DHCNI / Diversified Healthcare Trust - Preferred Security - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 3, 2025 Diversified Healt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 3, 2025 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

1 1 Investor Presentation Overture at Plano 500 Coit Road Plano, TX September 2025 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are

Exhibit 99.1 1 1 Investor Presentation Overture at Plano 500 Coit Road Plano, TX September 2025 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “est

DHC Announces the Sale by AlerisLife of 116 Management Agreements for DHC SHOP Communities to Seven Different Operators Strategic Transaction is Expected to Diversify DHC’s Operator Base AlerisLife is Selling All its Assets and Will Wind-Down its Bus

Exhibit 99.2 FOR IMMEDIATE RELEASE DHC Announces the Sale by AlerisLife of 116 Management Agreements for DHC SHOP Communities to Seven Different Operators Strategic Transaction is Expected to Diversify DHC’s Operator Base AlerisLife is Selling All its Assets and Will Wind-Down its Business DHC Expected to Monetize its 34% Ownership Stake in AlerisLife Newton, MA (September 3, 2025) – Diversified H

Release of Certain Guarantors, dated as of June 30, 2025, related to Senior Secured Notes due 2026, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association. (Filed herewith.)

Exhibit 10.3 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Indenture, dated as of December 21, 2023, among Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”), U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), each of the Subsidiaries listed on Schedule I attached hereto (each, a “Released Guarantor”) and certain other Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2025 DIVERSIFIED HEALTHCA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2025 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Release of Certain Guarantors, dated as of June 30, 2025, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.2 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Fourth Supplemental Indenture, dated as of February 8, 2021, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, that certain Supplemental Indenture, dated as of November 22, 2022, and that certain Supplemental Indenture, da

Financial Results and Supplemental Information SECOND QUARTER 2025 August 4, 2025 Exhibit 99.2 Q2 2025 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces Second Quarter 2025 Financial Results ..................................................

dhc063025x8-kxexhibitx9 Financial Results and Supplemental Information SECOND QUARTER 2025 August 4, 2025 Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

Diversified Healthcare Trust Announces Second Quarter 2025 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Second Quarter 2025 Results Newton, MA (August 4, 2025): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended June 30, 2025, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default.aspx.

List of Subsidiary Guarantors. (Filed herewith.)

Exhibit 22.1 List of Guarantor Subsidiaries The following subsidiaries of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Trust”), jointly and severally and fully and unconditionally, guaranteed the Trust’s 4.375% Senior Notes due 2031: Exact Name of Guarantor Subsidiary Jurisdiction Bluegrass Alpharetta LLC Delaware CCC Alpha Investments Trust Maryland CCC Delaware Tru

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 2, 2025 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan (Filed herewith)

Exhibit 10.1 DIVERSIFIED HEALTHCARE TRUST SECOND AMENDED AND RESTATED 2012 EQUITY COMPENSATION PLAN Diversified Healthcare Trust hereby adopts the Diversified Healthcare Trust Second Amended and Restated 2012 Equity Compensation Plan, effective as of the Effective Date (as defined in Section VIII). The Plan is an amendment and restatement of the predecessor Amended and Restated 2012 Equity Compens

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commissi

Investor Presentation Overture at Plano 500 Coit Road Plano, TX June 2025 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject

Exhibit 99.1 Investor Presentation Overture at Plano 500 Coit Road Plano, TX June 2025 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “

Calculation of Filing Fee Table. (Filed herewith.)

Calculation of Filing Fee Tables S-8 DIVERSIFIED HEALTHCARE TRUST Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common shares of beneficial interest, par value $.

As filed with the Securities and Exchange Commission on May 29, 2025

As filed with the Securities and Exchange Commission on May 29, 2025 Registration No.

Investor Presentation Overture at Plano 500 Coit Road Plano, TX May 2025 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject t

Exhibit 99.1 Investor Presentation Overture at Plano 500 Coit Road Plano, TX May 2025 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “w

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 22, 2025 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Form of Indemnification Agreement. (Filed herewith.)

Exhibit 10.1 DIVERSIFIED HEALTHCARE TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee has agreed to serve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

Diversified Healthcare Trust Announces First Quarter 2025 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces First Quarter 2025 Results Newton, MA (May 5, 2025): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended March 31, 2025, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default.aspx. A

Letter Agreement, dated March 28, 2025, between the Company and AlerisLife Inc., regarding Amended and Restated Master Management Agreement. (Filed herewith.)

Exhibit 99.1 March 28, 2025 AlerisLife Inc. FVE Managers, Inc. Two Newton Place 255 Washington Street, Suite 230 Newton, Massachusetts 02458 Ladies and Gentlemen: Reference is made to that certain Amended and Restated Master Management Agreement, dated as of June 9, 2021 (as amended, restated or supplemented from time to time, the “Master Management Agreement”), by and among Diversified Healthcare

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2025 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Financial Results and Supplemental Information FIRST QUARTER 2025 May 5, 2025 Exhibit 99.2 Q1 2025 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces First Quarter 2025 Financial Results .......................................................

Financial Results and Supplemental Information FIRST QUARTER 2025 May 5, 2025 Exhibit 99.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2025 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

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. )

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 Prox

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.  )

TABLE OF CONTENTS 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 1

Investor Presentation Premier Residences of Plantation 8500 W. Sunrise Blvd. Plantation, FL Summit Place of South Park 2101 Runnymede Lane Charlotte, NC February 2025 2 2 This presentation contains forward-looking statements within the meaning of the

Exhibit 99.1 Investor Presentation Premier Residences of Plantation 8500 W. Sunrise Blvd. Plantation, FL Summit Place of South Park 2101 Runnymede Lane Charlotte, NC February 2025 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2025 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Insider Trading Policies and Procedures. (Filed herewith.)

Exhibit 19.1 Diversified Healthcare Trust Insider Trading Policies and Procedures To promote compliance with applicable insider trading laws and to protect our reputation for integrity and ethical conduct, we have adopted these insider trading policies and procedures, which we refer to as our “insider trading policy.” When we refer to the “Company” we are referring to Diversified Healthcare Trust

Description of Securities. (Filed herewith.)

Exhibit 4.19 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust), or the Company, we, us or our, has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: (i) Common Shares of Bene

Diversified Healthcare Trust Fourth Quarter 2024 Financial Results and Supplemental Information February 25, 2025 Overture at Plano 500 Coit Road Plano, TX Exhibit 99.2 Q4 2024 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces Fourth Quarter

Diversified Healthcare Trust Fourth Quarter 2024 Financial Results and Supplemental Information February 25, 2025 Overture at Plano 500 Coit Road Plano, TX Exhibit 99.

