What changed in this filing

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Item 1. Financial Statements

2026-05-04 compared with 2025-11-03 · 229 added, 501 removed, 407 unchanged (64% of the section changed)

3 unchanged sentences

(dollars in thousands, except share data)

September 30, December 31,

March 31, December 31,

Real estate properties:

12 unchanged sentences

Total assets $ 4,267,552 $ 4,361,250

Liabilities and Equity

LIABILITIES AND SHAREHOLDERS' EQUITY

Secured revolving credit facility $ — $ —

7 unchanged sentences

Commitments and contingencies

Shareholders' equity:

Common shares of beneficial interest, $ .01 par value:

2 unchanged sentences

Cumulative net income 1,078,862 1,122,137

Cumulative other comprehensive income (loss) 19 ( 17 )

Cumulative other comprehensive loss ( 93 ) ( 12 )

Cumulative distributions ( 4,083,971 ) ( 4,081,550 )

Total equity 1,688,730 1,958,843

Total liabilities and equity $ 4,683,974 $ 5,137,005

Total shareholders' equity 1,620,419 1,665,568

Total liabilities and shareholders' equity $ 4,267,552 $ 4,361,250

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

2 unchanged sentences

(amounts in thousands, except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Rental income $ 49,246 $ 58,558

7 unchanged sentences

Total expenses 371,201 430,147

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

(Loss) gain on sale of real estate ( 1,207 ) 110,140

Gain on insurance recoveries — 7,522

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

Interest and other income 233 2,099

Interest expense (including net amortization of debt discounts, premiums and issuance costs of $ 2,329 and $ 26,087 , respectively)

1 unchanged sentence

Loss on modification or early extinguishment of debt — ( 29,071 )

Loss before income taxes and equity in net earnings (losses) of investees ( 168,786 ) ( 99,068 ) ( 273,088 ) ( 272,422 )

Loss before income taxes and equity in net earnings of investees ( 42,749 ) ( 10,424 )

Income tax expense ( 622 ) ( 49 )

Equity in net earnings (losses) of investees 5,083 527 9,652 ( 9,882 )

Equity in net earnings of investees 96 1,487

Net loss $ ( 43,275 ) $ ( 8,986 )

Other comprehensive income:

Other comprehensive (loss) income:

Equity in unrealized gains of an investee — 27

Unrealized loss on derivative ( 81 ) ( 6 )

Other comprehensive income 1 34 36 8

Other comprehensive (loss) income ( 81 ) 21

Comprehensive loss $ ( 43,356 ) $ ( 8,965 )

Weighted average common shares outstanding (basic and diluted) 240,689 239,957

Per common share amounts (basic and diluted):

Net loss $ ( 0.68 ) $ ( 0.41 ) $ ( 1.10 ) $ ( 1.18 )

Net loss per common share (basic and diluted) $ ( 0.18 ) $ ( 0.04 )

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

2 unchanged sentences

(dollars in thousands)

Shares Common

Shares Additional

Capital Cumulative

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

Additional Other Total

Number of Common Paid in Cumulative Comprehensive Cumulative Shareholders'

Shares Shares Capital Net Income (Loss) Income Distributions Equity

Balance at December 31, 2025:

5 unchanged sentences

Share repurchases ( 12,393 ) — ( 88 ) — — — ( 88 )

Share forfeitures ( 35,431 ) — ( 13 ) — — — ( 13 )

Balance at March 31, 2026:

242,108,632 $ 2,421 $ 4,623,200 $ 1,078,862 $ ( 93 ) $ ( 4,083,971 ) $ 1,620,419

Net loss — — — ( 91,639 ) — — ( 91,639 )

Other comprehensive income — — — — 14 — 14

Distributions — — — — — ( 2,413 ) ( 2,413 )

Share grants 203,987 2 1,067 — — — 1,069

Share repurchases ( 38,908 ) ( 1 ) ( 102 ) — — — ( 103 )

Share forfeitures ( 12,557 ) — ( 6 ) — — — ( 6 )

Balance at June 30, 2025:

Balance at December 31, 2024:

241,271,703 $ 2,413 $ 4,620,313 $ 1,408,023 $ ( 17 ) $ ( 4,071,889 ) $ 1,958,843

5 unchanged sentences

Share forfeitures ( 35,431 ) — ( 13 ) — — — ( 13 )

Balance at September 30, 2025:

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

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

DIVERSIFIED HEALTHCARE TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)

(dollars in thousands)

Shares Common

Shares Additional

Capital Cumulative

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

Balance at December 31, 2023:

240,423,898 $ 2,405 $ 4,618,470 $ 1,778,278 $ — $ ( 4,062,262 ) $ 2,336,891

Net loss — — — ( 86,259 ) — — ( 86,259 )

Other comprehensive loss — — — — ( 4 ) — ( 4 )

