What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 598 added, 610 removed, 1428 unchanged (46% of the section changed)

65 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

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

Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2025

Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2025

12 unchanged sentences

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.)

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

4.1 Form of Common Share Certificate.

7 unchanged sentences

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.

Bank National Association), related to the Company's 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.)

5 unchanged sentences

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.

Bank National Association), related to the Company's 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.)

1 unchanged sentence

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.

Bank National Association), related to the Company's 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.)

4.11 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.)

4.7 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.

Bank National Association), related to the Company's 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.)

1 unchanged sentence

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

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

Bank National Association), related to the Company's 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.)

1 unchanged sentence

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

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

Bank National Association), related to the Company's 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.)

1 unchanged sentence

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

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

Bank National Association), related to the Company's 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.)

1 unchanged sentence

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

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

Bank National Association), related to the Company's 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.)

4.12 Supplemental Indenture, dated as of January 1 6 , 2026, 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 the Company's 4.375% Senior Notes due 2031.

(Filed herewith.)

4.13 Indenture, dated as of September 26, 2025, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S.

Bank Trust Company, National Association, related to the Company’s 7.250% Senior Secured Notes due 2030.

(Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 29, 2025.)

4.14 Supplemental Indenture, dated as of January 16 , 2026, 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 the Company’s 7.250% Senior Secured Notes due 2030.

(Filed herewith.)

4.15 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.

1 unchanged sentence

4.16 Description of Securities.

(Filed herewith.)

(Incorporated by reference to the Company's Annual Report on Form 10-K for the y ear ended December 31, 2024.)

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

3 unchanged sentences

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.)

10.4 Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 2, 2025.)

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.)

1 unchanged sentence

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.)

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.

10.8 Form of Indemnification Agreement.(+) (Incorporated by reference to t h e Company’s Quarterly Report on Form 10-Q for the quarter ended March 3 1 , 202 5 .)

10.9 Release of Certain Guarantors, dated as of January 28, 2022, related to the Company's 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.

1 unchanged sentence

(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.

10.10 Release of Certain Guarantors, dated as of October 12, 2023, related to the Company's 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.

1 unchanged sentence

(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.

10.11 Release of Certain Guarantors, dated as of December 21, 2023, related to the Company's 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.

1 unchanged sentence

(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.

10.12 Release of Certain Guarantors, dated as of March 1, 2024, related to the Company's 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.

1 unchanged sentence

(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.

10.13 Release of Certain Guarantors, dated as of June 5, 2024, related to the Company's 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.

1 unchanged sentence

(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.

10.14 Release of Certain Guarantors, dated as of June 30, 2025, related to the Company's 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.

1 unchanged sentence

(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.)

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.)

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

5 unchanged sentences

22.1 List of Subsidiary Guarantors.

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

(Filed herewith.)

23.1 Consent of Deloitte & Touche LLP.

10 unchanged sentences

(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.)

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.(+) (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.)

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

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(+) Management contract or compensatory plan or arrangement.

† This document was previously filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025, and is being refiled to correct a scrivener’s error.

Form 10-K Summary.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of Diversified Healthcare Trust

To the Board of 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").

We have audited the accompanying consolidated balance sheets of Diversified Healthcare Trust and subsidiaries (the "Company") as of December 31, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

23 unchanged sentences

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:

Our audit procedures related to the undiscounted cash flows analysis for each real estate property or group of properties with 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 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 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 compared our analysis of the recoverability of the real estate property or group of properties to the Company's analysis.

5 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of Diversified Healthcare Trust

To the Board of 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).

We have audited the internal control over financial reporting of Diversified Healthcare Trust and subsidiaries (the “Company”) as of December 31, 2025, 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, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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LIABILITIES AND SHAREHOLDERS' EQUITY

Secured revolving credit facility $ — $ —

Senior secured notes, net 365,005 826,974

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Total expenses 1,742,823 1,621,261 1,513,598

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

Gain (loss) on sale of properties 117,730 ( 18,938 ) 1,205

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

Gain on insurance recoveries 7,522 — —

Interest and other income 5,839 8,950 15,536

7 unchanged sentences

Other comprehensive loss:

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

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

Unrealized loss on derivative ( 12 ) — —

Other comprehensive loss 5 ( 17 ) —

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Capital Cumulative

Net Income Cumulative Other Comprehensive Loss Cumulative

Net Income Cumulative Other Comprehensive Loss (Income) Cumulative

Distributions Total Shareholders' Equity

9 unchanged sentences

Net loss — — — ( 370,255 ) — — ( 370,255 )

Other comprehensive loss — — — — ( 17 ) — ( 17 )

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

5 unchanged sentences

Net loss — — — ( 285,886 ) — — ( 285,886 )

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

Other comprehensive income — — — — 5 — 5

Distributions — — — — — ( 9,661 ) ( 9,661 )

12 unchanged sentences

Net loss $ ( 285,886 ) $ ( 370,255 ) $ ( 293,572 )

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

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

Depreciation and amortization 261,923 284,957 284,083

Net amortization of debt premiums, discounts and issuance costs 77,942 103,437 11,811

Payment of accreted interest on senior secured notes ( 152,869 ) — —

Straight line rental income ( 962 ) ( 1,445 ) 1,095

2 unchanged sentences

Impairment of assets 165,702 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

(Gain) loss on sale of properties ( 117,730 ) 18,938 ( 1,205 )

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

Gain on insurance recoveries ( 7,522 ) — —

Other non-cash adjustments, net ( 359 ) ( 1,025 ) ( 1,932 )

6 unchanged sentences

Other liabilities 32,639 ( 6,521 ) ( 22,106 )

Net cash provided by (used in) operating activities 112,223 10,483 ( 40,353 )

Net cash (used in) provided by operating activities ( 19,618 ) 112,223 10,483

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate acquisitions and deposits — — ( 75,105 )

Real estate improvements ( 146,823 ) ( 201,702 ) ( 235,007 )

Proceeds from sale of properties, net 589,234 34,167 18,356

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 1,308 1,698 534

3 unchanged sentences

tender offer — — 14,006

Equity method investment distributions 48,400 — —

Contributions to unconsolidated joint ventures ( 8,500 ) ( 5,723 ) —

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

Purchase of interest rate cap ( 47 ) — —

Net cash provided by (used in) investing activities 483,572 ( 187,019 ) ( 202,111 )

CASH FLOWS FROM FINANCING ACTIVITIES:

2 unchanged sentences

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

Redemption of senior secured notes ( 750,001 ) — —

Redemption of senior unsecured notes ( 380,000 ) ( 120,000 ) ( 250,000 )

Repayment of other debt ( 3,843 ) ( 3,218 ) ( 17,049 )

Loss on early extinguishment of debt settled in cash — ( 978 ) ( 24,375 )

Early extinguishment of debt settled in cash ( 37,664 ) — ( 978 )

Payment of debt issuance costs ( 22,227 ) ( 8,562 ) ( 21,699 )

13 unchanged sentences

Interest paid (1)

$ 271,834 $ 131,557 $ 186,534

Income taxes paid $ 1,776 $ 484 $ 677

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 $ 20,426 $ 23,890 $ 38,777

(1) Includes $ 152,869 of accreted interest paid during the year ended December 31, 2025 on our senior secured notes due 2026 .

Supplemental disclosure of cash and cash equivalents and restricted cash:

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(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.

2 unchanged sentences

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

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.

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

As of December 31, 2025, we owned 298 properties located in 33 states and Washington, D.C.

As of December 31, 2025, our owned properties include:

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

221 senior living communities, including independent living (including active adult), assisted living, memory care and skilled nursing facilities, or SNFs, with approximately 24,500 living units;

67 medical office and life science properties with approximately 5.6 million rentable square feet;

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

40 unchanged sentences

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.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.

We account for our derivative instrument at fair value.

Accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative instrument and the designation of the derivative instrument.

The change in fair value of the effective portion of the derivative instrument that is not designated as a hedge or that does not meet the hedge accounting criteria is recorded as a gain or loss to operations.

EQUITY METHOD INVESTMENTS.

8 unchanged sentences

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.

Debt issuance costs for our senior secured and unsecured notes and other secured debt totaled $ 66,323 and $ 68,067 at December 31, 2025 and 2024, respectively, and accumulated amortization of debt issuance costs totaled $ 24,827 and $ 32,307 , 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, 2025 is estimated to be $ 7,258 in 2026, $ 7,258 in 2027, $ 5,445 in 2028, $ 4,914 in 2029, $ 4,230 in 2030 and $ 12,391 thereafter.

13 unchanged sentences

REVENUE RECOGNITION.

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

We are a lessor of senior living communities, medical office and life science properties 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;

16 unchanged sentences

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

In addition, we lease equipment at certain of our managed

senior living communities.

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

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

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As of December 31, 2025, 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.

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

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

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

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

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

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

however, these changes did not have a material effect on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

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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.

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

We adopted the new standard effective December 31, 2024.

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

Real Estate Investments

Real Estate and Other 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

Improvements Acquired

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:

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.

We did not acquire any real estate properties during the years ended December 31, 2025, 2024 and 2023.

We regularly evaluate our assets for indicators of impairment.

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

If indicators of impairment are present, we evaluate the carrying value of the affected assets by

comparing it to the expected future undiscounted cash flows to be generated from those assets.

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

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

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

During 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 all of these properties in 2025.

