Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Exchange Act. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Assessment of Internal Control Over Financial Reporting.
We are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework). Based on this assessment, we believe that, as of December 31, 2025, our internal control over financial reporting is effective.
Deloitte & Touche LLP, the independent registered public accounting firm that audited our 2025 Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting. The report appears elsewhere herein.
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Item 9B. Other Information.
During the three months ended December 31, 2025, none of our Trustees and officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have a Code of Conduct that applies to our officers and Trustees. Our Code of Conduct is posted on our website, www.dhcreit.com . A printed copy of our Code of Conduct is also available free of charge to any person who requests a copy by writing to our Secretary, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code of Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website.
We have adopted comprehensive insider trading policies and procedures that apply to trustees, directors, officers and employees, as applicable, of us and RMR. These policies are designed to prevent trading on the basis of material nonpublic information and to ensure compliance with applicable securities laws. The policies include provisions for pre-clearance of trades, blackout periods and the establishment of Rule 10b5-1 trading plans. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.
The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.
Item 11. Executive Compensation.
The information required by Item 11 is incorporated by reference to our definitive Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information. We may award common shares to our officers and other employees of RMR under our Amended and Restated 2012 Equity Compensation Plan, or the 2012 Plan. In addition, each of our Trustees receives common shares as part of his or her annual compensation for serving as a Trustee and such shares are awarded under the 2012 Plan. The terms of awards made under the 2012 Plan are determined by the Compensation Committee of our Board of Trustees at the time of the awards. The following table is as of December 31, 2025:
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under our
equity compensation plan
excluding securities
reflected in column (a)
Plan Category (a) (b) (c)
Equity compensation plans approved by securityholders—2012 Plan
None. None. 3,493,033 (1)
Equity compensation plan not approved by securityholders
None. None. None.
Total None. None. 3,493,033 (1)
(1) Consists of common shares available for issuance pursuant to the terms of the 2012 Plan. Share awards that are repurchased or forfeited will be added to the common shares available for issuance under the 2012 Plan.
Payments by us to RMR employees are described in Notes 5 and 8 to our Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K. The remainder of the information required by Item 12 is incorporated by reference to our definitive Proxy Statement.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is incorporated by reference to our definitive Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required by Item 14 is incorporated by reference to our definitive Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Index to Financial Statements and Financial Statement Schedules
The following consolidated financial statements and financial statement schedules of Diversified Healthcare Trust are included on the pages indicated:
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
F- 1
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2025
F- 5
Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2025
F- 6
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025
F- 7
Notes to Consolidated Financial Statements
F- 9
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2025
S- 1
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, or are inapplicable, and therefore have been omitted.
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(b) Exhibits
Exhibit
Number
Description
3.1 Composite Copy of Articles of Amendment and Restatement, dated September 20, 1999, as amended to date. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)
3.2 Articles Supplementary, dated May 11, 2000. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.)
3.3 Articles Supplementary, dated June 30, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 30, 2017.)
3.4 Articles Supplementary, dated May 19, 2020. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 20, 2020.)
3.5 Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024. (Incorporated by reference to the Company’s Current Report on Form 8-K f iled on June 4, 2024.)
4.1 Form of Common Share Certificate. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 2, 2020.)
4.2 Indenture, dated as of December 20, 2001, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, as successor trustee to State Street Bank and Trust Company). (Incorporated by reference to the Company’s Registration Statement on Form S-3, File No. 333-76588.)
4.3 Supplemental Indenture No. 7, dated as of July 20, 2012, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 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.)
4.4 Indenture, dated as of February 18, 2016, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 18, 2016.)
4.5 First Supplemental Indenture, dated as of February 18, 2016, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 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.)
4.6 Second Supplemental Indenture, dated as of February 12, 2018, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 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.)
4.7 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 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.)
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 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.)
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 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.)
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 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.)
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 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.)
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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. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
4.16 Description of Securities. (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. (Filed herewith.)
10.1 Second Amended and Restated Business Management Agreement, dated as of June 5, 2015, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 8, 2015.)
10.2 First Amendment to Second Amended and Restated Business Management Agreement, effective as of August 1, 2021, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.)
10.3 Third Amended and Restated Property Management Agreement, dated as of June 9, 2021, between the Company and The RMR Group LLC.(+) (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2021.)
10.4 Diversified Healthcare Trust 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.)
10.6 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.)
10.7 Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)
10.8 Form of Indemnification Agreement.(+) (Incorporated by reference to 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. Bank National Association). (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.)
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. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)
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. Bank National Association). (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.)
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. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)
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. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.)
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. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.)
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10.15 Stockholders Agreement, dated as of February 16, 2024, by and among AlerisLife Inc., the Company, DHC Holdings LLC and ABP Trust. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)
19.1 Insider Trading Policies and Procedures. † (Filed herewith.)
21.1 Subsidiaries of the Company. (Filed herewith.)
22.1 List of Subsidiary Guarantors. (Filed herewith.)
23.1 Consent of Deloitte & Touche LLP. (Filed herewith.)
23.2 Consent of Sullivan & Worcester LLP. (Contained in Exhibit 8.1.)
31.1 Rule 13a-14(a) Certification. (Filed herewith.)
31.2 Rule 13a-14(a) Certification. (Filed herewith.)
32.1 Section 1350 Certification. (Furnished herewith.)
97.1 Clawback Policy. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.)
99.1 Letter Agreement, dated as of May 30, 2024, between the Company and The RMR Group LLC, regarding Third Amended and Restated Property Management Agreement.(+) (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.
101.SCH XBRL Taxonomy Extension Schema Document. (Filed herewith.)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
101.LAB XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)
104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101.)
(+) Management contract or compensatory plan or arrangement.
† 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.
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Item 16. Form 10-K Summary.
None.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Real Estate Properties - Refer to Note 3 to the financial statements
Critical Audit Matter Description
The Company's real estate properties are evaluated for impairment periodically or when events or changes in circumstances indicate that the carrying amount of a real estate property may not be recoverable. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, the Company's decision to dispose of a property before the end of its estimated useful life, and legislative, market or industry changes that could permanently reduce the value of a property. If indicators of impairment are identified for any real estate property, the Company evaluates the recoverability of that real estate property by comparing undiscounted future cash flows expected to be generated by the real estate property over the Company's expected remaining hold period to the respective carrying amount. The Company's undiscounted future cash flows analysis requires management to make significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates.
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We identified the impairment of real estate properties as a critical audit matter, specifically the significant estimates and assumptions management makes to evaluate the recoverability of real estate properties. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of the significant estimates and assumptions related to expected remaining hold periods, market rents, and terminal capitalization rates within management's undiscounted future cash flows analysis which are sensitive to future market or industry considerations.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the undiscounted cash flows analysis for each real estate property or group of properties with 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 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 indicators of impairment. We compared our analysis of the recoverability of the real estate property or group of properties to the Company's analysis.
• We made inquiries of management about the current status of potential transactions and about management's judgments to understand the probability of future events that could affect the expected remaining hold period and other cash flow assumptions for the properties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 23, 2026
We have served as the Company's auditor since 2020.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 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.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 23, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 23, 2026
