What changed in this filing

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Item 1. Financial Statements

2026-04-28 compared with 2025-10-27 · 98 added, 149 removed, 350 unchanged (41% of the section changed)

3 unchanged sentences

(dollars in thousands, except per share data)

September 30, December 31,

March 31, December 31,

Cash and cash equivalents $ 56,606 $ 123,471

26 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,

INCOME FROM INVESTMENTS:

Interest and related income $ 14,839 $ 14,322

Purchase discount accretion — 420 — 2,347

interest and related expenses ( 7,182 ) ( 7,437 )

7 unchanged sentences

Reimbursement of shared services expenses 574 550

Provision for credit losses 37 1,518 796 3,530

Provision for (reversal of) credit losses 603 ( 153 )

Expenses from real estate owned 580 594

1 unchanged sentence

Income before income taxes 4,391 4,543

Income tax benefit (expense) 2 ( 11 ) ( 6 ) ( 27 )

Income tax expense ( 6 ) ( 11 )

Net income $ 4,385 $ 4,532

7 unchanged sentences

Balance at December 31, 2025 22,584 $ 23 $ 303,191 $ 104,914 $ ( 79,477 ) $ 328,651

Issuance of shares, net 13 — 73 — — 73

Share grants — — 207 — — 207

3 unchanged sentences

Balance at March 31, 2026 22,596 $ 23 $ 303,464 $ 109,299 $ ( 85,804 ) $ 326,982

Share grants 42 — 677 — — 677

Share repurchases ( 5 ) — ( 63 ) — — ( 63 )

Net income — — — 2,678 — 2,678

Distributions — — — — ( 5,217 ) ( 5,217 )

Balance at June 30, 2025 14,944 15 241,390 96,690 ( 71,075 ) 267,020

Share grants 150 — 486 — — 486

Share repurchases ( 25 ) — ( 271 ) — — ( 271 )

Net income — — — 3,430 — 3,430

Distributions — — — — ( 4,184 ) ( 4,184 )

Balance at September 30, 2025 15,069 $ 15 $ 241,605 $ 100,120 $ ( 75,259 ) $ 266,481

Balance at December 31, 2024 14,903 $ 15 $ 240,425 $ 89,480 $ ( 60,642 ) $ 269,278

4 unchanged sentences

Balance at March 31, 2025 14,907 $ 15 $ 240,776 $ 94,012 $ ( 65,858 ) $ 268,945

Share grants 29 — 497 — — 497

Share repurchases ( 1 ) — ( 13 ) — — ( 13 )

Net income — — — 4,229 — 4,229

Distributions — — — — ( 5,182 ) ( 5,182 )

Balance at June 30, 2024 14,833 15 240,188 81,122 ( 50,236 ) 271,089

Share grants 91 — 367 — — 367

Share repurchases ( 18 ) — ( 239 ) — — ( 239 )

Net income — — — 3,479 — 3,479

Distributions — — — — ( 5,190 ) ( 5,190 )

Balance at September 30, 2024 14,906 $ 15 $ 240,316 $ 84,601 $ ( 55,426 ) $ 269,506

See accompanying notes.

2 unchanged sentences

(dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Accretion of purchase discount ( 145 ) —

Provision for credit losses 796 3,530

Provision for (reversal of) credit losses 603 ( 153 )

Amortization of loan origination and exit fees ( 546 ) ( 513 )

Amortization of deferred financing costs 388 366

Deferred interest capitalized to loans held for investment ( 137 ) —

Straight line rental income ( 14 ) ( 16 )

12 unchanged sentences

Real estate owned improvements ( 72 ) ( 93 )

Net cash (used in) provided by investing activities ( 321 ) 73,540

Net cash used in investing activities ( 43,633 ) ( 49,901 )

CASH FLOWS FROM FINANCING ACTIVITIES:

4 unchanged sentences

Distributions ( 6,327 ) ( 5,216 )

Net cash used in financing activities ( 4,762 ) ( 95,467 )

Increase (decrease) in cash and cash equivalents 6,745 ( 5,658 )

Net cash (used in) provided by financing activities ( 28,254 ) 17,102

Decrease in cash and cash equivalents ( 66,865 ) ( 29,113 )

Cash and cash equivalents at beginning of period 123,471 70,750

30 unchanged sentences

See Note 5 for further information regarding our secured financing agreements.