Distributions — — — — — ( 2,404 ) ( 2,404 )

Share grants — — 558 — — — 558

Share repurchases ( 30,176 ) ( 1 ) ( 78 ) — — — ( 79 )

Balance at March 31, 2025:

241,267,819 $ 2,413 $ 4,620,899 $ 1,399,037 $ 4 $ ( 4,074,302 ) $ 1,948,051

Net loss — — — ( 97,861 ) — — ( 97,861 )

Other comprehensive loss — — — — ( 22 ) — ( 22 )

Distributions — — — — — ( 2,404 ) ( 2,404 )

Share grants 259,259 3 937 — — — 940

Share repurchases ( 17,511 ) ( 1 ) ( 41 ) — — — ( 42 )

Share forfeitures ( 16,000 ) — — — — — —

Balance at June 30, 2024:

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

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

Other comprehensive income — — — — 34 — 34

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

Share grants 881,767 9 923 — — — 932

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

Balance at September 30, 2024:

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

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

2 unchanged sentences

(dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 43,275 ) $ ( 8,986 )

Adjustments to reconcile net loss to cash provided by operating activities:

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

Depreciation and amortization 62,914 68,325

5 unchanged sentences

Impairment of assets — 38,472

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

Loss (gain) on sale of real estate 1,207 ( 110,140 )

Gain on insurance recoveries — ( 7,522 )

1 unchanged sentence

Unconsolidated joint venture distributions 600 —

Equity in net (earnings) losses of investees ( 9,652 ) 9,882

Equity in net earnings of investees ( 96 ) ( 1,487 )

Change in assets and liabilities:

3 unchanged sentences

Other liabilities ( 29,530 ) ( 5,521 )

Net cash provided by operating activities 492 94,028

Net cash provided by (used in) operating activities 8,342 ( 3,243 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate improvements ( 35,166 ) ( 39,650 )

Proceeds from sale of properties, net 349,382 27,845

Investment in AlerisLife Inc.

Proceeds from sale of real estate, net 21,693 318,235

Equity method investment distributions 27,200 17,000

2 unchanged sentences

Purchase of interest rate cap ( 147 ) —

Net cash provided by (used in) investing activities 276,154 ( 120,882 )

Net cash provided by investing activities 13,580 291,093

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Proceeds from mortgage notes payable — 140,000

Redemption of senior secured notes — ( 238,555 )

Redemption of senior unsecured notes ( 380,000 ) ( 60,000 )

Repayment of other debt ( 1,187 ) ( 840 )

3 unchanged sentences

Distributions to shareholders ( 2,421 ) ( 2,413 )

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

Net cash used in financing activities ( 3,869 ) ( 131,049 )

Increase in cash and cash equivalents and restricted cash 18,053 156,801

1 unchanged sentence

Cash and cash equivalents and restricted cash at end of period $ 139,852 $ 306,655

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

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

(dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

SUPPLEMENTAL CASH FLOW INFORMATION:

4 unchanged sentences

Real estate improvements accrued, not paid $ 5,915 $ 14,383

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

(1) Includes $ 34,700 of accreted interest paid during the three months ended March 31, 2025 on our then outstanding senior secured notes due 2026.

Supplemental disclosure of cash and cash equivalents and restricted cash:

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within our condensed consolidated balance sheets to the amount shown in our condensed consolidated statements of cash flows:

As of September 30,

As of March 31,

Cash and cash equivalents $ 121,774 $ 302,577

Restricted cash (1)

Total cash and cash equivalents and restricted cash shown in our condensed consolidated statements of cash flows $ 209,623 $ 261,400

Total cash and cash equivalents and restricted cash $ 139,852 $ 306,655

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

18 unchanged sentences

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.

2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements.

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

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

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

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No.

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

5 unchanged sentences

Real Estate and Other Investments

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

As of March 31, 2026, we owned 285 properties located in 33 states and Washington, D.C., and we owned an equity interest in each of two unconsolidated joint ventures that own medical office and life science properties located in five states.

Acquisitions:

In April 2026, we acquired two land parcels located in Lexington, Kentucky previously subject to our finance leases pursuant to our exercise of a purchase option for an aggregate purchase price of $ 14,500 , excluding closing costs.

Dispositions:

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

The table below represents the sale prices, excluding closing costs, of our dispositions for the three months ended March 31, 2026.

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

As a result, the results of

As a result, the results of operations

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

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

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

January 2025 Delaware Senior Living (SHOP) 1 $ 2,900 $ 1,263

January 2025 California Life Science (1)

3 159,025 9,723

February 2025 Arizona Life Science 1 16,800 65

February 2025 Various Senior Living (1)

18 135,000 97,560

March 2025 Connecticut Medical Office (1)

1 7,100 1,529

May 2025 Tennessee Senior Living (SHOP) 1 11,150 ( 5,261 )

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

July 2025 Wisconsin Medical Office 1 500 ( 34 )

July 2025 Montana Medical Office 1 4,300 31

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

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

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

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

32 $ 353,675 $ 103,971

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

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

Segment Number of Properties Real Estate Properties, Net

SHOP 29 $ 94,778

Medical Office and Life Science 21 139,609

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

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

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

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

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.