During 2025, we also recorded impairment charges of $ 56,105 to adjust the carrying value of 25 senior living communities to their estimated fair values.

We sold 12 of these communities in 2025.

The remaining 13 communities were classified as held for sale in our consolidated balance sheet as of December 31, 2025.

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

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.

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 and were sold in 2025.

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

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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.

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.

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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.

The table below represents the sale prices (excluding closing costs) of our dispositions for the years ended December 31, 2025, 2024 and 2023.

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

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

Dispositions during the year ended December 31, 2025:

January 2025 Delaware Senior Living 1 102 units (1)

$ 2,900 $ 1,263

January 2025 California Life Science 3 185,978 sq.

159,025 9,723

February 2025 Arizona Life Science 1 82,266 sq.

February 2025 Various Senior Living 18 876 units (2)

135,000 97,560

March 2025 Connecticut Medical Office 1 64,800 sq.

May 2025 Tennessee Senior Living 1 120 units (1)

11,150 ( 5,261 )

May 2025 Missouri Medical Office 1 219,644 sq.

5,250 ( 2,168 )

July 2025 Missouri and Wisconsin Medical Office 2 244,491 sq.

July 2025 New Jersey Senior Living 1 97 units (1)

August 2025 Pennsylvania Medical Office 1 131,945 sq.

September 2025 Georgia Senior Living 1 40 units (1)

1,600 ( 218 )

September 2025 Maryland Medical Office 1 92,180 sq.

October 2025 Georgia, South Carolina and Wyoming Senior Living 7 428 units (1)

October 2025 Massachusetts Medical Office 1 124,803 sq.

November 2025 Georgia and South Carolina Senior Living 4 193 units (1)

10,000 ( 571 )

November 2025 Illinois and North Carolina Medical Office 2 154,041 sq.

11,766 ( 63 )

December 2025 Delaware, Georgia and Indiana Senior Living 5 662 units (1)

December 2025 Various Medical Office 18 1,094,474 sq.

140,793 ( 467 )

69 $ 604,874 $ 117,730

Dispositions during the year ended December 31, 2024:

March 2024 Arizona Medical Office 1 126,084 sq.

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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.

(2) We used aggregate net proceeds of $ 402,234 from the sales of these properties to partially redeem our then outstanding senior secured notes due 2026.

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, 2025, we had 13 properties classified as held for sale as follows:

Segment Number of Properties Real Estate Properties, Net

Medical Office and Life Science 7 $ 175,948

SHOP 13 $ 22,048

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

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

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

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

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

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

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

As of February 20, 2026, these 13 properties were under agreement to sell for an aggregate sales price of $ 23,000 , excluding closing costs.

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:

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2025 2024 2023

SHOP fixed assets and capital improvements $ 96,940 $ 93,043 $ 100,981

Medical Office and Life Science Portfolio capital expenditures:

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Recurring capital expenditures - Medical Office and Life Science Portfolio 34,508 27,291 51,054

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

Wellness centers lease related costs (1)

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Total recurring capital expenditures $ 131,448 $ 140,952 $ 161,756

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)

$ 14,194 $ 46,558 $ 82,207

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

308 3,012 9,244

Total development, redevelopment and other activities $ 14,502 $ 49,570 $ 91,451

Capital expenditures by segment:

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

SHOP $ 111,134 $ 139,601 $ 183,188

Medical Office and Life Science Portfolio 34,816 30,303 60,298

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

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

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

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

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.

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

Equity Method Investments in Unconsolidated Joint Ventures:

As of December 31, 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 December 31, 2024 Number of Properties State Square Feet

Equity Method Investments in Joint Ventures DHC Ownership DHC Carrying Value of Investment at December 31, 2025

Number of Properties State Square Feet

Seaport Innovation LLC 10 % $ 73,471 1 MA 1,134,479

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(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.

(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 %

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.

(5) The joint venture exercised its final one-year extension option for the maturity date of this mortgage loan and purchased an interest rate cap effective through February 2027 with an annual rate of secured overnight financing rate, or SOFR, strike rate of approximately 5.94 %.

This mortgage loan requires that interest be paid at an annual rate of SOFR plus a premium of 1.90 %.

We account for the Seaport JV and LSMD 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 $ 13,767 , $( 7,550 ) and $( 20,461 ) during the years ended December 31, 2025, 2024 and 2023, 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.

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.

For the year ended December 31, 2025, we also received $ 1,000 of operating distributions from the Seaport JV and made $ 8,500 of contributions to the Seaport JV.

Equity Method Investment in AlerisLife:

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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, 2025, AlerisLife had ceased operations and was in the process of winding-down its operations.

We have recorded the book value of our remaining investment and fully amortized the remaining basis difference between our initial investment and the equity value of AlerisLife.

As of December 31, 2025, our investment in AlerisLife had a carrying value of $ 27,200 .

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).

We recognized income of $ 22,993 for the year ended December 31, 2025.

This amount is included in equity in net earnings (losses) of investees in our consolidated statements of comprehensive income (loss).

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 and our basis in the equity method investment in AlerisLife was reduced by such amount.

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 was reduced by such amount.

On January 9, 2026, AlerisLife paid an aggregate cash dividend of $ 80,000 to its stockholders.

Our pro rata share of this cash dividend was $ 27,200 .

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

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 which covered our losses at these senior living communities, subject to a deductible.

During the year ended December 31, 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.

In January 2026, we provided notice to exercise our purchase option for the two properties securing our finance leases for $ 14,500 , with closing expected in April 2026.

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

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

During the years ended December 31, 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.

During the years ended December 31, 2025, 2024 and 2023, we awarded to our officers and certain other employees of The RMR Group LLC, or RMR, and certain current and former employees of AlerisLife annual share

awards of 950,895 , 881,767 and 800,000 of our common shares, respectively, valued at $ 4,070 , $ 2,954 and $ 1,864 , in aggregate, respectively.

In accordance with our Trustee compensation arrangements, we also awarded each of our then Trustees 29,141 common shares with an aggregate value of $ 665 ($ 95 per Trustee), 37,037 common shares with an aggregate value of $ 630 ($ 90 per Trustee) and 20,000 common shares with an aggregate value of $ 244 ($ 35 per Trustee) in 2025, 2024 and 2023, 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 .

In March 2025, in connection with the election of one of our Trustees, we awarded 33,582 of our common shares to this Trustee with a value of $ 90 .

In September 2023, in connection with the election of another 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.

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During the years ended December 31, 2025, 2024 and 2023, we recorded share based compensation expense of $ 3,411 , $ 2,747 and $ 1,840 , 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.

During the years ended December 31, 2025, 2024 and 2023, we purchased an aggregate of 276,078 , 268,221 and 184,344 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 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.

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

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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.

Beginning in September 2025, we transitioned the management of 116 of our senior living communities previously managed by Five Star Senior Living, or Five Star, which was an operating division of AlerisLife, to seven different third party managers in connection with AlerisLife's sale of all of its assets and the wind-down of its business.

As of December 31, 2025, we completed the transition of the management agreements for all of the Five Star managed senior living communities to these managers.

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.

Prior to the transition of the Five Star management agreements described above, we and Five Star were parties to an amended and restated master management agreement, or the Master Management Agreement, for the senior living communities that Five Star managed for us.

Pursuant to an amended and restated guaranty agreement, AlerisLife guaranteed 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 received 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.

The Master Management Agreement was scheduled to expire in 2036.

In December 2025, we and Five Star terminated the Master Management Agreement as part of the wind-down of AlerisLife's operations.

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).

Additionally, in October 2025, we sold two senior living communities that had previously been 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.

Our Senior Living Communities Managed by Five Star.

Five Star managed 0 , 118 and 119 of our senior living communities as of December 31, 2025, 2024 and 2023, 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 $ 36,226 , $ 42,474 and $ 40,119 for the years ended December 31, 2025, 2024 and 2023, respectively.

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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.

At senior living communities Five Star managed 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 managed 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,

respectively, with respect to rehabilitation services Five Star provided at our senior living communities that are payable by us.

We incurred fees $ 1,213 for the year ended December 31, 2023, 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.

Until December 31, 2025, we leased 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 subleased this space to a subsidiary of Fox Rehabilitation, which acquired the Ageility branded business from AlerisLife on that date.

Our Senior Living Communities Managers.

As of December 31, 2025, 2024 and 2023, respectively, our managers managed 212 , 114 and 113 of our senior living communities, including closed communities.

The terms of the management agreements with our third party managers are generally as follows:

the managers will receive a management fee equal to 5 % to 6 % of the gross revenues realized at the applicable senior living communities.

Certain of our management agreements also provide that the manager will receive a reimbursement for direct costs and expenses related to such communities.

Additionally, the managers have the ability to earn incentive fees equal to 15 % to 30 % of the amount by which EBITDA of the applicable communities exceeds the target EBITDA for the applicable communities.

The managers can also earn a construction supervision fee ranging between 3 % and 5 % of construction costs.

The initial terms of the management agreements are generally five to ten 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 also generally provide us with the right to terminate the management agreements for communities that do not earn 70 % to 85 % of the target EBITDA for such communities, after an agreed upon stabilized period.

As a result of the transition of 116 of our senior living communities managed by Five Star to different third party managers, we incurred transition costs, including certain termination fees and other costs associated with the re-branding and marketing of these communities.

For the year ended December 31, 2025, we recorded $ 10,356 of these costs to acquisition and certain other transaction related costs in our consolidated statements of comprehensive income (loss).

