Seven Hills Realty Trust

For the period ended May 30, 2024. Filed Mar 20, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 30, 2024 · Filed Mar 20, 2024

SEVN$6.63-1.9%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

	☑			Filed by the Registrant			☐			Filed by a Party other than the Registrant

		Check the appropriate box:
		☐				Preliminary Proxy Statement
		☐				CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
		☑				Definitive Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material under §.240.14a-12

Seven Hills Realty Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2024 Annual Meeting

of Shareholders and Proxy Statement

Thursday, May 30, 2024 at 9:30 a.m., Eastern time

Live Webcast Accessible at

https://www.virtualshareholdermeeting.com/SEVN2024

LETTER TO OUR SHAREHOLDERS

FROM YOUR BOARD OF TRUSTEES

Dear Fellow Shareholders:

Please join us for our 2024 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Thursday, May 30, 2024. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while lowering costs and reducing the environmental impact of our annual meeting.

In 2023, we continued to outperform our peers and generated a total shareholder return of more than 60%, compared to an 18% return for our benchmark, the FTSE NAREIT Mortgage Commercial Financing Index. We increased our quarterly dividend to $0.35 per share and, in the fourth quarter, we generated net income per common share of $0.41 and Distributable Earnings per share of $0.43, which is a 13% increase on a sequential quarter basis.

At the end of the fourth quarter, our diverse portfolio remained completely invested in floating rate loans and consisted of 24 first mortgages with an average loan size of $28 million and commitments of $670 million. Our investments have a weighted average coupon of 9.2% and an all in yield of 9.6%. In the aggregate, at year end, our portfolio had a weighted average maximum maturity of three years and favorable overall credit profile with a LTV of 68%.

As we move into 2024, we believe that we are well positioned to capitalize on new investment opportunities and continue to drive attractive risk adjusted returns for our shareholders.

We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.

March 20, 2024

				Barbara D. Gilmore			Joseph L. Morea
				Matthew P. Jordan			Adam D. Portnoy
				William A. Lamkin			Jeffrey P. Somers

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

	Location: Live Webcast Accessible at https://www.virtualshare holdermeeting.com/SEVN2024 Date: Thursday, May 30, 2024 Time: 9:30 a.m., Eastern time			Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2024 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. Record Date: You can vote if you were a shareholder of record as of the close of business on March 14, 2024 (the “Record Date”).
				Attending Our 2024 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2024 Annual Meeting, our 2024 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. Shareholders will be able to listen, vote and submit questions during our 2024 Annual Meeting. In order to attend and participate in our 2024 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern time, on May 29, 2024. • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2024 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2024 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a control number if needed.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Trustees, Jennifer B. Clark Secretary March 20, 2024

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