125 1/1/2008 2001 W231 N1440 Corporate Court (5) Pewaukee WI — 3,900 41,140 — — — 3,900 41,140 45,040 15,685 9/30/2009 1994 8348 & 8400 Washington Avenue (5) Racine WI — 1,150 22,436 — — — 1,150 22,436 23,586 8,554 9/30/2009 1986 1221 North 26th Street (5) Sheboygan WI — 300 975 — — — 300 975 1,275 372 9/30/2009 1987 1222 North 23rd Street (5) Sheboygan WI — 120 4,014 — — — 120 4,014 4,134 1,530 9/30/2009 1987 2414 Kohler Memorial Drive (5) 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 S-10 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III 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 Capitalized Subsequent to Acquisition Impairment Cost Basis Adjustment (2) Land Buildings, Improvements & Equipment Total (3) Accumulated Depreciation (4) Date Acquired Original Construction Date 3289 North Mayfair Road (5) Wauwatosa WI — 2,300 6,245 — — — 2,300 6,245 8,545 2,381 9/30/2009 1964 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 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 (1) Represents mortgage debts and finance leases. (2) Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP. (3) Aggregate cost for federal income tax purposes is approximately $ 6,919,516 . (4) We depreciate buildings and improvements over periods ranging up to 40 years and equipment over periods ranging up to 12 years. (5) These properties are collateral for our $ 940,534 senior secured notes due 2026. (6) These properties are subject to our $ 2,338 of finance leases . (7) These properties are collateral for our $ 127,464 of mortgage notes. S-11 Table of Contents DIVERSIFIED HEALTHCARE TRUST SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2024 (dollars in thousands) Analysis of the carrying amount of real estate and equipment and accumulated depreciation during the period: Real Estate and Equipment Accumulated Depreciation Balance as of December 31, 2021 $ 6,813,556 $ 1,737,807 Additions 372,443 220,536 Disposals ( 452,233 ) ( 96,788 ) Cost basis adjustment (1) ( 40,838 ) ( 33,203 ) Reclassification of assets held for sale, net ( 385 ) — Balance as of December 31, 2022 6,692,543 1,828,352 Additions 241,720 264,171 Disposals ( 16,750 ) — Impairment ( 18,380 ) — Cost basis adjustment (1) ( 71,608 ) ( 71,608 ) Reclassification of assets held for sale, net ( 9,058 ) ( 72 ) Balance as of December 31, 2023 6,818,467 2,020,843 Additions 186,815 270,802 Disposals ( 74,605 ) ( 24,183 ) Impairment ( 70,734 ) — Cost basis adjustment (1) ( 57,966 ) ( 57,966 ) Reclassification of assets held for sale, net ( 378,725 ) ( 126,719 ) Balance as of December 31, 2024 $ 6,423,252 $ 2,082,777 (1) Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP. S-12 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DIVERSIFIED HEALTHCARE TRUST By: /s/ Christopher J. Bilotto Christopher J. Bilotto President and Chief Executive Officer Dated: February 25, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Christopher J. Bilotto Managing Trustee, President and Chief Executive Officer (principal executive officer) February 25, 2025 Christopher J. Bilotto /s/ Matthew C. Brown Chief Financial Officer and Treasurer (principal financial and accounting officer) February 25, 2025 Matthew C. Brown /s/ John L. Harrington Independent Trustee February 25, 2025 John L. Harrington /s/ Phyllis M. Hollis Independent Trustee February 25, 2025 Phyllis M. Hollis /s/ Lisa Harris Jones Independent Trustee February 25, 2025 Lisa Harris Jones /s/ Dawn K. Neher Independent Trustee February 25, 2025 Dawn K. Neher /s/ Adam D. Portnoy Managing Trustee February 25, 2025 Adam D. Portnoy /s/ Jeffrey P. Somers Independent Trustee February 25, 2025 Jeffrey P. Somers S-13