In March 2024, we terminated our management agreement with one of our managers which managed 13 of our communities located in Wisconsin and Illinois and transitioned these communities to another 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 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.

We incurred management fees payable to our managers, other than Five Star, of $ 32,861 , $ 23,283 and $ 21,863 for the years ended December 31, 2025, 2024 and 2023, respectively.

Additionally, we incurred incentive fees to certain of our operators of $ 637 and $ 241 during the years ended December 31, 2025 and 2024, respectively.

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

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Basic housing and support services $ 1,040,322 $ 972,307 $ 915,528

Medicare and Medicaid programs 100,341 89,613 82,106

Private pay and other third party payer SNF services 167,709 171,741 146,767

Medicare and Medicaid programs 104,624 100,341 89,613

Total residents fees and services $ 1,312,655 $ 1,244,389 $ 1,151,908

The following table provides a summary of our managers that manage a large concentration of our senior living communities as of December 31, 2025:

Manager Number of Communities % of Gross Real Estate Properties

Sinceri Senior Living 38 30.8 %

Discovery Senior Living 44 23.7 %

Tutera Senior Living 18 8.9 %

Charter Senior Living 30 7.0 %

Phoenix Senior Living 26 5.7 %

All other managers 55 23.9 %

(1) Excludes one closed senior living community.

Business and Property Management Agreements with RMR

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◦ 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.

We incurred a $ 17,905 incentive management fee pursuant to our business management agreement for the year ended December 31, 2025.

We paid this incentive management fee to RMR in January 2026.

We did no t incur any incentive management fee pursuant to our business management agreement for the years ended December 31, 2024 or 2023.

• 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.

Pursuant to our property management agreement with RMR, RMR provides oversight of agreed upon major capital projects and repositionings at our senior living communities and RMR receives 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.

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.

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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:

For the years ended December 31, 2025, 2024 and 2023, the business management fees, incentive 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,

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$ 15,761 $ 16,468 $ 13,965

Incentive management fees General and administrative expenses 17,905 — —

$ 33,666 $ 16,468 $ 13,965

Pursuant to property management agreement (2) :

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Expense Reimbursement:

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

Other expenses General and administrative expenses $ 200 $ 304 $ 288

Property level expenses Property operating expenses 12,993 14,719 14,299

$ 13,193 $ 15,023 $ 14,587

(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.

(1) The net business management fees we recognized for the years ended December 31, 2025, 2024 and 2023 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 The RMR Group Inc., or RMR Inc.

(2) The net property management and construction supervision fees we recognized for the years ended December 31, 2025, 2024 and 2023 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.

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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.

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

Related Person Transactions

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Christopher J.

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

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

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

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

Bilotto, our other Managing Trustee and President and Chief Executive Officer is also an executive of RMR Inc., Matthew C.

Brown, our Chief Financial Officer and Treasurer, is also an executive vice president and the chief financial officer and treasurer of RMR Inc.

and an officer of ABP Trust, and each of our officers is also an officer and employee of RMR.

Leer, the president and chief executive officer of AlerisLife,

is an executive officer of RMR.

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

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.

Other officers of RMR, including Mr.

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

In addition, officers of RMR and RMR Inc.

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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.

Prior to December 31, 2025, Five Star managed 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.

AlerisLife participated in our property insurance program for the senior living communities AlerisLife owned.

The premiums AlerisLife paid for this coverage were 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 ABP Trust's acquisition of AlerisLife in 2023 pursuant to a tender offer, we tendered all of the AlerisLife common shares that we or our subsidiaries then owned at a price of $ 1.31 per share, or the Tender Offer Price, subject to the right to purchase AlerisLife common shares at the Tender Offer Price prior to December 31, 2023.

Pursuant to an extension of this right, on February 16, 2024, we, together with our applicable TRS, exercised our right to purchase and acquired 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.

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.

On February 14, 2025 and July 15, 2025, AlerisLife paid aggregate cash dividends of $ 50,000 and $ 10,000 , respectively, to its stockholders and our pro rata share of these cash dividends was $ 17,000 and $ 3,400 , respectively.

In connection with the wind-down of its business, on January 9, 2026 AlerisLife paid an aggregate cash dividend of $ 80,000 to its stockholders.

Our pro rata share of this cash dividend was $ 27,200 .

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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.

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.

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

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Senior unsecured notes, net $ 1,580,726 $ 1,957,319

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

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

Secured and Other Debt:

Properties Secured By Principal Balance as of

Properties Securing Principal Balance as of

December 31, (1)

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Rate Maturity 2025

Secured revolving credit facility

14 — $ — $ — 6.47 % June 2029 $ 326,565 $ —

Senior secured notes (2)

— 95 — 940,534 0.00 % January 2026 — 1,064,171

Senior secured notes (3)

36 — 375,000 — 7.25 % October 2030 402,797 —

Floating rate mortgage loan (4)

14 — 140,000 — 6.19 % March 2028 142,947 —

Mortgage note 4 — 63,499 — 6.57 % June 2030 135,772 —

Mortgage note 8 8 120,000 120,000 6.86 % June 2034 182,848 191,186

Mortgage notes (5)

7 — 108,873 — 6.22 % May 2035 148,477 —

Mortgage notes (6)

2 — 30,284 — 6.36 % June 2035 34,328 —

Mortgage note 1 1 5,847 7,464 6.44 % July 2043 12,893 13,097

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

Finance Leases (7)

2 2 613 2,338 7.70 % April 2026 20,128 21,606

Total 88 106 844,116 1,070,336 $ 1,406,755 $ 1,290,060

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Unamortized debt issuance costs (8)

( 24,018 ) ( 15,716 )

Total secured and other debt, net $ 820,098 $ 953,585

1 unchanged sentence

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.

(2) These notes required no cash interest to accrue prior to maturity and accreted at a rate of 11.25 % per annum compounded semiannually on January 15 and July 15 of each year, such that the accreted value equaled 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.

These notes were redeemed in full in December 2025.

(3) 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.

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.

(4) 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.

In connection with this mortgage loan, we have purchased an interest rate cap with a SOFR strike rate equal to 4.50 % pursuant to the terms of the applicable loan agreement.

(5) These mortgage loans require interest-only payments through May 2030.

(6) These mortgage loans require interest-only payments through June 2028.

(7) In January 2026, we provided notice to exercise our purchase option for these two properties for $ 14,500 , with closing expected in April 2026.

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

As of December 31, 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 December 31, 2025.

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.

Until the redemption in full thereof on December 29, 2025, our senior secured notes due 2026 were fully and unconditionally guaranteed, on a joint, several and senior secured basis by certain of our subsidiaries, or the 2026 Collateral Guarantors, and on a joint, several and unsecured basis, by all of our subsidiaries other than the 2026 Collateral Guarantors and certain excluded subsidiaries.

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

No cash interest accrued on these notes prior to maturity.

The accreted value of these notes increased at a rate of 11.25 % per annum compounded semiannually on January 15 and July 15 of each year, such that the accreted value equaled the principal amount at maturity.

During the years ended December 31, 2025 and 2024, we recognized discount accretion of $ 63,241 and $ 86,778 , respectively, for our senior secured notes due 2026 in interest expense in our consolidated statements of comprehensive income (loss).

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

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

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

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

The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the years ended December 31, 2025, 2024 and 2023:

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

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 year ended December 31, 2025:

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

March 2025 Senior secured notes 73 0.00 % January 2026 $ 940,534 $ 299,158 $ 641,376 $ 29,071

April 2025 Senior unsecured notes — 9.75 % June 2025 $ 380,000 140,000 $ 240,000 82

May 2025 Senior unsecured notes — 9.75 % June 2025 $ 240,000 140,000 $ 100,000 44

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

September 2025 (1)

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

October 2025 Senior secured notes 57 0.00 % January 2026 $ 334,370 10,249 $ 324,121 257

December 2025 Senior secured notes — 0.00 % January 2026 $ 324,121 324,121 $ — 1,881

Total $ 1,320,534 $ 42,526

Repayments during the year ended December 31, 2024:

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 —

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

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

Total $ 120,000 $ 324

Repayments during the year ended December 31, 2023:

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 )

January 2023 Secured credit facility (2)

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

February 2023 Secured credit facility (2)

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

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

December 2023 Secured credit facility (2)

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

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

Total $ 964,565 $ 2,468

(1) 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.

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

2 unchanged sentences

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;

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

This mortgage loan matures in March 2028 and requires that interest be paid at an annual rate of SOFR plus a premium of 2.50 % with interest-only payments through April 2027.

In April 2025, we executed a $ 108,873 fixed rate mortgage financing secured by seven SHOP communities.

These mortgage loans mature in May 2035 and require that interest be paid at an annual rate of 6.22 % with interest-only payments through May 2030.

In May 2025, we executed a $ 64,000 fixed rate mortgage loan secured by four SHOP communities.

This mortgage loan matures in June 2030 and requires that interest be paid at an annual rate of 6.57 %.

In May 2025, we executed a $ 30,284 fixed rate mortgage financing secured by two SHOP communities.

These mortgage loans mature in June 2035 and require that interest be paid at an annual rate of 6.36 % with interest-only payments through June 2028.

From April through June 2025, we used the net proceeds from the 2025 mortgage financings, together with cash on hand, to fully redeem the remaining $ 380,000 principal balance of our 9.75 % senior unsecured notes due June 2025.

