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Item 1. Financial Statements

2025-11-03 compared with 2025-08-04 · 198 added, 147 removed, 710 unchanged (33% of the section changed)

3 unchanged sentences

(dollars in thousands, except share data)

June 30, December 31,

September 30, December 31,

Real estate properties:

34 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

Total expenses 497,901 415,951 1,349,139 1,200,539

(Loss) gain on sale of properties ( 7,429 ) ( 13,213 ) 102,711 ( 19,087 )

Gain (loss) on sale of properties 1,260 111 103,971 ( 18,976 )

Gain on insurance recoveries — — 7,522 —

Interest and other income 2,982 2,403 5,081 4,640

Interest income and other expenses ( 774 ) 2,575 4,307 7,215

Interest expense (including net amortization of debt discounts, premiums and issuance costs of $ 20,121 , $ 26,188 , $ 66,094 and $ 76,642 , respectively)

5 unchanged sentences

Net loss $ ( 164,040 ) $ ( 98,689 ) $ ( 264,665 ) $ ( 282,809 )

Other comprehensive income (loss):

Equity in unrealized gains (losses) of an investee 25 ( 22 ) 52 ( 26 )

Other comprehensive income:

Equity in unrealized gains of an investee 7 34 59 8

Unrealized loss on derivative ( 6 ) — ( 23 ) —

Other comprehensive income (loss) 14 ( 22 ) 35 ( 26 )

Other comprehensive income 1 34 36 8

Comprehensive loss $ ( 164,039 ) $ ( 98,655 ) $ ( 264,629 ) $ ( 282,801 )

28 unchanged sentences

241,420,341 2,414 4,621,858 1,307,398 18 ( 4,076,715 ) 1,854,973

Net loss — — — ( 164,040 ) — — ( 164,040 )

Other comprehensive income — — — — 1 — 1

Distributions — — — — — ( 2,414 ) ( 2,414 )

Share grants 950,895 10 1,159 — — — 1,169

Share repurchases ( 218,290 ) ( 2 ) ( 952 ) — — — ( 954 )

Share forfeitures ( 5,984 ) ( 1 ) ( 4 ) — — — ( 5 )

Balance at September 30, 2025:

242,146,962 $ 2,421 $ 4,622,061 $ 1,143,358 $ 19 $ ( 4,079,129 ) $ 1,688,730

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

DIVERSIFIED HEALTHCARE TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)

(dollars in thousands)

Shares Common

Shares Additional

Capital Cumulative

Net Income Cumulative Other Comprehensive Income (Loss) Cumulative Distributions Total Shareholders' Equity

Balance at December 31, 2023:

15 unchanged sentences

240,619,470 2,406 4,619,846 1,594,158 ( 26 ) ( 4,067,070 ) 2,149,314

Net loss — — — ( 98,689 ) — — ( 98,689 )

Other comprehensive income — — — — 34 — 34

Distributions — — — — — ( 2,406 ) ( 2,406 )

Share grants 881,767 9 923 — — — 932

Share repurchases ( 219,864 ) ( 2 ) ( 779 ) — — — ( 781 )

Balance at September 30, 2024:

241,281,373 $ 2,413 $ 4,619,990 $ 1,495,469 $ 8 $ ( 4,069,476 ) $ 2,048,404

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

2 unchanged sentences

(dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

23 unchanged sentences

Investment in AlerisLife Inc.

Equity method investment distribution 17,000 —

Equity method investment distributions 48,400 —

Contributions to unconsolidated joint ventures ( 8,500 ) —

3 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of senior secured notes, net 369,375 —

Proceeds from mortgage notes payable 343,157 120,000

7 unchanged sentences

Net cash (used in) provided by financing activities ( 216,877 ) 41,293

(Decrease) increase in cash and cash equivalents and restricted cash ( 1,273 ) 23,124

Increase in cash and cash equivalents and restricted cash 59,769 14,439

Cash and cash equivalents and restricted cash at beginning of period 149,854 246,961

4 unchanged sentences

(dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental cash flow information:

4 unchanged sentences

Real estate improvements accrued, not paid $ 15,474 $ 18,603

(1) Includes $ 34,700 of accreted interest paid during the six months ended June 30, 2025 on our senior secured notes due 2026.

(1) Includes $ 86,992 of accreted interest paid during the nine months ended September 30, 2025 on our senior secured notes due 2026.

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 condensed consolidated balance sheets to the amount shown in our condensed consolidated statements of cash flows:

As of June 30,

As of September 30,

Cash and cash equivalents $ 201,371 $ 256,527

38 unchanged sentences

Real Estate and Other Investments

As of June 30, 2025, we owned 341 properties located in 34 states and Washington, D.C., including 21 properties classified as held for sale and one closed senior living community, and we owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states.

As of September 30, 2025, we owned 335 properties located in 34 states and Washington, D.C., including 50 properties classified as held for sale, and we owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states.