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
December 31,
2025 2024
ASSETS
Real estate properties:
Land $ 542,403 $ 605,973
Buildings and improvements 5,406,403 5,817,279
Total real estate properties, gross 5,948,806 6,423,252
Accumulated depreciation ( 2,089,906 ) ( 2,082,777 )
Total real estate properties, net 3,858,900 4,340,475
Investments in unconsolidated joint ventures 120,126 126,859
Assets of properties held for sale 23,085 276,270
Cash and cash equivalents 105,407 144,584
Restricted cash 16,392 5,270
Equity method investment 27,200 24,590
Due from affiliates 3,973 4,057
Acquired real estate leases and other intangible assets, net 20,663 26,300
Other assets, net 185,504 188,600
Total assets $ 4,361,250 $ 5,137,005
LIABILITIES AND SHAREHOLDERS' EQUITY
Secured revolving credit facility $ — $ —
Senior secured notes, net 365,005 826,974
Senior unsecured notes, net 1,580,726 1,957,319
Secured debt and finance leases, net 455,093 126,611
Liabilities of properties held for sale 3,426 6,024
Accrued interest 30,683 23,092
Due to affiliates 22,699 8,989
Other liabilities 238,050 229,153
Total liabilities 2,695,682 3,178,162
Commitments and contingencies
Shareholders' equity:
Common shares of beneficial interest, $ .01 par value: 300,000,000 shares authorized, 242,121,025 and 241,271,703 shares issued and outstanding, respectively
2,421 2,413
Additional paid in capital 4,622,572 4,620,313
Cumulative net income 1,122,137 1,408,023
Cumulative other comprehensive loss ( 12 ) ( 17 )
Cumulative distributions ( 4,081,550 ) ( 4,071,889 )
Total shareholders' equity 1,665,568 1,958,843
Total liabilities and shareholders' equity $ 4,361,250 $ 5,137,005
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
Year Ended December 31,
2025 2024 2023
Revenues:
Rental income $ 225,198 $ 251,038 $ 258,400
Residents fees and services 1,312,655 1,244,389 1,151,908
Total revenues 1,537,853 1,495,427 1,410,308
Expenses:
Property operating expenses 1,259,340 1,236,542 1,174,151
Depreciation and amortization 261,923 284,957 284,083
General and administrative 45,502 26,518 26,131
Acquisition and certain other transaction related costs 10,356 2,510 10,853
Impairment of assets 165,702 70,734 18,380
Total expenses 1,742,823 1,621,261 1,513,598
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
Interest expense (including net amortization of debt premiums, discounts and issuance costs of $ 77,942 , $ 103,437 and $ 11,811 , respectively)
( 204,498 ) ( 235,239 ) ( 191,775 )
Loss on modification or early extinguishment of debt ( 42,526 ) ( 324 ) ( 2,468 )
Loss before income taxes and equity in net earnings (losses) of investees ( 320,903 ) ( 371,385 ) ( 272,666 )
Income tax expense ( 1,743 ) ( 467 ) ( 445 )
Equity in net earnings (losses) of investees 36,760 1,597 ( 20,461 )
Net loss $ ( 285,886 ) $ ( 370,255 ) $ ( 293,572 )
Other comprehensive loss:
Equity in unrealized gains (losses) of an investee 17 ( 17 ) —
Unrealized loss on derivative ( 12 ) — —
Other comprehensive loss 5 ( 17 ) —
Comprehensive loss $ ( 285,881 ) $ ( 370,272 ) $ ( 293,572 )
Weighted average common shares outstanding (basic and diluted) 240,286 239,535 238,836
Per common share amounts (basic and diluted):
Net loss $ ( 1.19 ) $ ( 1.55 ) $ ( 1.23 )
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(dollars in thousands)
Number of
Shares Common
Shares Additional
Paid In
Capital Cumulative
Net Income Cumulative Other Comprehensive Loss (Income) Cumulative
Distributions Total Shareholders' Equity
Balance at December 31, 2022: 239,694,842 $ 2,397 $ 4,617,031 $ 2,071,850 $ — $ ( 4,052,667 ) $ 2,638,611
Net loss — — — ( 293,572 ) — — ( 293,572 )
Distributions — — — — — ( 9,595 ) ( 9,595 )
Share grants 960,000 9 1,841 — — — 1,850
Share repurchases ( 184,344 ) ( 1 ) ( 392 ) — — — ( 393 )
Share forfeitures ( 46,600 ) — ( 10 ) — — — ( 10 )
Balance at December 31, 2023: 240,423,898 2,405 4,618,470 1,778,278 — ( 4,062,262 ) 2,336,891
Net loss — — — ( 370,255 ) — — ( 370,255 )
Other comprehensive loss — — — — ( 17 ) — ( 17 )
Distributions — — — — — ( 9,627 ) ( 9,627 )
Share grants 1,141,026 12 2,743 — — — 2,755
Share repurchases ( 268,221 ) ( 4 ) ( 900 ) — — — ( 904 )
Share forfeitures ( 25,000 ) — — — — — —
Balance at December 31, 2024: 241,271,703 2,413 4,620,313 1,408,023 ( 17 ) ( 4,071,889 ) 1,958,843
Net loss — — — ( 285,886 ) — — ( 285,886 )
Other comprehensive income — — — — 5 — 5
Distributions — — — — — ( 9,661 ) ( 9,661 )
Share grants 1,188,464 12 3,426 — — — 3,438
Share repurchases ( 276,078 ) ( 3 ) ( 1,142 ) — — — ( 1,145 )
Share forfeitures ( 63,064 ) ( 1 ) ( 25 ) — — — ( 26 )
Balance at December 31, 2025: 242,121,025 $ 2,421 $ 4,622,572 $ 1,122,137 $ ( 12 ) $ ( 4,081,550 ) $ 1,665,568
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
( dollars in thousands)
Year Ended December 31,
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ ( 285,886 ) $ ( 370,255 ) $ ( 293,572 )
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
Amortization of acquired real estate leases and other intangible assets, net 113 106 ( 242 )
Loss on modification or early extinguishment of debt 42,526 324 2,468
Impairment of assets 165,702 70,734 18,380
(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 )
Unconsolidated joint venture distributions 1,000 1,231 5,100
Equity in net (earnings) losses of investees ( 36,760 ) ( 1,597 ) 20,461
Change in assets and liabilities:
Deferred leasing costs, net ( 4,313 ) ( 3,578 ) ( 9,834 )
Other assets ( 2,653 ) 16,672 10,672
Accrued interest 7,591 245 ( 6,570 )
Other liabilities 32,639 ( 6,521 ) ( 22,106 )
Net cash (used in) provided by operating activities ( 19,618 ) 112,223 10,483
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate improvements ( 146,823 ) ( 201,702 ) ( 235,007 )
Proceeds from sale of properties, net 589,234 34,167 18,356
Proceeds from insurance recoveries 1,308 1,698 534
Investment in AlerisLife Inc. — ( 15,459 ) —
Proceeds from AlerisLife Inc. tender offer — — 14,006
Equity method investment distributions 48,400 — —
Contributions to unconsolidated joint ventures ( 8,500 ) ( 5,723 ) —
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:
Proceeds from issuance of senior secured notes, net 369,375 — 750,001
Proceeds from mortgage notes payable 343,157 120,000 —
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 )
Early extinguishment of debt settled in cash ( 37,664 ) — ( 978 )
Payment of debt issuance costs ( 22,227 ) ( 8,562 ) ( 21,699 )
Repurchase of common shares ( 1,145 ) ( 904 ) ( 393 )
Distributions to shareholders ( 9,661 ) ( 9,627 ) ( 9,595 )
Net cash used in financing activities ( 492,009 ) ( 22,311 ) ( 249,713 )
Decrease in cash and cash equivalents and restricted cash ( 28,055 ) ( 97,107 ) ( 441,341 )
Cash and cash equivalents and restricted cash at beginning of period 149,854 246,961 688,302
Cash and cash equivalents and restricted cash at end of period $ 121,799 $ 149,854 $ 246,961
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
( dollars in thousands)
Year Ended December 31,
2025 2024 2023
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid (1)
$ 271,834 $ 131,557 $ 186,534
Income taxes paid $ 1,776 $ 484 $ 677
NON-CASH INVESTING ACTIVITIES:
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:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within our consolidated balance sheets to the amount shown in our consolidated statements of cash flows:
As of December 31,
2025 2024 2023
Cash and cash equivalents $ 105,407 $ 144,584 $ 245,939
Restricted cash (1)
16,392 5,270 1,022
Total cash and cash equivalents and restricted cash shown in our consolidated statements of cash flows $ 121,799 $ 149,854 $ 246,961
(1) Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.
The accompanying notes are an integral part of these consolidated financial statements.
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DIVERSIFIED HEALTHCARE TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands, except per share data or as otherwise stated)
Note 1. Business
Diversified Healthcare Trust is a real estate investment trust, or REIT, organized under Maryland law, which owns 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: 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.
As of December 31, 2025, we also owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states with an aggregate of approximately 2.2 million rentable square feet.
Note 2. Summary of Significant Accounting Policies
BASIS OF PRESENTATION. Our consolidated financial statements include the accounts of Diversified Healthcare Trust, we, us or our, and our subsidiaries, all of which are 100 % owned directly or indirectly by us as of December 31, 2025. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated.
REAL ESTATE PROPERTIES. We record properties at our cost and calculate depreciation on real estate investments on a straight line basis over estimated useful lives generally up to 40 years.
We allocate the purchase prices of our properties to land, building and improvements based on determinations of the fair values of these assets assuming the properties are vacant. We determine the fair value of each property using methods similar to those used by independent appraisers, which may involve estimated cash flows that are based on a number of factors, including capitalization rates and discount rates, among others. In some circumstances, we engage independent real estate appraisal firms to provide market information and evaluations which are relevant to our purchase price allocations and determinations of depreciable useful lives; however, we are ultimately responsible for the purchase price allocations and determinations of useful lives. We allocate a portion of the purchase price to above market and below market leases based on the present value (using an interest rate which reflects the risks associated with acquired in place leases at the time each property was acquired by us) of the difference, if any, between (i) the contractual amounts to be paid pursuant to the acquired in place leases and (ii) our estimates of fair market lease rates for the corresponding leases, measured over a period equal to the terms of the respective leases. The terms of below market leases that include bargain renewal options, if any, are further adjusted if we determine that renewal is probable. We allocate a portion of the purchase price to acquired in place leases and tenant relationships based upon market estimates to lease up the property based on the leases in place at the time of purchase. In making these allocations, we consider factors such as estimated carrying costs during the expected lease up periods, including real estate taxes, insurance and other operating income and expenses and costs, such as leasing commissions, legal and other related expenses, to execute similar leases in current market conditions at the time a property was acquired by us. We allocate this aggregate value between acquired in place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant's lease. However, we have not separated the value of tenant relationships from the value of acquired in place leases because such value and related amortization expense is immaterial to our consolidated financial statements. If the value of tenant relationships becomes material in the future, we may separately allocate those amounts and amortize the allocated amount over the estimated life of the relationships.
We amortize capitalized above market lease values (included in acquired real estate leases and other intangible assets, net in our consolidated balance sheets) as a reduction to rental income over the remaining non-cancelable terms of the respective leases. We amortize capitalized below market lease values (included in other liabilities in our consolidated balance sheets) as an increase to rental income over the non-cancelable periods of the respective leases. We amortize the value of in place leases exclusive of the value of above market and below market in place leases to depreciation and amortization expense over the remaining non-cancelable periods of the respective leases and during the years ended December 31, 2025, 2024 and 2023, such amortization totaled $ 5,249 , $ 7,367 and $ 10,996 , respectively. If a lease is terminated prior to its stated expiration, we fully amortize the unamortized amount relating to that lease at that time.