In June 2025, we obtained a $ 150,000 revolving credit facility secured by 14 senior living communities in our SHOP segment.

Our revolving credit facility is available for general business purposes, including acquisitions.

We can borrow, repay and reborrow funds available under our revolving credit facility, and no principal repayments are due, until maturity.

Availability of borrowings under the agreement governing our revolving credit facility, or our credit agreement, is subject to satisfying certain financial covenants and other credit facility conditions.

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 December 31, 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 December 31, 2025 the annual interest rate payable on borrowings under our revolving credit facility was 6.47 %.

As of December 31, 2025 and February 23, 2026, we had no borrowings under our revolving credit facility and $ 150,000 available for borrowings.

In September 2025, we issued $ 375,000 in aggregate principal amount of our 7.25 % senior secured notes due 2030 in a private placement, 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 $ 307,006 of the net proceeds from the offering to partially redeem our then outstanding $ 641,376 senior secured notes due 2026.

As a result of this partial redemption, we recorded a loss on modification or early extinguishment of debt of $ 11,191 for the year ended December 31, 2025.

In addition to the September 2025 senior secured notes issuance, during the year ended December 31, 2025, we used net proceeds from the disposition of 35 encumbered properties, together with cash on hand, to redeem all amounts outstanding under our then senior secured notes due 2026.

As a result of this redemption in full, 45 properties securing our then senior secured notes due 2026 were released.

Interest on our senior unsecured notes and our 7.25 % senior secured notes due 2030 is 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.

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 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.

Our credit agreement, our mortgage loan agreements and 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 credit agreement and 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.

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 December 31, 2025.

Required principal payments on our outstanding debt as of December 31, 2025, were as follows:

Year Principal Payment

2025 $ 381,940

Thereafter 1,362,293

Total $ 2,444,116

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

Fair Value of Assets and Liabilities

8 unchanged sentences

$ 46,655 $ 46,655 $ 44,910 $ 44,910

Interest rate cap (Level 2) (3)

$ — $ — $ — $ —

Non-Recurring Fair Value Measurements Assets:

2 unchanged sentences

(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.

1 unchanged sentence

(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) The fair value of our interest rate cap derivative is based on prevailing market prices in secondary markets for similar derivative contracts as of the measurement date.

(4) 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.

During the year ended December 31, 2025, we recorded impairment charges of $ 30,999 to reduce the carrying value of 13 SHOP communities that were classified as held for sale to their estimated aggregate sales price, less estimated costs to sell, of $ 22,048 under an agreement we have entered into with a third party.

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 discount rates, exit capitalization rates and holding periods used to determine the fair value of our investment in the unconsolidated joint venture are Level 3 significant unobservable inputs and are shown in the table below:

Valuation Technique Discount Rates Exit Capitalization Rates Holding Periods

As of December 31, 2025

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

Discounted cash flow 7.00 % 6.00 % 10 years

Investment in unconsolidated joint venture (Level 3) (2)

Discounted cash flow 6.25 % - 8.75 %

5.25 % - 8.00 %

10 - 12 years

As of December 31, 2024

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

Discounted cash flow 7.00 % 6.00 % 10 years

Investment in unconsolidated joint venture (Level 3) (2)

Discounted cash flow 6.25 % - 7.75 %

5.00 % - 7.00 %

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.

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

See Note 3 for further information regarding this joint venture.

In addition to the assets described in the tables above, our financial instruments at December 31, 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 consolidated financial statements as of such dates, except as follows:

9 unchanged sentences

497,290 482,635 496,018 429,170

Senior secured notes, 7.250 % coupon rate, due 2030

365,005 383,434 — —

Senior unsecured notes, 4.375 % coupon rate, due 2031

4 unchanged sentences

244,192 175,000 243,905 157,700

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

Secured debt and finance leases 455,093 484,932 126,611 126,001

$ 2,400,824 $ 2,190,141 $ 2,910,904 $ 2,564,449

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

(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 Nasdaq (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of December 31, 2025 and 2024.

We estimated the fair values of our three issuances of senior unsecured notes due 2025, 2028 and 2031 and our issuance of senior secured notes due 2026 using an average of the bid and ask price on Nasdaq on or about December 31, 2024 and 2023 (Level 2

inputs as defined in the fair value hierarchy under GAAP).

We estimated the fair values of our 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 December 31, 2025 and 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).

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

Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

We are exposed to certain risks relating to our ongoing business operations, including the impact of changes in interest rates.

The only risk currently managed by us using derivative instruments is our interest rate risk.

As required under the applicable loan agreement, we have an interest rate cap agreement to manage our interest rate risk exposure on our $ 140,000 floating rate mortgage loan secured by 14 SHOP communities with interest payable at a rate equal to SOFR plus a premium of 2.50 %.

The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements.

To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we or our related parties may also have other financial relationships.

We do not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges of Interest Rate Risk

Our interest rate cap agreement is designated as a cash flow hedge of interest rate risk and is measured on a recurring basis at fair value.

The following table summarizes the terms of our outstanding interest rate cap agreements designated as cash flow hedges of interest rate risk at December 31, 2025 and 2024:

Fair Value at December 31,

Balance Sheet Line Item Underlying Instrument Maturity Date Strike Rate Notional Amount 2025 2024

Other assets, net Floating rate mortgage loan

3/31/2028 4.50 % $ 140,000 $ — $ —

Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

For derivatives designated and qualifying as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in cumulative other comprehensive income (loss) and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election.

The earnings recognition of excluded components is presented in interest expense.

Amounts reported in cumulative other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made, if any, on our applicable debt.

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

Year Ended December 31,

2025 2024 2023

Amount of loss recognized on derivative in other comprehensive income (loss) $ ( 47 ) $ — $ —

Amount of loss reclassified from cumulative other comprehensive income (loss) into interest expense $ ( 35 ) $ — $ —

Total amount of interest expense presented in the consolidated statements of comprehensive income (loss) $ ( 204,498 ) $ ( 235,239 ) $ ( 191,775 )

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.

Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or the 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 two reportable segments are SHOP and Medical Office and Life Science Portfolio.

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 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.

1 unchanged sentence

For the Year Ended December 31, 2025

Medical Office and Life Science Portfolio SHOP

Medical Office and Life Science Portfolio Total

Rental income $ — $ 193,809 $ 193,809

20 unchanged sentences

Acquisition and certain other transaction related costs ( 10,356 )

Gain on sale of properties 99,114

Interest and other income 5,839

4 unchanged sentences

Net loss $ ( 285,886 )

(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.

(1) Revenue and net income from our triple net leased wellness centers and senior living communities 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.

1 unchanged sentence

For the Year Ended December 31, 2024

Medical Office and Life Science Portfolio SHOP Total

SHOP Medical Office and Life Science Portfolio Total

Rental income $ — $ 213,320 $ 213,320

20 unchanged sentences

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

Gains on equity securities, net 8,126

Interest and other income 8,950

2 unchanged sentences

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 wellness center and senior living communities that are leased to third party operators, which we do not consider to be sufficiently material to constitute a separate reportable segment.

1 unchanged sentence

For the Year Ended December 31, 2023

Medical Office and Life Science Portfolio SHOP Total

SHOP Medical Office and Life Science Portfolio Total

Rental income $ — $ 220,530 $ 220,530

15 unchanged sentences

( 40 ) 36,095 36,055

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

Reconciliation of segment income (loss):

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

Reconciliation of segment loss:

Other income (1)

1 unchanged sentence

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

Losses on equity securities, net ( 25,660 )

Gains on equity securities, net 8,126

Interest and other income 13,955

3 unchanged sentences

Net loss $ ( 293,572 )

2 unchanged sentences

2025 2024 2023

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

SHOP $ 2,867,025 $ 3,084,101 $ 3,134,978

Medical Office and Life Science Portfolio 1,192,731 1,688,034 1,866,422

All Other 301,494 364,870 444,736

6 unchanged sentences

State 596 467 613

1,743 467 445

Federal — — —

Income tax provision $ 1,743 $ 467 $ 445

A reconciliation of our effective tax rate and the U.S.

federal statutory income tax rate is as follows:

The table below is a reconciliation of the statutory income tax rate to the effective tax rate for 2025, in accordance with the updated requirements of ASU 2023-09.

See Note 2 for further information on the adoption of ASU 2023-09:

For the Year Ended December 31, 2025

Amount Percent

Taxes at statutory U.S.

federal income tax rate $ ( 59,407 ) 21 %

Nontaxable income 60,554 ( 21.4 ) %

State and local income taxes, net of federal tax benefit (1)

596 ( 0.2 ) %

Effective tax rate $ 1,743 ( 0.6 ) %

(1) States taxes in Texas make up a majority (greater than 50%) of the tax effect in this category.

Income taxes paid (net of refunds) for the year ended December 31, 2025 were $ 1,776 , with the majority of payments attributable to Texas state and federal taxes, in the amount of $ 626 and $ 1,150 , respectively.

As previously disclosed, for the years ended December 31, 2024 and 2023, the following table reconciles the statutory income tax rate to the effective tax rate prior to the adoption of ASU 2023-09:

For the Year Ended December 31,

Taxes at statutory U.S.