Dispositions:

The table below represents the sale prices, excluding closing costs, of our dispositions for the six months ended June 30, 2025.

The table below represents the sale prices, excluding closing costs, of our dispositions for the nine months ended September 30, 2025.

We do not believe these sales represent a strategic shift in our business.

As a result, the results of operations for these

As a result, the results of

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

(dollar amounts in thousands, except per share data or as otherwise stated)

properties are included in continuing operations through the date of sale of such properties in our condensed consolidated statements of comprehensive income (loss).

operations for these properties are included in continuing operations through the date of sale of such properties in our condensed consolidated statements of comprehensive income (loss).

Date of Sale State Type of Property Number of Properties Sales Price Gain (Loss) on Sale

9 unchanged sentences

May 2025 Missouri Medical Office 1 5,250 ( 2,168 )

July 2025 Wisconsin Medical Office 1 500 ( 34 )

July 2025 Montana Medical Office 1 4,300 31

July 2025 New Jersey All Other 1 4,000 1,554

August 2025 Pennsylvania Medical Office 1 1,800 ( 19 )

September 2025 Georgia Senior Living (SHOP) 1 1,600 ( 218 )

September 2025 Maryland Medical Office 1 4,250 ( 54 )

32 $ 353,675 $ 103,971

(1) We used aggregate net proceeds of $ 299,158 from the sales of these properties to partially redeem our outstanding senior secured notes due 2026.

As of June 30, 2025, we had 21 properties classified as held for sale in our condensed consolidated balance sheet as follows:

As of September 30, 2025, we had 50 properties classified as held for sale in our condensed consolidated balance sheet as follows:

Segment Number of Properties Real Estate Properties, Net

1 unchanged sentence

Medical Office and Life Science 21 139,609

All Other 1 2,246

(1) The net proceeds from the sale of two of these properties are required to be used to partially redeem our outstanding senior secured notes due 2026, if the sales of those properties are completed.

We expect to sell these properties during the fourth quarter of 2025 for an aggregate sales price of $ 13,118 , excluding closing costs.

Subsequent to June 30, 2025, we sold three properties for an aggregate sales price of $ 8,800 , excluding closing costs.

As of August 1, 2025, we had 49 properties under agreements or letters of intent to sell for an aggregate sales price of $ 279,923 , excluding closing costs.

Subsequent to September 30, 2025, we sold 12 properties for an aggregate sales price of $ 42,130 , excluding closing costs.

In October 2025, we used net proceeds of $ 10,249 from the sale of one of these properties to partially redeem our outstanding senior secured notes due 2026.

As of November 3, 2025, we had 38 properties under agreements or letters of intent to sell for an aggregate sales price of $ 237,219 , excluding closing costs.

The net proceeds from the sales of 12 of these properties, which have an expected aggregate sales price of $ 90,529 , excluding closing costs, are required to be used to partially redeem our outstanding senior secured notes due 2026, if the sales of such properties are completed.

5 unchanged sentences

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 the six months ended June 30, 2025, we recorded impairment charges of $ 52,266 to adjust the carrying value of 10 medical office properties to their estimated fair values.

We sold one of these properties during the six months ended June 30, 2025.

Four of these properties were classified as held for sale in our condensed consolidated balance sheet as of June 30, 2025.

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

(dollar amounts in thousands, except per share data or as otherwise stated)

Subsequent to June 30, 2025, we sold two of these 10 properties, and as of August 1, 2025, seven properties were under agreements or letters of intent to sell.

During the six months ended June 30, 2025, we also recorded impairment charges of $ 17,199 to adjust the carrying value of 10 senior living communities in our senior housing operating portfolio, or SHOP, to their estimated fair values.

These communities were classified as held for sale in our condensed consolidated balance sheet as of June 30, 2025.

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 the nine months ended September 30, 2025, we recorded impairment charges of $ 109,597 to adjust the carrying value of 18 medical office and life science properties to their estimated fair values.

We sold five of these properties during the nine months ended September 30, 2025.

The remaining 13 properties were classified as held for sale in our condensed consolidated balance sheet as of September 30, 2025.

During the nine months ended September 30, 2025, we also recorded impairment charges of $ 53,111 to adjust the carrying value of 25 senior living communities in our senior housing operating portfolio, or SHOP, to their estimated fair values.

We sold one of these communities during the nine months ended September 30, 2025.

The remaining 24 communities were classified as held for sale in our condensed consolidated balance sheet as of September 30, 2025.