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As of December 31, 2025 and 2024, our acquired real estate leases and assumed real estate lease obligations, excluding properties held for sale, if any, were as follows:
December 31,
2025 2024
Acquired real estate leases:
Capitalized above market lease values $ 2,728 $ 2,846
Less: accumulated amortization ( 2,408 ) ( 2,324 )
Capitalized above market lease values, net 320 522
Lease origination value 48,862 66,731
Less: accumulated amortization ( 28,519 ) ( 40,953 )
Lease origination value, net 20,343 25,778
Acquired real estate leases and other intangible assets, net $ 20,663 $ 26,300
Assumed real estate lease obligations:
Capitalized below market lease values $ 1,204 $ 1,600
Less: accumulated amortization ( 1,011 ) ( 1,305 )
Assumed real estate lease obligations, net $ 193 $ 295
As of December 31, 2025, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 2.4 years, 5.2 years and 6.7 years, respectively. Future amortization of net acquired real estate lease assets and obligations to be recognized over the current terms of the associated leases as of December 31, 2025 is estimated to be $ 3,925 in 2026, $ 3,436 in 2027, $ 2,585 in 2028, $ 2,428 in 2029, $ 2,377 in 2030 and $ 5,719 thereafter.
CASH AND CASH EQUIVALENTS. We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.
RESTRICTED CASH. Restricted cash consists of amounts escrowed for real estate taxes, insurance and capital expenditures at certain of our mortgaged properties.
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. As of December 31, 2025, we owned a 10 % equity interest in an unconsolidated joint venture that owns a life science property located in Boston, Massachusetts, or the Seaport JV, and a 20 % equity interest in an unconsolidated joint venture for 10 medical office and life science properties, or the LSMD JV. The properties owned by the Seaport JV and LSMD JV are encumbered by an aggregate $ 1,000,000 and $ 456,625 of mortgage debts, respectively. We do not control the activities that are most significant to these joint ventures and, as a result, we account for our investment in these joint ventures under the equity method of accounting under the fair value option. See Notes 3 and 10 for more information regarding these joint ventures.
As of December 31, 2025, we owned approximately 34.0 % of the outstanding common shares of AlerisLife Inc., or AlerisLife. We do not control the activities that are most significant to AlerisLife and, as a result, we account for our non-controlling interest in AlerisLife using the equity method of accounting. See Notes 3 and 8 for more information regarding our investment in AlerisLife.
DEBT ISSUANCE COSTS. Debt issuance costs include issuance or assumption costs related to borrowings and we amortize those costs as interest expense over the terms of the respective loans. Debt issuance costs for our senior secured and unsecured notes and other secured debt totaled $ 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
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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.
DEFERRED LEASING COSTS. Deferred leasing costs include capitalized brokerage costs and inducements associated with the successful negotiation of leases. We amortize deferred leasing costs, which are included in depreciation and amortization expense, and inducements, which are included as a reduction in rental income, on a straight line basis over the terms of the respective leases. Deferred leasing costs are included in other assets, net in our consolidated balance sheets. Deferred leasing costs totaled $ 49,748 and $ 59,286 at December 31, 2025 and 2024, respectively, and accumulated amortization of deferred leasing costs totaled $ 21,453 and $ 22,377 at December 31, 2025 and 2024, respectively. At December 31, 2025, the remaining weighted average amortization period is approximately 7.8 years. Future amortization of deferred leasing costs to be recognized during the current terms of our existing leases as of December 31, 2025 are estimated to be $ 5,429 in 2026, $ 4,571 in 2027, $ 4,026 in 2028, $ 3,101 in 2029, $ 2,746 in 2030 and $ 8,422 thereafter.
FAIR VALUE OF FINANCIAL INSTRUMENTS. We determine the estimated fair value of financial assets and liabilities using the three-tier fair value hierarchy established by accounting principles generally accepted in the United States, or GAAP, which prioritizes observable inputs in active markets when measuring fair value. The three levels of inputs that may be used to measure fair value in order of priority are as follows:
Level 1—Inputs include quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2—Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly.
Level 3—Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement.
REVENUE RECOGNITION. We are a lessor of 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; therefore, we have determined to evaluate our leases as lease arrangements.
Our leases provide for base rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred.
Certain of our leases contain non-lease components, such as property level operating expenses and capital expenditures reimbursed by our tenants as well as other required lease payments. We have determined that all of our leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as those of the lease components. We apply the Accounting Standards, or ASC, Codification Topic 842, Leases, to the combined component. Income derived by our leases is recorded in rental income in our consolidated statements of comprehensive income (loss).
Certain tenants are obligated to pay directly their obligations under their leases for insurance, real estate taxes and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in our consolidated financial statements. To the extent any tenant responsible for any such obligations under the applicable lease defaults on such lease or if it is deemed probable that the tenant will fail to pay for such obligations, we would record a liability for such obligations.
For the years ended December 31, 2025, 2024 and 2023, we recognized the rental income from our operating leases on a straight line basis over the term of each lease agreement. We recognized percentage rents when realizable and earned, which was generally during the fourth quarter of the year. For the years ended December 31, 2025, 2024 and 2023, percentage rents earned aggregated $ 1,657 , $ 3,435 and $ 2,949 , respectively.
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For leases where we are the lessee, we recognize a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease. The right of use assets and related lease liabilities are included within other assets, net and other liabilities, respectively, within our consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our consolidated balance sheets.
As of December 31, 2025, we owned 212 senior living communities that are managed by third party managers for our account. We derive our revenues at these managed senior living communities primarily from services our managers provide to residents on our behalf and we record revenues when the services are provided. We use the taxable REIT subsidiary, or TRS, structure authorized by the REIT Investment Diversification and Empowerment Act for our managed senior living communities.
Under the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, the U.S. Department of Health and Human Services established a Provider Relief Fund. Subsequently, the American Rescue Plan Act, or ARPA, was enacted. Retention and use of the funds received under the CARES Act and ARPA are subject to certain terms and conditions. The terms and conditions require that the funds be utilized to compensate for lost revenues that are attributable to the COVID-19 pandemic and for eligible costs to prevent, prepare for and respond to the COVID-19 pandemic that are not covered by other sources. Further, fund recipients are required to be participating in Medicare at the time of distribution and are subject to certain other terms and conditions, including quarterly reporting requirements. In addition, fund recipients are required to have billed Medicare during 2019 and to continue to provide care after January 31, 2020 for diagnosis, testing or care for individuals with possible or actual COVID-19 cases. Any funds not used in accordance with the terms and conditions must be returned. We recognize income from government grants on a systematic and rational basis over the period in which we recognize the related expenses or loss of revenues for which the grants are intended to compensate when there is reasonable assurance that we will comply with the applicable terms and conditions of the grant and there is reasonable assurance that the grant will be received. During the years ended December 31, 2025, 2024 and 2023, we received $ 0 , $ 0 and $ 1,581 , respectively, in funds to be used to support the operations of our managed senior living communities. We have recognized $ 0 , $ 0 and $ 1,581 as interest and other income in our consolidated statements of comprehensive income (loss) with respect to our senior housing operating portfolio, or SHOP, segment for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we have recognized all funds and no amount remained in other liabilities in our consolidated balance sheets.
PER COMMON SHARE AMOUNTS. We calculate basic earnings per common share by dividing net income (loss) by the weighted average number of our common shares of beneficial interest, $ .01 par value, or our common shares, outstanding during the period. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.
INCOME TAXES. We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We do, however, lease our managed senior living communities to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated federal corporate income tax return and are subject to federal and state income taxes. Our consolidated income tax provision includes the income tax provision related to the operations of our TRSs and certain state income taxes we incur despite our taxation as a REIT. Our current income tax expense (or benefit) fluctuates from period to period based primarily on the timing of our income, including gains on the disposition of properties or losses in a particular quarter.
The Income Taxes Topic of the Codification prescribes how we should recognize, measure and present in our consolidated financial statements uncertain tax positions that have been taken or are expected to be taken in a tax return. Tax benefits are recognized to the extent that it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that has a greater than 50% likelihood of being realized upon settlement. We classify interest and penalties related to uncertain tax positions, if any, in our consolidated financial statements as a component of general and administrative expense.
USE OF ESTIMATES. Preparation of these consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and related notes. The actual results could differ from these estimates. Significant estimates in the consolidated financial statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles.
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SEGMENT REPORTING. As of December 31, 2025, we operate in, and report financial information for, the following two segments: 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.
RECENT ACCOUNTING PRONOUNCEMENTS.
On December 14, 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU No. 2023-09, which requires public entities to enhance their annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the consolidated financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We included additional disclosures in the notes to our consolidated financial statements as a result of the implementation of ASU No. 2023-09; however, these changes did not have a material effect on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statements Expenses, or ASU No. 2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to consolidated financial statements for both interim and annual reporting periods. ASU 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for the first annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of ASU 2024-03 will have on our consolidated financial statements.
Note 3. Real Estate and Other Investments
Acquisitions:
We did not acquire any real estate properties during the years ended December 31, 2025, 2024 and 2023.
Impairment:
We regularly evaluate our assets for indicators of impairment. Impairment indicators may include declining tenant or resident occupancy, weak or declining profitability from the property, decreasing tenant cash flows or liquidity, our decision to dispose of an asset before the end of its estimated useful life and legislative, market or industry changes that could permanently reduce the value of an asset. If indicators of impairment are present, we evaluate the carrying value of the affected assets by 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 and were sold in 2025. These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).
During 2023, we recorded impairment charges of $ 14,034 to adjust the carrying value of four medical office and life science properties to their estimated fair value. We sold three of these medical office and life science properties in 2023. One of these medical office properties was classified as held for sale in our consolidated balance sheet as of December 31, 2023. During 2023, we also recorded impairment charges of $ 4,346 to adjust the carrying values of two senior living communities to
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their aggregate estimated fair value. We sold one of these senior living communities in 2023. These impairment charges, in aggregate, are included in impairment of assets in our consolidated statements of comprehensive income (loss).