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

Number of Number of

Date of Sale State Type of Property Properties Units Sales Price Loss on Sale

March 2026 Various Senior Living (SHOP) 13 669 $ 23,000 $ ( 1,207 )

We regularly evaluate our assets for indicators of impairment.

2 unchanged sentences

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

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

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

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

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

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

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

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.

We did not record any impairment charges on our properties during the three months ended March 31, 2026.

Investments and Capital Expenditures:

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

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

2025 2024 2025 2024

Three Months Ended March 31,

SHOP fixed assets and capital improvements $ 14,193 $ 21,115

1 unchanged sentence

Lease related costs (1)

4,961 3,504 12,336 15,942

Building improvements (2)

2,295 1,359 5,337 4,130

Recurring capital expenditures - Medical Office and Life Science Portfolio 7,256 4,863 17,673 20,072

Wellness centers lease related costs (1)

— 5,488 — 17,002

Subtotal Medical Office and Life Science Portfolio 4,535 5,371

Total recurring capital expenditures $ 18,728 $ 26,486

2 unchanged sentences

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

175 537 175 2,362

Total development, redevelopment and other activities $ 3,102 $ 5,568

2 unchanged sentences

Medical Office and Life Science Portfolio 4,656 5,371

All Other - wellness centers

— 5,488 — 17,002

Total capital expenditures $ 21,830 $ 32,054

2 unchanged sentences

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

Equity Method Investments in Unconsolidated Joint Ventures:

We own a 10 % equity interest in Seaport Innovation LLC, or the Seaport JV, an unconsolidated joint venture that owns one life science property located in Boston, Massachusetts totaling 1,134,479 square feet.

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

Equity Method Investments in Unconsolidated Joint Ventures:

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

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

Number of Properties State Square Feet

Seaport Innovation LLC 10 % $ 67,060 1 MA 1,134,479

The LSMD Fund REIT LLC 20 % 45,709 10 CA, MA, NY, TX, WA 1,068,763

$ 112,769 11 2,203,242

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

Joint Venture Coupon Rate Maturity Date Principal Balance (1)

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)

6.14 % 2/9/2026 266,825

5.40 % $ 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 has one remaining one-year extension option for the maturity date of this mortgage loan, subject to satisfaction of certain conditions, and this mortgage loan requires that interest be paid at an annual rate of the one-month term secured overnight financing rate, or SOFR, plus a premium of 1.90 %.

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

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

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

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

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

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

We own a 20 % equity interest in The LSMD Fund REIT LLC, or the LSMD JV, an unconsolidated joint venture that owns 10 medical office and life science properties located in five states totaling 1,068,763 square feet.

We account for the unconsolidated joint ventures using the equity method of accounting under the fair value option.

We recognized changes in the fair value of our investments in the unconsolidated joint ventures of $ 96 and $ 1,138 during the three months ended March 31, 2026 and 2025, respectively.

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

See Note 7 for further information regarding the valuation of our investment in these joint ventures.

Equity Method Investment in AlerisLife:

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

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

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

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

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

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

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

These amounts are included in equity

As of March 31, 2026, we owned approximately 34 % of the outstanding common shares of AlerisLife Inc., or AlerisLife.

We did not control the activities that were most significant to AlerisLife and, as a result, we accounted 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 business.

As of March 31, 2026 and December 31, 2025, our investment in AlerisLife had a carrying value of $ 0 and $ 27,200 , 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 , thereby reducing the carrying value of our investment in AlerisLife to $ 0 as of March 31, 2026.

We recognized no income or loss from our former equity method investment in AlerisLife for the three months ended March 31, 2026.

We recognized income of $ 349 for the three months ended March 31, 2025, included in equity in net earnings of investees in our condensed consolidated statements of comprehensive income (loss).

See Note 11 for more information regarding our former equity method investment in AlerisLife.

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 senior living communities previously managed by Five Star to these managers.

In December 2025, we and Five Star terminated our amended and restated master management agreement, or the Master Management Agreement, as part of the wind-down of AlerisLife’s business.

We lease to our taxable REIT subsidiaries, or TRSs, nearly all of our senior living communities managed by third party managers.

We incurred management fees payable to Five Star of $ 0 and $ 11,234 for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026 and 2025, $ 0 and $ 10,639 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 0 and $ 595 , respectively, were capitalized in our condensed consolidated balance sheets.

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

Our Senior Living Communities Managers.