, among the Company and certain of its subsidiaries, and AlerisLife Inc. and certain of its subsidiaries. (Filed herewith.)

Exhibit 10.22 AMENDMENT AND PARTIAL TERMINATION OF AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT THIS AMENDMENT AND PARTIAL TERMINATION OF AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT (this “Amendment”) is executed and delivered as of December 1, 2024 (the “Effective Date”), by and among AlerisLife Inc. (“Aleris”), a Maryland corporation, FVE Managers, Inc. (“Manager”), a Maryland corporati

Diversified Healthcare Trust Announces Fourth Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Fourth Quarter 2024 Results Newton, MA (February 25, 2025): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended December 31, 2024, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/defaul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State of Organization) (I.

Letter Agreement, dated as of May 30, 2024, between the Company and The RMR Group LLC, regarding Third Amended and Restated Property Management Agreement.(+) (Filed herewith.)

Exhibit 99.1 May 30, 2024 The RMR Group LLC Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458 Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Property Management Agreement, dated as of June 9, 2021 (as amended, restated or supplemented from time to time, the “Master Property Management Agreement”), by and between Diversified Healthcare Trust, a M

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 25, 2025 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Subsidiaries of the Company. (Filed herewith.)

Exhibit 21.1 DIVERSIFIED HEALTHCARE TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation DHC ZB Properties LLC Maryland SNH Medical Office Properties Trust Maryland SNH Proj Lincoln TRS LLC Maryland SNH SE Properties Trust Maryland SNH TRS Inc. Maryland SNH TRS Licensee Holdco LLC Maryland SNH/LTA Properties Trust Maryland

DIVERSIFIED HEALTHCARE TRUST Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1 DIVERSIFIED HEALTHCARE TRUST Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements On January 31, 2025, Diversified Healthcare Trust and its consolidated subsidiaries, or DHC, completed the sale of three life science properties with approximately 186,000 rentable square feet located at 3030, 3040 and 3050 Science Park Road, San Diego, California, or MUSE, for

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 31, 2025 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Investor Presentation Five Star Senior Living Tiffany Court Walnut Creek 1866 San Miguel Drive Walnut Creek, CA Five Star Senior Living The Horizon Club 1208 South Military Trail Deerfield Beach, FL November 2024 2 2 This presentation contains forwar

Exhibit 99.1 Investor Presentation Five Star Senior Living Tiffany Court Walnut Creek 1866 San Miguel Drive Walnut Creek, CA Five Star Senior Living The Horizon Club 1208 South Military Trail Deerfield Beach, FL November 2024 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subjec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2024 Diversified Healt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2024 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

DHC / Diversified Healthcare Trust / CHARLES SCHWAB INVESTMENT MANAGEMENT INC - CHARLES SCHWAB INVESTMENT MANAGEMENT INC Passive Investment

SC 13G/A 1 dhca1110724.htm CHARLES SCHWAB INVESTMENT MANAGEMENT INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Diversified Healthcare Trust (Name of Issuer) Common Stock (Title of Class of Securities) 25525P107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Stateme

Diversified Healthcare Trust Third Quarter 2024 Financial Results and Supplemental Information November 4, 2024 Pueblo Norte Senior Living 7090 East Mescal Street Scottsdale, AZ Exhibit 99.2 Q3 2024 2 FINANCIAL RESULTS Diversified Healthcare Trust An

Diversified Healthcare Trust Third Quarter 2024 Financial Results and Supplemental Information November 4, 2024 Pueblo Norte Senior Living 7090 East Mescal Street Scottsdale, AZ Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2024 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Announces Third Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Third Quarter 2024 Results Newton, MA (November 4, 2024): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended September 30, 2024, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default

Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.

EX-99.3 3 tm2425891d1ex-3.htm EXHIBIT 3 EXHIBIT 3 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Sto

Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024.

EX-99.2 2 tm2425891d1ex-2.htm EXHIBIT 2 EXHIBIT 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Sto

DHC / Diversified Healthcare Trust / D. E. SHAW & CO, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 tm2425891d1sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* Under the Securities Exchange Act of 1934 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities) 25525P107 (CUSIP Number) D. E. Shaw & Co. L.P. Attn: Legal & Compliance Department Tw

Release of Certain Guarantors, dated as of June 5, 2024, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.3 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Fourth Supplemental Indenture, dated as of February 8, 2021, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, that certain Supplemental Indenture, dated as of November 22, 2022, and that certain Supplemental Indenture, da

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2024 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Exhibit 10.1

Exhibit 10.1 DIVERSIFIED HEALTHCARE TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee has agreed to serve

Diversified Healthcare Trust Announces Second Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Second Quarter 2024 Results Newton, MA (August 1, 2024): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended June 30, 2024, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default.aspx.

Release of Certain Guarantors, dated as of June 26, 2024, related to Senior Secured Notes due 2026, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.4 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Indenture, dated as of December 21, 2023, among Diversified Healthcare Trust, a Maryland real estate investment trust (the "Company"), U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), Bayside Fremont CA LLC, a Delaware limited liability company (formerly known as Bayside Pkwy Fremont LLC, a Delaw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

Release of Certain Guarantors, dated as of June 5, 2024, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.2 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Third Supplemental Indenture, dated as of June 2, 2020, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022,that certain Supplemental Indenture, dated as of November 22, 2022, and that certain Supplemental Indenture, dated as

Diversified Healthcare Trust Second Quarter 2024 Financial Results and Supplemental Information August 1, 2024 Premier Residences of Plantation 8500 W. Sunrise Blvd. Plantation, FL Exhibit 99.2 Q2 2024 2 FINANCIAL RESULTS Diversified Healthcare Trust

Diversified Healthcare Trust Second Quarter 2024 Financial Results and Supplemental Information August 1, 2024 Premier Residences of Plantation 8500 W.

EFFECT

X0101 EFFECT 33 LIVE 2024-06-28 16:00:00 S-3 0001075415 DIVERSIFIED HEALTHCARE TRUST 333-280352 0001813126 SNH RMI Smith Farms Manor Properties LLC 333-280352-98 0001813140 SNH RMI Sycamore Manor Properties LLC 333-280352-97 0001813178 SNH SC Tenant LLC 333-280352-96 0001813180 SNH SE Ashley River LLC 333-280352-95 0001812966 SNH SE Ashley River Tenant LLC 333-280352-94 0001812965 SNH SE Barringto

Schedule I Subsidiary Guarantors

June 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

Schedule I Subsidiary Guarantors

June 21, 2024 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.