The table below provides overall statistics for our loan portfolio as of September 30, 2025 and December 31, 2024:

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

The table below provides overall statistics for our loan portfolio as of March 31, 2026 and December 31, 2025:

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

Number of loans 26 24

16 unchanged sentences

(dollars in thousands, except per share data)

The tables below represent our loan activities during the three months ended September 30, 2025 and 2024:

Principal Balance Deferred Fees and Other Items Amortized Cost

Balance at June 30, 2025 $ 632,826 $ ( 1,508 ) $ 631,318

Additional funding 822 — 822

Originations 34,500 ( 548 ) 33,952

Repayments ( 53,801 ) ( 312 ) ( 54,113 )

Net amortization of deferred fees — 445 445

Balance at September 30, 2025 $ 614,347 $ ( 1,923 ) $ 612,424

Principal Balance Deferred Fees and Other Items Amortized Cost

Balance at June 30, 2024 $ 610,210 $ ( 960 ) $ 609,250

Additional funding 1,922 — 1,922

Originations 16,000 ( 215 ) 15,785

Repayments ( 70,587 ) ( 458 ) ( 71,045 )

Net amortization of deferred fees — 894 894

Purchase discount accretion — 420 420

Balance at September 30, 2024 $ 557,545 $ ( 319 ) $ 557,226

The tables below represent our loan activities during the nine months ended September 30, 2025 and 2024:

The tables below represent our loan activities during the three months ended March 31, 2026 and 2025:

Principal Balance Deferred Fees and Other Items Amortized Cost

1 unchanged sentence

Additional funding 2,181 — 2,181

Deferred interest capitalized to loans held for investment 137 — 137

Originations 58,100 ( 720 ) 57,380

1 unchanged sentence

Net amortization of deferred fees — 546 546

Balance at September 30, 2025 $ 614,347 $ ( 1,923 ) $ 612,424

Purchase discount accretion — 145 145

Balance at March 31, 2026 $ 732,003 $ ( 1,907 ) $ 730,096

Principal Balance Deferred Fees and Other Items Amortized Cost

2 unchanged sentences

Originations 46,505 ( 770 ) 45,735

Repayments ( 128,141 ) ( 594 ) ( 128,735 )

Net amortization of deferred fees — 513 513

Purchase discount accretion — 2,347 2,347

Balance at September 30, 2024 $ 557,545 $ ( 319 ) $ 557,226

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

The tables below detail the property type and geographic location of the properties securing the loans in our portfolio as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

Balance at March 31, 2025 $ 661,389 $ ( 1,152 ) $ 660,237

The tables below detail the property type and geographic location of the properties securing the loans in our portfolio as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

Property Type Number of Loans

3 unchanged sentences

Percentage of Value

Multifamily 6 $ 175,795 29 % 5 $ 163,987 27 %

Office 6 $ 166,344 23 % 6 $ 165,745 24 %

Industrial 5 138,039 22 % 5 136,646 22 %

Hotel 4 122,996 17 % 4 121,393 18 %

Mixed Use 1 34,230 6 % — — — %

Retail 1 15,244 2 % 2 57,506 9 %

Student Housing 4 116,680 16 % 4 115,575 17 %

Industrial 4 113,404 15 % 4 112,792 16 %

Multifamily 3 87,975 12 % 3 87,920 13 %

Other 3 74,524 10 % 1 34,292 5 %

Self Storage 2 48,173 7 % 2 47,990 7 %

26 $ 730,096 100 % 24 $ 685,707 100 %

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Geographic Location Number of Loans

2 unchanged sentences

South 8 $ 232,513 32 % 8 $ 222,512 32 %

West 6 136,538 22 % 6 142,560 23 %

East 7 224,529 31 % 7 223,240 33 %

West 8 167,812 23 % 6 134,741 20 %

Midwest 3 105,242 14 % 3 105,214 15 %

26 $ 730,096 100 % 24 $ 685,707 100 %

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Credit Quality Information and Allowance for Credit Losses

2 unchanged sentences

See our 2025 Annual Report for more information regarding our loan risk ratings.