As of March 31, 2026 and 2025, respectively, our managers managed 199 and 231 of our senior living communities, including closed communities.

We incurred management fees payable to our managers, other than Five Star, of $ 18,141 and $ 6,334 for the three months ended March 31, 2026 and 2025, respectively.

Additionally, we incurred incentive management fees payable to certain of our operators of $ 0 and $ 351 for the three months ended March 31, 2026 and 2025, respectively.

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

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

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

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

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.

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

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

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

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

The following table presents residents fees and services revenue from all of our managed senior living communities disaggregated by the type of contract and payer:

Three Months Ended March 31,

Basic housing and support services $ 278,687 $ 252,772

Private pay and other third party payer skilled nursing facility services

20,415 48,254

Medicare and Medicaid programs 18,123 27,280

Total residents fees and services $ 317,225 $ 328,306

The following table provides a summary of our managers that manage a large concentration of our senior living communities as of March 31, 2026:

Number of Real Estate

Communities Properties

Sinceri Senior Living 38 30.7 %

Discovery Senior Living 44 23.8 %

Tutera Senior Living 18 8.9 %

Phoenix Senior Living 26 7.1 %

Charter Senior Living 30 7.0 %

Remaining (1)

Total 199 100.0 %

(1) Includes closed senior living communities, if any.

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

4 unchanged sentences

Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term.

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

Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 62,056 and $ 69,814 of straight line rent receivables at September 30, 2025 and December 31, 2024, respectively, and are included in other assets, net in our condensed consolidated balance sheets.

We increased rental income to record revenue on a straight line basis by $ 57 and $ 455 for the three months ended March 31, 2026 and 2025, respectively.

Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 62,220 and $ 62,163 of straight line rent receivables at March 31, 2026 and December 31, 2025, respectively, and are included in other assets, net in our condensed consolidated balance sheets.

We do not include in our measurement of our lease receivables certain variable payments, including changes in the index or market based indices after the inception of the lease, certain tenant reimbursements and other income until the specific events that trigger the variable payments have occurred.

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

Such payments totaled $ 9,512 and $ 10,838 for the three months ended March 31, 2026 and 2025, respectively, of which tenant reimbursements totaled $ 9,473 and $ 10,423 , respectively.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

The values of the right of use assets and related liabilities representing our future obligation under the respective lease arrangements for which we are the lessee were $ 15,636 and $ 16,016 , respectively, as of March 31, 2026, and $ 16,537 and $ 16,921 , respectively, as of December 31, 2025.

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

1 unchanged sentence

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 condensed consolidated balance sheets.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

At March 31, 2026 and December 31, 2025, our outstanding indebtedness consisted of the following:

Senior Unsecured Notes:

Principal Balance as of

Coupon Rate Maturity September 30, 2025 December 31, 2024

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

March 31, 2026 December 31, 2025 Coupon Rate Maturity

Senior unsecured notes $ 500,000 $ 500,000 4.750 % February 2028

10 unchanged sentences

Secured and Other Debt:

Properties Securing at

Principal Balance as of (1)

Net Book Value of Collateral as of

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

Rate Maturity September 30, 2025 December 31, 2024

Secured revolving credit facility

14 — $ — $ — 6.84 % June 2029 $ 327,475 $ —

Senior secured notes (2)(3)

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

Net Book Value

Number of Principal Balance as of (1)

of Collateral as of

Properties March 31, December 31, Interest March 31, December 31,

Secured by 2026 2025 Rate Maturity 2026 2025

Secured revolving credit facility 14 $ — $ — 6.28 % June 2029 $ 322,747 $ 326,565

Senior secured notes (2)

9 unchanged sentences

Mortgage note 1 5,392 5,847 6.44 % July 2043 12,770 12,893

Finance Leases 2 2 1,056 2,338 7.70 % April 2026 20,546 21,606

Finance Leases (6)

2 155 613 7.70 % April 2026 19,646 20,128

Total 88 842,929 844,116 $ 1,391,051 $ 1,406,755

Unamortized discount ( 10,398 ) ( 101,035 )

Unamortized debt issuance costs (7)

3 unchanged sentences

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

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

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

than the 2026 Collateral Guarantors and certain excluded subsidiaries.

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

The unsecured guarantees related to these notes are effectively subordinated to all of the subsidiary guarantors' secured indebtedness to the extent of the value of the applicable collateral, and the notes and related guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.

(3) We have a one-time option to extend the maturity date of these senior secured notes by one year , to January 15, 2027, subject to satisfaction of certain conditions and payment of an extension fee.

If we exercise this option, interest payments will be due semiannually during the extension period at an initial interest rate of 11.25 % with increases of 50 basis points every 90 days these senior secured notes remain outstanding.

(2) 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.

1 unchanged sentence

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

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.