Investments and Capital Expenditures:

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

23 unchanged sentences

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

Equity Method Investments in Unconsolidated Joint Ventures:

As of June 30, 2025, we had equity investments in unconsolidated joint ventures as follows:

Equity Method Investments in Joint Venture DHC Ownership DHC Carrying Value of Investment at June 30, 2025

As of September 30, 2025, we had equity investments in unconsolidated joint ventures as follows:

Equity Method Investments in Joint Venture DHC Ownership DHC Carrying Value of Investment at September 30, 2025

Number of Properties State Square Feet

2 unchanged sentences

$ 112,769 11 2,203,242

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

The following table provides a summary of the mortgage debts of these joint ventures as of June 30, 2025:

The following table provides a summary of the mortgage debts of these joint ventures as of September 30, 2025:

Joint Venture Coupon Rate Maturity Date Principal Balance (1)

7 unchanged sentences

(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 %.

(2) We provide certain limited recourse guaranties on this debt, with our liability limited to $ 100,000 .

(3) Reflects August 2025 refinancing of the previous mortgage loan with an original principal balance of $ 620,000 .

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

2 unchanged sentences

We account for the unconsolidated joint venture for 10 medical office and life science properties in which we own a 20 % equity interest, or the LSMD JV, and the unconsolidated joint venture for a life science property located in Boston, Massachusetts in which we own a 10 % equity interest, or the Seaport JV, using the equity method of accounting under the fair value option.

We recognized changes in the fair value of our investments in our unconsolidated joint ventures of $ 2,654 and $( 21,493 ) during the three months ended June 30, 2025 and 2024, respectively, and $ 3,792 and $( 19,880 ) during the six months ended June 30, 2025 and 2024, respectively.

We recognized changes in the fair value of our investments in our unconsolidated joint ventures of $ 1,869 and $ 1,707 during the three months ended September 30, 2025 and 2024, respectively, and $ 5,661 and $( 18,173 ) during the nine months ended September 30, 2025 and 2024, respectively.

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

On August 21, 2025, the Seaport JV paid an aggregate cash distribution of $ 280,000 to its investors in connection with the refinancing of its prior mortgage loan in August 2025.

Our pro rata share of this cash distribution was $ 28,000 and our basis in the equity method investment in the Seaport JV was reduced by such amount.

See Note 6 for further information regarding the valuation of our investment in these joint ventures.

Equity Method Investment in AlerisLife:

As of June 30, 2025, we owned approximately 34.0 % of the outstanding common shares of AlerisLife Inc., or AlerisLife.

As of September 30, 2025, 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 June 30, 2025, our investment in AlerisLife had a carrying value of $ 8,418 .

As of September 30, 2025, our investment in AlerisLife had a carrying value of $ 8,240 .

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 $ 351 and $ 352 for the three months ended June 30, 2025 and 2024, respectively, and $ 702 and $ 526 for the six months ended June 30, 2025 and 2024, respectively.

We recognized income of $ 77 and $ 8,834 related to our investment in AlerisLife for the three months ended June 30, 2025 and 2024, respectively, and $ 75 and $ 8,945 for the six months ended June 30, 2025 and 2024, respectively.

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

We recorded amortization of the basis difference of $ 351 and $ 351 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,053 and $ 877 for the nine months ended September 30, 2025 and 2024, respectively.

We recognized income of $ 2,863 and $( 1,531 ) related to our investment in AlerisLife for the three months ended September 30, 2025 and 2024, respectively, and $ 2,938 and $ 7,414 for the nine months ended September 30, 2025 and 2024, respectively.

These amounts are included in equity

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

in net earnings (losses) of investees in our condensed consolidated statements of comprehensive income (loss).

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

1 unchanged sentence

On July 15, 2025, AlerisLife paid an aggregate cash dividend of $ 10,000 to its stockholders.

Our pro rata share of this cash dividend was $ 3,400 and our basis in the equity method investment in AlerisLife will be reduced by such amount.

Our pro rata share of this cash dividend was $ 3,400 and our basis in the equity method investment in AlerisLife was reduced by such amount.

See Note 11 for further information regarding our investment in AlerisLife.

1 unchanged sentence

We carry comprehensive property, casualty, flood and business interruption insurances which covered our losses at these senior living communities, subject to a deductible.

During the six months ended June 30, 2025, we recognized a gain on

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

insurance recoveries of $ 7,522 as a result of insurance proceeds received for these damaged senior living communities and the closing of the associated claim.

During the nine months ended September 30, 2025, we recognized a gain on insurance recoveries of $ 7,522 as a result of insurance proceeds received for these damaged senior living communities and the closing of the associated claim.

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

4 unchanged sentences

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 decreased rental income to record revenue on a straight line basis by $ 146 for the three months ended June 30, 2025.

We increased rental income to record revenue on a straight line basis by $ 309 for the six months ended June 30, 2025 and $ 656 and $ 947 for the three and six months ended June 30, 2024, respectively.

Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 69,749 and $ 69,814 of straight line rent receivables at June 30, 2025 and December 31, 2024, respectively, and are included in other assets, net in our condensed consolidated balance sheets.

We increased rental income to record revenue on a straight line basis by $ 450 and $ 658 for the three months ended September 30, 2025 and 2024, respectively, and $ 759 and $ 1,605 for the nine months ended September 30, 2025 and 2024, respectively.

Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 62,056 and $ 69,814 of straight line rent receivables at September 30, 2025 and December 31, 2024, respectively, and are included in other assets, net in our condensed 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 $ 9,812 and $ 11,635 for the three months ended June 30, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 9,768 and $ 11,586 , respectively, and $ 20,650 and $ 22,985 for the six months ended June 30, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 20,191 and $ 22,870 , respectively.

Such payments totaled $ 10,098 and $ 11,126 for the three months ended September 30, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 10,064 and $ 11,083 , respectively, and $ 30,748 and $ 34,111 for the nine months ended September 30, 2025 and 2024, respectively, of which tenant reimbursements totaled $ 30,255 and $ 33,953 , respectively.

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 $ 18,301 and $ 18,689 , respectively, as of June 30, 2025, and $ 20,025 and $ 20,411 , respectively, as of December 31, 2024.

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 $ 17,423 and $ 17,810 , respectively, as of September 30, 2025, and $ 20,025 and $ 20,411 , respectively, as of December 31, 2024.

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

4 unchanged sentences

(dollar amounts in thousands, except per share data or as otherwise stated)

At June 30, 2025 and December 31, 2024, our outstanding indebtedness consisted of the following:

At September 30, 2025 and December 31, 2024, our outstanding indebtedness consisted of the following:

Senior Unsecured Notes:

Principal Balance as of

Coupon Rate Maturity June 30, 2025 December 31, 2024

Coupon Rate Maturity September 30, 2025 December 31, 2024

Senior unsecured notes 9.750 % June 2025 $ — $ 380,000

11 unchanged sentences

Secured and Other Debt:

Properties Securing Principal Balance as of (1)

Properties Securing at

Principal Balance as of (1)

Net Book Value of Collateral as of

At June 30, 2025 At December 31, 2024 June 30, 2025 December 31, 2024 Interest

Rate Maturity June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 Interest

Rate Maturity September 30, 2025 December 31, 2024

Secured revolving credit facility

2 unchanged sentences

58 95 334,370 940,534 0.00 % January 2026 617,410 1,064,171

Senior secured notes (4)

36 — 375,000 — 7.25 % October 2030 406,715 —

Floating rate mortgage loan (5)

15 unchanged sentences

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 73 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

(2) These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis by certain of our subsidiaries that own 58 properties, or the 2026 Collateral Guarantors, and on a joint, several and unsecured basis, by all of our subsidiaries other

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

(dollar amounts in thousands, except per share data or as otherwise stated)

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.

than the 2026 Collateral Guarantors and certain excluded subsidiaries.

These notes and the guarantees provided by the 2026 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 2026 Collateral Guarantors.

The unsecured guarantees related to these notes 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) We have a one-time option to extend the maturity date of these senior secured 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 senior secured notes remain outstanding.

(4) These notes are fully and unconditionally guaranteed, on a joint, several and senior secured basis by certain of our subsidiaries that own 36 properties, or the 2030 Collateral Guarantors, and on a joint, several and unsecured basis, by all of our subsidiaries other than the 2030 Collateral Guarantors and certain excluded subsidiaries.

These notes and the guarantees provided by the 2030 Collateral Guarantors are secured by a first priority lien on and security interest in 100 % of the equity interests in each of the 2030 Collateral Guarantors.

(5) This mortgage loan requires that interest be paid at an annual rate of SOFR plus a premium of 2.50 % with interest-only payments through April 2027, and we have two six-month extension options of the interest-only period, subject to satisfaction of certain conditions.

3 unchanged sentences

(8) Excludes unamortized debt issuance costs for our revolving credit facility as these costs are included in other assets, net in our condensed consolidated balance sheets.

As of June 30, 2025, all $ 641,376 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 $ 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 June 30, 2025.

As of August 1, 2025, we are under agreements or letters of intent to sell 11 additional properties that secure our senior secured notes due 2026 for an expected aggregate sales price of $ 90,588 , excluding closing costs.

The net proceeds from these sales are required to be used to partially redeem these senior secured notes, if these sales are completed.

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.

As of September 30, 2025, 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 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 September 30, 2025.

No cash interest is due 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.

We recognized discount accretion of $ 16,307 and $ 21,440 for the three months ended June 30, 2025 and 2024, respectively, and $ 38,429 and $ 42,099 for the six months ended June 30, 2025 and 2024, respectively, for our senior secured notes due 2026 in interest expense in our condensed consolidated statements of comprehensive income (loss).

We recognized discount accretion of $ 16,313 and $ 22,034 for the three months ended September 30, 2025 and 2024, respectively, and $ 54,742 and $ 64,133 for the nine months ended September 30, 2025 and 2024, respectively, for our senior secured notes due 2026 in interest expense in our condensed consolidated statements of comprehensive income (loss).

As of November 3, 2025, we are under agreements or letters of intent to sell 12 additional properties that secure our senior secured notes due 2026 for an expected aggregate sales price of $ 90,529 , excluding closing costs.