As of September 30, 2025 and December 31, 2024, the amortized cost of our loan portfolio within each internal risk rating by year of origination was as follows:

September 30, 2025

As of March 31, 2026 and December 31, 2025, the amortized cost of our loan portfolio within each internal risk rating by year of origination was as follows:

March 31, 2026

Risk Rating Number of Loans Percentage of Portfolio 2026 2025 2024 2023 2022 Prior Total

5 unchanged sentences

26 100 % $ 57,481 $ 149,749 $ 181,770 $ 54,187 $ 65,580 $ 221,329 $ 730,096

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

December 31, 2025

12 unchanged sentences

The allowance for credit losses related to unfunded loan commitments is included in accounts payable, accrued liabilities and other liabilities in our condensed consolidated balance sheets.

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Given the lack of historical loss data related to our loan portfolio, we estimate our expected losses using an analytical model that considers the likelihood of default and loss given default for each individual loan.

11 unchanged sentences

See Note 2 to our Consolidated Financial Statements included in Part IV, Item 15 of our 2025 Annual Report for further information regarding our measurement of our allowance for credit losses.

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

The tables below represent the changes to the allowance for credit losses during the three months ended September 30, 2025 and 2024.

Loans Held for Investment, net Unfunded Loan Commitments Total

Balance at June 30, 2025 $ 9,375 $ 292 $ 9,667

Provision for credit losses 36 1 37

Balance at September 30, 2025 $ 9,411 $ 293 $ 9,704

Loans Held for Investment, net Unfunded Loan Commitments Total

Balance at June 30, 2024 $ 5,723 $ 2,117 $ 7,840

Provision for (reversal of) credit losses 1,559 ( 41 ) 1,518

Balance at September 30, 2024 $ 7,282 $ 2,076 $ 9,358

The tables below represent the changes to the allowance for credit losses during the nine months ended September 30, 2025 and 2024.

The tables below represent the changes to the allowance for credit losses during the three months ended March 31, 2026 and 2025.

Loans Held for Investment, net Unfunded Loan Commitments Total

1 unchanged sentence

Provision for (reversal of) credit losses 696 ( 93 ) 603

Balance at September 30, 2025 $ 9,411 $ 293 $ 9,704

Balance at March 31, 2026 $ 9,495 $ 219 $ 9,714

Loans Held for Investment, net Unfunded Loan Commitments Total

Balance at December 31, 2024 $ 8,074 $ 834 $ 8,908

Provision for credit losses 2,906 624 3,530

Balance at September 30, 2024 $ 7,282 $ 2,076 $ 9,358

The increase in the allowance for credit losses during the three months ended September 30, 2025 was primarily attributable to decreased net operating income for the collateral securing certain of our loans, partially offset by loans nearing maturity and loan repayments.

The increase in the allowance for credit losses during the nine months ended September 30, 2025 was primarily attributable to increased provisions for our office loans, partially offset by loans nearing maturity and loan repayments.

(Reversal of) provision for credit losses ( 426 ) 273 ( 153 )

Balance at March 31, 2025 $ 7,648 $ 1,107 $ 8,755

The increase in the allowance for credit losses during the three months ended March 31, 2026 reflects an increased loan investment balance as of March 31, 2026 and increased allowances for certain of our office loans, partially offset by loans nearing maturity.

We may enter into loan modifications that include, among other changes, extensions of maturity dates, repurposing or required replenishment of reserves, increases or decreases in loan commitments and required pay downs of principal amounts outstanding.

Loan modifications are evaluated to determine whether a modification results in a new loan or a continuation of an existing loan under ASC 310.

In August 2024, we amended the agreement governing our loan secured by an office property in Dallas, TX.

As part of this amendment, the loan commitment was reduced by $ 3,189 , the borrower was required to contribute $ 2,900 to cash reserves and the maturity date was extended by two years to August 25, 2026.

As of September 30, 2025, this loan had an amortized cost of $ 43,511 and a risk rating of 4.

