What changed in this filing

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Item 1. Financial Statements

2026-08-03 compared with 2026-05-04 · 209 added, 137 removed, 499 unchanged (41% of the section changed)

3 unchanged sentences

(dollars in thousands, except share data)

March 31, December 31,

June 30, December 31,

Real estate properties:

35 unchanged sentences

(amounts in thousands, except per share data)

Three Months Ended March 31,

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

2026 2025 2026 2025

Rental income $ 47,466 $ 55,167 $ 96,712 $ 113,725

17 unchanged sentences

Net loss ( 37,419 ) ( 91,639 ) ( 80,694 ) ( 100,625 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Equity in unrealized gains of an investee — 25 — 52

Unrealized loss on derivative ( 81 ) ( 6 )

Other comprehensive (loss) income ( 81 ) 21

Unrealized gain (loss) on derivative 38 ( 11 ) ( 43 ) ( 17 )

Other comprehensive income (loss) 38 14 ( 43 ) 35

Comprehensive loss $ ( 37,381 ) $ ( 91,625 ) $ ( 80,737 ) $ ( 100,590 )

11 unchanged sentences

Net loss — — — ( 43,275 ) — — ( 43,275 )

Other comprehensive income — — — — ( 81 ) — ( 81 )

Other comprehensive loss — — — — ( 81 ) — ( 81 )

Distributions — — — — — ( 2,421 ) ( 2,421 )

3 unchanged sentences

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

Net loss — — — ( 37,419 ) — — ( 37,419 )

Other comprehensive income — — — — 38 — 38

Distributions — — — — — ( 2,421 ) ( 2,421 )

Share grants 86,807 1 2,263 — — — 2,264

Share repurchases ( 6,086 ) — ( 50 ) — — — ( 50 )

Balance at June 30, 2026:

242,189,353 $ 2,422 $ 4,625,413 $ 1,041,443 $ ( 55 ) $ ( 4,086,392 ) $ 1,582,831

Balance at December 31, 2024:

8 unchanged sentences

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

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:

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

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

2 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ ( 80,694 ) $ ( 100,625 )

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

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

Depreciation and amortization 125,456 134,591

2 unchanged sentences

Straight line rental income 147 ( 309 )

Amortization of acquired real estate leases and other intangible assets, net 29 26

Lease value amortization 58 54

Loss on modification or early extinguishment of debt — 29,197

10 unchanged sentences

Other liabilities ( 23,942 ) 12,114

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

Net cash provided by operating activities 46,724 49,777

CASH FLOWS FROM INVESTING ACTIVITIES:

Real estate acquisitions ( 14,565 ) —

Real estate improvements ( 59,350 ) ( 73,831 )

4 unchanged sentences

Purchase of interest rate cap ( 147 ) ( 47 )

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

Net cash (used in) provided by investing activities ( 25,169 ) 270,038

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Redemption of senior secured notes — ( 238,555 )

Redemption of senior unsecured notes — ( 380,000 )

Repayment of other debt ( 1,926 ) ( 1,659 )

4 unchanged sentences

Net cash used in financing activities ( 7,158 ) ( 321,088 )

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

Increase (decrease) in cash and cash equivalents and restricted cash 14,397 ( 1,273 )

Cash and cash equivalents and restricted cash at beginning of period 121,799 149,854

3 unchanged sentences

(dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL CASH FLOW INFORMATION:

4 unchanged sentences

Real estate improvements accrued, not paid $ 5,087 $ 13,708

(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.

(1) Includes $ 34,700 of accreted interest paid during the six months ended June 30, 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 March 31,

As of June 30,

Cash and cash equivalents $ 116,793 $ 141,769

23 unchanged sentences

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

Disaggregation of Income Statements Expenses , or ASU No.

Disaggregation of Income Statement 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 condensed 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 that ASU 2024-03 will have on our condensed consolidated financial statements.

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 that ASU No.

2024-03 will have on our condensed consolidated financial statements.

Real Estate and Other Investments

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.

As of June 30, 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 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 operations

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

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

Dispositions:

The table below represents the sale prices, excluding closing costs, of our dispositions for the six months ended June 30, 2026.

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 condensed consolidated statements of comprehensive income (loss).