Filing Fee Table.**

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Diversified Healthcare Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registratio

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated February 18, 2016, between Diversified Healthcare Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association).**

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Subordinated Indenture.**

Exhibit 25.3 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

List of Subsidiary Guarantors. (Incorporated by reference to the Company’s Registration Statement on Form S-3, File No. 333-280352.)

Exhibit 22.1 List of Guarantor Subsidiaries The following subsidiaries of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Trust”), jointly and severally and fully and unconditionally, guaranteed the Trust’s 9.75% Senior Notes due 2025 and the Trust’s 4.375% Senior Notes due 2031: Exact Name of Guarantor Subsidiary Jurisdiction Bluegrass Alpharetta LLC Delaware CCC Alpha

Consent of Taft Stettinius & Hollister LLP (included in Exhibit 5.3).**

Exhibit 5.3 [TAFT STETTINIUS & HOLLISTER LLP LETTERHEAD] June 20, 2024 Diversified Healthcare Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: We have acted as special Indiana counsel to CSL GROUP, INC., an Indiana corporation (“CSL”), and O.F.C. Corporation, an Indiana corporation (“OFC” and together with CSL, the “Opinion Parties” and each

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Junior Subordinated Indenture.**

Exhibit 25.4 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on June 20, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 20, 2024 Registration No.

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Senior Indenture.**

Exhibit 25.2 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 4, 2024.)

Exhibit 3.5 DIVERSIFIED HEALTHCARE TRUST FOURTH AMENDED AND RESTATED BYLAWS As of May 31, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Notice of Adjour

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Diversified Healthca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commissi

Fourth Amended and Restated Bylaws of the Company, adopted May 31, 2024 (marked copy) (Filed herewith)

Exhibit 3.6 DIVERSIFIED HEALTHCARE TRUST THIRDFOURTH AMENDED AND RESTATED BYLAWS As of November 1May 31, 20232024 TABLE OF CONTENTS Page ARTICLE I OFFICES      1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS      1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 3, 2024 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Investor Presentation Five Star Senior Living Tiffany Court Walnut Creek 1866 San Miguel Drive Walnut Creek, CA Five Star Senior Living The Horizon Club 1208 South Military Trail Deerfield Beach, FL JUNE 2024 2 2 This presentation contains forward-lo

Exhibit 99.1 Investor Presentation Five Star Senior Living Tiffany Court Walnut Creek 1866 San Miguel Drive Walnut Creek, CA Five Star Senior Living The Horizon Club 1208 South Military Trail Deerfield Beach, FL JUNE 2024 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2024 DIVERSIFIED HEALTHCARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2024 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Investor Presentation Five Star Senior Living Tiffany Court Walnut Creek 1866 San Miguel Drive Walnut Creek, CA Five Star Senior Living The Horizon Club 1208 South Military Trail Deerfield Beach, FL MAY 2024 2 2 This presentation contains forward-loo

Exhibit 99.1 Investor Presentation Five Star Senior Living Tiffany Court Walnut Creek 1866 San Miguel Drive Walnut Creek, CA Five Star Senior Living The Horizon Club 1208 South Military Trail Deerfield Beach, FL MAY 2024 2 2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to

named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.2 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Fourth Supplemental Indenture, dated as of February 8, 2021, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, and that certain Supplemental Indenture, dated as of November 22, 2022 (the “Fourth Supplemental Indenture”), a

Release of Certain Guarantors, dated as of March 1, 2024, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.1 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Third Supplemental Indenture, dated as of June 2, 2020, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, and that certain Supplemental Indenture, dated as of November 22, 2022 (the “Third Supplemental Indenture”), among D

Diversified Healthcare Trust Announces First Quarter 2024 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces First Quarter 2024 Results Newton, MA (May 6, 2024): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended March 31, 2024, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default.aspx. A

Supplemental Indenture, dated as of March 1, 2024, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 9.750% Senior Notes due 2025. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.)

Exhibit 4.11 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2024, among SNH Durham LLC and SNH Maryland Heights LLC, each a Delaware limited liability company, SNH Granite Gate Inc., a Maryland corporation, SNH Granite Gate Tenant LLC, a Maryland limited liability company, and SNH Medical Office Properties Trust, a Maryland real estate inve

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2024 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Stockholders Agreement, dated as of February 16, 2024, by and among AlerisLife Inc., the Company, DHC Holdings LLC and ABP Trust. (Filed herewith.)

Exhibit 10.3 STOCKHOLDERS AGREEMENT by and among ALERISLIFE INC. a Maryland corporation, DIVERSIFIED HEALTHCARE TRUST a Maryland real estate investment trust, DHC HOLDINGS LLC a Maryland limited liability company, and ABP TRUST a Maryland statutory trust dated as of February 16, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II MANAGEMENT AND OPERATION OF THE COMPANY 8 Section 2.01 Vo

Supplemental Indenture, dated as of March 1, 2024, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 4.375% Senior Notes due 2031. (

Exhibit 4.16 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2024, among SNH Durham LLC and SNH Maryland Heights LLC, each a Delaware limited liability company, SNH Granite Gate Inc., a Maryland corporation, SNH Granite Gate Tenant LLC, a Maryland limited liability company, and SNH Medical Office Properties Trust, a Maryland real estate inve

Diversified Healthcare Trust First Quarter 2024 Financial Results and Supplemental Information May 6, 2024 The Horizon Club 1208 South Military Trail Deerfield Beach, FL Exhibit 99.2 Q1 2024 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces

Diversified Healthcare Trust First Quarter 2024 Financial Results and Supplemental Information May 6, 2024 The Horizon Club 1208 South Military Trail Deerfield Beach, FL Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

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.  )

TABLE OF CONTENTS 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 1

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. )

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 Prox

As filed with the Securities and Exchange Commission on March 1, 2024

As filed with the Securities and Exchange Commission on March 1, 2024 Registration No.

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Indenture dated February 18, 2016, between Diversified Healthcare Trust and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association).**

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2024 DIVERSIFIED HEALT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2024 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Announces Fourth Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Fourth Quarter 2023 Results Newton, MA (February 26, 2024): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended December 31, 2023, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/defaul

, 2024, by and among AlerisLife Inc., the Company, DHC Holdings LLC and ABP Trust. (Filed herewith.)

Exhibit 10.18 STOCKHOLDERS AGREEMENT by and among ALERISLIFE INC. a Maryland corporation, DIVERSIFIED HEALTHCARE TRUST a Maryland real estate investment trust, DHC HOLDINGS LLC a Maryland limited liability company, and ABP TRUST a Maryland statutory trust dated as of February 16, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II MANAGEMENT AND OPERATION OF THE COMPANY 8 Section 2.01 V

Form of Indemnification Agreement.(+) (Filed herewith.)