In August 2024, we amended the agreement governing our loan secured by an office property in Plano, TX.

As part of this amendment, the coupon rate was reduced from the Secured Overnight Financing Rate, or SOFR, + 4.75 % to SOFR + 3.75 % and the maturity date was extended by two years to July 1, 2026.

As of September 30, 2025, this loan had an amortized cost of $ 26,636 and a risk rating of 4.

In November 2024, we amended the agreement governing our loan secured by an office property in Carlsbad, CA.

As part of this amendment, the borrower was required to contribute $ 1,100 to cash reserves and the maturity date was extended by two years to October 27, 2026.

As of September 30, 2025, this loan had an amortized cost of $ 24,414 and a risk rating of 4.

In April 2025, we amended the agreement governing our loan secured by an office property in Bellevue, WA.

As part of this amendment, the borrower was required to contribute $ 1,625 to cash reserves, the coupon rate was reduced from the Secured Overnight Financing Rate, or SOFR, + 3.85 % to SOFR + 2.85 % and the maturity date was extended by three years to April 7, 2028.

As of March 31, 2026, this loan had an amortized cost of $ 20,817 and a risk rating of 4.

SEVEN HILLS REALTY TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

In April 2025, we amended the agreement governing our loan secured by an office property in Bellevue, WA.

As part of this amendment, the borrower was required to contribute $ 1,625 to cash reserves, the coupon rate was reduced from SOFR + 3.85 % to SOFR + 2.85 % and the maturity date was extended by three years to April 7, 2028.

As of September 30, 2025, this loan had an amortized cost of $ 19,999 and a risk rating of 4.

In May 2025, we amended the agreement governing our loan secured by an office property in Downers Grove, IL.

As part of this amendment, the borrower repaid $ 3,000 of the outstanding principal balance and the maturity date was extended by one year to May 22, 2026.

As of September 30, 2025, this loan had an amortized cost of $ 26,630 and a risk rating of 4.

We did not have any outstanding past due loans or nonaccrual loans as of September 30, 2025 or December 31, 2024.

As of September 30, 2025 and October 23, 2025, all of our borrowers had paid their debt service obligations owed and due to us.

As of March 31, 2026, this loan had an amortized cost of $ 26,650 and a risk rating of 3.

We did not have any outstanding past due loans or nonaccrual loans as of March 31, 2026 or December 31, 2025.

As of March 31, 2026 and April 24, 2026, all of our borrowers had paid their debt service obligations owed and due to us.

See our 2025 Annual Report for more information regarding our nonaccrual policy.

As of September 30, 2025, we had unfunded loan commitments of $ 27,554 related to our loans held for investment that are not reflected in our condensed consolidated balance sheets.

These unfunded loan commitments had a weighted average initial maturity of 1.3 years as of September 30, 2025.

As of March 31, 2026, we had unfunded loan commitments of $ 43,955 related to our loans held for investment that are not reflected in our condensed consolidated balance sheets.

These unfunded loan commitments had a weighted average initial maturity of 1.2 years as of March 31, 2026.

Real Estate Owned

Real estate owned is property acquired in full or partial settlement of loan obligations, generally through foreclosure or by deed in lieu of foreclosure.

Upon acquisition, we allocate the fair value of the real estate owned in accordance with ASC 805, Business Combinations.

Subsequent to acquisition, costs incurred related to improvements to the property are capitalized and depreciated over their estimated useful lives and costs related to the operation of the property are expensed as incurred.

In June 2023, we assumed legal title to an office property located in Yardley, PA through a deed in lieu of foreclosure.

The table below presents the assets and liabilities of real estate owned in our condensed consolidated balance sheets:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Land, building and improvements $ 11,955 $ 11,955

3 unchanged sentences

Prepaid expenses and other assets, net (1)

$ 15,659 $ 16,379

Total assets $ 15,464 $ 15,731

Accounts payable, accrued liabilities and other liabilities $ 353 $ 515

Total liabilities $ 353 $ 515

(1) Includes $ 1,133 and $ 1,094 of straight line rent receivables as of September 30, 2025 and December 31, 2024, respectively.