The net proceeds from these sales are required to be used to partially redeem these senior secured notes, if these sales are completed.

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

(dollar amounts in thousands, except per share data or as otherwise stated)

The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the six months ended June 30, 2025:

The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the nine months ended September 30, 2025:

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

Repayments during the six months ended June 30, 2025:

Repayments during the nine months ended September 30, 2025:

March 2025 (1)

3 unchanged sentences

June 2025 Senior unsecured notes — 9.75 % June 2025 $ 100,000 100,000 $ — —

September 2025 (2)

Senior secured notes 58 0.00 % January 2026 $ 641,376 307,006 $ 334,370 11,191

Total $ 986,164 $ 40,388

(1) During the six months ended June 30, 2025, we sold 22 properties that secured our senior secured notes due 2026.

(1) During the nine months ended September 30, 2025, we sold 22 properties that secured our senior secured notes due 2026.

We used aggregate net proceeds of $ 299,158 from the sales of these properties to partially redeem these senior secured notes.

(2) In September 2025, we redeemed a portion of our senior secured notes due 2026 for a redemption price equal to the principal amount of $ 307,006 .

As a result of this partial redemption, 15 of the properties that secured these senior secured notes were released.

There are now first priority liens on and security interests in 100 % of the equity interests in the subsidiaries owning these 15 properties that secure our 7.25 % senior secured notes due 2030.

In March 2025, we executed a $ 140,000 floating rate mortgage loan secured by 14 SHOP communities.

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Our revolving credit facility matures in June 2029 and we have two six-month extension options for the maturity date of the facility, subject to satisfaction of certain conditions and payment of an extension fee.

Interest payable on borrowings under our revolving credit facility is based on SOFR plus a premium of 2.50 % to 3.00 %, depending on our net leverage ratio, as defined in our credit agreement, which was 2.50 % as of June 30, 2025.

We also pay an unused commitment fee of 25 to 35 basis points per annum based on amounts outstanding under our revolving credit facility.

As of June 30, 2025, the annual interest rate payable on borrowings under our revolving credit facility was 7.05 %.

As of June 30, 2025 and August 1, 2025, we had no borrowings under our revolving credit facility and $ 150,000 available for borrowings.

Interest on our senior unsecured notes is payable either semiannually 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 loan maturing in June 2034 requires monthly interest payments and no principal payment is due until maturity, while our mortgage loans maturing in March 2028, May 2035 and June 2035 require monthly interest payments and no principal payment is due for a specified amount of time.

Our mortgage loans maturing in June 2030 and July 2043 require

In September 2025, we issued $ 375,000 in aggregate principal amount of our 7.25 % senior secured notes due 2030 in a private offering raising net proceeds of $ 364,726 , after deducting discounts and commissions to the initial purchasers and other estimated fees and expenses.

These notes require semi-annual interest payments through maturity.

We used the net proceeds from the offering to partially redeem $ 307,006 of our then outstanding $ 641,376 senior secured notes due 2026.

As a result of

DIVERSIFIED HEALTHCARE TRUST

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(dollar amounts in thousands, except per share data or as otherwise stated)

monthly principal and interest payments.

this partial redemption, we recorded a loss on modification or early extinguishment of debt of $ 11,191 for the three months ended September 30, 2025.

We also pay an unused commitment fee of 25 to 35 basis points per annum based on amounts outstanding under our revolving credit facility.

As of September 30, 2025, the annual interest rate payable on borrowings under our revolving credit facility was 6.84 %.

As of September 30, 2025 and November 3, 2025, we had no borrowings under our revolving credit facility and $ 150,000 available for borrowings.

Interest on our senior unsecured notes and our 7.25 % senior secured notes due 2030 is payable either semiannually or quarterly in arrears;

however, no principal repayments are due until maturity.

No interest is payable on our senior secured notes due 2026, with any principal amount outstanding due at maturity.

Our mortgage loans maturing in June 2030 and July 2043 require monthly principal and interest payments.

Payments under our finance leases are due monthly.

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Borrowings under our revolving credit facility are subject to satisfying certain financial covenants and other credit facility conditions.

We believe we were in compliance with the terms and conditions of our debt agreements as of June 30, 2025.

We believe we were in compliance with the terms and conditions of our debt agreements as of September 30, 2025.

Fair Value of Assets and Liabilities

The following table presents certain of our assets that are measured at fair value at June 30, 2025 and December 31, 2024, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.

As of June 30, 2025 As of December 31, 2024

The following table presents certain of our assets that are measured at fair value at September 30, 2025 and December 31, 2024, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.

As of September 30, 2025 As of December 31, 2024

Description Carrying Value Carrying Value

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Real estate properties held for sale (Level 2) (4)

$ 129,922 $ —

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

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

During the three months ended June 30, 2025, we recorded impairment charges of $ 13,794 to reduce the carrying value of seven medical office properties, two of which are classified as held for sale, to their estimated sales price, less estimated costs to sell, of $ 17,892 under agreements or letters or intent to sell that we have entered into with third parties.