5 unchanged sentences

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:

Significant components of our deferred tax assets

and liabilities were as follows:

For the Year Ended December 31,

36 unchanged sentences

2634 Valleydale Road Birmingham AL — 600 7,574 3,657 — ( 206 ) 1,559 10,066 11,625 4,173 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

2021 Dahlke Drive NE (6)

Cullman AL — 287 3,415 1,243 — ( 301 ) 287 4,357 4,644 2,213 11/19/2004 1998

101 Tulip Lane Dothan AL — 3,543 14,619 3,467 — ( 1,178 ) 3,543 16,908 20,451 3,803 12/27/2017 2000

1 unchanged sentence

200 Terrace Lane Priceville AL — 1,300 9,447 2,994 — ( 748 ) 1,365 11,628 12,993 4,082 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

413 Cox Boulevard (6)

Sheffield AL — 394 4,684 2,353 — 3 394 7,040 7,434 3,428 11/19/2004 1998

2435 Columbiana Road Vestavia Hills AL — 843 23,472 5,725 — ( 823 ) 902 28,315 29,217 9,011 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

4461 N Crossover Road (6)

Fayetteville AR — 733 10,432 2,215 — 12 733 12,659 13,392 3,984 5/1/2015 2011

4210 S Caraway Road Jonesboro AR — 653 9,515 1,373 — — 653 10,888 11,541 3,460 5/1/2015 2008

1 unchanged sentence

13840 North Desert Harbor Drive Peoria AZ — 2,687 15,843 14,329 — ( 6,213 ) 2,693 23,953 26,646 11,784 1/11/2002 1990

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 10,029 — ( 1,461 ) 2,017 26,081 28,098 6,787 2/1/2018 1986

6001 East Thomas Road Scottsdale AZ — 941 8,807 7,200 — ( 1,664 ) 946 14,338 15,284 9,095 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

7090 East Mescal Street (5)

Scottsdale AZ — 2,315 13,650 40,658 — ( 5,144 ) 2,349 49,130 51,479 13,922 1/11/2002 1984

17225 North Boswell Boulevard Sun City AZ — 1,189 10,569 6,501 — ( 979 ) 1,189 16,091 17,280 9,842 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

2500 North Rosemont Boulevard (5)

Tucson AZ — 4,429 26,119 14,577 — ( 4,398 ) 4,576 36,151 40,727 19,433 1/11/2002 1989

5000 Marina Boulevard Brisbane CA — 7,957 13,430 771 — — 7,976 14,182 22,158 3,196 11/14/2017 2000

5770 Armada Drive Carlsbad CA — 3,875 18,543 1,055 — — 3,875 19,598 23,473 5,087 1/29/2015 1997

1350 South El Camino Real Encinitas CA — 1,510 18,042 4,710 — ( 218 ) 1,517 22,527 24,044 9,748 3/31/2008 1999

1 unchanged sentence

Fremont CA 40,653 15,774 45,249 9,729 — — 15,848 54,904 70,752 7,013 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

47201 Lakeview Boulevard Fremont CA — 3,200 10,177 914 — — 3,331 10,960 14,291 3,765 9/30/2011 1990

47211/47215 Lakeview Boulevard Fremont CA — 3,750 12,656 3,949 — — 3,800 16,555 20,355 6,558 9/30/2011 1985

577 South Peach Street (6)

1 unchanged sentence

6075 North Marks Avenue Fresno CA — 880 12,751 2,230 — — 889 14,972 15,861 6,833 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

1319 Brookside Avenue (6)

Redlands CA — 1,770 9,982 2,832 — ( 190 ) 1,770 12,624 14,394 5,504 3/31/2008 1999

110 Sterling Court Roseville CA — 1,620 10,262 3,500 — ( 50 ) 1,620 13,712 15,332 6,033 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

16925 & 16916 Hierba Drive (5)

San Diego CA — 9,142 53,904 39,397 — ( 10,350 ) 9,180 82,913 92,093 41,159 1/11/2002 1987

3530 Deer Park Drive (6)

Stockton CA — 670 14,419 3,404 — — 682 17,811 18,493 7,877 3/31/2008 1999

877 East March Lane (8)

Stockton CA 7,943 1,176 11,171 9,645 — ( 2,707 ) 1,411 17,874 19,285 8,815 9/30/2003 1988

28515 Westinghouse Place Valencia CA — 4,669 41,440 1,833 — — 4,700 43,242 47,942 11,676 1/29/2015 2008

1866 San Miguel Drive (6)

Walnut Creek CA — 2,010 9,290 7,398 — ( 1,492 ) 3,417 13,789 17,206 5,621 12/1/2011 1996

1950 South Dayton Street Aurora CO — 3,062 46,195 12,585 — ( 2,497 ) 3,120 56,225 59,345 16,697 5/1/2015 1987

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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 4,643 ( 3,512 ) ( 769 ) 299 6,583 6,882 3,705 9/26/1997 1970

6 unchanged sentences

5555 South Elati Street Littleton CO — 185 5,043 7,833 — ( 1,621 ) 191 11,249 11,440 7,098 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

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

9005 Grant Street Thornton CO — 961 10,867 1,203 — — 1,269 11,762 13,031 4,178 12/28/2012 2001

38th Avenue Wheat Ridge CO — 470 3,373 86 — — 475 3,454 3,929 1,364 4/1/2010 2004

2141 K Street, NW Washington DC — 13,700 8,400 7,503 — ( 1,513 ) 13,700 14,390 28,090 5,484 12/22/2008 1966

11 unchanged sentences

1825 Ridgewood Avenue Holly Hill FL — 700 16,700 7,401 ( 2,636 ) ( 9,232 ) 684 12,249 12,933 2,913 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

2480 North Park Road (8)

Hollywood FL 13,305 4,500 40,500 32,186 — ( 7,048 ) 4,556 65,582 70,138 22,313 12/15/2011 1986

8901 Tamiami Trail East Naples FL — 3,200 2,898 16,707 — ( 1,421 ) 3,200 18,184 21,384 8,142 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

12780 Waterford Lakes Parkway Orlando FL — 977 3,946 1,057 — ( 96 ) 1,052 4,832 5,884 1,559 12/18/2013 2002

Hiawassee Road Orlando FL — 488 2,621 606 — ( 81 ) 591 3,043 3,634 1,016 12/18/2013 2003

Mills Avenue (5)

Orlando FL — 519 1,799 1,057 — ( 117 ) 580 2,678 3,258 826 12/22/2008 1997

Mills Avenue (5)

Orlando FL — 1,946 7,197 6,369 — ( 538 ) 2,042 12,932 14,974 3,091 12/22/2008 1997

Mills Avenue (5)

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

Mills Avenue Orlando FL — 519 1,799 1,057 — ( 117 ) 580 2,678 3,258 918 12/22/2008 1997

Mills Avenue Orlando FL — 1,946 7,197 6,369 — ( 538 ) 2,042 12,932 14,974 3,583 12/22/2008 1997

Mills Avenue Orlando FL — 135 532 568 — ( 107 ) 199 929 1,128 294 12/22/2008 1997

Alafaya Trail Orlando FL — 967 4,362 490 — — 967 4,852 5,819 1,647 12/18/2013 1999

45 Katherine Boulevard (5)

Palm Harbor FL — 3,379 29,945 14,214 — ( 4,246 ) 3,392 39,900 43,292 28,435 10/1/2012 1992

900 West Lake Road (8)

Palm Harbor FL 31,013 3,449 20,336 17,042 — ( 5,513 ) 3,540 31,774 35,314 17,312 1/11/2002 1989

8500 West Sunrise Boulevard (8)

Plantation FL 8,457 4,700 24,300 17,427 — ( 6,860 ) 4,717 34,850 39,567 11,432 12/15/2011 1989

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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

1371 South Ocean Boulevard (8)

Pompano Beach FL 13,073 2,500 15,500 21,539 — ( 5,027 ) 2,560 31,952 34,512 11,543 12/15/2011 1991

2701 North Course Drive Pompano Beach FL — 7,700 2,127 48,029 — ( 4,875 ) 7,700 45,281 52,981 20,113 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

20480 Veterans Boulevard (8)

Port Charlotte FL 4,292 400 11,934 5,261 — ( 3,397 ) 440 13,758 14,198 4,639 7/22/2011 1996

Lyngate Drive Port St.