(3) This mortgage loan requires that interest be paid at an annual rate of one-month term secured overnight financing rate, or 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 effective through March 2027 with a one-month term SOFR strike rate equal to 4.50 % pursuant to the terms of the applicable loan agreement.

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

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

(6) In April 2026, we acquired the land parcels at two senior living communities previously subject to our finance leases pursuant to our exercise of a purchase option for an aggregate purchase price of $ 14,500 , excluding closing costs.

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

As of September 30, 2025, all $ 500,000 of our 4.375 % senior notes due 2031 were fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries except certain excluded subsidiaries.

As of March 31, 2026, all $ 500,000 of our 4.375 % senior notes due 2031 were fully and unconditionally guaranteed, on a joint, several and unsecured basis, by all of our subsidiaries except certain excluded subsidiaries.

The notes and related guarantees are effectively subordinated to all of our and the subsidiary guarantors' secured indebtedness, respectively, to the extent of the value of the applicable collateral, and the notes and related guarantees are structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes.

Our remaining $ 1,100,000 of senior unsecured notes do not have the benefit of any guarantees as of September 30, 2025.

No cash interest is due on these notes prior to maturity.

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

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

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

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

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

Repayments during the nine months ended September 30, 2025:

March 2025 (1)

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 (2)

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

Total $ 986,164 $ 40,388

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our remaining $ 1,100,000 of senior unsecured notes do not have the benefit of any guarantees as of March 31, 2026.

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

2 unchanged sentences

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.

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

These notes require semi-annual interest payments through maturity.

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

As a result of

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

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 September 30, 2025.

Interest payable on borrowings under our revolving credit facility is based on daily 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 March 31, 2026.

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

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

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

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

As of March 31, 2026, the annual interest rate payable on borrowings under our revolving credit facility was 6.28 %.

As of March 31, 2026 and April 30, 2026, we had no borrowings under our revolving credit facility and $ 150,000 available for borrowings.

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

however, no principal repayments are due until maturity.

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

Our mortgage 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.

Payments under our finance leases were due monthly.

We included 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.

1 unchanged sentence

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 September 30, 2025.

We believe we were in compliance with the terms and conditions of our debt agreements as of March 31, 2026.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Required principal payments due in the next five years and thereafter, excluding extension options, on all of our outstanding debt as of March 31, 2026, were as follows:

Principal Payment

Thereafter 1,361,956

Total $ 2,442,929

Fair Value of Assets and Liabilities

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

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

Description Carrying Value Carrying Value

Recurring Fair Value Measurements Assets:

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

The table below presents certain of our assets that are measured on a recurring basis at fair value as of March 31, 2026 and December 31, 2025, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset:

Quoted Prices in Significant Other Significant

Active Markets for Observable Unobservable

Identical Assets Inputs Inputs

Total (Level 1) (Level 2) (Level 3)

As of March 31, 2026

Interest rate cap (1)

$ 52 $ — $ 52 $ —

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

Investment in Seaport JV (2)

$ 73,217 $ — $ — $ 73,217

Interest rate cap (Level 2) (3)

Non-Recurring Fair Value Measurements Assets:

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

Investment in LSMD JV (2)

$ 46,405 $ — $ — $ 46,405

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

The significant unobservable inputs used in the fair value analysis are a discount rate of 7.00 %, an exit capitalization rate of 6.00 %, a holding period of 10 years and market rents.

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

See Note 3 for further information regarding this joint venture.

(2) The 20 % equity interest we own in the LSMD JV is included in investments in unconsolidated joint ventures in our condensed consolidated balance sheet, and is reported at fair value, which is based on significant unobservable inputs (Level 3 inputs).

The significant unobservable inputs used in the fair value analysis are discount rates of between 6.25 % and 8.75 %, exit capitalization rates of between 5.25 % and 8.00 %, holding periods of 10 years and market rents.

As of December 31, 2025

Interest rate cap (1)

$ — $ — $ — $ —

Investment in Seaport JV (2)

$ 73,471 $ — $ — $ 73,471

Investment in LSMD JV (2)

$ 46,655 $ — $ — $ 46,655

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

(2) 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 condensed consolidated balance sheets that are measured at fair value on a non-recurring basis.

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

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

The discount rates, exit capitalization rates and holding periods used to determine the fair value of our investments in the unconsolidated joint ventures' significant unobservable inputs are shown in the table below:

Valuation Discount Capitalization Holding

Technique Rates Rates Periods

As of March 31, 2026

Investment in Seaport JV Discounted cash flow 7.00 %

Investment in LSMD JV Discounted cash flow 6.25 % - 8.75 %

5.25 % - 8.00 %

As of December 31, 2025

Investment in Seaport JV Discounted cash flow 7.00 %

Investment in LSMD JV Discounted cash flow 6.25 % - 8.75 %

5.25 % - 8.00 %

10 - 12 years

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

charges of $ 35,912 to reduce the carrying value of 24 senior living communities classified as held for sale to their estimated sales price, less estimated costs to sell, of $ 47,634 under agreements or letters of intent to sell that we have entered into with third parties.