Number of Number of Loss on Sale

Date of Sale State Type of Property Properties Units Sales Price of Real Estate

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

During the six months ended June 30, 2026, we recognized an additional loss on sale of real estate of $ 629 related to post-closing adjustments for dispositions completed in prior periods.

We regularly evaluate our assets for indicators of impairment.

3 unchanged sentences

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.

We did not record any impairment charges on our properties during the six months ended June 30, 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 March 31,

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

2026 2025 2026 2025

SHOP fixed assets and capital improvements $ 16,292 $ 24,283 $ 30,485 $ 45,398

Medical Office and Life Science Portfolio capital expenditures:

Medical Office and Life Science Portfolio recurring capital expenditures:

Lease related costs (1)

5,293 3,528 8,825 7,375

Building improvements (2)

1,343 1,518 2,346 3,042

Subtotal Medical Office and Life Science Portfolio 6,636 5,046 11,171 10,417

11 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:

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.

We account for the unconsolidated joint ventures as equity method investments under the fair value option.

We recognized changes in the fair value of our investments in the unconsolidated joint ventures of $ 1,850 and $ 2,654 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,946 and $ 3,792 for the six months ended June 30, 2026 and 2025, respectively.

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

1 unchanged sentence

Equity Method Investment in AlerisLife:

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

As of June 30, 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.

As of June 30, 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).

Our pro rata share of this cash dividend was $ 27,200 , thereby reducing the carrying value of our investment in AlerisLife to $ 0 .

We recognized no income or loss from our former equity method investment in AlerisLife for the three or six months ended June 30, 2026.

We recognized income of $ 428 and $ 777 for the three and six months ended June 30, 2025, respectively, 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.

1 unchanged sentence

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.

Between September and December 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 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.

We incurred management fees payable to Five Star of $ 0 and $ 11,140 for the three months ended June 30, 2026 and 2025, respectively, and $ 0 and $ 22,374 for the six months ended June 30, 2026 and 2025, respectively.

For the three months ended June 30, 2026 and 2025, $ 0 and $ 10,636 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 0 and $ 504 , respectively, were capitalized in our condensed consolidated balance sheets.

For the six months ended June 30, 2026 and 2025, $ 0 and $ 21,275 , respectively, of the total management fees were expensed to property operating expenses in our condensed consolidated statements of comprehensive income (loss) and $ 0 and $ 1,099 , 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).

As of June 30, 2026 and 2025, our managers managed 199 and 230 , respectively, of our senior living communities, including closed communities.

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

We incurred management fees payable to our managers, other than Five Star, of $ 17,827 and $ 5,970 for the three months ended June 30, 2026 and 2025, respectively, and $ 35,968 and $ 12,304 for the six months ended June 30, 2026 and 2025, respectively.

Additionally, we incurred incentive management fees payable to certain of our managers of $ 123 and $ 351 for the six months ended June 30, 2026 and 2025, respectively.

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 March 31,

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

2026 2025 2026 2025

Basic housing and support services $ 278,740 $ 256,114 $ 557,427 $ 508,886

3 unchanged sentences

Total residents fees and services $ 317,921 $ 327,545 $ 635,146 $ 655,851

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

The following table provides a summary of our managers that manage a large concentration of our senior living communities as of June 30, 2026:

Number of Real Estate

14 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 $ 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 $ 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.

We (decreased) increased rental income to record revenue on a straight line basis by $( 204 ) and $( 146 ) for the three months ended June 30, 2026 and 2025, respectively, and $( 147 ) and $ 309 for the six months ended June 30, 2026 and 2025, respectively.

Rents receivable, excluding receivables related to our properties classified as held for sale, if any, include $ 62,016 and $ 62,163 of straight line rent receivables at June 30, 2026 and December 31, 2025, respectively, and are included in other assets, net in our condensed consolidated balance sheets.

DIVERSIFIED HEALTHCARE TRUST

1 unchanged sentence

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

Such payments totaled $ 8,787 and $ 9,812 for the three months ended June 30, 2026 and 2025, respectively, of which tenant reimbursements totaled $ 8,737 and $ 9,768 , respectively, and $ 18,299 and $ 20,650 for the six months ended June 30, 2026 and 2025, respectively, of which tenant reimbursements totaled $ 18,210 and $ 20,191 , respectively.