Exhibit 10.8 DIVERSIFIED HEALTHCARE TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee has agreed to serve

Clawback Policy. (Filed herewith.)

Exhibit 97.1 DIVERSIFIED HEALTHCARE TRUST CLAWBACK POLICY We do not currently pay incentive-based compensation. However, as required by the applicable rules of The Nasdaq Stock Market LLC, we are adopting this policy whereby we will recover in accordance with such rules, the amount of erroneously awarded incentive-based compensation received by our current or former executive officers in the event

(Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 202

Exhibit 22.1 List of Guarantor Subsidiaries The following subsidiaries of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Trust”), jointly and severally and fully and unconditionally, guaranteed the Trust’s 9.75% Senior Notes due 2025 and the Trust’s 4.375% Senior Notes due 2031: Exact Name of Guarantor Subsidiary Jurisdiction Bayside Pkwy Fremont LLC Delaware CCC Alpha

Subsidiaries of the Company. (Filed herewith.)

Exhibit 21.1 DIVERSIFIED HEALTHCARE TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation DHC ZB Properties LLC Maryland SNH Proj Lincoln TRS LLC Maryland SNH SE Properties Trust Maryland SNH TRS Inc. Maryland SNH TRS Licensee Holdco LLC Maryland SNH/LTA Properties Trust Maryland

Release of Certain Guarantors, dated as of December 21, 2023, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.12 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Third Supplemental Indenture, dated as of June 2, 2020, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, and that certain Supplemental Indenture, dated as of November 22, 2022 (the “Third Supplemental Indenture”), among

Description of Securities. (Filed herewith.)

Exhibit 4.17 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust), or the Company, we, us or our, has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: (i) Common Shares of Bene

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State of Organization) (I.

Diversified Healthcare Trust Fourth Quarter 2023 Financial Results and Supplemental Information Exhibit 99.2 February 26, 2024 Calusa Harbour 2525 First Street Fort Myers, FL Q4 2023 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces Fourth Q

dhc123123x8-kxexhibitx9 Diversified Healthcare Trust Fourth Quarter 2023 Financial Results and Supplemental Information Exhibit 99.

, 2023, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Filed herewith.)

Exhibit 10.15 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Fourth Supplemental Indenture, dated as of February 8, 2021, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, and that certain Supplemental Indenture, dated as of November 22, 2022 (the “Fourth Supplemental Indenture”),

DHC / Diversified Healthcare Trust / Silver Point Capital L.P. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest (Title of Class of Securities) 25525P107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

EX-99.A Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completen

DHC / Diversified Healthcare Trust / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0770-diversifiedhealthcare.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Diversified Healthcare Trust Title of Class of Securities: Common Stock CUSIP Number: 25525P107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b

DHC / Diversified Healthcare Trust / CHARLES SCHWAB INVESTMENT MANAGEMENT INC - CHARLES SCHWAB INVESTMENT MANAGEMENT INC Passive Investment

SC 13G 1 dhc20824.htm CHARLES SCHWAB INVESTMENT MANAGEMENT INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Diversified Healthcare Trust (Name of Issuer) Common Stock (Title of Class of Securities) 25525P107 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate

DHC / Diversified Healthcare Trust / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) DIVERSIFIED HEALTHCARE TRUST (Name of Issuer) COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 25525P107 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this statement) Check the appro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 DIVERSIFIED HEALT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Indenture, dated as of December 21, 2023, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association. (Incorporated by reference to the Company's Current Report on Form 8-K filed on December 22, 2023.)

Exhibit 4.1 EXECUTION VERSION DIVERSIFIED HEALTHCARE TRUST THE SUBSIDIARY GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated as of December 21, 2023 $940,534,000 Senior Secured Notes due 2026 TABLE OF CONTENTS Page ARTICLE One Definitions and Other Provisions of General Application 1 Section 1.01.   Definitions 1 Section 1.02.   Complia

DHC / Diversified Healthcare Trust / Flat Footed LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5) Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) 25525P107 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 DIVERSIFIED HEALT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Release of Certain Guarantors, dated as of October 12, 2023, related to 4.375% Senior Notes due 2031, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

Exhibit 10.4 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Fourth Supplemental Indenture, dated as of February 8, 2021, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, and that certain Supplemental Indenture, dated as of November 22, 2022 (the “Fourth Supplemental Indenture”), a

Third Amended and Restated Bylaws of the Company, adopted November 1, 2023 (marked copy). (Filed herewith.)

Exhibit 3.6 DIVERSIFIED HEALTHCARE TRUST SECONDTHIRD AMENDED AND RESTATED BYLAWS As of June 5November 1, 2023 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Notice

Release of Certain Guarantors, dated as of October 12, 2023, related to 9.750% Senior Notes due 2025, among the Company, certain subsidiaries of the Company named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

Exhibit 10.3 RELEASE OF CERTAIN GUARANTORS Reference is made to that certain Third Supplemental Indenture, dated as of June 2, 2020, as supplemented by that certain Supplemental Indenture, dated as of March 5, 2021, that certain Supplemental Indenture, dated as of September 9, 2022, and that certain Supplemental Indenture, dated as of November 22, 2022 (the “Third Supplemental Indenture”), among D

Third Amended and Restated Bylaws, adopted November 1, 2023. (Incorporated by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

Exhibit 3.5 DIVERSIFIED HEALTHCARE TRUST THIRD AMENDED AND RESTATED BYLAWS As of November 1, 2023 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Notice of Adjourne

Exhibit 10.6

Exhibit 10.6 DIVERSIFIED HEALTHCARE TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee has agreed to serve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2023 DIVERSIFIED HEALTH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Pledge Amendment, dated as of September 26, 2023, by the Company and certain subsidiaries of the Company party thereto. (Filed herewith.)

Exhibit 10.2 PLEDGE AMENDMENT September 26, 2023 Reference is hereby made to the Pledge Agreement (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) dated as of January 29, 2021, by and among Diversified Healthcare Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the undersigned

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

Form of Share Award Agreement.(+) (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.)

Exhibit 10.5 FORM OF DIVERSIFIED HEALTHCARE TRUST Share Award Agreement This Share Award Agreement (this “Agreement”) is made as of «DATE», 2023, between «NAME» (the “Recipient”) and Diversified Healthcare Trust (the “Company”). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby ac

List of Subsidiary Guarantors. (Filed herewith.)