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

In addition to the assets described in the table above, our financial instruments at September 30, 2025 and December 31, 2024 included cash and cash equivalents, restricted cash, certain other assets, our revolving credit facility, senior unsecured notes, senior secured notes, secured debt and finance leases and certain other unsecured obligations and liabilities.

The table below presents a summary of the changes in fair value for our investments in the unconsolidated joint ventures:

Three Months Ended March 31,

Beginning balance $ 120,126 $ 126,859

Equity in earnings of unconsolidated joint ventures 96 1,138

Contributions to unconsolidated joint ventures

Distributions from unconsolidated joint ventures ( 600 ) —

Ending balance $ 119,622 $ 133,797

In addition to the assets described in the tables above, our financial instruments at March 31, 2026 and December 31, 2025 included cash and cash equivalents, restricted cash, certain other assets, our revolving credit facility, senior unsecured notes, senior secured notes, secured debt and finance leases and certain other unsecured obligations and liabilities.

The fair values of these financial instruments approximated their carrying values in our condensed consolidated financial statements as of such dates, except as follows:

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

Description Carrying Value (1)

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

322,734 330,692 826,974 885,108

As of March 31, 2026 As of December 31, 2025

Carrying Estimated Carrying Estimated

Fair Value Value (1)

Senior unsecured notes, 4.750 % coupon rate, due 2028

9 unchanged sentences

Secured debt and finance leases 454,633 480,922 455,093 484,932

$ 2,723,365 $ 2,492,121 $ 2,910,904 $ 2,564,449

Total $ 2,401,576 $ 2,181,678 $ 2,400,824 $ 2,190,141

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

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

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

We estimated the fair values of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, as of March 31, 2026 and December 31, 2025 (Level 1 inputs as defined in the fair value hierarchy under GAAP).

We estimated the fair values of our two issuances of senior unsecured notes due 2028 and 2031 and our issuance of senior secured notes 2030 using an average of the bid and ask price on Nasdaq on or about March 31, 2026 and December 31, 2025 (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).

1 unchanged sentence

Shareholders' Equity

Common Share Awards:

On March 20, 2025, in accordance with our Trustee compensation arrangements, we awarded 33,582 of our common shares in connection with the election of one of our Trustees, valued at $ 2.68 per share, the closing price of our common shares on Nasdaq on that day .

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

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

Common Share Purchases:

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

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

During the three months ended March 31, 2026, we purchased an aggregate of 12,393 of our common shares, valued at a share price of $ 7.15 , from certain former employees of The RMR Group LLC, or RMR, in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares.

We withheld and purchased these common shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.

DIVERSIFIED HEALTHCARE TRUST

2 unchanged sentences

Distributions:

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

During the three months ended March 31, 2026, we declared and paid a quarterly distribution to common shareholders as follows:

Declaration Date Record Date Payment Date Distribution Per Share Total Distributions

January 15, 2026 January 26, 2026 February 19, 2026 $ 0.01 $ 2,421

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

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

$ 0.03 $ 7,240

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

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

On April 9, 2026, we declared a quarterly distribution to common shareholders of record on April 21, 2026 of $ 0.01 per share, or approximately $ 2,421 .

We expect to pay this distribution on or about May 14, 2026 using cash on hand.

Segment Reporting

7 unchanged sentences

For further information regarding the accounting policies of our reportable segments, see Note 2 to our consolidated financial statements included in Part IV, Item 15 of our Annual Report.

The tables below present information about our segments.

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

For the Three Months Ended September 30, 2025

Medical Office and Life Science Portfolio Total

Rental income $ — $ 48,201 $ 48,201

Residents fees and services 333,390 — 333,390

Total segment revenues 333,390 48,201 381,591

Reconciliation of revenue:

Other revenue (1)

Total revenues 388,706

Senior living labor and benefits 172,422 — 172,422

Dietary 21,362 — 21,362

Utilities 19,839 3,990 23,829

Real estate taxes 10,944 5,723 16,667

Insurance 9,385 739 10,124

Other operating expenses (2)

69,818 11,074 80,892

Interest expense 6,943 2,290 9,233

Depreciation and amortization 47,113 15,840 62,953

Other segment items (3)

36,130 55,538 91,668

Segment loss ( 60,566 ) ( 46,993 ) ( 107,559 )

Reconciliation of segment loss:

Other income (1)

General and administrative ( 12,789 )

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

Gain on sale of properties 1,554

Interest income and other expenses ( 774 )

Interest expense ( 39,653 )

Loss on modification or early extinguishment of debt ( 11,191 )