During the three months ended June 30, 2025, we also recorded impairment charges of $ 17,199 to reduce the carrying value of 10 senior living communities classified as held for sale to their estimated sales price, less estimated costs to sell, of $ 23,042 under agreements to sell that we have 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 June 30, 2025 and December 31, 2024 included cash and cash equivalents, restricted cash, certain other assets, our revolving credit facility, 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 condensed consolidated financial statements as of such dates, except as follows:

During the three months ended September 30, 2025, we recorded impairment charges of $ 57,331 to reduce the carrying value of 12 medical office properties classified as held for sale to their estimated sales price, less estimated costs to sell, of $ 82,288 under agreements to sell that we have entered into with third parties.

During the three months ended September 30, 2025, we also recorded impairment

DIVERSIFIED HEALTHCARE TRUST

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(dollar amounts in thousands, except per share data or as otherwise stated)

As of June 30, 2025 As of December 31, 2024

charges of $ 35,912 to reduce the carrying value of 24 senior living communities classified as held for sale to their estimated sales price, less estimated costs to sell, of $ 47,634 under agreements or letters of intent to sell that we have 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 September 30, 2025 and December 31, 2024 included cash and cash equivalents, restricted cash, certain other assets, our revolving credit facility, 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 condensed consolidated financial statements as of such dates, except as follows:

As of September 30, 2025 As of December 31, 2024

Description Carrying Value (1)

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496,972 476,700 496,018 429,170

Senior secured notes, 7.250 % coupon rate, due 2030

364,753 381,113 — —

Senior unsecured notes, 4.375 % coupon rate, due 2031

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(1) Includes unamortized net discounts, premiums 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 The Nasdaq Stock Market LLC, or Nasdaq, as of June 30, 2025 and December 31, 2024 (Level 1 inputs as defined in the fair value hierarchy under GAAP).

We estimated the fair values of our three issuances of senior unsecured notes due 2025, 2028 and 2031 and our issuance of senior secured notes due 2026 using an average of the bid and ask price on Nasdaq on or about June 30, 2025 and December 31, 2024 (Level 2 inputs as defined in the fair value hierarchy under GAAP).

We estimated the fair values of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, as of September 30, 2025 and December 31, 2024 (Level 1 inputs as defined in the fair value hierarchy under GAAP).

We estimated the fair values of our three issuances of senior unsecured notes due 2025, 2028 and 2031 and our two issuances of senior secured notes due 2026 and 2030 using an average of the bid and ask price on Nasdaq on or about September 30, 2025 and December 31, 2024 (Level 2 inputs as defined in the fair value hierarchy under GAAP).

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

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On May 29, 2025, in accordance with our Trustee compensation arrangements, we awarded to each of our seven Trustees 29,141 of our common shares, valued at $ 3.26 per share, the closing price of our common shares on Nasdaq on that day.

On September 9, 2025, we awarded to our officers and certain other employees of The RMR Group LLC, or RMR, under our equity compensation plan an aggregate of 950,895 of our common shares, valued at $ 4.28 per share, the closing price of our common shares on Nasdaq on that day.

Common Share Purchases:

During the three and six months ended June 30, 2025, we purchased an aggregate of 38,908 and 40,943 of our common shares, respectively, valued at a weighted average share price of $ 2.64 , from certain former officers and employees of The RMR Group LLC, or RMR, in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

During the three and nine months ended September 30, 2025, we purchased an aggregate of 218,290 and 259,233 of our common shares, respectively, valued at a weighted average share price of $ 4.37 and $ 4.10 , respectively, from our officers and certain other current and former officers and employees of RMR and certain current and former employees of AlerisLife in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

Distributions:

During the six months ended June 30, 2025, we declared and paid quarterly distributions to common shareholders as follows:

During the nine months ended September 30, 2025, we declared and paid quarterly distributions to common shareholders as follows:

Declaration Date Record Date Payment Date Distribution Per Share Total Distributions

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April 10, 2025 April 22, 2025 May 15, 2025 0.01 2,413

July 10, 2025 July 21, 2025 August 14, 2025 0.01 2,414

$ 0.03 $ 7,240

On July 10, 2025, we declared a quarterly distribution to common shareholders of record on July 21, 2025 of $ 0.01 per share, or approximately $ 2,414 .

We expect to pay this distribution on or about August 14, 2025 using cash on hand.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

On October 9, 2025, we declared a quarterly distribution to common shareholders of record on October 27, 2025 of $ 0.01 per share, or approximately $ 2,421 .

We expect to pay this distribution on or about November 13, 2025 using cash on hand.