Exhibit 22.1 List of Guarantor Subsidiaries The following subsidiaries of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Trust”), jointly and severally and fully and unconditionally, guaranteed the Trust’s 9.75% Senior Notes due 2025 and the Trust’s 4.375% Senior Notes due 2031: Exact Name of Guarantor Subsidiary Jurisdiction CCC Alpha Investments Trust Maryland CCC De

Diversified Healthcare Trust Third Quarter 2023 Financial Results and Supplemental Information Exhibit 99.2 November 1, 2023 Calusa Harbour 2525 First Street Fort Myers, FL Q3 2023 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces Third Quar

dhc093023x8-kxexhibitx9 Diversified Healthcare Trust Third Quarter 2023 Financial Results and Supplemental Information Exhibit 99.

Diversified Healthcare Trust Announces Third Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Third Quarter 2023 Results Newton, MA (November 1, 2023): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended September 30, 2023, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default

DHC / Diversified Healthcare Trust / D. E. SHAW & CO, L.P. - DIVERSIFIED HEALTHCARE TRUST Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

DHC / Diversified Healthcare Trust / Flat Footed LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) 2

Diversified Healthcare Trust and Office Properties Income Trust Mutually Agree to Terminate Merger Agreement

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust and Office Properties Income Trust Mutually Agree to Terminate Merger Agreement Newton, MA (September 1, 2023): Diversified Healthcare Trust (Nasdaq: DHC) and Office Properties Income Trust (Nasdaq: OPI) today announced that they have mutually agreed to terminate their previously announced merger agreement dated April 11, 2023, pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2023 DIVERSIFIED HEALT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Termination Agreement, dated as of September 1, 2023, by and between Office Properties Income Trust and Diversified Healthcare Trust.

Exhibit 10.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT, dated as of September 1, 2023 (this “Agreement”), is entered into by and between Office Properties Income Trust, a Maryland real estate investment trust (“Parent”), and Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company”). Each of the foregoing are collectively referred to herein as the “Parties” and ea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2023 DIVERSIFIED HEALTHC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust and Office Properties Income Trust To Adjourn Respective Special Meetings of Shareholders

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 30, 2023 On August 30, 2023, Diversified Healt

Diversified Healthcare Trust and Office Properties Income Trust To Adjourn Respective Special Meetings of Shareholders

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 30, 2023 On August 30, 2023, Diversified Healthc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 OFFICE PROPERTIES I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Provides Monthly SHOP Performance Update SHOP Recovery Continues at an Uneven Pace

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 24, 2023 On August 24, 2023, Diversified Healthc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

Dear Fellow DHC Shareholder, The DHC Board of Trustees unanimously recommends that you vote FOR the merger with Office Properties Income Trust. A Special Committee of the DHC Board of Trustees, after conducting a rigorous and transparent process to a

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 7, 2023 Diversified Healthcare Trust (the “Compa

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1. Name of the Registrant: Diversified Healthcare Trust 2. Name of persons relying on exemption: D. E. Shaw & Co., L.P. 3. Address of persons relying on exemption: 1166 Avenue of the Americas, 9th Floor, New York New York 10036 4. Written materials. Attach written material required to be submitted pursuant t

POWERPOINT PRESENTATION

SECTION ONE THE D. E. SHAW GROUP’S PERSPECTIVES ON THE PROPOSED DHC-OPI MERGER Why We Intend to Vote AGAINST the Transaction AUGUST 2023 UPDATEDDisclaimers 2 This presentation (the “Presentation”) is being made by, and represents the opinions of, D. E. Shaw & Co., L.P. (“DESCO LP”) on behalf of certain investment funds managed or advised by it (the “Funds”) that currently beneficially own, or othe

Diversified Healthcare Trust Sends Letter to Shareholders Outlining Robust Process to Maximize Value DHC’s Special Committee of Independent Trustees Evaluated Numerous Alternatives and Determined the OPI Transaction is Best Strategic Alternative

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 7, 2023 On August 7, 2023, Diversified Healthcar

Diversified Healthcare Trust Releases Investor Presentation Highlighting Benefits of Pending Merger with Office Properties Income Trust

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 3, 2023 On August 3, 2023, Diversified Healthcar

Industry-wide Pressures Have Created a Dire Situation at DHC… • DHC is NOT in compliance with a key debt incurrence covenant and is therefore unable to access debt capital • Cash reserves are dwindling • Significant debt maturities are fast approachi

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 3, 2023 On August 3, 2023, Diversified Healthcar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

Diversified Healthcare Trust Second Quarter 2023 Results - Investor Conference Call Script Wednesday, August 2, 2023 – 10:00 AM

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: by Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 2, 2023 The following is the script for an ea

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healt

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 2, 2023 The following presentation was first mad

INVESTOR PRESENTATION, DATED AUGUST 2, 2023

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SEC

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2023 DIVERSIFIED HEALTHCA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 1, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Announces Second Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Second Quarter 2023 Results Newton, MA (August 1, 2023): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended June 30, 2023, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default.aspx.

Limited Waiver and Consent to Amended and Restated Credit Agreement, dated as of July 10, 2023, among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and each of the other parties party thereto. (Filed herewith.)

Exhibit 99.1 LIMITED WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 10, 2023, by and among DIVERSIFIED HEALTHCARE TRUST, a real estate investment trust formed under the laws of the State of Maryland (the “Borrower”), the other Loan Parties solely for the purpose of Section 4 he

Diversified Healthcare Trust Second Quarter 2023 Financial Results and Supplemental Information Exhibit 99.2 August 1, 2023 5000 Marina Boulevard Brisbane, CA Q2 2023 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces Second Quarter 2023 Fina

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: August 1, 2023 The following earnings presentation was

INVESTOR PRESENTATION

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Diversified Healthcare Trust Second Quarter 2023 Financial Results and Supplemental Information Exhibit 99.2 August 1, 2023 5000 Marina Boulevard Brisbane, CA Q2 2023 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces Second Quarter 2023 Fina

dhc063023x8-kxexhibitx9 Diversified Healthcare Trust Second Quarter 2023 Financial Results and Supplemental Information Exhibit 99.