(1) Includes $ 1,225 and $ 1,211 of straight line rent receivables as of March 31, 2026 and December 31, 2025, respectively.

Revenue from real estate owned represents rental income from operating leases with tenants and is recognized on a straight line basis over the lease term.

We increased revenue from real estate owned to record revenue on a straight line basis by $ 8 and $ 39 for the three and nine months ended September 30, 2025, respectively, and $ 45 and $ 430 for the three and nine months ended September 30, 2024, respectively.

We increased revenue from real estate owned to record revenue on a straight line basis by $ 14 and $ 16 for the three months ended March 31, 2026 and 2025, respectively.

Expenses from real estate owned represents costs to operate the property and depreciation and amortization expense.

5 unchanged sentences

We estimate fair value through an evaluation of recent financial performance and projected discounted cash flows using standard industry valuation methods.

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Secured Financing Agreements

As of September 30, 2025, we had secured financing facilities governed by master repurchase agreements with Wells Fargo, National Association, or Wells Fargo, Citibank, N.A., or Citibank, and UBS AG, or UBS;

As of March 31, 2026, we had secured financing facilities governed by master repurchase agreements with Wells Fargo, National Association, or Wells Fargo, Citibank, N.A., or Citibank, and UBS AG, or UBS;

and a facility loan program with BMO Harris Bank N.A., or BMO.

2 unchanged sentences

See our 2025 Annual Report for more information regarding our Secured Financing Facilities.

The table below summarizes our Secured Financing Facilities as of September 30, 2025 and December 31, 2024:

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

The table below summarizes our Secured Financing Facilities as of March 31, 2026 and December 31, 2025:

Debt Obligation

4 unchanged sentences

Principal Balance

September 30, 2025:

March 31, 2026:

UBS Master Repurchase Facility $ 250,000 $ 142,417 $ 141,837 6.28 % 0.8 2/18/2028 $ 208,538

Wells Fargo Master Repurchase Facility 250,000 104,305 103,708 5.47 % 1.7 3/13/2028 136,658

Citibank Master Repurchase Facility 215,000 135,715 135,513 5.76 % 0.5 9/27/2026 200,409

BMO Facility 150,000 85,032 84,759 5.68 % 1.2 Various 114,323

Wells Fargo Master Repurchase Facility 125,000 70,652 70,432 6.04 % 0.4 3/11/2026 92,558

Total/weighted average $ 865,000 $ 467,469 $ 465,817 5.84 % 1.0 $ 659,928

8 unchanged sentences

The weighted average remaining maturity of the BMO Facility is determined using the underlying loan investment maturity date.

As of September 30, 2025, we were in compliance with the covenants and other terms of the agreements that govern our Secured Financing Facilities.

As of September 30, 2025, our outstanding borrowings under our Secured Financing Facilities had the following remaining maturities:

In February 2026, we amended our master repurchase agreement with UBS to extend the stated maturity date to February 18, 2028.

In February 2026, we amended our master repurchase agreement with Wells Fargo and made certain changes to the agreement, including extending the stated maturity date to March 13, 2028 and increasing the maximum facility size by $ 125,000 to $ 250,000 .

As of March 31, 2026, we were in compliance with the covenants and other terms of the agreements that govern our Secured Financing Facilities.

As of March 31, 2026, our outstanding borrowings under our Secured Financing Facilities had the following remaining maturities:

Year Principal Payments on

8 unchanged sentences

We determine the estimated fair value of financial assets and liabilities using the three-tier value hierarchy established by GAAP.

As of September 30, 2025, the carrying values of cash and cash equivalents, accrued interest receivable and accounts payable approximate their fair values due to the short term nature of these financial instruments.

As of March 31, 2026, the carrying values of cash and cash equivalents, accrued interest receivable and accounts payable approximate their fair values due to the short term nature of these financial instruments.

We estimate the fair values of our loans held for investment and outstanding principal balances under our Secured Financing Facilities by using Level III inputs, including discounted cash flow analyses and currently prevailing market terms as of the measurement date.

1 unchanged sentence

The table below provides information regarding financial assets and liabilities not carried at fair value in our condensed consolidated balance sheets:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Carrying Value Fair Value Carrying Value Fair Value

3 unchanged sentences

Secured Financing Facilities $ 465,817 $ 467,099 $ 487,657 $ 487,637

There were no transfers of financial assets or liabilities within the fair value hierarchy during the nine months ended September 30, 2025.

There were no transfers of financial assets or liabilities within the fair value hierarchy during the three months ended March 31, 2026.

Shareholders' Equity

Common Share Awards

On March 19, 2025, in accordance with our Trustee compensation arrangements, we awarded one of our Trustees 4,709 of our common shares, valued at the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day.

The aggregate value of common shares awarded was $ 60 .

On May 28, 2025, in accordance with our Trustee compensation arrangements, we awarded each of our seven Trustees 5,977 of our common shares, valued at the closing price of our common shares on Nasdaq on that day.

The aggregate value of common shares awarded was $ 490 .

On September 9, 2025, we awarded an aggregate of 150,158 of our common shares to our officers and certain other employees of Tremont Realty Capital LLC, or Tremont, and of The RMR Group LLC, or RMR, valued at the closing price of our common shares on Nasdaq that day.

The aggregate value of common shares awarded was $ 1,653 .

Rights Offering

In November 2025, we commenced a transferable rights offering, or the Rights Offering, pursuant to which we issued transferable rights to our shareholders of record as of November 10, 2025.

The record date shareholders received one transferable right for each outstanding common share they owned on the record date, which entitled them to purchase one new common share for every two rights held.

The Rights Offering was fully backstopped by Tremont.

In December 2025, we completed the Rights Offering, in which 7,532,861 common shares were issued at $ 8.65 per share, generating net proceeds of $ 61,494 , after offering costs.

See Note 9 for further information regarding the Rights Offering.

Common Share Purchases

During the nine months ended September 30, 2025, we purchased 30,363 of our common shares from certain current and former officers and certain other employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares, valued at the closing price of our common shares on Nasdaq on the applicable purchase date.

During the three months ended March 31, 2026, we purchased 814 of our common shares from certain former officers and employees of Tremont Realty Capital, or Tremont, and the RMR Group LLC, or RMR, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares, valued at the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the applicable purchase date.

The aggregate value of common shares purchased was $ 7 .

Distributions

For the nine months ended September 30, 2025, we declared and paid regular quarterly distributions to common shareholders, using cash on hand, as follows:

For the three months ended March 31, 2026, we declared and paid regular quarterly distributions to common shareholders, using cash on hand, as follows:

Record Date Payment Date Distribution per Share Total Distribution

January 26, 2026 February 19, 2026 $ 0.28 $ 6,327

April 22, 2025 May 15, 2025 0.35 5,217

July 21, 2025 August 14, 2025 0.28 4,184

$ 0.98 $ 14,617

On April 9, 2026, we declared a quarterly distribution of $ 0.28 per common share, or $ 6,327 , to shareholders of record on April 21, 2026.

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

SEVEN HILLS REALTY TRUST

1 unchanged sentence

(dollars in thousands, except per share data)

On October 9, 2025, we declared a quarterly distribution of $ 0.28 per common share, or $ 4,218 , to shareholders of record on October 27, 2025.

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

Management Agreement with Tremont

13 unchanged sentences

Related Person Transactions

We have relationships and historical and continuing transactions with Tremont, RMR, The RMR Group Inc., or RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees or officers who are also our Trustees or officers.

We have relationships and historical and continuing transactions with Tremont, RMR, The RMR Group Inc., or RMR Inc., 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.

Tremont is a subsidiary of RMR, which is a majority owned subsidiary of RMR Inc., and RMR Inc.

1 unchanged sentence

RMR provides certain shared services to Tremont that are applicable to us, and we reimburse Tremont or pay RMR for the amounts Tremont or RMR pays for those services.

One of our Managing Trustees and Chair of our Board of 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., and he is also a director of Tremont, the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc., and an officer and employee of RMR.

One of our Managing Trustees and Chair of our Board of Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., and he is also a director of Tremont, the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc., and an officer and employee of RMR.