Right of Use Asset and Lease Liability:

For leases where we are the lessee, we recognize a right of use asset and a lease liability equal to the present value of the minimum lease payments, with rental payments being applied to the lease liability and the right of use asset being amortized over the term of the lease.

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

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 $ 14,722 and $ 15,099 , respectively, as of June 30, 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.

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

As of June 30, 2026 and December 31, 2025, our outstanding indebtedness consisted of the following:

Senior Unsecured Notes:

Principal Balance as of

March 31, 2026 December 31, 2025 Coupon Rate Maturity

June 30, 2026 December 31, 2025 Interest Rate Maturity

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

Senior unsecured notes (1)

500,000 500,000 4.375 % March 2031

Senior unsecured notes 500,000 500,000 4.375 % March 2031

Senior unsecured notes 350,000 350,000 5.625 % August 2042

4 unchanged sentences

Senior unsecured notes, net $ 1,582,127 $ 1,580,726

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

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

As of June 30, 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 June 30, 2026.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Secured and Other Debt:

Net Book Value

Number of Principal Balance as of (1)

Number of Properties Net Book Value

Secured by as 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

June 30, December 31, June 30, December 31, Interest June 30, December 31,

2026 2025 2026 2025 Rate (2)

Maturity 2026 2025

Secured revolving credit facility 14 14 $ — $ — 6.28 % 06/11/29 $ 319,945 $ 326,565

Senior secured notes (3)

36 375,000 375,000 7.25 % October 2030 398,816 402,797

36 36 375,000 375,000 7.25 % 10/15/30 395,316 402,797

Floating rate mortgage loan (4)

14 140,000 140,000 6.17 % March 2028 141,531 142,947

Mortgage note 4 63,225 63,499 6.57 % June 2030 134,446 135,772

Mortgage note 8 120,000 120,000 6.86 % June 2034 180,471 182,848

14 14 140,000 140,000 6.15 % 03/31/28 139,936 142,947

Mortgage note 4 4 62,969 63,499 6.57 % 06/07/30 133,860 135,772

Mortgage note 8 8 120,000 120,000 6.86 % 06/11/34 178,122 182,848

Mortgage notes (5)

7 108,873 108,873 6.22 % May 2035 146,645 148,477

7 7 108,873 108,873 6.22 % 05/01/35 145,229 148,477

Mortgage notes (6)

2 30,284 30,284 6.36 % June 2035 33,979 34,328

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

2 2 30,284 30,284 6.36 % 06/01/35 33,797 34,328

Mortgage note 1 1 5,064 5,847 6.44 % 07/06/43 12,648 12,893

Finance leases (7)

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

— 2 — 613 — % 04/30/26 — 20,128

Total 86 88 842,190 844,116 $ 1,358,853 $ 1,406,755

4 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.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

(2) Interest rates are as of June 30, 2026, and reflect the impact of interest rate caps, if any.

(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.

1 unchanged sentence

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) 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.

(4) 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 for 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.

3 unchanged sentences

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

As of 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 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.

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 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.

As of June 30, 2026, the annual interest rate payable on borrowings under our revolving credit facility was 6.28 %.

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

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

2 unchanged sentences

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

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 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:

We believe we were in compliance with the terms and conditions of our debt agreements as of June 30, 2026.

Required principal payments due in the next five years and thereafter, excluding extension options, on all of our outstanding debt as of June 30, 2026, were as follows:

Principal Payment

2 unchanged sentences

Fair Value of Assets and Liabilities

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:

The table below presents certain of our assets that are measured on a recurring basis at fair value as of June 30, 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

2 unchanged sentences

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

As of March 31, 2026

As of June 30, 2026

Interest rate cap (1)

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(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.

DIVERSIFIED HEALTHCARE TRUST

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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:

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Technique Rates Rates Periods

As of March 31, 2026

As of June 30, 2026

Investment in Seaport JV Discounted cash flow 7.00 %

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10 - 12 years

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Beginning balance $ 119,622 $ 133,797 $ 120,126 $ 126,859

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Contributions to unconsolidated joint ventures

— 2,700 — 8,500

Distributions from unconsolidated joint ventures ( 600 ) — ( 1,200 ) —

Ending balance $ 120,872 $ 139,151 $ 120,872 $ 139,151

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.