Income tax expense ( 337 )

Equity in net earnings of an investee 3,214

Net loss $ ( 164,040 )

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

For the Nine Months Ended September 30, 2025

Medical Office and Life Science Portfolio Total

The tables below present information about our segments:

Three Months Ended Three Months Ended

March 31, 2026 March 31, 2025

Medical Office Medical Office

Life Science Life Science

Portfolio Total SHOP Portfolio Total

Rental income $ — $ 41,895 $ 41,895 $ — $ 49,763 $ 49,763

15 unchanged sentences

1,260 ( 150 ) 1,110 ( 8,786 ) 26,018 17,232

Segment loss ( 102,068 ) ( 71,013 ) ( 173,081 )

Reconciliation of segment loss:

Segment (loss) income ( 11,056 ) 9,464 ( 1,592 ) ( 3,087 ) ( 18,736 ) ( 21,823 )

Reconciliation of segment (loss) income:

Other income (1)

1 unchanged sentence

Acquisition and certain other transaction related costs ( 3,693 ) ( 24 )

Gain on sale of properties 99,114

Interest income and other expenses 4,307

Gain on sale of real estate — 97,560

Interest and other income 233 2,099

Interest expense ( 28,257 ) ( 55,512 )

5 unchanged sentences

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

For the Three Months Ended September 30, 2024

SHOP Medical Office and Life Science Portfolio Total

Rental income $ — $ 52,901 $ 52,901

Residents fees and services 312,005 — 312,005

Total segment revenues 312,005 52,901 364,906

Reconciliation of revenue:

Other revenue (1)

Total revenues 373,640

Senior living labor and benefits 157,756 — 157,756

Dietary 21,786 — 21,786

Utilities 18,917 4,240 23,157

Real estate taxes 8,851 6,767 15,618

Insurance 10,899 1,040 11,939

Other operating expenses (2)

66,363 13,027 79,390

Interest expense 54 2,319 2,373

Depreciation and amortization 47,343 18,773 66,116

Other segment items (3)

— 21,213 21,213

Segment loss ( 19,964 ) ( 14,478 ) ( 34,442 )

Reconciliation of segment loss:

Other income (1)

General and administrative ( 13,933 )

Acquisition and certain other transaction related costs ( 331 )

Interest income and other expenses 2,575

Interest expense ( 57,070 )

Income tax expense ( 148 )

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

Net loss $ ( 98,689 )

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

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

For the Nine Months Ended September 30, 2024

SHOP Medical Office and Life Science Portfolio Total

Rental income $ — $ 161,605 $ 161,605

Residents fees and services 928,653 — 928,653

Total segment revenues 928,653 161,605 1,090,258

Reconciliation of revenue:

Other revenue (1)

Total revenues 1,115,808

Senior living labor and benefits 470,363 — 470,363

Dietary 63,282 — 63,282

Utilities 53,726 10,639 64,365

Real estate taxes 31,983 21,006 52,989

Insurance 33,446 2,820 36,266

Other operating expenses (2)

194,726 38,788 233,514

Interest expense 183 3,435 3,618

Depreciation and amortization 141,176 58,488 199,664

Other segment items (3)

— 78,867 78,867

Segment loss ( 60,232 ) ( 52,438 ) ( 112,670 )

Reconciliation of segment loss:

Other income (1)

General and administrative ( 27,763 )

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

Interest income and other expenses 7,215

Interest expense ( 172,103 )

Loss on modification or early extinguishment of debt ( 209 )

Income tax expense ( 505 )

Equity in net earnings of an investee 8,291

Net loss $ ( 282,809 )

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

March 31, 2026 December 31, 2025

SHOP $ 2,774,342 $ 2,867,025

3 unchanged sentences

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Senior Living Community Management Agreements

Our managed senior living communities are operated by third parties pursuant to management agreements.

Five Star Senior Living, or Five Star, which is an operating division of AlerisLife, manages many of our SHOP communities.

Five Star manages these communities for us pursuant to a master management agreement.

AlerisLife guarantees the payment and performance of each of its applicable subsidiary's obligations under the applicable management agreements.

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

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

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

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

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

Our Senior Living Communities Managed by Five Star.

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

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

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

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

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

Our Senior Living Communities Managed by Other Third Party Managers.

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

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

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

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

The following table presents residents fees and services revenue from all of our managed senior living communities disaggregated by the type of contract and payer:

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

Revenue from contracts with customers:

2025 2024 2025 2024

Basic housing and support services $ 259,126 $ 242,787 $ 768,012 $ 727,558

Medicare and Medicaid programs 26,726 25,619 80,233 73,951

Private pay and other third party payer SNF services 47,538 43,599 140,996 127,144

Total residents fees and services $ 333,390 $ 312,005 $ 989,241 $ 928,653

Business and Property Management Agreements with RMR

5 unchanged sentences

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Business Management Agreements with RMR.