Jordan, our other Managing Trustee, is a director and the president and chief executive officer of Tremont.

Jordan is also an officer of RMR Inc.

Jordan is also a managing director and an officer of RMR Inc.

and an officer and employee of RMR, and our other officers are officers and employees of Tremont and/or RMR.

See Note 7 for information relating to the awards of our common shares we made in September 2025 to our officers and certain other employees of Tremont and/or RMR and common shares we purchased from certain of our current and former officers and current and former officers and employees of Tremont and/or RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

We include amounts recognized as expense for awards of our common shares to our officers and certain other employees of Tremont and/or RMR in general and administrative expenses in our condensed consolidated statements of operations.

See Note 7 for information relating to common shares we purchased from certain former officers and employees of Tremont and/or RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

We include amounts recognized as expense for awards of our common shares in general and administrative expenses in our condensed consolidated statements of operations.

Certain 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 those companies and other officers of RMR, including Mr.

Adam Portnoy serves as the chair of the board and as a managing trustee of those companies and other officers of RMR, including Mr.

Jordan and certain of our other officers and officers of Tremont serve as managing trustees or officers of certain of these companies.

2 unchanged sentences

See Note 8 for further information regarding our management agreement.

As of September 30, 2025, Tremont owned 1,708,058 of our common shares, and Mr.

Portnoy beneficially owned (including through Tremont and ABP Trust) 13.6 % of our outstanding common shares.

As of March 31, 2026, Tremont owned 4,577,835 of our common shares, or 20.3 % of our outstanding common shares, and Mr.

Portnoy beneficially owned (including through Tremont and ABP Trust) 5,085,332 of our common shares, or 22.5 % of our outstanding common shares.

SEVEN HILLS REALTY TRUST

7 unchanged sentences

No termination fee would be payable as a result of terminating the agreement.

We recognized property management and construction supervision fees of $ 22 and $ 59 for the three and nine months ended September 30, 2025, respectively, and $ 20 and $ 51 for the three and nine months ended September 30, 2024, respectively, related to real estate owned.

We recognized property management and construction supervision fees of $ 20 and $ 21 for the three months ended March 31, 2026 and 2025, respectively, related to real estate owned.

Purchase of Mortgage Loans.

On November 10, 2025 we purchased from RMR two floating rate first mortgage loans that were originated in 2024 and secured by hotel and industrial properties in Revere, MA and Wayne, PA, respectively, for an aggregate purchase price of $ 61,733 , which represented the outstanding principal balance of the loans at the time of acquisition.

Rights Offering.

On October 30, 2025, we announced our intent to commence a transferable rights offering, or the Rights Offering, to issue 7,532,861 new common shares and to raise gross proceeds of approximately $ 65,200 .

We and Tremont entered into a backstop agreement, pursuant to which Tremont agreed to exercise its pro rata primary subscription right in full and, upon the completion of the Rights Offering, to purchase 100 % of all remaining common shares not otherwise subscribed for pursuant to all other rights holders’ primary subscription rights and over-subscription privileges, subject to the terms and conditions of the backstop agreement, or the Backstop Commitment.

Tremont did not receive any fees or other consideration in connection with the Backstop Commitment.

Through the exercise of their respective primary subscription rights, Tremont purchased 854,029 common shares, Adam Portnoy purchased 109,669 common shares and ABP Trust purchased 58,266 common shares in the Rights Offering.

The Rights Offering resulted in subscriptions for approximately 5,517,113 of our common shares, or approximately 73.2 % of the 7,532,861 common shares.

Accordingly, pursuant to the Backstop Commitment, Tremont purchased 2,015,748 common shares that remained unsubscribed upon expiration of the Rights Offering.

For further information about these and other such relationships and certain other related person transactions, refer to our 2025 Annual Report.

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Unvested share awards are considered participating securities and the related impact on earnings are considered when calculating net income per common share - basic and net income per common share - diluted.

SEVEN HILLS REALTY TRUST

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

The calculation of net income per common share - basic and diluted is as follows (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,

Net income $ 4,385 $ 4,532

12 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