Dear Fellow DHC Shareholder, The DHC Board of Trustees unanimously recommends that you vote FOR the merger with Office Properties Income Trust. We firmly believe the merger of DHC and OPI provides compelling value and is in the best interest of our C

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 31, 2023 Diversified Healthcare Trust (the “Compan

Diversified Healthcare Trust Sends Letter to Shareholders Highlighting Benefits of Pending Merger with Office Properties Income Trust Explains that the Interests of Debt Holders Opposing the Merger are Not Aligned with Long Term Shareholders

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 31, 2023 On July 31, 2023, Diversified Healthcare

Office Properties Income Trust Q2 2023 Earnings Call Script Thursday, July 27th, 2023 at 10:00 AM

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 27, 2023 The following is the script for an earn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

Diversified Healthcare Trust Provides Monthly SHOP Performance Update SHOP NOI Flattened Over the Past Two Months and DHC’s Operators Expect Higher Operating Expenses to Result in Second Half 2023 SHOP NOI that is Approximately Equal to that of First

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 27, 2023 On July 27, 2023, Diversified Healthcare

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.  )

TABLE OF CONTENTS 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 1

Diversified Healthcare Trust Announces Filing of Definitive Proxy Materials and Recommends Shareholders Vote “FOR” Merger with Office Properties Income Trust on the WHITE Proxy Card Merger is the Best Available Opportunity for Long Term Value, Creati

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 21, 2023 On July 21, 2023, Diversified Healthcare

Filed by Diversified Healthcare Trust

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 21, 2023 On July 21, 2023, Diversified Healthcare

Filed by Office Properties Income Trust

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 21, 2023 On July 21, 2023, Office Properties Inc

Office Properties Income Trust Announces Filing of Definitive Proxy Materials and Recommends Shareholders to Vote “FOR” Merger with Diversified Healthcare Trust Sets Special Meeting Date of August 30, 2023 OPI Board of Trustees Unanimously Recommends

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 21, 2023 On July 21, 2023, Office Properties Inc

Shareholders to receive 0.147 of an OPI share for each DHC share Pro-forma ownership: DHC 42% / OPI 58% 20% premium* Combined company to pay attractive distribution 267% more than DHC shareholders receive now Immediately accretive to DHC’s normalized

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 21, 2023 On July 21, 2023, Diversified Healthcare

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EXHIBIT 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EXHIBIT 3 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

DHC / Diversified Healthcare Trust / D. E. SHAW & CO, L.P. - DIVERSIFIED HEALTHCARE TRUST Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION

U.S. Securities and Exchange Commission Washington, DC 20549 NOTICE OF EXEMPT SOLICITATION 1. Name of the Registrant: Diversified Healthcare Trust 2. Name of persons relying on exemption: D. E. Shaw & Co., L.P. 3. Address of persons relying on exemption: 1166 Avenue of the Americas, 9th Floor, New York New York 10036 4. Written materials. Attach written material required to be submitted pursuant t

Office Properties Income Trust Further Implements its Financing Strategy for its Merger with Diversified Healthcare Trust with the Closing of $77.4 Million of Mortgage Loans Aggregate Mortgage Financing Proceeds Now Exceed $108 Million

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: July 5, 2023 On July 5, 2023, Office Properties Income Trust iss

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common shares of beneficial interest, $0.01 par value per share, of Diversified Healthcare Trust, a

DHC / Diversified Healthcare Trust / H/2 Special Opportunities IV L.P. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) 25525P107 (CUSIP Number) Ashvin Rao H/2 Special Opportunities IV L.P. 680 Washington Boulevard, Seventh Floor Stamford, CT 06901 (2

June 30, 2023

Exhibit 99.1 June 30, 2023 VIA EMAIL AND FEDERAL EXPRESS Mr. Adam D. Portnoy Chairman of the Board of Trustees Diversified Healthcare Trust 255 Washington Street, Suite 300 Newton, MA 02458-1634 Dear Adam: Funds affiliated with H/2 Capital Partners (collectively with its affiliates, “H/2” or “we”) are a significant stakeholder in Diversified Healthcare Trust (“DHC” or the “Company”), owning approx

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 DIVERSIFIED HEALTHCAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 DIVERSIFIED HEALTHCAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Announces Event of Default Under $450 Million Credit Facility for Insufficient Collateral Value Appraised Value of Collateral Properties Declined by 22% Working with Lenders to Obtain Waiver Through September 30th Merger

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: June 29, 2023 On June 29, 2023, Diversified Healthcare Trust issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

DHC / Diversified Healthcare Trust / Flat Footed LLC - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) 25525P107

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 26, 2023 DIVERSIFIED HEALTHCAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 26, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Provides Monthly SHOP Performance Update SHOP NOI for May 2023 Declined 36% from April 2023, Evidencing Inconsistency of Ongoing SHOP Recovery Provides Additional Insight into Calculation of Debt Incurrence Covenant and R

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Provides Monthly SHOP Performance Update SHOP NOI for May 2023 Declined 36% from April 2023, Evidencing Inconsistency of Ongoing SHOP Recovery Provides Additional Insight into Calculation of Debt Incurrence Covenant and Reconfirms Debt Incurrence Covenant Compliance is Unlikely Before Mid-Year 2024 Reiterates Unanimous DHC Board Recom

Diversified Healthcare Trust Provides Monthly SHOP Performance Update SHOP NOI for May 2023 Declined 36% from April 2023, Evidencing Inconsistency of Ongoing SHOP Recovery Provides Additional Insight into Calculation of Debt Incurrence Covenant and R

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: June 26, 2023 On June 26, 2023, Diversified Healthcare Trust issue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

Agreement of Joint Filing, dated June 20, 2023, between ABP Trust and Adam D. Portnoy.

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13D with respect to the common shares of beneficial interest, $.01 par value per share, of Diversified Healthcare Trust, dated as of June 20, 2023, is, and any amendments thereto, signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1

DHC / Diversified Healthcare Trust / ABP Trust - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

DHC / Diversified Healthcare Trust / Flat Footed LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) 25525P107

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EXHIBIT 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EXHIBIT 3 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

DHC / Diversified Healthcare Trust / D. E. SHAW & CO, L.P. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities) 25525P107 (CUSIP N

Joint Filing Agreement

EXHIBIT 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of Beneficial Interest, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

DHC / Diversified Healthcare Trust / Flat Footed LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) 25525P107

Second Amended and Restated Bylaws of the Company, adopted June 5, 2023. (Incorporated by reference to the Company's Current Report on Form 8-K filed on June 6, 2023.)