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

Pursuant to our business management agreement and in accordance with GAAP, we accrued estimated incentive management fees during the three months ended March 31, 2026 and 2025.

The actual amount of incentive management fees incurred for 2026, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2026, and will be payable to RMR in January 2027.

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

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.

Expense Reimbursement.

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

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

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

For the three months ended March 31, 2026 and 2025, the business management fees, incentive management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:

Three Months Ended March 31,

Financial Statement Line Item 2026 2025

7 unchanged sentences

Construction supervision fees Building and improvements (3)

341 429 775 1,069

Total $ 1,339 $ 1,490

Expense Reimbursement:

Other expenses General and administrative expenses $ 44 $ 50

Property level expenses Property operating expenses 2,317 3,741

Other reimbursed expenses General and administrative expenses 50 82 150 246

Total $ 2,361 $ 3,791

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

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

(1) The net business management fees we recognized for the three months ended March 31, 2026 and 2025 reflect a reduction of $ 744 for each of those periods for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc., as further described in Note 11.

(2) The net property management and construction supervision fees we recognized for the three months ended March 31, 2026 and 2025 reflect a reduction of $ 199 for each of those periods for the amortization of the liability we recorded in connection with our former investment in RMR Inc., as further described in Note 11.

(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.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Management Agreements between our Joint Ventures and RMR.

5 unchanged sentences

RMR is a majority owned subsidiary of RMR Inc.

The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the 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 the sole director of AlerisLife.

Christopher Bilotto, our other Managing Trustee and President and Chief Executive Officer, and Matthew Brown, our Chief Financial Officer and Treasurer, are also officers and employees of RMR.

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

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

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 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.

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

Portnoy serves as the chair of the board and as a managing trustee of these companies.

Other officers of RMR, including Ms.

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

Other officers of RMR, including Mr.

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

In addition, officers of RMR and RMR Inc.

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

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

As of March 31, 2026, ABP Trust and Adam D.

Portnoy owned 9.8 % of our outstanding common shares.

On February 16, 2024, we exercised our purchase right in connection with ABP Trust's acquisition of AlerisLife in March 2023 and acquired, together with our applicable TRS, approximately 34.0 % of the then outstanding AlerisLife common shares from ABP Trust, for a total purchase price of $ 15,459 , including transaction related costs, and we, our applicable TRS, ABP Trust and AlerisLife entered into a stockholders agreement.

Following this acquisition, ABP Trust owns the remaining approximate 66.0 % of AlerisLife.

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 .

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 .

See Note 9 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star).

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

As of March 31, 2026, we owned approximately 34 % of the outstanding AlerisLife common shares and ABP Trust owned the approximate remaining 66 % of AlerisLife.

As of December 31, 2025, we completed the transition of the management agreements for all of the senior living communities previously managed by Five Star to third party managers and terminated the Master Management Agreement with Five Star.

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

See Note 4 for further information regarding our relationships, agreements and transactions with AlerisLife (including Five Star) and Note 3 for further information regarding our investment in AlerisLife.

Our Joint Ventures.

In connection with our entering into the LSMD JV in January 2022, we paid mortgage escrow amounts and closing costs that were payable by that joint venture.

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

The remaining costs totaled $ 3,965 as of March 31, 2026 and are included in other assets, net, in our condensed consolidated balance sheet.

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

5 unchanged sentences

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

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

We recognized rental income from RMR for leased office space of $ 108 and $ 107 for the three months ended March 31, 2026 and 2025, respectively.

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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 %.

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 senior living communities with interest payable at a rate equal to one-month term 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.

1 unchanged sentence

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.

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

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

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

The following table summarizes the terms of our outstanding interest rate cap agreement as of March 31, 2026 and December 31, 2025:

Sheet Underlying Maturity Strike Notional Fair Value as of

Line Item Instrument Date Rate Amount March 31, 2026 December 31, 2025

Other assets, net Floating rate mortgage loan

3/31/2028 4.50 % $ 140,000 $ 52 $ —

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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.

4 unchanged sentences

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

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

Three Months Ended March 31,

Amount of loss recognized on derivative in other comprehensive income (loss) $ ( 95 ) $ ( 6 )

1 unchanged sentence

Total amount of interest expense presented in the condensed consolidated statements of comprehensive income (loss) $ ( 37,045 ) $ ( 57,831 )

See Notes 6 and 7 for further information regarding the debt our interest rate cap is related to and the fair value of our interest rate cap.

We have elected to be taxed as a real estate investment trust, or REIT, under the 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.

2 unchanged sentences

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

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

For the three months ended March 31, 2026 and 2025, we recognized income tax expense of $ 622 and $ 49 , respectively.

Weighted Average Common Share s

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements