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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):
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.) |
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts
02458-1634
(Address of Principal Executive Offices) (Zip Code)
617-796-8350
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title Of Each Class |
|
Trading Symbol(s) |
|
Name Of Each Exchange
On Which Registered |
| Common
Shares of Beneficial Interest |
|
DHC |
|
The
Nasdaq Stock Market LLC |
| 5.625%
Senior Notes due 2042 |
|
DHCNI |
|
The
Nasdaq Stock Market LLC |
| 6.25%
Senior Notes due 2046 |
|
DHCNL |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01. | Regulation FD Disclosure. |
On September 3, 2025, Diversified Healthcare Trust,
or the Company, posted to its website an investor presentation, a copy of which is attached hereto as Exhibit 99.1.
On September 3, 2025, the Company announced the
sale by AlerisLife Inc., or AlerisLife, of the management agreements for 116 senior living communities owned by the Company to seven different
operators, in connection with AlerisLife’s sale of all its assets and wind-down of its business. A copy of the Company’s press
release announcing these transactions is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 |
|
Investor Presentation dated September 3, 2025. (Furnished herewith.) |
| 99.2 |
|
Press Release dated September 3, 2025. (Filed herewith.) |
| 104 |
|
Cover Page Interactive Data File. (Embedded within the Inline XBRL document.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
DIVERSIFIED HEALTHCARE TRUST |
| |
|
| |
By: |
/s/ Matthew C. Brown |
| |
Name: |
Matthew C. Brown |
| |
Title: |
Chief Financial Officer and Treasurer |
Date: September 3, 2025