Dispositions:
The table below represents the sale prices (excluding closing costs) of 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 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. ft. (2)
159,025 9,723
February 2025 Arizona Life Science 1 82,266 sq. ft. 16,800 65
February 2025 Various Senior Living 18 876 units (2)
135,000 97,560
March 2025 Connecticut Medical Office 1 64,800 sq. ft. (2)
7,100 1,529
May 2025 Tennessee Senior Living 1 120 units (1)
11,150 ( 5,261 )
May 2025 Missouri Medical Office 1 219,644 sq. ft. 5,250 ( 2,168 )
July 2025 Missouri and Wisconsin Medical Office 2 244,491 sq. ft. 4,800 ( 3 )
July 2025 New Jersey Senior Living 1 97 units (1)
4,000 1,554
August 2025 Pennsylvania Medical Office 1 131,945 sq. ft. 1,800 ( 19 )
September 2025 Georgia Senior Living 1 40 units (1)
1,600 ( 218 )
September 2025 Maryland Medical Office 1 92,180 sq. ft. 4,250 ( 54 )
October 2025 Georgia, South Carolina and Wyoming Senior Living 7 428 units (1)
21,430 4,122
October 2025 Massachusetts Medical Office 1 124,803 sq. ft. (2)
10,700 2,051
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. ft. (2)
11,766 ( 63 )
December 2025 Delaware, Georgia and Indiana Senior Living 5 662 units (1)
56,510 8,687
December 2025 Various Medical Office 18 1,094,474 sq. ft. (2)
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. ft. $ 3,600 $ ( 5,874 )
June 2024 Texas Medical Office 1 94,137 sq. ft. 4,200 ( 13,213 )
July 2024 Illinois and Minnesota Medical Office 2 205,673 sq. ft. 21,275 111
November 2024 Kansas Life Science 1 239,366 sq. ft. 6,600 38
5 $ 35,675 $ ( 18,938 )
Dispositions during the year ended December 31, 2023:
February 2023 Pennsylvania and South Carolina Senior Living 3 — units (1)
$ 2,800 $ 293
October 2023 Pennsylvania Medical Office 1 30,866 sq. ft. 1,800 15
October 2023 Tennessee Senior Living 1 — units (1)
2,830 627
October 2023 Maryland Life Science 1 58,880 sq. ft. 6,200 ( 360 )
November 2023 Virginia Senior Living 1 — units (1)
1,800 945
December 2023 South Carolina Medical Office 1 115,108 sq. ft. 3,450 ( 1,255 )
8 $ 18,880 $ 265
(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.
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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.
As of December 31, 2025, we had 13 properties classified as held for sale as follows:
Segment Number of Properties Real Estate Properties, Net
SHOP 13 $ 22,048
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.
Investments and Capital Expenditures:
The following is a summary of capital expenditures, development, redevelopment and other activities for the periods presented:
For the Year Ended December 31,
2025 2024 2023
SHOP fixed assets and capital improvements $ 96,940 $ 93,043 $ 100,981
Medical Office and Life Science Portfolio capital expenditures:
Lease related costs (1)
26,706 21,289 38,070
Building improvements (2)
7,802 6,002 12,984
Recurring capital expenditures - Medical Office and Life Science Portfolio 34,508 27,291 51,054
Wellness centers lease related costs (1)
— 20,618 9,721
Total recurring capital expenditures $ 131,448 $ 140,952 $ 161,756
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:
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
Total capital expenditures $ 145,950 $ 190,522 $ 253,207
(1) Includes capital expenditures to improve tenants' space or amounts paid directly to tenants to improve their space and other leasing related costs, such as brokerage commissions and tenant inducements.
(2) Includes capital expenditures to replace obsolete building components that extend the useful life of existing assets or other improvements to increase the marketability of the property.
(3) Includes capital expenditures that reposition a property or result in change of use or new sources of revenue .
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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 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
The LSMD Fund REIT LLC 20 % 46,655 10 CA, MA, NY, TX, WA 1,068,763
$ 120,126 11 2,203,242
The following table provides a summary of the mortgage debts of these joint ventures as of December 31, 2025:
Joint Venture Coupon Rate Maturity Date Principal Balance (1)
Mortgage Notes Payable (secured by one property in Massachusetts) (2)(3)
5.60 % 9/1/2030 $ 1,000,000
Mortgage Notes Payable (secured by nine properties in five states) (4)
3.46 % 2/11/2032 189,800
Mortgage Notes Payable (secured by one property in California) (4)(5)
5.65 % 2/9/2027 266,825
Weighted Average / Total 5.33 % $ 1,456,625
(1) Amounts are not adjusted for our minority equity interest.
(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 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.
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:
As of December 31, 2025, we owned approximately 34.0 % of the outstanding common shares of AlerisLife Inc., or AlerisLife. We do not control the activities that are most significant to AlerisLife and, as a result, we account for our non-controlling interest in AlerisLife using the equity method of accounting.
As of 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 . 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.
Other:
In September 2022, certain of our managed senior living communities located in Florida experienced hurricane related damage. We carry comprehensive property, casualty, flood and business interruption insurances 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
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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.
Note 4. Leases
We are a lessor of medical office and life science properties, senior living communities and other healthcare related properties. Our leases provide our tenants with the contractual right to use and economically benefit from all of the premises demised under the leases; therefore, we have determined to evaluate our leases as lease arrangements.
Our leases provide for base rent payments and, in addition, may include variable payments. Rental income from operating leases, including any payments derived by index or market based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term.
We increased rental income to record revenue on a straight line basis by $ 962 and $ 1,445 for the years ended December 31, 2025 and 2024, respectively. We decreased rental income to record revenue on a straight line basis by $ 1,095 for the year ended December 31, 2023. Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 62,163 and $ 69,814 of straight line rent receivables at December 31, 2025 and 2024, respectively, and are included in other assets, net in our consolidated balance sheets.
We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred. Such payments totaled $ 41,610 , $ 48,873 and $ 51,367 for the years ended December 31, 2025, 2024 and 2023, respectively, of which tenant reimbursements totaled $ 39,923 , $ 45,255 and $ 48,215 , respectively.
The following table presents our operating lease maturity analysis, excluding lease payments from properties classified as held for sale, if any, as of December 31, 2025:
Year Amount
2026 $ 145,437
2027 132,996
2028 118,638
2029 103,714
2030 95,568
Thereafter 384,181
Total $ 980,534
Right of Use Asset and Lease Liability . For leases where we are the lessee, we recognize a right of use asset and a lease liability equal to the present value of the minimum lease payments with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease. The values of the right of use assets and related liabilities representing our future obligation under the respective lease arrangements for which we are the lessee were $ 16,537 and $ 16,921 , respectively, as of December 31, 2025, and $ 20,025 and $ 20,411 , respectively, as of December 31, 2024. The right of use assets and related lease liabilities are included within other assets, net and other liabilities , respectively, within our consolidated balance sheets. In addition, we lease equipment at certain of our managed senior living communities. These leases are short term in nature, are cancelable with no fee or do not result in an annual expense in excess of our capitalization policy and, as a result, are not recorded on our consolidated balance sheets.
Note 5. Shareholders' Equity
We have common shares available for issuance under the terms of our equity compensation plan adopted in 2012, as amended, or the 2012 Plan. During the years ended December 31, 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
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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. 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. The common shares awarded to our Trustees vested immediately. The common shares awarded to our officers and certain other employees of RMR and certain employees of AlerisLife vest in five equal annual installments beginning on the date of award. We recognize share forfeitures as they occur and include the value of awarded shares in general and administrative expenses in our consolidated statements of comprehensive income (loss) ratably over the vesting period. At December 31, 2025, 3,493,033 of our common shares remain available for issuance under the 2012 Plan.
A summary of shares awarded, forfeited, vested and unvested under the terms of the 2012 Plan from January 1, 2023 to December 31, 2025 is as follows:
Number of Shares Weighted Average
Award Date
Fair Value
Unvested shares at December 31, 2022 1,116,000 $ 2.50
Shares awarded in 2023 960,000 $ 2.24
Shares vested / forfeited in 2023 ( 847,800 ) $ 2.53
Unvested shares at December 31, 2023 1,228,200 $ 2.28
Shares awarded in 2024 1,141,026 $ 3.14
Shares vested / forfeited in 2024 ( 1,049,225 ) $ 2.54
Unvested shares at December 31, 2024 1,320,001 $ 2.80
Shares awarded in 2025 1,188,464 $ 4.06
Shares vested / forfeited in 2025 ( 1,077,788 ) $ 3.12
Unvested shares at December 31, 2025 1,430,677 $ 3.60
The 1,430,677 unvested shares as of December 31, 2025 are scheduled to vest as follows:
Unvested Shares
2026 492,755
2027 420,972
2028 330,548
2029 186,402
Total 1,430,677
As of December 31, 2025, the estimated future compensation for the unvested shares was $ 4,670 based on the adjusted award date fair value of these shares. At December 31, 2025, the weighted average period over which the compensation expense will be recorded is approximately 1.9 years.
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, 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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Annual Per Characterization of Distribution
Share Total Ordinary Capital Return of
Year Distribution Distribution Income Gain Capital
2025 $ 0.04 $ 9,661 — % — % 100.0 %
2024 $ 0.04 $ 9,627 — % — % 100.0 %
2023 $ 0.04 $ 9,595 — % — % 100.0 %
On January 15, 2026, we declared a quarterly distribution to common shareholders of record on January 26, 2026 of $ 0.01 per share, or approximately $ 2,421 . We paid this distribution on February 19, 2026 using cash on hand.
Note 6. Senior Living Community Management Agreements
Our managed senior living communities are operated by third parties pursuant to management agreements. 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. 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 January 2025, we sold a closed senior living community that had previously been managed by Five Star. 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 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. For the years ended December 31, 2025, 2024 and 2023, $ 34,617 , $ 40,212 and $ 37,436 , respectively, of the total management fees were expensed to property operating expenses in our consolidated statements of comprehensive income (loss) and $ 1,609 , $ 2,262 and $ 2,683 , respectively, were capitalized in our consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.
Prior to the sale of their Ageility business to Fox Rehabilitation on June 17, 2024, Five Star also provided certain other services to residents at some of the senior living communities it managed for us, such as rehabilitation services. 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 $ 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).
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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 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).
The following table presents residents fees and services revenue from all of our managed senior living communities disaggregated by the type of contract and payer:
Year Ended December 31,
Revenue from contracts with customers: 2025 2024 2023
Basic housing and support services $ 1,040,322 $ 972,307 $ 915,528
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
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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 %
Total (1)
211 100.0 %
(1) Excludes one closed senior living community.
Note 7. Business and Property Management Agreements with RMR
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time. See Note 8 for further information regarding our relationship, agreements and transactions with RMR.
Management Agreements with RMR. Our management agreements with RMR provide for an annual base management fee, an annual incentive management fee and property management and construction supervision fees, payable in cash, among other terms:
• Base Management Fee . The annual base management fee payable to RMR by us for each applicable period is equal to the lesser of:
◦ the sum of (a) 0.5 % of the daily weighted average of the aggregate book value of our real estate assets owned by us or our subsidiaries as of October 12, 1999, or the Transferred Assets, plus (b) 0.7 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets up to $ 250,000 , plus (c) 0.5 % of the average aggregate historical cost of our real estate investments excluding the Transferred Assets exceeding $ 250,000 ; and
◦ the sum of (a) 0.7 % of the average closing price per share of our common shares on the stock exchange on which such shares are principally traded during such period, multiplied by the average number of our common shares outstanding during such period, plus the daily weighted average of the aggregate liquidation preference of each class of our preferred shares outstanding during such period, plus the daily weighted average of the aggregate principal amount of our consolidated indebtedness during such period, or, together, our Average Market Capitalization, up to $ 250,000 , plus (b) 0.5 % of our Average Market Capitalization exceeding $ 250,000 .
The average aggregate historical cost of our real estate investments includes our consolidated assets invested, directly or indirectly, in equity interests in or loans secured by real estate and personal property owned in connection with such real estate (including acquisition related costs and costs which may be allocated to intangibles or are unallocated), all before reserves for depreciation, amortization, impairment charges or bad debts or other similar non-cash reserves.
• Incentive Management Fee . The incentive management fee which may be earned by RMR for an annual period is calculated as follows:
• An amount, subject to a cap, based on the value of our common shares outstanding, equal to 12.0 % of the product of:
◦ our equity market capitalization on the last trading day of the year immediately prior to the relevant three year measurement period, and
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◦ the amount (expressed as a percentage) by which the total return per share, as defined in the business management agreement and further described below, of our common shareholders (i.e., share price appreciation plus dividends) exceeds the total shareholder return of the applicable market index, or the benchmark return per share, for the relevant measurement period. The MSCI U.S. REIT/Health Care REIT Index is the applicable benchmark index.
For purposes of the total return per share of our common shareholders, share price appreciation for a measurement period is determined by subtracting (1) the closing price of our common shares on Nasdaq on the last trading day of the year immediately before the first year of the applicable measurement period, or the initial share price, from (2) the average closing price of our common shares on the 10 consecutive trading days having the highest average closing prices during the final 30 trading days in the last year of the measurement period.
◦ The calculation of the incentive management fee (including the determinations of our equity market capitalization, initial share price and the total return per share of our common shareholders) is subject to adjustments if we issue or repurchase our common shares, or if our common shares are forfeited, during the measurement period.
◦ No incentive management fee is payable by us unless our total return per share during the measurement period is positive.
◦ The measurement periods are three year periods ending with the year for which the incentive management fee is being calculated.
◦ If our total return per share exceeds 12.0 % per year in any measurement period, the benchmark return per share is adjusted to be the lesser of the total shareholder return of the applicable market index for such measurement period and 12.0 % per year, or the adjusted benchmark return per share. In instances where the adjusted benchmark return per share applies, the incentive management fee will be reduced if our total return per share is between 200 basis points and 500 basis points below the applicable market index in any year, by a low return factor, as defined in the business management agreement, and there will be no incentive management fee paid if, in these instances, our total return per share is more than 500 basis points below the applicable market index in any year, determined on a cumulative basis (i.e. between 200 basis points and 500 basis point per year multiplied by the number of years in the measurement period and below the applicable market index).
◦ The incentive management fee is subject to a cap. The cap is equal to the value of the number of our common shares which would, after issuance, represent 1.5 % of the number of our common shares then outstanding multiplied by the average closing price of our common shares during the 10 consecutive trading days having the highest average closing prices during the final 30 trading days of the relevant measurement period.
◦ Incentive management fees we paid to RMR for any period may be subject to “clawback” if our consolidated financial statements for that period are restated due to material non-compliance with any financial reporting requirements under the securities laws as a result of the bad faith, fraud, willful misconduct or gross negligence of RMR and the amount of the incentive management fee we paid was greater than the amount we would have paid based on the restated consolidated financial statements.
We 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 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,
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benefits and other related costs of RMR's centralized accounting personnel, our share of RMR's costs for providing our internal audit function, or as otherwise agreed. Our property level operating expenses are generally incorporated into the rents charged to our tenants, including certain payroll and related costs incurred by RMR.
• Term . Our management agreements with RMR have terms that end on December 31, 2045, and automatically extend on December 31st of each year for an additional year, so that the terms of our management agreements thereafter end on the 20th anniversary of the date of the extension.
• Termination Rights . We have the right to terminate one or both of our management agreements with RMR: (i) at any time on 60 days' written notice for convenience, (ii) immediately on written notice for cause, as defined therein, (iii) on written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR, as defined therein. RMR has the right to terminate the management agreements for good reason, as defined therein.
• Termination Fee. If we terminate one or both of our management agreements with RMR for convenience, or if RMR terminates one or both of our management agreements for good reason, we have agreed to pay RMR a termination fee in an amount equal to the sum of the present values of the monthly future fees, as defined therein, for the terminated management agreement(s) for the term that was remaining prior to such termination, which, depending on the time of termination would be between 19 and 20 years. If we terminate one or both of our management agreements with RMR for a performance reason, we have agreed to pay RMR the termination fee calculated as described above, but assuming a 10 year term was remaining prior to the termination. We are not required to pay any termination fee if we terminate our management agreements with RMR for cause or as a result of a change of control of RMR.
• Transition Services. RMR has agreed to provide certain transition services to us for 120 days following an applicable termination by us or notice of termination by RMR, including cooperating with us and using commercially reasonable efforts to facilitate the orderly transfer of the management and real estate investment services provided under our business management agreement and to facilitate the orderly transfer of the management of the managed properties under our property management agreement, as applicable.
• Vendors . Pursuant to our management agreements with RMR, RMR may from time to time negotiate on our behalf with certain third party vendors and suppliers for the procurement of goods and services to us. As part of this arrangement, we may enter agreements with RMR and other companies to which RMR or its subsidiaries provide management services for the purpose of obtaining more favorable terms from such vendors and suppliers.
• Investment Opportunities . Under our business management agreement with RMR, we acknowledge that RMR may engage in other activities or businesses and act as the manager to any other person or entity (including other REITs) even though such person or entity has investment policies and objectives similar to ours and we are not entitled to preferential treatment in receiving information, recommendations and other services from RMR.
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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,
2025 2024 2023
Pursuant to business management agreement:
Business management fees General and administrative expenses (1)
$ 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) :
Property management fees Property operating expenses $ 4,816 $ 5,683 $ 5,686
Construction supervision fees Building and improvements (3)
1,063 2,005 3,200
$ 5,879 $ 7,688 $ 8,886
Expense Reimbursement:
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, 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.
(3) Amounts capitalized as building improvements are depreciated over the estimated useful lives of the related capital assets.
In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees.
Management Agreements between our Joint Ventures and RMR. We have two separate joint venture arrangements with third party institutional investors, the Seaport JV and the LSMD JV. RMR provides management services to both of these joint ventures. Our joint ventures are not our consolidated subsidiaries and, as a result, we are not obligated to pay management fees to RMR under our management agreements with RMR for the services it provides regarding the joint ventures.
Note 8. Related Person Transactions
We have relationships and historical and continuing transactions with RMR, RMR Inc., AlerisLife (including Five Star) and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc., an officer and employee of RMR and, until the acquisition of AlerisLife by ABP Trust on March 20, 2023, the chair of the board of directors and a managing director of AlerisLife, and currently the sole director of AlerisLife. Christopher J. Bilotto, our other Managing Trustee and President and Chief Executive Officer 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. Jeffrey C. Leer, the president and chief executive officer of AlerisLife,
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is an executive officer of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Adam D. Portnoy serves as the chair of the board and as a managing trustee of these companies. Other officers of RMR, including Mr. Bilotto, 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. serve as our officers and officers of other companies to which RMR or its subsidiaries provide management services. As of December 31, 2025, ABP Trust and Adam D. Portnoy owned 9.8 % of our outstanding common shares.
AlerisLife. Until March 20, 2023, we were AlerisLife’s largest stockholder, owning approximately 31.9 % of AlerisLife’s outstanding common shares, and ABP Acquisition LLC, or ABP Acquisition, a subsidiary of ABP Trust, together with ABP Trust, owned approximately 6.1 % of AlerisLife’s outstanding common shares. Five Star is an operating division of AlerisLife. 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 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.
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 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 . 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.
Our Manager, RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally; and (2) a property management agreement, which relates to the property level operations of many of our properties, including our medical office and life science properties, and major renovation or repositioning activities at our senior living communities that we may request RMR to manage from time to time. See Note 7 for further information regarding our management agreements with RMR.
Our Joint Ventures . In connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs that were payable by that joint venture. The remaining costs totaled $ 3,965 as of December 31, 2025 and are included in other assets, net, in our consolidated balance sheet. RMR provides management services to each of the Seaport JV and the LSMD JV. See Note 7 for further information regarding those management agreements with RMR.
Leases with RMR . We lease office space to RMR in certain of our properties for RMR's property management offices. We recognized rental income from RMR for leased office space of $ 423 , $ 460 and $ 196 for the years ended December 31, 2025, 2024 and 2023, respectively. Our office space leases with RMR are terminable by RMR if our management agreements with RMR are terminated.
Share Awards to RMR Employees. As described in Note 5, we award shares to our officers and other employees of RMR annually. Generally, one fifth of these awards vest on the award date and one fifth vests on each of the next four anniversaries of the award dates. In certain instances, we may accelerate the vesting of an award, such as in connection with the award holder's retirement as an officer of us or an officer or employee of RMR. These awards to RMR employees are in addition to the share awards to our Managing Trustees, as Trustee compensation, and the fees we paid to RMR. See Note 5 for
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information regarding our share awards and activity as well as certain share purchases we made in connection with share award recipients satisfying tax withholding obligation on vesting share awards.
Note 9. Indebtedness
At December 31, 2025 and 2024, our outstanding indebtedness consisted of the following:
Senior Unsecured Notes:
Principal Balance as of
December 31,
Coupon Rate Maturity 2025 2024
Senior unsecured notes (1)
9.750 % June 2025 $ — $ 380,000
Senior unsecured notes 4.750 % February 2028 500,000 500,000
Senior unsecured notes (1)
4.375 % March 2031 500,000 500,000
Senior unsecured notes 5.625 % August 2042 350,000 350,000
Senior unsecured notes 6.250 % February 2046 250,000 250,000
Total 1,600,000 1,980,000
Unamortized discount ( 1,796 ) ( 2,639 )
Unamortized debt issuance costs ( 17,478 ) ( 20,042 )
Senior unsecured notes, net $ 1,580,726 $ 1,957,319
(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:
Number of
Properties Securing Principal Balance as of
December 31, (1)
Net Book Value of Collateral
as of December 31,
At December 31, 2025 At December 31, 2024 2025
2024
Interest
Rate Maturity 2025
2024
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 (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
Unamortized discount (2)
— ( 101,035 )
Unamortized debt issuance costs (8)
( 24,018 ) ( 15,716 )
Total secured and other debt, net $ 820,098 $ 953,585
(1) The principal balances are the amounts stated in the contracts. In accordance with GAAP, our carrying values and recorded interest expense may be different because of market conditions at the time we assumed certain of these debts.
(2) These notes 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. These notes were redeemed in full in December 2025.
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(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.
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).
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The table below represents our indebtedness repayments, excluding scheduled payments on amortizing debt, for the years ended December 31, 2025, 2024 and 2023:
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
Date
Repayments during the year ended December 31, 2025:
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:
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:
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.
In December 2023, we issued $ 940,534 in aggregate principal amount at maturity of our senior secured notes due 2026 in a private offering, raising net proceeds of $ 730,359 , after deducting initial purchaser discounts and estimated offering costs.
In May 2024, we executed a $ 120,000 fixed rate, interest only mortgage loan secured by eight medical office and life science properties. This mortgage loan matures in June 2034 and requires that interest be paid at an annual rate of 6.864 %.
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.
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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. 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 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
2026 $ 1,866
2027 2,273
2028 640,650
2029 1,883
2030 435,151
Thereafter 1,362,293
Total $ 2,444,116
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Note 10. Fair Value of Assets and Liabilities
The following table presents certain of our assets that are measured at fair value at December 31, 2025 and 2024, categorized by the level of inputs as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
As of December 31, 2025
As of December 31, 2024
Description Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
Recurring Fair Value Measurements Assets:
Investment in unconsolidated joint venture (Level 3) (1)
$ 73,471 $ 73,471 $ 81,949 $ 81,949
Investment in unconsolidated joint venture (Level 3) (2)
$ 46,655 $ 46,655 $ 44,910 $ 44,910
Interest rate cap (Level 2) (3)
$ — $ — $ — $ —
Non-Recurring Fair Value Measurements Assets:
Real estate properties held for sale (Level 2) (4)
$ 22,048 $ 22,048 $ — $ —
(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 assumptions made in the fair value analysis are based on the location, type and nature of the property, and current and anticipated market conditions. See Note 3 for further information regarding this joint venture.
(2) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs). The 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, 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.
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 %
10 years
(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 assumptions made in the fair value analysis are based on the location, type and nature of the property, and current and anticipated market conditions. See Note 3 for further information regarding this joint venture.
(2) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3
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inputs). 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:
As of December 31, 2025 As of December 31, 2024
Description Carrying Value (1)
Estimated Fair Value Carrying Value (1)
Estimated Fair Value
Senior unsecured notes, 9.750 % coupon rate, due 2025
$ — $ — $ 379,392 $ 379,970
Senior secured notes, zero coupon rate, due 2026
— — 826,974 885,108
Senior unsecured notes, 4.750 % coupon rate, due 2028
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
495,561 440,000 494,702 368,240
Senior unsecured notes, 5.625 % coupon rate, due 2042
343,683 224,140 343,302 218,260
Senior unsecured notes, 6.250 % coupon rate, due 2046
244,192 175,000 243,905 157,700
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 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 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.
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Note 11. 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 )
Note 12. Segment Reporting
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 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. 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. 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
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results, including net income (loss) and its components, to assess performance, allocate resources and guide strategic decisions. The accounting policies of our reportable segments are the same as those described in Note 2. The tables below present information about our segments.
For the Year Ended December 31, 2025
SHOP
Medical Office and Life Science Portfolio Total
Revenues:
Rental income $ — $ 193,809 $ 193,809
Residents fees and services 1,312,655 — 1,312,655
Total segment revenues 1,312,655 193,809 1,506,464
Reconciliation of revenue:
Other revenue (1)
31,389
Total revenues 1,537,853
Less:
Senior living labor and benefits 663,431 — 663,431
Dietary 83,773 — 83,773
Utilities 74,742 13,127 87,869
Real estate taxes 45,877 22,811 68,688
Insurance 35,071 2,185 37,256
Other operating expenses (2)
270,505 47,556 318,061
Interest expense 18,728 9,096 27,824
Depreciation and amortization 189,985 62,413 252,398
Other segment items (3)
40,543 85,254 125,797
Segment loss ( 110,000 ) ( 48,633 ) ( 158,633 )
Reconciliation of segment loss:
Other income (1)
21,602
General and administrative ( 45,502 )
Acquisition and certain other transaction related costs ( 10,356 )
Gain on sale of properties 99,114
Interest and other income 5,839
Interest expense ( 176,674 )
Loss on modification or early extinguishment of debt ( 42,526 )
Income tax expense ( 1,743 )
Equity in net earnings of an investee 22,993
Net loss $ ( 285,886 )
(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.
(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees and interest and other income, as applicable.
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For the Year Ended December 31, 2024
SHOP Medical Office and Life Science Portfolio Total
Revenues:
Rental income $ — $ 213,320 $ 213,320
Residents fees and services 1,244,389 — 1,244,389
Total segment revenues 1,244,389 213,320 1,457,709
Reconciliation of revenue:
Other revenue (1)
37,718
Total revenues 1,495,427
Less:
Senior living labor and benefits 630,998 — 630,998
Dietary 85,620 — 85,620
Utilities 70,616 13,687 84,303
Real estate taxes 43,624 28,483 72,107
Insurance 41,066 3,000 44,066
Other operating expenses (2)
266,405 52,467 318,872
Interest expense 229 5,743 5,972
Depreciation and amortization 195,638 79,386 275,024
Other segment items (3)
— 97,222 97,222
Segment loss ( 89,807 ) ( 66,668 ) ( 156,475 )
Reconciliation of segment loss:
Other income (1)
27,209
General and administrative ( 26,518 )
Acquisition and certain other transaction related costs ( 2,510 )
Interest and other income 8,950
Interest expense ( 229,267 )
Loss on modification or early extinguishment of debt ( 324 )
Income tax expense ( 467 )
Equity in net earnings of an investee 9,147
Net loss $ ( 370,255 )
(1) Revenue and net income from our triple net leased 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.
(2) Other operating expenses for each reportable segment include expenses such as management fees, repairs and maintenance, cleaning and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees and interest and other income, as applicable.
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For the Year Ended December 31, 2023
SHOP Medical Office and Life Science Portfolio Total
Revenues:
Rental income $ — $ 220,530 $ 220,530
Residents fees and services 1,151,908 — 1,151,908
Total segment revenues 1,151,908 220,530 1,372,438
Reconciliation of revenue:
Other revenue (1)
37,870
Total revenues 1,410,308
Less:
Senior living labor and benefits 603,711 — 603,711
Dietary 78,508 — 78,508
Utilities 69,280 13,918 83,198
Real estate taxes 44,476 29,445 73,921
Insurance 39,572 2,854 42,426
Other operating expenses (2)
239,544 51,747 291,291
Interest expense 551 449 1,000
Depreciation and amortization 175,926 98,205 274,131
Other segment items (3)
( 40 ) 36,095 36,055
Segment loss ( 99,620 ) ( 12,183 ) ( 111,803 )
Reconciliation of segment loss:
Other income (1)
26,822
General and administrative ( 26,131 )
Acquisition and certain other transaction related costs ( 10,853 )
Gains on equity securities, net 8,126
Interest and other income 13,955
Interest expense ( 190,775 )
Loss on modification or early extinguishment of debt ( 2,468 )
Income tax expense ( 445 )
Net loss $ ( 293,572 )
(1) Revenue and net income from our triple net leased 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.