In addition to the assets described in the tables above, our financial instruments at June 30, 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 March 31, 2026 As of December 31, 2025

As of June 30, 2026 As of December 31, 2025

Carrying Estimated Carrying Estimated

Fair Value Value (1)

Senior unsecured notes, 4.750 % coupon rate, due 2028

Senior unsecured notes, 4.750 % interest rate, due 2028

$ 497,926 $ 490,500 $ 497,290 $ 482,635

Senior secured notes, 7.250 % coupon rate, due 2030

Senior secured notes, 7.250 % interest rate, due 2030

366,019 385,988 365,005 383,434

Senior unsecured notes, 4.375 % coupon rate, due 2031

Senior unsecured notes, 4.375 % interest rate, due 2031

495,990 457,700 495,561 440,000

Senior unsecured notes, 5.625 % coupon rate, due 2042

Senior unsecured notes, 5.625 % interest rate, due 2042

343,873 249,480 343,683 224,140

Senior unsecured notes, 6.250 % coupon rate, due 2046

Senior unsecured notes, 6.250 % interest rate, due 2046

244,338 183,700 244,192 175,000

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

We estimated the fair values of our two issuances of senior unsecured notes due 2042 and 2046 based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, as of 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).

The fair values of our two issuances of senior unsecured notes due 2042 and 2046 are based on the closing price on The Nasdaq Stock Market LLC, or Nasdaq, as of June 30, 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 due 2030 using an average of the bid and ask price on Nasdaq on or about June 30, 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).

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

Shareholders' Equity

Common Share Purchases:

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

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

Shareholders' Equity

Common Share Awards:

On June 10, 2026, in accordance with our Trustee compensation arrangements, we awarded to each of our seven Trustees 12,401 of our common shares, valued at $ 8.87 per share, the closing price of our common shares on Nasdaq on that day.

We include the aggregate value of these awards in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).

Common Share Purchases:

During the three and six months ended June 30, 2026, we purchased an aggregate of 6,086 and 18,479 of our common shares, respectively, valued at a weighted average share price of $ 8.32 and $ 7.54 , respectively, 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 values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.

Distributions:

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

During the six months ended June 30, 2026, we declared and paid quarterly distributions 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

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.

April 9, 2026 April 21, 2026 May 14, 2026 0.01 2,421

$ 0.02 $ 4,842

On July 9, 2026, we declared a quarterly distribution to common shareholders of record on July 20, 2026 of $ 0.01 per share, or approximately $ 2,421 .

We expect to pay this distribution on or about August 13, 2026 using cash on hand.

Segment Reporting

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The CODM is our President and Chief Executive Officer.

Our two reportable segments are SHOP and Medical Office and Life Science Portfolio.

Our two reportable segments are Senior Housing Operating Portfolio, or 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.

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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

June 30, 2026

June 30, 2025

Medical Office and Life Science Portfolio Medical Office and Life Science Portfolio

Total SHOP Total

Rental income $ — $ 40,116 $ 40,116 $ — $ 48,056 $ 48,056

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( 97 ) ( 1,123 ) ( 1,220 ) 22,443 13,325 35,768

Segment income (loss) $ 201 $ 9,354 9,555 $ ( 38,415 ) $ ( 5,284 ) ( 43,699 )

Reconciliation of segment income (loss):

Other income (1)

General and administrative ( 19,333 ) ( 11,177 )

Acquisition and certain other transaction related costs ( 3,086 ) ( 75 )

Interest and other income 258 2,982

Interest expense ( 28,229 ) ( 43,794 )

Loss on modification or early extinguishment of debt — ( 126 )

Income tax expense ( 1,297 ) ( 843 )

Equity in net earnings of an investee — 428

Net loss $ ( 37,419 ) $ ( 91,639 )

(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 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Six Months Ended Six Months Ended

June 30, 2026

June 30, 2025

Medical Office and Life Science Portfolio Medical Office and Life Science Portfolio