EX-3.5 2 tm2317821d1ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 DIVERSIFIED HEALTHCARE TRUST SECOND AMENDED AND RESTATED BYLAWS As of June 5, 2023 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Me

Second Amended and Restated Bylaws of the Company, as of June 5, 2023 (marked copy)

Exhibit 3.6 DIVERSIFIED HEALHCAREHEALTHCARE TRUST SECOND AMENDED AND RESTATED BYLAWS As Amended and Restated January 1, 2020 As of June 5, 2023 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 Diversified Healthca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 Diversified Healthcare Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commissi

Office Properties Income Trust Commences the Implementation of its Financing Strategy for its Merger with Diversified Healthcare Trust with the Closing of a $30.7 Million Mortgage Loan New Loan Secured by a Government Occupied Property in Landover, M

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: May 26, 2023 On May 26, 2023, Office Properties Income Trust iss

DHC / Diversified Healthcare Trust / Flat Footed LLC - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Diversified Healthcare Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.01 par value per share (Title of Class of Securities) 25525P107 (

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common shares of beneficial interest, $0.01 par value per share, of Diversified Healthcare Trust, a

Diversified Healthcare Trust Updates SHOP Performance Recovery Continues but at an Uneven Pace

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Registration Statement on Form S-4: 333-272105 Date: May 23, 2023 On May 23, 2023, Diversified Healthcare Trust issued

DHC / Diversified Healthcare Trust / Flat Footed LLC - LETTER TO THE BOARD OF TRUSTEES OF THE ISSUER, DATED MAY 23, 2023 Activist Investment

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2023 DIVERSIFIED HEALTHCARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Diversified Healthcare Trust Updates SHOP Performance Recovery Continues but at an Uneven Pace

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Updates SHOP Performance Recovery Continues but at an Uneven Pace Newton, MA (May 23, 2023): Diversified Healthcare Trust (Nasdaq: DHC) today provided an update of its Senior Housing Operating Portfolio, or SHOP, performance. DHC believes the SHOP performance comparison of the 2023 periods to the comparable pre-Covid periods in 2019 p

1 OFFICE PROPERTIES INCOME TRUST INVESTOR PRESENTATION MAY 2023 Tampa, FL 2 OFFICE PROPERTIES INCOME TRUST This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other secu

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: May 11, 2023 The following investor presentation was first made available on May 11, 2023. 1 OFFICE PROPERTIES

Diversified Healthcare Trust First Quarter 2023 Results - Investor Conference Call Script Tuesday, May 9, 2023 at 11:00 AM

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: May 9, 2023 The following is the script for an earnings conference call of Diversified Healthcare Trust (“DHC”) h

Diversified Healthcare Trust First Quarter 2023 Financial Results and Supplemental Information Exhibit 99.2 Torrey Pines San Diego, CA May 8, 2023 Q1 2023 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces First Quarter 2023 Financial Results

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: May 8, 2023 The following earnings presentation was first made available on May 8, 2023. Diversified Healthcare T

Diversified Healthcare Trust Announces First Quarter 2023 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces First Quarter 2023 Results Newton, MA (May 8, 2023): Diversified Healthcare Trust (Nasdaq: DHC) today announced its financial results for the quarter ended March 31, 2023, which can be found at the Quarterly Reports section of DHC's website at https://www.dhcreit.com/investors/financial-information/quarterly/default.aspx. A

The RMR Group Second Quarter of Fiscal 2023 Results Investor Conference Call Script Excerpts May 4, 2023 at 10:00 a.m.

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: May 5, 2023 The following are excerpts from the transcript of the investor conference call of The RMR Group Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2023 DIVERSIFIED HEALTHCARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

The RMR Group Second Quarter of Fiscal 2023 Results Investor Conference Call Script Excerpts May 4, 2023 at 10:00 a.m.

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: May 5, 2023 The following are excerpts from the transcript of the investor conference call of The RMR Group Inc.

Diversified Healthcare Trust First Quarter 2023 Financial Results and Supplemental Information Exhibit 99.2 Torrey Pines San Diego, CA May 8, 2023 Q1 2023 2 FINANCIAL RESULTS Diversified Healthcare Trust Announces First Quarter 2023 Financial Results

dhc033123x8-kxexhibitx9 Diversified Healthcare Trust First Quarter 2023 Financial Results and Supplemental Information Exhibit 99.

Office Properties Income Trust Q1 2023 Earnings Call Script Thursday, April 27, 2023 at 10:00 AM

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 27, 2023 The following is the script for an earnings conference call of Office Properties Income Trust (“

Exhibit 99.2Tampa, FL Office Properties Income Trust First Quarter 2023 Financial Results and Supplemental Information April 26, 2023 Q1 2023 2 Table of Contents QUARTERLY RESULTS Office Properties Income Trust Announces First Quarter 2023 Financial

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 26, 2023 The following earnings presentation was first made available on April 26, 2023. Exhibit 99.2Tamp

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. )

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 Prox

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.  )

TABLE OF CONTENTS 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 1

Third Amended and Restated Property Management Agreement, dated as of April 11, 2023, between the Company and The RMR Group LLC. (Filed herewith.)

Exhibit 10.1 THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT THIS THIRD AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2023, by and among The RMR Group LLC, a Maryland limited liability company (“Managing Agent”), and Office Properties Income Trust, a Maryland real estate investment trust (the “Company”), on behalf of itself

April 11, 2023

Exhibit 99.1 April 11, 2023 The RMR Group LLC Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Attention: Matthew P. Jordan RE: Management Agreements with The RMR Group LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and between Diversified Healthcare Trust (“DHC”) and Office

Agreement and Plan of Merger, dated as of April 11, 2023, by and among Office Properties Income Trust and the Company. (Incorporated by reference to the Company's Current Report on Form 8-K filed on April 12, 2023.)

Exhibit 2.1   EXECUTION VERSION   AGREEMENT AND PLAN OF MERGER   BY AND AMONG   OFFICE PROPERTIES INCOME TRUST   AND   DIVERSIFIED HEALTHCARE TRUST   DATED AS OF APRIL 11, 2023         TABLE OF CONTENTS   Page   Article 1   DEFINITIONS   Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 19   Article 2   THE MERGER   Section 2.1 The Merger; Effects of the Merger 20 Sect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2023 DIVERSIFIED HEALTHCA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 OFFICE PROPERTIES IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2023 OFFICE PROPERTIES INCOME TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-34364 26-4273474 (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2023 DIVERSIFIED HEALTHCA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Agreement and Plan of Merger, dated as of April 11, 2023, by and among Office Properties Income Trust and Diversified Healthcare Trust.* (Filed herewith.)