6 unchanged sentences

2347 Cedarcrest Road Acworth GA — 1,674 — 93 — — 1,674 93 1,767 13 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 1,451 — — 1,761 17,315 19,076 4,431 1/29/2015 2001

2 unchanged sentences

Main Street Alpharetta GA — 1,325 12,377 2,841 — ( 209 ) 1,221 15,113 16,334 4,513 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 (6)

1 unchanged sentence

240 Marietta Highway Canton GA — 806 8,555 4,567 — ( 1,157 ) 806 11,965 12,771 3,606 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 (8)

Conyers GA 4,898 750 7,796 1,191 — ( 116 ) 777 8,844 9,621 3,601 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

3875 Post Road (6)

Cumming GA — 954 12,796 2,098 — ( 56 ) 960 14,832 15,792 4,456 5/1/2015 2007

4960 Jot Em Down Road Cumming GA — 1,548 18,666 14,609 — ( 2,094 ) 3,416 29,313 32,729 8,929 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

5610 Hampton Park Drive (6)

Cumming GA — 3,479 14,771 1,575 — ( 938 ) 3,498 15,389 18,887 3,816 9/3/2015 2014

101 West Ponce De Leon Avenue Decatur GA — 3,500 13,179 17,185 — — 3,500 30,364 33,864 6,824 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

2801 North Decatur Road Decatur GA — 3,100 4,436 3,715 — ( 702 ) 3,260 7,289 10,549 3,075 7/9/2008 1986

3315 Thompson Bridge Road Gainesville GA — 934 30,962 4,533 — ( 743 ) 956 34,730 35,686 10,398 5/1/2015 1999

5373 Thompson Mill Road (6)

Hoschton GA — 944 12,171 2,003 — — 959 14,159 15,118 4,177 5/1/2015 2011

8080 Summit Business Parkway (5)

Jonesboro GA — 1,800 20,664 9,238 — ( 2,473 ) 1,800 27,429 29,229 10,159 6/20/2011 2007

1360 Upper Hembree Road Roswell GA — 1,080 6,138 844 — — 1,095 6,967 8,062 2,641 5/7/2012 2007

1 Savannah Square Drive (5)

Savannah GA — 1,200 19,090 12,201 ( 6,993 ) ( 9,468 ) 835 15,195 16,030 3,664 10/1/2006 1987

475 Country Club Drive (6)

Stockbridge GA — 512 9,560 2,117 — ( 374 ) 551 11,264 11,815 3,479 5/1/2015 1998

1100 Ward Avenue Honolulu HI — 11,200 55,618 11,126 — ( 1,417 ) 11,247 65,280 76,527 22,887 6/18/2012 1961

2340 West Seltice Way Coeur d'Alene ID — 910 7,170 4,793 — ( 702 ) 1,052 11,119 12,171 3,766 7/31/2012 1993

850 Lincoln Drive Idaho Falls ID — 510 6,640 3,811 — ( 554 ) 760 9,647 10,407 3,624 7/31/2012 1978

1250 West Central Road Arlington Heights IL — 3,665 32,587 20,365 — ( 3,834 ) 3,781 49,002 52,783 30,815 11/1/2012 1986

1373 D'Adrian Professional Park Godfrey IL — 281 15,088 3,093 — ( 432 ) 281 17,749 18,030 5,304 5/1/2015 2010

900 43rd Avenue Moline IL — 482 7,651 1,231 — ( 225 ) 482 8,657 9,139 2,518 5/1/2015 2003 / 2012

221 11th Avenue Moline IL — 161 7,244 1,979 — ( 136 ) 161 9,087 9,248 2,931 5/1/2015 2008

2700 14th Street Pekin IL — 171 11,475 1,287 — ( 549 ) 172 12,212 12,384 3,725 5/1/2015 2009

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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 3,469 — ( 466 ) 1,596 8,907 10,503 3,295 5/1/2011 1999

3 unchanged sentences

900 Southwind Road Springfield IL — 300 6,744 3,677 — ( 756 ) 300 9,665 9,965 4,558 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

2705 Avenue E (8)

Sterling IL 8,005 341 14,331 2,321 — ( 296 ) 343 16,354 16,697 4,798 5/1/2015 2008

39 Dorothy Drive Troy IL — 1,002 7,010 2,104 — ( 799 ) 1,002 8,315 9,317 2,134 12/8/2016 2003

100 Grand Victorian Place Washington IL — 241 12,046 971 — ( 176 ) 241 12,841 13,082 3,956 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

1615 Lakeside Drive Waukegan IL — 2,700 9,590 5,288 — ( 944 ) 3,515 13,119 16,634 5,448 9/30/2011 1990

1675 Lakeside Drive Waukegan IL — 2,420 9,382 4,785 — ( 957 ) 2,906 12,724 15,630 5,162 9/30/2011 1998

6990 East County Road 100 North Avon IN — 850 11,888 2,378 — ( 580 ) 850 13,686 14,536 5,892 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

2455 Tamarack Trail (5)

Bloomington IN — 5,400 25,129 37,877 — ( 2,591 ) 6,339 59,476 65,815 21,044 11/1/2008 1983

2460 Glebe Street (6)

Carmel IN — 2,108 57,741 2,101 — ( 432 ) 2,133 59,385 61,518 17,489 5/1/2015 2008

DIVERSIFIED HEALTHCARE TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2024

(dollars in thousands)

Initial Cost to Company Cost at December 31, 2024

Address City State Encumbrances (1)

Land Buildings,

Improvements &

Equipment Cost

Subsequent to

Acquisition Impairment Cost Basis Adjustment (2)

Land Buildings,

Improvements &

Equipment Total (3)

Depreciation (4)

Acquired Original

701 East County Line Road (5)

Greenwood IN — 1,830 14,303 1,463 — ( 443 ) 1,918 15,235 17,153 5,126 12/1/2011 2007

701 East County Line Road Greenwood IN — 1,830 14,303 1,966 — ( 573 ) 1,918 15,608 17,526 5,460 12/1/2011 2007

8505 Woodfield Crossing Boulevard Indianapolis IN — 2,785 16,396 12,045 — ( 3,560 ) 2,838 24,828 27,666 12,303 1/11/2002 1986

5 unchanged sentences

222 South 25th Street Terra Haute IN — 300 13,115 1,932 — ( 550 ) 300 14,497 14,797 6,135 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 5,492 — ( 2,136 ) 1,758 21,763 23,521 9,092 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

5799 Broadmoor Street Mission KS — 1,522 7,246 3,412 — — 1,584 10,596 12,180 3,244 1/17/2017 1986

3501 West 95th Street Overland Park KS — 2,568 15,140 13,018 — ( 3,523 ) 2,580 24,623 27,203 12,532 1/11/2002 1989

7 unchanged sentences

Lexington KY 122 — 6,394 10,668 — ( 2,081 ) 52 14,929 14,981 7,618 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

200 Brookside Drive (5)

Louisville KY — 3,524 20,779 13,980 — ( 4,600 ) 3,549 30,134 33,683 16,459 1/11/2002 1984

1517 West Broadway (6)

Mayfield KY — 268 2,730 3,070 — ( 305 ) 268 5,495 5,763 2,625 11/19/2004 1999

1700 Elmdale Road Paducah KY — 450 5,358 2,763 — ( 550 ) 451 7,570 8,021 3,689 11/19/2004 2000

100 Neighborly Way Somerset KY — 200 4,919 2,682 — ( 116 ) 200 7,485 7,685 3,165 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

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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

1295 Boylston Street Boston MA — 7,600 18,140 3,263 — ( 109 ) 7,625 21,269 28,894 8,755 1/26/2011 1930

549 Albany Street Boston MA — 4,576 45,029 29 — — 4,569 45,065 49,634 13,892 8/22/2013 1895

4 Maguire Road (8)

Lexington MA 24,392 3,600 15,555 34,959 ( 7,255 ) ( 1,003 ) 3,884 41,972 45,856 12,068 12/22/2008 1994

299 Cambridge Street (8)

Winchester MA 20,795 3,218 18,988 19,072 — ( 3,087 ) 3,290 34,901 38,191 17,013 1/11/2002 1991

2717 Riva Road Annapolis MD — 1,290 12,373 4,175 — ( 203 ) 1,290 16,345 17,635 6,498 3/31/2008 2001

658 Boulton Street (6)

Bel Air MD — 4,750 16,504 2 — — 4,750 16,506 21,256 7,475 11/30/2007 1980

7600 Laurel Bowie Road Bowie MD — 408 3,421 2,982 — ( 568 ) 408 5,835 6,243 2,795 10/25/2002 2000

8100 Connecticut Avenue Chevy Chase MD — 15,170 92,830 22,995 — ( 6,799 ) 15,177 109,019 124,196 38,506 12/15/2011 1990

8220 Snowden River Parkway (6)

Columbia MD — 1,390 10,303 2,576 — ( 73 ) 1,390 12,806 14,196 5,291 3/31/2008 2001

700 Port Street Easton MD — 383 4,555 4,838 — ( 912 ) 394 8,470 8,864 4,263 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

3004 North Ridge Road (8)

Ellicott City MD 15,368 1,409 22,691 17,071 — ( 4,529 ) 1,613 35,029 36,642 17,156 3/1/2004 1997

1820 Latham Drive Frederick MD — 385 3,444 2,344 — ( 620 ) 385 5,168 5,553 2,638 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

2100 Whittier Drive (8)

Frederick MD 17,364 1,260 9,464 4,238 — ( 555 ) 1,260 13,147 14,407 5,664 3/31/2008 1999

10116 Sharpsburg Pike (8)

Hagerstown MD 14,224 1,040 7,471 6,628 — ( 830 ) 1,044 13,265 14,309 5,862 3/31/2008 1999

715 Benfield Road Severna Park MD — 229 9,798 4,483 — ( 1,578 ) 246 12,686 12,932 6,553 10/25/2002 1998

14400 Homecrest Road Silver Spring MD — 1,200 9,288 12,384 — ( 2,079 ) 1,207 19,586 20,793 8,951 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

8301 Golden Valley Road Golden Valley MN — 1,256 4,680 3,969 — — 1,318 8,587 9,905 1,806 2/10/2016 1998

8401 Golden Valley Road Golden Valley MN — 1,510 5,742 3,577 — ( 52 ) 1,572 9,205 10,777 3,093 2/10/2016 1998

8501 Golden Valley Road Golden Valley MN — 1,263 4,288 2,392 — — 1,324 6,619 7,943 2,108 2/10/2016 1998

1201 Northland Drive Mendota Heights MN — 1,220 10,208 1,294 — ( 771 ) 1,496 10,455 11,951 4,088 1/25/2011 1989

12700 Whitewater Drive Minnetonka MN — 5,453 8,108 8,578 — — 5,453 16,686 22,139 6,749 10/2/2017 1998

20600 South Diamond Lake Road Rogers MN — 2,760 45,789 5,193 ( 20,359 ) ( 16,234 ) 1,195 15,954 17,149 7,022 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