Total SHOP Total

Rental income $ — $ 82,011 $ 82,011 $ — $ 97,819 $ 97,819

Residents fees and services 635,146 — 635,146 655,851 — 655,851

Total segment revenues 635,146 82,011 717,157 655,851 97,819 753,670

Reconciliation of revenue:

Other revenue (1)

14,701 15,906

Total revenues 731,858 769,576

Senior living labor and benefits 301,511 — 301,511 327,664 — 327,664

Dietary 38,618 — 38,618 41,531 — 41,531

Utilities 35,847 4,871 40,718 36,938 6,390 43,328

Real estate taxes 22,272 9,208 31,480 24,044 11,806 35,850

Insurance 20,157 878 21,035 18,332 1,223 19,555

Other operating expenses (2)

119,620 18,281 137,901 133,899 25,057 158,956

Interest expense 13,159 4,483 17,642 4,927 4,524 9,451

Depreciation and amortization 93,654 26,745 120,399 96,361 33,496 129,857

Other segment items (3)

1,163 ( 1,273 ) ( 110 ) 13,657 39,343 53,000

Segment (loss) income $ ( 10,855 ) $ 18,818 7,963 $ ( 41,502 ) $ ( 24,020 ) ( 65,522 )

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

SHOP $ 2,777,768 $ 2,867,025

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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 months ended March 31, 2026 and 2025.

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

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(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

For the three and six months ended June 30, 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 Six Months

Financial Statement Ended June 30, Ended June 30,

Line Item 2026 2025 2026 2025

Pursuant to business management agreement:

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Construction supervision fees Building and improvements (3)

307 208 632 434

Total $ 1,292 $ 1,400 $ 2,619 $ 2,890

Expense reimbursement:

Other expenses General and administrative expenses $ 44 $ 50

Property level expenses Property operating expenses $ 2,279 $ 3,318 $ 4,596 $ 7,059

Other expenses General and administrative expenses 44 50 88 100

Total $ 2,323 $ 3,368 $ 4,684 $ 7,159

(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.

(1) The net business management fees we recognized reflect a reduction of $ 743 for each of the three months ended June 30, 2026 and 2025, and $ 1,487 for each of the six months ended June 30, 2026 and 2025, 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 reflect a reduction of $ 199 for each of the three months ended June 30, 2026 and 2025, and $ 398 for each of the six months ended June 30, 2026 and 2025, 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.

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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.

We have relationships and historical and continuing transactions with RMR, RMR Inc., AlerisLife (including Five Star) prior to its wind-down 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.

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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.

Portnoy serves as a trustee of these public companies and as chair of the boards of certain of these public companies.

Other officers of RMR, including Mr.

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

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

As of June 30, 2026, ABP Trust and Mr.

Portnoy owned 9.8 % of our outstanding common shares.

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(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 June 30, 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.

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

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

The remaining costs totaled $ 3,965 as of June 30, 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.

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

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

We recognized rental income from RMR for leased office space of $ 65 and $ 102 for the three months ended June 30, 2026 and 2025, respectively, and $ 173 and $ 209 for the six months ended June 30, 2026 and 2025, respectively.

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

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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 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

The following table summarizes the terms of our outstanding interest rate cap agreement as of June 30, 2026 and December 31, 2025:

Balance Sheet Underlying Maturity Strike Notional Fair Value as of

Line Item Instrument Date Rate Amount June 30, 2026 December 31, 2025

Other assets, net Floating rate mortgage loan

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

Three Months Ended March 31,

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

Three Months Ended June 30,

Six Months Ended June 30,

2026 2025 2026 2025

Amount of gain (loss) recognized on derivative in other comprehensive income (loss) $ 2 $ ( 23 ) $ ( 93 ) $ ( 29 )

Amount of loss reclassified from cumulative other comprehensive income (loss) into interest expense $ ( 36 ) $ ( 12 ) $ ( 50 ) $ ( 12 )

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

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

For the three months ended June 30, 2026 and 2025, we recognized income tax expense of $ 1,297 and $ 843 , respectively, and for the six months ended June 30, 2026 and 2025, we recognized income tax expense of $ 1,919 and $ 892 , respectively.

Weighted Average Common Share s

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

What changed 10-Q

Item 1. Financial Statements