(3) Other segment items for each reportable segment include impairment of assets, gain (loss) on sale of properties, gain (loss) on modification or early extinguishment of debt, equity in net earnings (losses) of investees and interest and other income, as applicable.
As of December 31,
2025 2024 2023
Assets (1)
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
Total assets $ 4,361,250 $ 5,137,005 $ 5,446,136
(1) See Note 3 for further information regarding additions to long-lived assets.
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Note 13. Income Taxes
Our provision for income taxes consists of the following:
For the Year Ended December 31,
2025 2024 2023
Current:
Federal $ 1,147 $ — $ ( 168 )
State 596 467 613
1,743 467 445
Deferred:
Federal — — —
State — — —
— — —
Income tax provision $ 1,743 $ 467 $ 445
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,
2024 2023
Taxes at statutory U.S. federal income tax rate 21.0 % 21.0 %
Nontaxable income ( 21.0 ) % ( 21.0 ) %
Federal excise tax — % 0.1 %
State and local income taxes, net of federal tax benefit ( 0.1 ) % ( 0.2 ) %
Effective tax rate ( 0.1 ) % ( 0.1 ) %
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
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and liabilities were as follows:
For the Year Ended December 31,
2025 2024
Deferred tax assets:
Deferred income $ 3,458 $ 2,388
Fair market value adjustment ( 2,053 ) ( 1,862 )
Other 1,983 1,225
Tax loss carryforwards 110,013 102,940
113,401 104,691
Valuation allowance ( 113,401 ) ( 104,691 )
— —
Net deferred income taxes $ — $ —
Because of our TRSs' history of losses, we are not able to conclude that it is more likely than not we will realize the future benefit of our deferred tax assets; thus we have provided a 100 % valuation allowance as of December 31, 2025 and 2024. If and when we believe it is more likely than not that we will recover our deferred tax assets, we will reverse the valuation allowance as an income tax benefit in our consolidated statements of comprehensive income (loss). As of December 31, 2025, our consolidated TRSs had net operating loss carry forwards for federal income tax purposes of approximately $ 424,755 , which do not expire. As of December 31, 2025, we, excluding our subsidiaries, had net operating loss carry forwards for federal income tax purposes of approximately $ 933,931 , which do not expire. In the normal course of business, income tax authorities in various income tax jurisdictions conduct routine audits of our income tax returns filed in prior years. Income tax years subsequent to 2021 may be open to examination in some of the income tax jurisdictions in which we operate.
Note 14. Weighted Average Common Shares
We calculate basic earnings per common share using the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per share.
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DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
2184 Parkway Lake Drive Birmingham AL $ — $ 580 $ 5,980 $ 3,027 $ — $ — $ 580 $ 9,007 $ 9,587 $ 3,884 8/1/2008 2001
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 (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
49 Hughes Road Madison AL — 334 3,981 1,613 — ( 304 ) 334 5,290 5,624 2,678 11/19/2004 1998
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 (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 (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
672 Jones Road Springdale AR — 572 9,364 2,634 — ( 63 ) 572 11,935 12,507 3,961 5/1/2015 2007
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
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 (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 (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
47071 Bayside Parkway (8)
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 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)
Fresno CA — 738 2,577 4,175 — ( 211 ) 738 6,541 7,279 3,811 12/28/1990 1963
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 (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 (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
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DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
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
110 West Van Buren Street Colorado Springs CO — 245 5,236 5,737 ( 3,031 ) ( 957 ) 245 6,985 7,230 3,865 9/26/1997 1972
3920 East San Miguel Street Colorado Springs CO — 1,380 8,894 4,559 — ( 1,119 ) 1,612 12,102 13,714 4,608 7/31/2012 1977
2050 South Main Street Delta CO — 167 3,570 3,698 — ( 415 ) 167 6,853 7,020 4,069 9/26/1997 1963
2501 Little Bookcliff Drive Grand Junction CO — 204 3,875 4,374 — ( 1,064 ) 207 7,182 7,389 4,587 12/30/1993 1968
2825 Patterson Road Grand Junction CO — 173 2,583 5,156 — ( 842 ) 173 6,897 7,070 4,536 12/30/1993 1978
1599 Ingalls Street Lakewood CO — 232 3,766 9,434 — ( 1,442 ) 232 11,758 11,990 6,687 12/28/1990 1972
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 Thornton CO — 961 10,867 1,203 — — 1,269 11,762 13,031 4,178 12/28/2012 2001
7809 W. 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
4175 Ogletown Stanton Rd Newark DE — 1,500 19,447 3,742 — ( 324 ) 1,563 22,802 24,365 9,846 3/31/2008 1998
1912 Marsh Road Wilmington DE — 4,365 25,739 11,374 — ( 4,180 ) 4,431 32,867 37,298 17,854 1/11/2002 1988
22601 Camino Del Mar Boca Raton FL — 3,200 46,800 17,004 — ( 4,758 ) 3,204 59,042 62,246 19,710 12/15/2011 1990
1325 S Congress Avenue (8)
Boynton Beach FL 6,122 1,620 5,341 2,844 — ( 476 ) 1,628 7,701 9,329 2,880 7/27/2012 1985
1425 Congress Avenue Boynton Beach FL — 2,390 14,768 6,543 — ( 1,649 ) 2,390 19,662 22,052 7,190 8/9/2011 1994
8500 Royal Palm Boulevard Coral Springs FL — 3,410 20,104 39,887 — ( 7,546 ) 3,421 52,434 55,855 24,414 1/11/2002 1984
1208 South Military Trail Deerfield Beach FL — 1,690 14,972 38,783 — ( 7,318 ) 1,777 46,350 48,127 22,013 10/1/2012 1986
3001 DC Country Club Boulevard Deerfield Beach FL — 3,196 18,848 29,648 — ( 5,089 ) 3,222 43,381 46,603 20,315 1/11/2002 1990
12780 Kenwood Lane Fort Myers FL — 369 2,174 5,672 — ( 1,333 ) 859 6,023 6,882 2,852 1/11/2002 1990
2525 First Street Fort Myers FL — 2,385 21,137 49,807 — ( 16,213 ) 2,577 54,539 57,116 21,974 10/1/2012 1984
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 (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 Orlando FL — 977 3,946 1,057 — ( 96 ) 1,052 4,832 5,884 1,559 12/18/2013 2002
1603 S. Hiawassee Road Orlando FL — 488 2,621 606 — ( 81 ) 591 3,043 3,634 1,016 12/18/2013 2003
1825 N. Mills Avenue Orlando FL — 519 1,799 1,057 — ( 117 ) 580 2,678 3,258 918 12/22/2008 1997
1911 N. Mills Avenue Orlando FL — 1,946 7,197 6,369 — ( 538 ) 2,042 12,932 14,974 3,583 12/22/2008 1997
1925 N. Mills Avenue Orlando FL — 135 532 568 — ( 107 ) 199 929 1,128 294 12/22/2008 1997
250 N. 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
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DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
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 (8)
Port Charlotte FL 4,292 400 11,934 5,261 — ( 3,397 ) 440 13,758 14,198 4,639 7/22/2011 1996
1699 S.E. Lyngate Drive Port St. Lucie FL — 1,242 11,009 6,559 — ( 1,433 ) 1,249 16,128 17,377 10,988 10/1/2012 1993
501 N.W. Cashmere Boulevard Port St. Lucie FL — 890 9,345 4,129 — ( 938 ) 1,673 11,753 13,426 4,264 7/22/2011 2007
900 South Harbour Island Blvd. (6)
Tampa FL — 4,850 6,349 11,507 — — 4,850 17,856 22,706 3,720 10/30/2007 1986
111 Executive Center Drive West Palm Beach FL — 2,061 12,153 27,606 — ( 5,506 ) 2,075 34,239 36,314 15,917 1/11/2002 1988
2347 Cedarcrest Road Acworth GA — 1,674 — 93 — — 1,674 93 1,767 13 5/1/2016 2008
1200 Bluegrass Lakes Parkway Alpharetta GA — 1,689 15,936 1,451 — — 1,761 17,315 19,076 4,431 1/29/2015 2001
855 North Point Pkwy (6)
Alpharetta GA — 5,390 26,712 — — — 5,390 26,712 32,102 11,601 8/21/2008 2006
253 N. Main Street Alpharetta GA — 1,325 12,377 2,841 — ( 209 ) 1,221 15,113 16,334 4,513 5/1/2015 1997
1515 Sheridan Road (6)
Atlanta GA — 5,800 9,305 18,503 — — 5,800 27,808 33,608 5,149 11/30/2007 1978
240 Marietta Highway Canton GA — 806 8,555 4,567 — ( 1,157 ) 806 11,965 12,771 3,606 10/1/2013 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 (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 (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 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
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Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
7130 Crimson Ridge Drive Rockford IL — 200 7,300 3,469 — ( 466 ) 1,596 8,907 10,503 3,295 5/1/2011 1999
1220 Lakeview Drive (6)
Romeoville IL — 1,120 19,582 ( 61 ) — — 1,058 19,583 20,641 8,504 8/21/2008 2005
1201 Hartman Lane Shiloh IL — 743 7,232 2,871 — ( 797 ) 1,237 8,812 10,049 2,286 12/8/2016 2003
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 (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 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 (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
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
2501 Friendship Boulevard Kokomo IN — 512 13,009 2,580 — ( 613 ) 512 14,976 15,488 3,459 12/27/2017 1997
603 Saint Joseph Drive Kokomo IN — 220 5,899 1,858 — ( 372 ) 220 7,385 7,605 3,138 9/1/2008 1998
1211 Longwood Drive La Porte IN — 770 5,550 1,976 — ( 401 ) 923 6,972 7,895 3,054 9/1/2008 1998
1590 West Timberview Drive Marion IN — 410 5,409 1,969 — ( 379 ) 410 6,999 7,409 2,888 9/1/2008 2000