Segment Reporting

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(dollar amounts in thousands, except per share data or as otherwise stated)

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Medical Office and Life Science Portfolio Total

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Acquisition and certain other transaction related costs ( 1,158 )

Interest and other income 2,982

Gain on sale of properties 1,554

Interest income and other expenses ( 774 )

Interest expense ( 39,653 )

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(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, interest and other income and gain on insurance recoveries, as applicable.

(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, interest income and other expenses and gain on insurance recoveries, as applicable.

DIVERSIFIED HEALTHCARE TRUST

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(dollar amounts in thousands, except per share data or as otherwise stated)

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Medical Office and Life Science Portfolio Total

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Gain on sale of properties 99,114

Interest and other income 5,081

Interest income and other expenses 4,307

Interest expense ( 138,959 )

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(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, interest income and other expenses and gain on insurance recoveries, as applicable.

DIVERSIFIED HEALTHCARE TRUST

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(dollar amounts in thousands, except per share data or as otherwise stated)

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

SHOP Medical Office and Life Science Portfolio Total

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Acquisition and certain other transaction related costs ( 331 )

Interest and other income 2,403

Interest income and other expenses 2,575

Interest expense ( 57,070 )

Loss on modification or early extinguishment of debt ( 209 )

Income tax expense ( 148 )

Equity in net earnings of an investee 9,186

Equity in net earnings (losses) of an investee ( 1,180 )

Net loss $ ( 98,689 )

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(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, interest income and other expenses and gain on insurance recoveries, as applicable.

DIVERSIFIED HEALTHCARE TRUST

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(dollar amounts in thousands, except per share data or as otherwise stated)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

SHOP Medical Office and Life Science Portfolio Total

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Acquisition and certain other transaction related costs ( 2,243 )

Interest and other income 4,640

Interest income and other expenses 7,215

Interest expense ( 172,103 )

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As of June 30, 2025 As of December 31, 2024

(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, interest income and other expenses and gain on insurance recoveries, as applicable.

As of September 30, 2025 As of December 31, 2024

SHOP $ 2,954,224 $ 3,084,101

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We lease our managed senior living communities to our taxable REIT subsidiaries, or TRSs.

On September 3, 2025, we announced that we entered into agreements with AlerisLife and seven different third party managers to transition the management of 116 of our senior living communities managed by Five Star to these managers in connection with the sale by AlerisLife of all of its assets and the wind-down of its business.

As of September 30, 2025 , management agreements for 21 of our senior living communities had been transitioned from Five Star to new and existing managers.

As of November 3, 2025, management agreements for 85 communities had been transitioned to new managers and we expect to complete the management transitions for the remaining senior living communities by December 31, 2025.

We may experience temporary disruption, including reductions in our cash flows, as we transition these communities from Five Star.

Our Senior Living Communities Managed by Five Star.

Five Star managed 118 and 119 of our senior living communities as of June 30, 2025 and 2024, respectively.

We incurred management fees payable to Five Star of $ 11,140 and $ 10,444 for the three months ended June 30, 2025 and 2024, respectively, and $ 22,374 and $ 20,851 for the six months ended June 30, 2025 and 2024, respectively.

For the three months ended June 30, 2025 and 2024, $ 10,636 and $ 9,995 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 504 and $ 449 , respectively, were capitalized in our condensed consolidated balance sheets.

For the six months ended June 30, 2025 and 2024, $ 21,275 and $ 19,993 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 1,099 and $ 858 , respectively, were capitalized in our condensed consolidated balance sheets.

Five Star managed 97 and 119 of our senior living communities as of September 30, 2025 and 2024, respectively.

We incurred management fees payable to Five Star of $ 10,877 and $ 10,611 for the three months ended September 30, 2025 and 2024, respectively, and $ 33,251 and $ 31,462 for the nine months ended September 30, 2025 and 2024, respectively.

For the three months ended September 30, 2025 and 2024, $ 10,446 and $ 10,060 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 431 and $ 551 , respectively, were capitalized in our condensed consolidated balance sheets.

For the nine months ended September 30, 2025 and 2024, $ 31,721 and $ 30,053 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 1,530 and $ 1,409 , respectively, were capitalized in our condensed consolidated balance sheets.

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

Our Senior Living Communities Managed by Other Third Party Managers.

Several other third party managers managed 112 and 111 of our senior living communities as of June 30, 2025 and 2024, respectively.

We incurred management fees payable to these third party managers of $ 5,970 and $ 5,758 for the three months ended June 30, 2025 and 2024, respectively, and $ 12,304 and $ 11,483 for the six months ended June 30, 2025 and 2024, respectively.

Additionally, we incurred incentive management fees payable to certain of these third party managers of $ 351 for the six months ended June 30, 2025.

Several other third party managers managed 132 and 111 of our senior living communities as of September 30, 2025 and 2024, respectively.

We incurred management fees payable to these third party managers of $ 6,812 and $ 5,858 for the three months ended September 30, 2025 and 2024, respectively, and $ 19,116 and $ 17,341 for the nine months ended September 30, 2025 and 2024, respectively.

