Seven Hills Realty Trust
For the period ended May 28, 2025. Filed Mar 19, 2025.
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May 28, 2025 · Filed Mar 19, 2025
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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 | |
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| | | Check the appropriate box: | | | ||||
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| | | ☐ | | | | 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): | | | ||||
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| | | ☑ | | | | 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 2025 Annual Meeting
of Shareholders and Proxy Statement
Wednesday, May 28, 2025 at 9:30 a.m., Eastern Time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/SEVN2025
LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES
Dear Fellow Shareholders:
Please join us for our 2025 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Wednesday, May 28, 2025. 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 2024, SEVN outperformed our benchmark index, the FTSE Nareit Mortgage Commercial Financing Index by more than 20%. This is the second consecutive year that we have outperformed this index, delivering meaningful shareholder returns. We believe our index outperformance is the result of the quality of our underwriting and portfolio asset management. For the full year, we generated net income of $17.8 million or $1.20 per share and distributable earnings of $21.3 million or $1.45 per share.
At the end of the fourth quarter, our diverse portfolio remained completely invested in floating rate loans and consisted of 21 first mortgages with an average loan size of $31 million and commitments of $641 million. Our investments have a weighted average coupon of 8.2% and an all-in yield of 8.6%. In total, at year end, our portfolio had a weighted average maximum maturity of 2.6 years and a favorable overall credit profile with an LTV of 67%.
In 2024, we amended our UBS repo facility to extend the maturity date from February 2025 to February 2026 and increase the maximum facility size by $45 million dollars to $250 million. We also extended the maturity date of our $125 million dollar Wells Fargo repo facility from February 2025 to March 2026 and our $215 million dollar Citi facility from September 2024 until September 2026.
In December, we added Ann Danner to our Board as an Independent Trustee. Ann brings more than 40 years of real estate industry experience and her strong background in residential and multifamily development, investment and operations will be a significant asset to SEVN going forward. With Ann’s addition, we increased our percentage of independent board members to 71%.
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 19, 2025
| | | | | Ann M. Danner | | | Joseph L. Morea | |
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| | | | | Barbara D. Gilmore | | | Adam Portnoy | |
| | | | | Matthew P. Jordan | | | Jeffrey P. Somers | |
| | | | | William A. Lamkin | | | | |
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
| | Location: Live Webcast Accessible at https://www.virtualshare holdermeeting.com/SEVN2025 Date: Wednesday, May 28, 2025 Time: 9:30 a.m., Eastern Time | | | Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Approve the Second Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2025 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 12, 2025 (the “Record Date”). | |
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| | | | | Attending Our 2025 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be a virtual meeting of shareholders, which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2025 Annual Meeting. In order to attend and participate in our 2025 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on May 27, 2025. • 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 2025 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2025 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 2025 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2025 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 other nominee included with these proxy materials, or contact your bank, broker or other 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 19, 2025 | |
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