1473 East McKay Road Shelbyville IN — 190 5,328 1,739 — ( 363 ) 190 6,704 6,894 2,788 9/1/2008 1999
222 South 25th Street Terra Haute IN — 300 13,115 1,932 — ( 550 ) 300 14,497 14,797 6,135 9/1/2008 2005
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 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
6555 West 75th Street Overland Park KS — 1,274 1,126 17,347 — ( 1,853 ) 1,487 16,407 17,894 8,906 10/25/2002 1985
981 Campbell Lane Bowling Green KY — 365 4,345 2,659 — ( 297 ) 365 6,707 7,072 3,094 11/19/2004 1999
102 Leonardwood Drive Frankfort KY — 560 8,282 4,787 — ( 1,052 ) 579 11,998 12,577 5,361 8/31/2006 1989
4190 Lafayette Road Hopkinsville KY — 316 3,761 1,828 — ( 300 ) 316 5,289 5,605 2,566 11/19/2004 1999
690 Mason Headley Road (7)
Lexington KY 491 — 10,848 19,216 — ( 1,859 ) 42 28,163 28,205 15,439 1/11/2002 1985
700 Mason Headley Road (7)
Lexington KY 122 — 6,394 10,668 — ( 2,081 ) 52 14,929 14,981 7,618 1/11/2002 1980
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
S-4
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
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 (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 (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
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
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
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 (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
2101 Runnymede Lane Charlotte NC — 2,475 11,451 3,747 — ( 1,615 ) 2,458 13,600 16,058 4,867 6/20/2011 1999
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 (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
S-5
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
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 (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 (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 (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)
Omaha NE — 4,680 22,022 — — — 4,680 22,022 26,702 9,564 8/21/2008 2007
3030 South 80th Street Omaha NE — 650 5,850 2,706 — ( 582 ) 650 7,974 8,624 3,776 6/3/2005 1992
1400 Route 70 Lakewood NJ — 4,885 28,803 21,796 — ( 4,486 ) 4,905 46,093 50,998 22,261 1/11/2002 1987
2 Hillside Drive Mt. Arlington NJ — 1,375 11,232 3,054 — ( 773 ) 1,393 13,495 14,888 7,152 12/29/2003 2001
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 (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)
Albuquerque NM — 540 10,105 8 — — 540 10,113 10,653 4,601 10/30/2007 1977
4300 Landau Street NE (6)
Albuquerque NM — 1,060 9,875 8 — — 1,060 9,883 10,943 4,497 10/30/2007 1973
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 (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)
Mineola NY 21,796 4,920 24,056 18,939 — ( 2,353 ) 4,920 40,642 45,562 14,953 9/30/2011 1971
537 Riverdale Avenue Yonkers NY — 8,460 90,561 22,288 — ( 7,479 ) 8,465 105,365 113,830 34,912 8/31/2012 2000
4590 Knightsbridge Boulevard Columbus OH — 3,623 27,778 25,274 — ( 5,240 ) 3,732 47,703 51,435 23,680 1/11/2002 1989
3929 Hoover Road (6)
Grove City OH — 332 3,081 1,015 — — 332 4,096 4,428 3,010 6/4/1993 1965
7555 Innovation Way Mason OH — 1,025 12,883 — — — 1,025 12,883 13,908 2,978 10/6/2016 2015
8709 S.E. 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 (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
600 N. Pottstown Pike Exton PA — 1,001 8,233 4,184 — ( 569 ) 1,001 11,848 12,849 5,790 12/29/2003 2000
242 Baltimore Pike Glen Mills PA — 1,001 8,233 4,605 — ( 382 ) 1,001 12,456 13,457 5,719 12/29/2003 2001
S-6
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
20 Capital Drive Harrisburg PA — 397 9,333 36 — — 397 9,369 9,766 2,559 1/29/2015 2013
210 Mall Boulevard (8)
King of Prussia PA 3,184 1,540 4,743 2,841 — — 1,952 7,172 9,124 3,444 8/8/2008 1970
800 Manor Drive New Britain (Chalfont) PA — 979 8,052 3,727 — ( 695 ) 981 11,082 12,063 5,699 12/29/2003 1998
5750 Centre Avenue (8)
Pittsburgh PA 6,514 3,000 11,828 6,056 — ( 1,093 ) 3,788 16,003 19,791 7,289 6/11/2008 1991
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
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
601 Mathis Ferry Road Mt. Pleasant SC — 1,687 12,612 706 ( 10,794 ) ( 2,021 ) 2,190 — 2,190 — 6/29/2016 1999
937 Bowman Road Mt. Pleasant SC — 3,898 31,613 16,234 — ( 4,842 ) 3,830 43,073 46,903 13,398 7/1/2012 1997 / 1983
9547 Highway 17 North Myrtle Beach SC — 543 3,202 13,085 ( 3,192 ) ( 4,490 ) 333 8,815 9,148 2,735 1/11/2002 1980
2306 Riverbank Drive Orangeburg SC — 303 3,607 2,089 — ( 436 ) 303 5,260 5,563 2,699 11/19/2004 1999
6716 Nolensville Road Brentwood TN — 1,528 6,037 624 — ( 165 ) 1,528 6,496 8,024 2,074 11/30/2012 2010
207 Uffelman Drive Clarksville TN — 320 2,994 2,982 — ( 222 ) 320 5,754 6,074 2,370 12/31/2006 1997
51 Patel Way Clarksville TN — 800 10,322 9,977 — ( 1,409 ) 833 18,857 19,690 6,322 12/19/2012 2005
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 (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
S-7
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
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 (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 (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 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
7150 N. 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
21 Spurs Lane (8)
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 (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 (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 (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
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 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
10800 Nuckols Road (8)
Glen Allen VA 5,846 2,863 11,105 1,975 — — 2,863 13,080 15,943 3,050 3/28/2018 2000
3000 Skipwith Road Richmond VA — 732 8,717 2,501 — ( 798 ) 732 10,420 11,152 5,232 11/19/2004 1999
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
440 McLaws Circle Williamsburg VA — 1,466 17,340 1,195 — ( 1,040 ) 1,466 17,495 18,961 4,315 6/29/2016 1998
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
S-8
Table of Contents
DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Initial Cost to Company Cost at December 31, 2025
Address City State Encumbrances (1)
Land Buildings,
Improvements &
Equipment Cost
Capitalized
Subsequent to
Acquisition Impairment Cost Basis Adjustment (2)
Land Buildings,
Improvements &
Equipment Total (3)
Accumulated
Depreciation (4)
Date
Acquired Original
Construction
Date
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
7707 N. 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
Properties Held for Sale — 8,906 78,845 23,369 ( 47,834 ) ( 16,095 ) 3,122 44,069 47,191 25,140
Grand Total $ 469,116 $ 531,275 $ 4,094,978 $ 1,928,432 $( 132,970 ) $( 425,718 ) $ 545,525 $ 5,450,472 $ 5,995,997 $ 2,115,046
(1) Represents mortgage debts and finance leases.
(2) Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP.
(3) Aggregate cost for federal income tax purposes is approximately $ 6,904,894 .
(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.
(7) These properties are subject to our $ 613 of finance leases .
(8) These properties are collateral for our $ 468,503 of mortgage notes.
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DIVERSIFIED HEALTHCARE TRUST
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2025
(dollars in thousands)
Analysis of the carrying amount of real estate and equipment and accumulated depreciation during the period:
Real Estate and
Equipment Accumulated
Depreciation
Balance as of December 31, 2022 $ 6,692,543 $ 1,828,352
Additions 241,720 264,171
Disposals ( 16,750 ) —
Impairment ( 18,380 ) —
Cost basis adjustment (1)
( 71,608 ) ( 71,608 )
Reclassification of assets held for sale, net ( 9,058 ) ( 72 )
Balance as of December 31, 2023 6,818,467 2,020,843
Additions 186,815 270,802
Disposals ( 74,605 ) ( 24,183 )
Impairment ( 70,734 ) —
Cost basis adjustment (1)
( 57,966 ) ( 57,966 )
Reclassification of assets held for sale, net ( 378,725 ) ( 126,719 )
Balance as of December 31, 2024 6,423,252 2,082,777
Additions 143,359 250,870
Disposals ( 692,360 ) ( 244,457 )
Impairment ( 165,702 ) —
Cost basis adjustment (1)
( 100,756 ) ( 100,756 )
Reclassification of assets held for sale, net 341,013 101,472
Balance as of December 31, 2025 $ 5,948,806 $ 2,089,906
(1) Represents reclassifications between accumulated depreciation and buildings, improvements and equipment made to record certain properties at fair value in accordance with GAAP.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIVERSIFIED HEALTHCARE TRUST
By: /s/ Christopher J. Bilotto
Christopher J. Bilotto
President and Chief Executive Officer
Dated: February 23, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Christopher J. Bilotto Managing Trustee, President and Chief Executive Officer (principal executive officer) February 23, 2026
Christopher J. Bilotto
/s/ Matthew C. Brown Chief Financial Officer and Treasurer
(principal financial and accounting officer) February 23, 2026
Matthew C. Brown
/s/ Alan L. Felder Independent Trustee February 23, 2026
Alan L. Felder
/s/ Phyllis M. Hollis Independent Trustee February 23, 2026
Phyllis M. Hollis
/s/ Lisa Harris Jones Independent Trustee February 23, 2026
Lisa Harris Jones
/s/ Dawn K. Neher Independent Trustee February 23, 2026
Dawn K. Neher
/s/ Adam D. Portnoy Managing Trustee February 23, 2026
Adam D. Portnoy
/s/ Jeffrey P. Somers Independent Trustee February 23, 2026
Jeffrey P. Somers
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