Additionally, we incurred incentive management fees payable to certain of these third party managers of $ 351 for the nine months ended September 30, 2025.

These amounts are included in property operating expenses in our condensed 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:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Revenue from contracts with customers:

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See Note 11 for further information regarding our relationship, agreements and transactions with RMR.

Business Management Agreements with RMR.

Pursuant to our business management agreement and in accordance with GAAP, we accrued estimated incentive management fees during the three and six months ended June 30, 2025 and 2024, if any.

The actual amount of incentive management fees incurred for 2025, if any, will be based on our common share total return, as defined in our business management agreement, for the three year period ending December 31, 2025, and will be payable to RMR in January 2026.

We did not incur any incentive management fees for the year ended December 31, 2024.

DIVERSIFIED HEALTHCARE TRUST

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(dollar amounts in thousands, except per share data or as otherwise stated)

Business Management Agreements with RMR.

Pursuant to our business management agreement and in accordance with GAAP, we accrued estimated incentive management fees during the three and nine months ended September 30, 2025 and 2024.

The actual amount of incentive management fees incurred for 2025, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2025, and will be payable to RMR in January 2026.

We did not incur any incentive management fees for the year ended December 31, 2024.

Expense Reimbursement.

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

For the three and six months ended June 30, 2025 and 2024, the business management fees, incentive management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Three Months Ended June 30, Six Months Ended June 30,

For the three and nine months ended September 30, 2025 and 2024, the business management fees, incentive management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Financial Statement Line Item 2025 2024 2025 2024

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Total $ 3,135 $ 4,007 $ 10,294 $ 11,448

(1) The net business management fees we recognized reflect a reduction of $ 743 for each of the three months ended June 30, 2025 and 2024 and $ 1,487 for each of the six months ended June 30, 2025 and 2024, for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.

(2) The net property management and construction supervision fees we recognized reflect a reduction of $ 199 for each of the three months ended June 30, 2025 and 2024 and $ 398 for each of the six months ended June 30, 2025 and 2024, for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

(1) The net business management fees we recognized reflect a reduction of $ 743 for each of the three months ended September 30, 2025 and 2024 and $ 2,229 for each of the nine months ended September 30, 2025 and 2024, for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.

(2) The net property management and construction supervision fees we recognized reflect a reduction of $ 199 for each of the three months ended September 30, 2025 and 2024 and $ 597 for each of the nine months ended September 30, 2025 and 2024, for the amortization of the liability we recorded in connection with our former investment in RMR Inc.

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

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The consent was approved by our Independent Trustees.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

Management Agreements between our Joint Ventures and RMR.

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(dollar amounts in thousands, except per share data or as otherwise stated)

Related Person Transactions

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

As of June 30, 2025, ABP Trust and Mr.

As of September 30, 2025, ABP Trust and Mr.

Portnoy owned 9.8 % of our outstanding common shares.

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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 June 30, 2025 and are included in other assets, net, in our condensed consolidated balance sheet.

The remaining costs totaled $ 4,050 as of September 30, 2025 and are included in other assets, net, in our condensed consolidated balance sheet.

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

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We lease office space to RMR in certain of our properties for RMR’s property management offices.

We recognized rental income from RMR for this leased office space of $ 102 and $ 148 for the three months ended June 30, 2025 and 2024, respectively, and $ 209 and $ 257 for the six months ended June 30, 2025 and 2024, respectively.

We recognized rental income from RMR for this leased office space of $ 102 and $ 97 for the three months ended September 30, 2025 and 2024, respectively, and $ 311 and $ 354 for the nine months ended September 30, 2025 and 2024, respectively.

For further information about these and other such relationships and certain other related person transactions, see our Annual Report.

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See Notes 5 and 6 for further information regarding the debt our interest rate cap is related to and the fair value of our interest rate cap.

The following table summarizes the terms of our outstanding interest rate cap agreement as of June 30, 2025:

The following table summarizes the terms of our outstanding interest rate cap agreement as of September 30, 2025:

Balance Sheet Line Item Underlying Instrument Maturity Date Strike Rate Notional Amount Fair Value

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The following table summarizes the activity related to our cash flow hedges within cumulative other comprehensive income (loss) for the periods shown:

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

Amount of loss recognized on derivative in other comprehensive income (loss) $ ( 17 ) $ ( 46 )

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

For the three months ended June 30, 2025 and 2024, we recognized income tax expense of $ 843 and $ 170 , respectively, and for the six months ended June 30, 2025 and 2024, we recognized income tax expense of $ 892 and $ 357 , respectively.

For the three months ended September 30, 2025 and 2024, we recognized income tax expense of $ 337 and $ 148 , respectively, and for the nine months ended September 30, 2025 and 2024, we recognized income tax expense of $ 1,229 and $ 505 , respectively.

DIVERSIFIED HEALTHCARE TRUST

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements