Seven Hills Realty Trust
For the period ended Jun 9, 2026. Filed Mar 18, 2026.
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Jun 9, 2026 · Filed Mar 18, 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 | |
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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 2026 Annual Meeting
of Shareholders and Proxy Statement
Tuesday, June 9, 2026 at 1:30 p.m., Eastern Time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/SEVN2026
LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES
Dear Fellow Shareholders:
Please join us for our 2026 Annual Meeting of Shareholders, which will be held virtually at 1:30 p.m. on Tuesday, June 9, 2026. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials to shareholders electronically expedites your receipt, while lowering costs and reducing environmental impact.
During 2025, we remained focused on disciplined portfolio management and capital allocation. Over the course of the year, we closed eight new first mortgage loans totaling approximately $230 million, while also receiving approximately $142 million of loan repayments, reflecting the strength of our underwriting and the continued health of our borrowers and sponsors. We also continued to actively manage portfolio composition, further reducing exposure to office assets while increasing investments in sectors we believe offer more attractive risk-adjusted returns. We generated Net Income of approximately $15.4 million, or $1.00 per share, and Distributable Earnings of approximately $18.3 million, or $1.22 per share for the full year 2025.
Our portfolio remains entirely invested in floating rate loans, consisting of 24 first mortgage loans with an average loan size of $30 million and commitments of $724 million as of year end. Our investments have a weighted average coupon of 7.5% and an all-in yield of 7.9%. In total, our portfolio had a weighted average maximum maturity of 2.6 years and a favorable overall credit profile with an LTV of 66%.
In December 2025, we successfully completed a fully backstopped equity rights offering, raising approximately $65 million in gross proceeds, which significantly enhanced our capacity to deploy capital into attractive, risk-adjusted lending opportunities. We also extended and expanded several of our secured financing facilities throughout the year, further improving our liquidity position and increasing our capacity to deploy capital. We had approximately $123 million of cash on hand and over $250 million of unused financing capacity as of year end, providing us with substantial flexibility to support continued portfolio growth.
Looking ahead, we believe we are well positioned to capitalize on attractive lending opportunities emerging across the middle market. With conservative leverage, ample liquidity, and a fully performing, floating rate loan portfolio, we remain focused on disciplined capital deployment and creating sustainable value for our shareholders. We thank you for your continued investment in Seven Hills Realty Trust and for the trust you place in us as we execute our strategy.
March 18, 2026
| | | | | Ann M. Danner | | | Joseph L. Morea | |
|---|---|---|---|---|---|---|---|---|
| | | | | Barbara D. Gilmore | | | Adam Portnoy | |
| | | | | Matthew P. Jordan | | | Jeffrey P. Somers | |
| | | | | William A. Lamkin | | | | |
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| | Location: Live Webcast Accessible at https://www.virtualshare holdermeeting.com/SEVN2026 Date: Tuesday, June 9, 2026 Time: 1:30 p.m., Eastern Time | | | Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2026 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 13, 2026 (the “Record Date”). | |
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| | | | | Attending Our 2026 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2026 Annual Meeting, our 2026 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 2026 Annual Meeting. In order to attend and participate in our 2026 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on June 8, 2026. • 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 2026 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2026 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 2026 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2026 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, Lindsey Getz Secretary March 18, 2026 | |
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