5351 Gretna Road (6)

Branson MO — 743 10,973 2,004 — ( 288 ) 754 12,678 13,432 3,898 5/1/2015 2002

845 N New Ballas Court Creve Coeur MO — 1,582 16,328 4,575 — ( 91 ) 2,466 19,928 22,394 4,603 1/22/2018 2006

3828 College View Drive Joplin MO — 260 11,382 2,601 — ( 1,219 ) 260 12,764 13,024 4,379 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

640 E Highland Avenue (6)

Nevada MO — 311 5,703 1,018 — — 311 6,721 7,032 2,184 5/1/2015 1997

2410 W Chesterfield Blvd Springfield MO — 924 12,772 1,663 — — 924 14,435 15,359 4,448 5/1/2015 1999

3540 East Cherokee Street Springfield MO — 1,084 11,339 1,776 — ( 232 ) 1,129 12,838 13,967 4,147 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

118 Alamance Road (8)

Burlington NC 13,792 575 9,697 3,625 — ( 863 ) 575 12,459 13,034 4,392 6/20/2011 1998

1050 Crescent Green Drive Cary NC — 713 4,628 5,706 — ( 1,586 ) 713 8,748 9,461 4,068 10/25/2002 1999

1 unchanged sentence

5920 McChesney Drive & 6101 Clarke Creek Parkway Charlotte NC — 1,320 21,750 5,940 — ( 1,677 ) 1,320 26,013 27,333 10,165 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

500 Penny Lane NE (8)

Concord NC 12,807 1,687 17,603 2,580 — ( 1,268 ) 1,687 18,915 20,602 4,870 6/29/2016 1997

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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

1002 Highway 54 Durham NC — 595 5,200 1,892 — ( 212 ) 595 6,880 7,475 2,642 6/20/2011 1988

5213 South Alston Avenue Durham NC — 1,093 31,377 560 — — 1,093 31,937 33,030 8,715 1/29/2015 2010

2755 Union Road (8)

Gastonia NC 9,389 1,104 17,834 3,097 — ( 1,591 ) 1,104 19,340 20,444 4,707 6/29/2016 1998

1001 Phifer Road Kings Mountain NC — 655 8,283 2,456 — ( 574 ) 657 10,163 10,820 3,906 6/23/2011 1998

128 Brawley School Road Mooresville NC — 595 7,305 2,441 — ( 467 ) 613 9,261 9,874 3,474 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

1309, 1321, & 1325 McCarthy Boulevard (5)

New Bern NC — 1,245 20,898 5,383 — ( 788 ) 1,245 25,493 26,738 9,183 6/20/2011 2001/2005/2008

13150 & 13180 Dorman Road Pineville NC — 1,180 22,800 6,312 — ( 1,758 ) 1,180 27,354 28,534 10,725 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

801 Dixie Trail (5)

Raleigh NC — 3,233 17,788 2,752 — ( 1,307 ) 3,236 19,230 22,466 5,175 6/29/2016 1992

2744 South 17th Street Wilmington NC — 1,134 14,771 3,551 — ( 1,621 ) 1,139 16,696 17,835 4,371 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

1730 Parkwood Boulevard West (8)

Wilson NC 8,744 610 14,787 3,322 — ( 734 ) 610 17,375 17,985 6,428 6/20/2011 2004/2006

17007 Elm Plaza (6)

5 unchanged sentences

655 Pomander Walk Teaneck NJ — 4,950 44,550 20,114 — ( 5,283 ) 4,984 59,347 64,331 18,322 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

10500 Academy Road NE (5)

Albuquerque NM — 3,828 22,572 13,799 — ( 3,286 ) 3,828 33,085 36,913 16,577 1/11/2002 1986

4100 Prospect Avenue NE (6)

2 unchanged sentences

Albuquerque NM — 1,060 9,875 8 — — 1,060 9,883 10,943 4,497 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

4411 The 25 Way Albuquerque NM — 3,480 25,245 7,146 — ( 2,194 ) 4,270 29,407 33,677 11,576 12/22/2010 1970

4420 The 25 Way Albuquerque NM — 1,430 2,609 1,559 — ( 152 ) 1,751 3,695 5,446 1,548 12/22/2010 1970

9190 Coors Boulevard NW (6)

Albuquerque NM — 1,660 9,173 8 — — 1,660 9,181 10,841 4,177 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

2200 East Long Street (8)

Carson City NV 12,130 622 17,900 2,214 — ( 477 ) 622 19,637 20,259 5,888 5/1/2015 2009

3201 Plumas Street (8)

Reno NV 26,369 2,420 49,580 11,630 — ( 2,193 ) 2,420 59,017 61,437 21,110 12/15/2011 1989

200 Old County Road (8)

4 unchanged sentences

Grove City OH — 332 3,081 1,015 — — 332 4,096 4,428 3,010 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

7555 Innovation Way Mason OH — 1,025 12,883 — — — 1,025 12,883 13,908 2,978 10/6/2016 2015

Causey Avenue Portland OR — 3,303 77,428 8,905 ( 26,073 ) ( 10,649 ) 2,201 50,713 52,914 9,941 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

71 Darlington Road (8)

Beaver Falls PA 9,544 1,500 13,500 3,888 — ( 1,042 ) 1,523 16,323 17,846 7,473 10/31/2005 1997

950 Morgan Highway Clarks Summit PA — 1,001 8,233 3,235 — ( 352 ) 1,017 11,100 12,117 5,337 12/29/2003 2001

17 unchanged sentences

Acquired Original

20 Capital Drive (5)

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

20 Capital Drive Harrisburg PA — 397 9,333 36 — — 397 9,369 9,766 2,559 1/29/2015 2013

210 Mall Boulevard (8)

3 unchanged sentences

Pittsburgh PA 6,514 3,000 11,828 6,056 — ( 1,093 ) 3,788 16,003 19,791 7,289 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

700 Northampton Street (8)

Tiffany Court (Kingston) PA 8,097 — 5,682 3,821 — ( 687 ) — 8,816 8,816 4,041 12/29/2003 1997

5250 Meadowgreen Drive Whitehall PA — 1,599 14,401 5,348 — ( 1,613 ) 1,599 18,136 19,735 8,562 10/31/2005 1987

1304 McLees Road Anderson SC — 295 3,509 2,256 — ( 394 ) 295 5,371 5,666 2,564 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

719 Kershaw Highway (6)

Camden SC — 322 3,697 2,519 — ( 746 ) 324 5,468 5,792 2,790 11/19/2004 1999

1901 West Carolina Avenue (6)

Hartsville SC — 401 4,775 3,243 — ( 515 ) 401 7,503 7,904 3,314 11/19/2004 1999

218 Old Chapin Road Lexington SC — 363 4,322 2,233 — ( 528 ) 363 6,027 6,390 3,027 11/19/2004 1999

491 Highway 17 Little River SC — 750 9,018 3,455 — ( 774 ) 750 11,699 12,449 4,552 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.

4 unchanged sentences

2306 Riverbank Drive Orangeburg SC — 303 3,607 2,089 — ( 436 ) 303 5,260 5,563 2,699 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 — ( 165 ) 1,528 6,496 8,024 2,074 11/30/2012 2010

2 unchanged sentences

2900 Westside Drive NW Cleveland TN — 305 3,627 3,025 — ( 496 ) 305 6,156 6,461 2,760 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

1010 East Spring Street (6)

Cookeville TN — 322 3,828 2,484 — ( 540 ) 322 5,772 6,094 2,724 11/19/2004 1998

105 Sunrise Circle (6)

Franklin TN — 322 3,833 1,905 — ( 402 ) 329 5,329 5,658 2,636 11/19/2004 1997

1085 Hartsville Pike Gallatin TN — 280 3,327 2,561 — ( 284 ) 282 5,602 5,884 2,623 11/19/2004 1998

1200 North Parkway Jackson TN — 295 3,506 2,122 — ( 300 ) 299 5,324 5,623 2,452 11/19/2004 1999

550 Deer View Way Jefferson City TN — 940 8,057 2,799 — ( 626 ) 948 10,222 11,170 3,292 10/15/2013 2001

10914 Kingston Pike (8)

Knoxville TN 4,043 613 12,410 1,876 — ( 1,116 ) 617 13,166 13,783 2,733 6/29/2018 2008

3030 Holbrook Drive Knoxville TN — 352 7,128 2,660 — ( 815 ) 360 8,965 9,325 1,844 6/29/2018 1999

100 Chatuga Drive West (8)

Loudon TN 13,434 580 16,093 34,049 — ( 1,714 ) 1,094 47,914 49,008 5,937 1/19/2018 2003

350 Volunteer Drive (6)

Paris TN — 110 12,100 2,444 — ( 905 ) 110 13,639 13,749 3,547 6/29/2016 1997

971 State Hwy 121 (6)

Allen TX — 2,590 17,912 — — — 2,590 17,912 20,502 7,779 8/21/2008 2006

6818 Austin Center Boulevard Austin TX — 1,540 27,467 4,419 — ( 1,017 ) 1,709 30,700 32,409 13,142 10/31/2008 1994

7600 N Capital Texas Highway Austin TX — 300 4,557 1,784 — — 300 6,341 6,641 2,510 12/22/2010 1996

4620 Bellaire Boulevard Bellaire TX — 1,238 11,010 7,519 — ( 1,860 ) 1,325 16,582 17,907 11,047 10/1/2012 1991

120 Crosspoint Drive Boerne TX — 220 4,926 2,087 — ( 188 ) 227 6,818 7,045 2,966 2/7/2008 1990

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

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

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

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 2,524 — ( 447 ) 620 16,151 16,771 6,298 10/26/2010 2009

