DIVERSIFIED HEALTHCARE TRUST
For the period ended Jun 10, 2026. Filed Mar 19, 2026.
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Jun 10, 2026 · Filed Mar 19, 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 | | |
Diversified Healthcare 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 2026 Annual Meeting
of Shareholders and Proxy Statement
Wednesday, June 10, 2026 at 9:30 a.m., Eastern Time
Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/DHC2026
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 9:30 a.m. on Wednesday, June 10, 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 focused on executing strategic initiatives to strengthen our balance sheet, recycle capital, and improve the operating performance of our portfolio. We believe these efforts have meaningfully improved our financial flexibility and long-term positioning.
Over the course of the year, we sold 69 non-core properties for approximately $605 million of gross proceeds as part of our capital recycling program. We used these proceeds, together with cash on hand, to fully repay our 2026 zero coupon senior secured notes in December 2025. As a result, DHC ended the year with no debt maturities until 2028 and reduced leverage, which provides a multi-year runway to focus on operational execution and disciplined capital allocation.
2025 was also a transformative year for our senior housing operating portfolio (SHOP). We transitioned 116 SHOP communities formerly managed by AlerisLife to a diversified group of new operators. These transitions meaningfully repositioned our SHOP portfolio, establishing a strong foundation for future operational improvement. We believe these changes will lead to year-over-year gains in occupancy, rental rates, and total revenue, resulting in material growth in net operating income (NOI).
Within our medical office and life science portfolio, we maintained stable occupancy and executed meaningful total leasing activity at positive rent spreads. This portfolio continues to benefit from its mission-critical assets and provides diversification and stability across our platform.
The progress we made throughout 2025 was also reflected in the public markets, as we were the number one performing U.S. REIT in 2025, delivering total shareholder return of approximately 113%. We view this performance as validation of the strategic actions we have taken over the past two years.
As we enter 2026, our priorities remain focused on driving further operational improvements, maintaining balance sheet discipline, and optimizing our portfolio. We believe the progress we achieved during 2025 has generated strong momentum and positioned us with a stronger foundation to deliver future growth.
We thank you for your continued support and trust as we work to create long-term value for our shareholders.
March 19, 2026
| | | | | Christopher J. Bilotto | | | Dawn K. Neher | |
|---|---|---|---|---|---|---|---|---|
| | | | | Alan Felder | | | Adam Portnoy | |
| | | | | Phyllis M. Hollis | | | Jeffrey P. Somers | |
| | | | | Lisa Harris Jones | | | | |
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS OF DIVERSIFIED HEALTHCARE TRUST
| | Location: Live Webcast Accessible at https://www.virtual shareholdermeeting.com/DHC2026 Date: Wednesday, June 10, 2026 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 2026 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. | |
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| | | | | Record Date: You can vote if you were a shareholder of record as of the close of business on March 16, 2026 (the “Record Date”). | |
| | | | | 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 9, 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.virtualshareholdermeeting.com/DHC2026 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.virtualshareholdermeeting.com/DHC2026 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 19, 2026 | |
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