Exhibit 2.1   EXECUTION VERSION   AGREEMENT AND PLAN OF MERGER   BY AND AMONG   OFFICE PROPERTIES INCOME TRUST   AND   DIVERSIFIED HEALTHCARE TRUST   DATED AS OF APRIL 11, 2023         TABLE OF CONTENTS   Page   Article 1   DEFINITIONS   Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 19   Article 2   THE MERGER   Section 2.1 The Merger; Effects of the Merger 20 Sect

Income Trust and Diversified Healthcare Trust. (Included as Annex A to the joint proxy statement/

Exhibit 2.1   EXECUTION VERSION   AGREEMENT AND PLAN OF MERGER   BY AND AMONG   OFFICE PROPERTIES INCOME TRUST   AND   DIVERSIFIED HEALTHCARE TRUST   DATED AS OF APRIL 11, 2023         TABLE OF CONTENTS   Page   Article 1   DEFINITIONS   Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 19   Article 2   THE MERGER   Section 2.1 The Merger; Effects of the Merger 20 Sect

April 11, 2023

Exhibit 99.1 April 11, 2023 The RMR Group LLC Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Attention: Matthew P. Jordan RE: Management Agreements with The RMR Group LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and between Diversified Healthcare Trust (“DHC”) and Office

Office Properties Income Trust and Diversified Healthcare Trust Announce Agreement to Merge in All-Share Transaction Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential Gains Access to an Attractive Po

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 11, 2023 The following press release and investor presentation were first made available on April 11, 202

Diversified Healthcare Trust and Office Properties Income Trust Announce Agreement to Merge in All-Share Transaction Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential Ensures Immediate Debt Covenant

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 11, 2023 The following press release and investor presentation were first made available on April 11, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2023 DIVERSIFIED HEALTHCA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Office Properties Income Trust & Diversified Healthcare Trust Merger Joint Conference Call Script Tuesday, April 11 2023 at 8:30 AM

Filed by Office Properties Income Trust Commission File No. 001-34364 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 11, 2023 The following is the script for a conference call hosted by Christopher J. Bilotto, President an

Diversified Healthcare Trust and Office Properties Income Trust Announce Agreement to Merge in All-Share Transaction Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential Ensures Immediate Debt Covenant

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust and Office Properties Income Trust Announce Agreement to Merge in All-Share Transaction Creates a Diversified REIT with a Broad Portfolio, Defensive Tenant Base and Strong Growth Potential Ensures Immediate Debt Covenant Compliance, Enhances Access to Capital and Financial Flexibility to Execute the SHOP Recovery and Capital Plan, and

Office Properties Income Trust & Diversified Healthcare Trust Merger Joint Conference Call Script Tuesday, April 11 2023 at 8:30 AM

Filed by Diversified Healthcare Trust Commission File No. 001-15319 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Diversified Healthcare Trust Commission File No. 001-15319 Date: April 11, 2023 The following is the script for a conference call hosted by Christopher J. Bilotto, President and

WARNING REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever Office Properties Income Trust (“O

Exhibit 99.2 Office Properties Income Trust to Merge with Diversified Healthcare Trust APRIL 11, 2023 CREATING A DIVERSIFIED REIT WITH A BROAD PORTFOLIO, DEFENSIVE TENANT BASE AND STRONG GROWTH POTENTIAL WARNING REGARDING FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities l

ALR / AlerisLife Inc / SENIOR HOUSING PROPERTIES TRUST - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934 (Amendment No. 4)* AlerisLife Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33832D205 (CUSIP Number) Richard W. Siedel, Jr. Chief Financial Officer and Treasurer Diversified Healthcare Trust Two Newton Place, 255 Washington Street, Suite 300 Newto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 16, 2023 DIVERSIFIED HEALTHCA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 16, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

DHC / Diversified Healthcare Trust / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 20)* Name of issuer: Diversified Healthcare Trust Title of Class of Securities: REIT CUSIP Number: 25525P107 Date of Event Which Requires Filing of this Statement: February 28, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

2 WARNING CONCERNING FORWARD LOOKING STATEMENTS This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we u

Exhibit 99.1 INVESTOR PRESENTATION March 2023 2 WARNING CONCERNING FORWARD LOOKING STATEMENTS This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and nega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 8, 2023 DIVERSIFIED HEALTHCAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 8, 2023 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-15319 04-3445278 (Commission File Number) (IRS Employer Identification No.

Supplemental Indenture, dated as of November 22, 2022, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 9.750% Senior Notes due 2025. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.)

Exhibit 4.11 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 22, 2022, among SNH Carlsbad LP, a Delaware limited partnership, and SNH GP Carlsbad LLC, a Delaware limited liability company (together, the “Additional Subsidiary Guarantors”), each a subsidiary of Diversified Healthcare Trust, a real estate investment trust organized and existin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-15319 DIVERSIFIED HEALTHCARE TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 04-3445278 (State of Organization) (I.

Diversified Healthcare Trust Announces Fourth Quarter 2022 Results SHOP Segment Occupancy Improves 380 Basis Points Year Over Year to 76.3% SHOP Segment Revenues Increase 14.2% Year Over Year Net Loss Attributable to Common Shareholders of $0.27 Per

Exhibit 99.1 FOR IMMEDIATE RELEASE Diversified Healthcare Trust Announces Fourth Quarter 2022 Results SHOP Segment Occupancy Improves 380 Basis Points Year Over Year to 76.3% SHOP Segment Revenues Increase 14.2% Year Over Year Net Loss Attributable to Common Shareholders of $0.27 Per Share Normalized FFO Attributable to Common Shareholders of $0.03 Per Share Newton, MA (March 1, 2023): Diversified

Subsidiaries of the Company. (Filed herewith.)

Exhibit 21.1 DIVERSIFIED HEALTHCARE TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation HRES2 Properties Trust Maryland SNH AL AIMO, Inc. Maryland SNH AL Crimson Tenant Inc. Maryland SNH AL Georgia Tenant LLC Maryland SNH AL Properties Trust Maryland SNH AL TRS, Inc. Maryland SNH ALT Leased Properties Trust Maryland SNH AZ Tenant LLC Maryland SNH BAMA Tenant

List of Subsidiary Guarantors. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.)

Exhibit 22.1 List of Guarantor Subsidiaries The following subsidiaries of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Trust”), jointly and severally and fully and unconditionally, guaranteed the Trust’s 9.75% Senior Notes due 2025 and the Trust’s 4.375% Senior Notes due 2031: Exact Name of Guarantor Subsidiary Jurisdiction CCC Alpha Investments Trust Maryland CCC De

FOURTH QUARTER 2022 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. Exhibit 99.2 Muse at Torrey Pines San Diego, CA Supplemental Q4 2022 2 CORPORATE INFORMATION Company Profile .....................................

dhc123122supplemental FOURTH QUARTER 2022 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED.

Supplemental Indenture, dated as of November 22, 2022, among the Company, certain subsidiaries of the Company named therein as guarantors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), related to 4.375% Senior Notes due 2031. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.)

Exhibit 4.15 SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 22, 2022, among SNH Carlsbad LP, a Delaware limited partnership, and SNH GP Carlsbad LLC, a Delaware limited liability company (together, the “Additional Subsidiary Guarantors”), each a subsidiary of Diversified Healthcare Trust, a real estate investment trust organized and existin