5455 La Sierra Drive Dallas TX — 2,300 25,200 12,701 — ( 3,714 ) 2,324 34,163 36,487 12,680 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

7831 Park Lane (5)

Dallas TX — 4,709 27,768 28,064 — ( 4,876 ) 5,432 50,233 55,665 25,772 1/11/2002 1990

1575 Belvidere Street El Paso TX — 2,301 13,567 16,798 — ( 2,201 ) 2,316 28,149 30,465 12,937 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

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

96 Frederick Road (8)

Fredericksburg TX 6,527 280 4,866 7,165 — ( 303 ) 280 11,728 12,008 4,333 2/7/2008 1999

13215 Dotson Road Houston TX — 990 13,887 3,128 — ( 852 ) 1,234 15,919 17,153 5,483 7/17/2012 2007

777 North Post Oak Road Houston TX — 5,537 32,647 45,313 — ( 7,879 ) 5,540 70,078 75,618 31,329 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

9812 Slide Road Lubbock TX — 1,110 9,798 1,201 — — 1,110 10,999 12,109 4,093 6/4/2010 2009

605 Gateway Central Marble Falls TX — 1,440 7,125 3,010 — ( 941 ) 1,440 9,194 10,634 3,333 12/19/2012 1994 / 2002

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

President George Bush Turnpike North Garland TX — 1,981 8,548 2,144 ( 346 ) ( 1,785 ) 1,947 8,595 10,542 1,746 12/31/2012 2006

500 Coit Road (6)

Plano TX — 3,463 44,841 838 — — 3,468 45,674 49,142 7,356 12/20/2019 2016

18302 Talavera Ridge San Antonio TX — 6,855 30,630 2,880 — — 6,855 33,510 40,365 8,854 1/29/2015 2008

1 unchanged sentence

San Antonio TX 12,441 3,141 23,142 7,375 — ( 317 ) 3,211 30,130 33,341 9,279 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

311 West Nottingham Place (5)

San Antonio TX — 4,283 25,256 19,829 — ( 5,565 ) 4,359 39,444 43,803 20,385 1/11/2002 1989

511 & 575 Knights Cross Drive San Antonio TX — 2,300 20,400 5,123 — ( 1,988 ) 2,306 23,529 25,835 9,498 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

5055 West Panther Creek Drive (8)

Woodlands TX 22,542 3,694 21,782 17,930 — ( 6,114 ) 4,353 32,939 37,292 17,781 1/11/2002 1988

491 Crestwood Drive Charlottesville VA — 641 7,633 3,982 — ( 1,066 ) 646 10,544 11,190 5,332 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

1005 Elysian Place (8)

Chesapeake VA 9,882 2,370 23,705 4,523 — ( 1,678 ) 2,589 26,331 28,920 9,709 6/20/2011 2006

4027 Martinsburg Pike (6)

Clear Brook VA — 3,775 21,768 71 — — 3,847 21,767 25,614 5,943 1/29/2015 2013

4001 Fair Ridge Drive (5)

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

DIVERSIFIED HEALTHCARE TRUST

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2024

(dollars in thousands)

Initial Cost to Company Cost at December 31, 2024

Address City State Encumbrances (1)

Land Buildings,

Improvements &

Equipment Cost

Subsequent to

Acquisition Impairment Cost Basis Adjustment (2)

Land Buildings,

Improvements &

Equipment Total (3)

Depreciation (4)

Acquired Original

20 HeartFields Lane Fredericksburg VA — 287 8,480 2,888 — ( 1,168 ) 287 10,200 10,487 5,171 10/25/2002 1998

20 HeartFields Lane (6)

Fredericksburg VA — 287 8,480 3,173 — ( 1,168 ) 287 10,485 10,772 5,591 10/25/2002 1998

2800 Polo Parkway Midlothian VA — 1,103 13,126 6,301 — ( 1,584 ) 1,108 17,838 18,946 8,777 11/19/2004 1996

655 Denbigh Boulevard Newport News VA — 581 6,921 3,200 — ( 686 ) 584 9,432 10,016 4,742 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)

6160 Kempsville Circle Norfolk VA — 3,263 7,615 5,585 — ( 285 ) 3,374 12,804 16,178 3,888 12/22/2017 1987

6161 Kempsville Road Norfolk VA — 1,530 9,531 4,841 — ( 686 ) 1,530 13,686 15,216 5,902 12/22/2008 1999

6311 Granby Street (8)

Norfolk VA 7,742 1,920 16,538 6,046 — ( 1,650 ) 2,014 20,840 22,854 8,037 6/20/2011 2005

885 Kempsville Road Norfolk VA — 1,780 8,354 4,318 — ( 1,169 ) 2,014 11,269 13,283 4,746 5/20/2009 1981

531 Wythe Creek Road Poquoson VA — 220 2,041 1,751 — ( 275 ) 220 3,517 3,737 1,615 5/30/2003 1987

2 unchanged sentences

3000 Skipwith Road Richmond VA — 732 8,717 2,501 — ( 798 ) 732 10,420 11,152 5,232 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

5620 Wesleyan Drive (8)

Virginia Beach VA 7,143 893 7,926 5,332 — ( 783 ) 893 12,475 13,368 8,401 9/1/2012 1990

4132 Longhill Road Williamsburg VA — 270 2,468 2,398 ( 945 ) ( 1,583 ) 162 2,446 2,608 1,038 5/30/2003 1987

1 unchanged sentence

516 Kenosia Avenue South Kent WA — 1,300 8,458 3,875 — ( 812 ) 1,368 11,453 12,821 4,305 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

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

DIVERSIFIED HEALTHCARE TRUST

14 unchanged sentences

Acquired Original

3289 North Mayfair Road (5)

Wauwatosa WI — 2,300 6,245 — — — 2,300 6,245 8,545 2,381 9/30/2009 1964

555 16th Avenue (6)

Seattle WA — 256 4,869 68 — ( 513 ) 256 4,424 4,680 3,555 11/1/1993 1964

3003 West Good Hope Road Glendale WI — 1,500 33,747 2,232 — — 1,500 35,979 37,479 13,711 9/30/2009 1963

215 Washington Street Grafton WI — 500 10,058 344 — — 500 10,402 10,902 4,086 9/30/2009 2009

N168W22022 Main Street Jackson WI — 188 5,962 1,726 — ( 308 ) 192 7,376 7,568 2,306 12/1/2014 2005

8351 Sheridan Road Kenosha WI — 750 7,669 1,671 — ( 77 ) 758 9,255 10,013 3,891 1/1/2008 2000

5601 Burke Road Madison WI — 700 7,461 2,403 — ( 118 ) 712 9,734 10,446 4,135 1/1/2008 2000

Brookline Drive Madison WI — 2,615 35,545 5,557 — ( 1,552 ) 2,631 39,534 42,165 11,678 12/1/2014 1999 / 2004

10803 North Port Washington Road Mequon WI — 800 8,388 4,122 — ( 279 ) 805 12,226 13,031 4,494 1/1/2008 1999

701 East Puetz Road (8)

Oak Creek WI 16,633 650 18,396 4,236 — ( 731 ) 1,540 21,011 22,551 9,555 1/1/2008 2001

W231 N1440 Corporate Court Pewaukee WI — 3,900 41,140 2,960 — — 3,900 44,100 48,000 16,715 9/30/2009 1994

8348 & 8400 Washington Avenue Racine WI — 1,150 22,436 1,233 — — 1,150 23,669 24,819 9,116 9/30/2009 1986

1221 North 26th Street Sheboygan WI — 300 975 104 — — 300 1,079 1,379 396 9/30/2009 1987

1222 North 23rd Street Sheboygan WI — 120 4,014 150 — — 120 4,164 4,284 1,631 9/30/2009 1987

2414 Kohler Memorial Drive Sheboygan WI — 1,400 35,168 2,225 — — 1,400 37,393 38,793 14,289 9/30/2009 1986

1125 N Edge Trail Verona WI — 1,365 9,581 2,749 — ( 821 ) 1,372 11,502 12,874 3,572 11/1/2013 2001

3289 North Mayfair Road Wauwatosa WI — 2,300 6,245 586 — — 2,300 6,831 9,131 2,537 9/30/2009 1964

Total $ 469,116 $ 522,369 $ 4,016,133 $ 1,905,063 $( 85,136 ) $( 409,623 ) $ 542,403 $ 5,406,403 $ 5,948,806 $ 2,089,906

5 unchanged sentences

(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 undrawn $ 150,000 secured credit facility.

(6) These properties are collateral for our $ 375,000 senior secured notes due 2030.

11 unchanged sentences

Disposals ( 16,750 ) —

Impairment ( 18,380 ) —

Cost basis adjustment (1)

31 unchanged sentences

(principal financial and accounting officer) February 23, 2026

Harrington Independent Trustee February 25, 2025

Felder Independent Trustee February 23, 2026

/s/ Phyllis M.

7 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures