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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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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 Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material under §.240.14a-12

Diversified Healthcare Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Notice of 2026 Annual Meeting
of Shareholders and Proxy Statement

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Wednesday, June 10, 2026 at 9:30 a.m., Eastern Time

Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/DHC2026

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LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES

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Dear Fellow Shareholders:

Please join us for our 2026 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Wednesday, June 10, 2026. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials to shareholders electronically expedites your receipt, while lowering costs and reducing environmental impact.

During 2025, we focused on executing strategic initiatives to strengthen our balance sheet, recycle capital, and improve the operating performance of our portfolio. We believe these efforts have meaningfully improved our financial flexibility and long-term positioning.

Over the course of the year, we sold 69 non-core properties for approximately $605 million of gross proceeds as part of our capital recycling program. We used these proceeds, together with cash on hand, to fully repay our 2026 zero coupon senior secured notes in December 2025. As a result, DHC ended the year with no debt maturities until 2028 and reduced leverage, which provides a multi-year runway to focus on operational execution and disciplined capital allocation.

2025 was also a transformative year for our senior housing operating portfolio (SHOP). We transitioned 116 SHOP communities formerly managed by AlerisLife to a diversified group of new operators. These transitions meaningfully repositioned our SHOP portfolio, establishing a strong foundation for future operational improvement. We believe these changes will lead to year-over-year gains in occupancy, rental rates, and total revenue, resulting in material growth in net operating income (NOI).

Within our medical office and life science portfolio, we maintained stable occupancy and executed meaningful total leasing activity at positive rent spreads. This portfolio continues to benefit from its mission-critical assets and provides diversification and stability across our platform.

The progress we made throughout 2025 was also reflected in the public markets, as we were the number one performing U.S. REIT in 2025, delivering total shareholder return of approximately 113%. We view this performance as validation of the strategic actions we have taken over the past two years.

As we enter 2026, our priorities remain focused on driving further operational improvements, maintaining balance sheet discipline, and optimizing our portfolio. We believe the progress we achieved during 2025 has generated strong momentum and positioned us with a stronger foundation to deliver future growth.

We thank you for your continued support and trust as we work to create long-term value for our shareholders.

March 19, 2026

				Christopher J. Bilotto			Dawn K. Neher
				Alan Felder			Adam Portnoy
				Phyllis M. Hollis			Jeffrey P. Somers
				Lisa Harris Jones

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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS OF DIVERSIFIED HEALTHCARE TRUST

	Location: Live Webcast Accessible at https://www.virtual shareholdermeeting.com/ DHC2026 Date: Wednesday, June 10, 2026 Time: 9:30 a.m., Eastern Time			Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Advisory vote to approve executive compensation; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2026 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting.
				Record Date: You can vote if you were a shareholder of record as of the close of business on March 16, 2026 (the “Record Date”).
				Attending Our 2026 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2026 Annual Meeting, our 2026 Annual Meeting will be a virtual meeting of shareholders which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2026 Annual Meeting. In order to attend and participate in our 2026 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on June 9, 2026.
				• Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2026 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card.
				• Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2026 Annual Meeting by visiting https://www.virtualshareholdermeeting.com/DHC2026 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Trustees, Lindsey Getz Secretary March 19, 2026

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	PLEASE VOTE			1
	PROXY SUMMARY			2
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			4
	Review of Corporate Governance Policies and Shareholder Engagement			4
	Board Composition, Expansion and Refreshment			4
	Process for Selecting Trustees			4
	ISG Corporate Governance Framework			5
	Shareholder Engagement and Outreach			6
	Sustainability			6
	Key Responsibilities of Our Board			12
	Our Board’s Role in Oversight of Risk Management			12
	Trustee Independence			14
	Executive Sessions of Independent Trustees			14
	Board Leadership Structure			14
	Lead Independent Trustee			15
	Code of Business Conduct and Ethics and Committee Governance			15
	Sustainability Policies			16
	Trustee Resignation Policy			16
	Insider Trading Policies and Procedures			16
	Prohibition on Hedging			16
	Recommendations for Trustees			16
	Communications with Our Board			17
	Shareholder Nominations and Other Proposals			17
	PROPOSAL 1: ELECTION OF TRUSTEES			18
	Trustee Nominees to be Elected at Our 2026 Annual Meeting			20
	Executive Officers			27
	BOARD COMMITTEES			28
	Audit Committee			28
	Compensation Committee			28
	Nominating and Governance Committee			28
	BOARD MEETINGS			29
	TRUSTEE COMPENSATION			29
	Compensation of Trustees			29
	Trustee Share Ownership Guidelines			29
	Fiscal Year 2025 Trustee Compensation			30
	OWNERSHIP OF OUR EQUITY SECURITIES			31
	Trustees and Executive Officers			31
	Principal Shareholders			32
	PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			34
	COMPENSATION DISCUSSION AND ANALYSIS			35
	Compensation Overview			35
	Compensation Philosophy			37
	Overview of 2025 Compensation Actions			38
	Analysis of 2025 Awards under the Share Award Plan			38
	Frequency of Say on Pay			40
	REPORT OF OUR COMPENSATION COMMITTEE			40
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			40
	EXECUTIVE COMPENSATION			41

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	Summary Compensation Table			41
	2025 Grants of Plan Based Awards			41
	2025 Outstanding Equity Awards at Fiscal Year End			42
	2025 Stock Vested			42
	Potential Payments upon Termination or Change in Control			43
	Pay Ratio			43
	Pay Versus Performance			43
	PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			47
	Audit Fees and All Other Fees			47
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			48
	Other Information			48
	REPORT OF OUR AUDIT COMMITTEE			49
	FREQUENTLY ASKED QUESTIONS			50
	RELATED PERSON TRANSACTIONS			55
	WARNING CONCERNING FORWARD-LOOKING STATEMENTS			56
	OTHER INFORMATION			57
	ANNEX A—CERTAIN RELATED PERSON TRANSACTIONS			A-1

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PROXY STATEMENT

The Board of Trustees (our “Board”) of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Company,” “we,” “us” or “our”), is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2026 annual meeting of shareholders. To provide all of our shareholders an opportunity to participate in our annual meeting, our annual meeting will be held virtually via live webcast on Wednesday, June 10, 2026, at 9:30 a.m., Eastern Time, subject to any postponements or adjournments (our “2026 Annual Meeting”). We are first making these proxy materials available to shareholders on or about March 19, 2026.

Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on March 16, 2026, (the “Record Date”), are entitled to notice of, and to vote at, our 2026 Annual Meeting and at any postponements or adjournments of the meeting. Holders of our Common Shares are entitled to one vote for each Common Share held as of the close of business on the Record Date. Our Common Shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”). At the close of business on March 16, 2026, there were approximately 242,121,025 Common Shares issued and outstanding.

The mailing address of our principal executive office is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 2026 ANNUAL MEETING TO BE HELD ON WEDNESDAY, JUNE 10, 2026.
		The Notice of 2026 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

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PLEASE VOTE

Please vote to participate in our decision making. Applicable exchange rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL	MORE INFORMATION	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	Page 18	✓ FOR ALL	Plurality of all votes cast*
2 Advisory vote to approve executive compensation**	Page 34	✓ FOR	Majority of all votes cast
3 Ratification of independent auditors**	Page 47	✓ FOR	Majority of all votes cast

Our Board has adopted a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will offer to resign from our Board and, in such circumstance, our Board will decide whether to accept or reject the resignation offer.

Non-binding advisory vote.

You can vote in advance in one of three ways:

	via the internet			Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern Time, on June 9, 2026 to authorize a proxy VIA THE INTERNET.
	by phone			Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern Time, on June 9, 2026 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
	by mail			Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern Time, on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

•

To review and download easy to read versions of our Proxy Statement and Annual Report.

•

To sign up for future electronic delivery to reduce the impact on the environment.

•

To register in advance to attend our 2026 Annual Meeting.

2026 Proxy Statement

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PROXY SUMMARY

This proxy summary highlights information which may be provided elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

ELIGIBILITY TO VOTE

You can vote if you were a shareholder of record at the close of business on March 16, 2026, the Record Date for our 2026 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 1)

You can vote by any of the following methods:

•

By Telephone or Internet. All shareholders of record can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.

•

By Written Proxy. All shareholders of record also can authorize a proxy to vote their shares by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice.

•

Electronically at our 2026 Annual Meeting. All shareholders of record may vote electronically at the meeting. Beneficial owners may vote electronically at our 2026 Annual Meeting if they have a 16 digit control number.

CORPORATE GOVERNANCE PRINCIPLES (Page 4)

We endeavor to observe and implement best practices in our corporate governance.

SUSTAINABILITY (Page 6)

We have a long-standing commitment to our shareholders and other stakeholders to conduct our business in an environmentally and socially responsible manner.

VOTING (Page 18, 34, and 47)

PROPOSAL	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	✓ FOR ALL	Plurality of all votes cast*
2 Advisory vote to approve executive compensation**	✓ FOR	Majority of all votes cast
3 Ratification of independent auditors**	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

With respect to Proposal 1, you may vote “FOR ALL” nominees, “WITHHOLD ALL” nominees or “FOR ALL EXCEPT” those nominees noted by you in the appropriate portion of your proxy card. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2 and 3.

2026 Proxy Statement

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PROPOSAL 1: ELECTION OF TRUSTEES (Page 18)

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Alan Felder, Lisa Harris Jones, Phyllis M. Hollis, Dawn K. Neher and Jeffrey P. Somers as Independent Trustees and Christopher J. Bilotto and Adam Portnoy as Managing Trustees. Presented below is the expected composition of our Board immediately following our 2026 Annual Meeting, assuming the election of our Trustee nominees.

NAME OF TRUSTEES	INDEPENDENT	COMMITTEE MEMBERSHIP
Christopher J. Bilotto		None
Alan Felder	✓	Audit Compensation
Lisa Harris Jones	✓	Audit Compensation Nominating and Governance
Phyllis M. Hollis	✓	Audit Compensation (Chair)
Dawn K. Neher	✓	Audit (Chair) Compensation
Adam Portnoy		None
Jeffrey P. Somers	✓	Audit Compensation Nominating and Governance (Chair)

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Page 34)

COMPENSATION DISCUSSION AND ANALYSIS (Page 35)

Our compensation structure is unique because of our relationship with our manager, The RMR Group LLC (“RMR”). Our business management agreement with RMR is designed to incentivize RMR to provide the highest quality services to us. Our Compensation Committee believes that our executive compensation program is appropriately designed to incentivize strong performance over the long term.

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS (Page 47)

2026 Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Review of Corporate Governance Policies and Shareholder Engagement

Our Board is committed to upholding the values of good corporate governance. In recognition of the relationship between corporate governance and long term performance, and as a result of our ongoing engagement with our shareholders, our Board continues to proactively evaluate our corporate governance principles. Based on these principles, our Board has, among other things:

•

conducted an annual shareholder outreach and engaged with shareholders who hold approximately 57% of our Common Shares;

•

adopted sustainability policies in connection with our efforts to lead a sustainable business and continue to improve our internal culture and the communities in which we operate; and

•

enhanced our compensation and sustainability disclosure and reporting in response to shareholder feedback.

Board Composition, Expansion and Refreshment

Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, have a variety of skills, professional experience and backgrounds and effectively represent the long term interests of our shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board regularly evaluates its composition, and our Board’s expansion and refreshment activities have created more skill mix and ensured a smooth transition as Trustees retire from our Board. We are currently governed by a seven member Board, including five Independent Trustees and two Managing Trustees. In 2025 and prior years, our Nominating and Governance Committee and our Board engaged Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee to identify and evaluate potential trustee candidates.

Process for Selecting Trustees

Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board pursuant to the following process.

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ISG Corporate Governance Framework

We follow the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies, as summarized below:

ISG Principle			Our Practice
Principle 1: Boards are accountable to shareholders.			• All of our Trustees stand for annual election. • We adopted a proxy access bylaw. • We have a resignation policy pursuant to which an incumbent Trustee who fails to receive a majority of votes cast in an uncontested election will offer to resign from our Board and, in such circumstance, our Board will decide whether to accept or reject the resignation offer.
Principle 2: Shareholders should be entitled to voting rights in proportion to their economic interest.			• We do not have a dual class structure; each shareholder gets one vote per share.
Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives.			• In 2025, we had a proactive shareholder outreach and had active engagements with shareholders owning approximately 57% of our Common Shares. • Our engagement topics included business strategies, governance reform priorities, sustainability and social strategy, Board composition, leadership and refreshment, succession planning and executive compensation program disclosure.
Principle 4: Boards should have a strong, independent leadership structure.			• We have a Lead Independent Trustee with clearly defined duties and robust responsibilities that are disclosed to shareholders. • Our Board considers the appropriateness of its leadership structure at least annually. • All of our committees are comprised solely of Independent Trustees.
Principle 5: Boards should adopt structures and practices that enhance their effectiveness.			• 71% of Board members are independent. • We have an active Board refreshment plan and we consider candidates with a variety of skills, qualifications, viewpoints and backgrounds; we consult with an executive search and consulting firm as needed to identify and evaluate candidates. • Our Trustees attended at least 75% of all Board and applicable committee meetings in 2025, and seven of our eight Trustees then in office attended the 2025 annual meeting of shareholders.
Principle 6: Boards should develop management incentive structures that are aligned with the long term strategy of the company.			• Our Compensation Committee annually reviews and approves incentive compensation program design, goals and objectives for alignment with compensation and business strategies. • Although we do not pay any cash compensation directly to our officers and have no employees, we have adopted our Second Amended and Restated 2012 Equity Compensation Plan (our “Share Award Plan”) to reward our named executive officers and other employees of RMR who provide services to us and to align their interests with those of our shareholders. • RMR’s compensation is tied to our performance.

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Shareholder Engagement and Outreach

We conduct shareholder outreach throughout the year to engage with shareholders on issues important to them. Our Board receives reports on this engagement as well as any specific issues to be addressed.

Sustainability

Overview. Our business strategy for our life science and medical office portfolio (our “Office Portfolio”) incorporates a focus on sustainable approaches to operating these properties in a manner that benefits our shareholders, tenants and the communities in which we are located. We seek to operate those properties in ways that improve the economic performance of their operations, while simultaneously ensuring tenant comfort and safety and managing energy and water consumption, as well as greenhouse gas emissions.

Our strategy for our senior housing operating portfolio (“SHOP”) is to work with our SHOP managers, to prioritize the safety and well-being of our residents, while also seeking to maximize the operating efficiencies of our senior living communities.

Our environmental, social and governance initiatives for our Office Portfolio are primarily implemented by our manager, RMR, and for our SHOP, by our operators and focus on a complementary set of objectives, including the following:

•

Responsible Investment: We seek to invest capital in our properties that both improves environmental performance and enhances asset value. During the acquisition of properties, RMR assesses, among other things, environmental sustainability opportunities and physical and policy driven climate related risks as part of the due diligence process.

•

Environmental Stewardship: We seek to improve the environmental footprint of our properties, including by reducing greenhouse gas emissions, energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties’ competitive position. As a result of these ongoing efforts RMR has helped in generating the following portfolio-wide achievements for our Office Portfolio:

○

Certifying more than 1.2 million square feet across 14 properties through the Environmental Protection Agency’s (“EPA”) ENERGY STAR® program, representing 28.1% of ENERGY STAR certification-eligible square feet;

○

Benchmarking 2.4 million square feet across 31 properties, using the EPA’s ENERGY STAR® Portfolio Manager tool;

○

Certifying 1.8 million square feet of our properties as Leadership in Energy and Environmental Design (“LEED”) certified properties, a certification program by the U.S. Green Building Council that recognizes performance in location and planning, sustainable site development, water savings, energy efficiency, materials selection, waste reduction, indoor environmental quality, innovative strategies and attention to priority regional issues. 1.4 million square feet are certified to a LEED Gold level; and

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○

Earning recognition as a Gold-Level 2024 Green Lease Leader by the U.S. Department of Energy’s Better Buildings Alliance and the Institute for Market Transformation for leasing activities that include lease clauses that promote energy efficiency and increased collaboration between tenant and landlord aiming to reduce the carbon footprint and operating costs of our properties.

In 2022, RMR announced its “Zero Emissions Promise.” For all properties for which RMR directly manages energy, which includes 37 properties in our Office Portfolio, RMR is committing to a goal of net zero by 2050 and a 50% reduction by 2029 from a 2019 baseline as it relates to scope 1 and 2 emissions. RMR’s 50% reduction commitments have been validated by the Science-based Targets Initiative. We believe that our properties that fall within RMR’s operational carbon neutrality commitments will benefit from these emissions reduction efforts and that achieving net zero emissions will occur through a combination of strategic capital investments in energy efficiency, stakeholder engagement to promote sustainable behavior, deployment of onsite solar and the purchase of energy from renewable sources.

•

Quality of the Resident Experience in our SHOP properties: Our operators provide comprehensive resident enrichment programs and memory care programming designed to provide our residents fulfilling lives and positive experiences at our communities.

○

Certifying more than 701,000 square feet of SHOP properties through the EPA ENERGY STAR® program.

•

Investments in Human Capital: We have no employees of our own. We rely on our manager, RMR, to hire, train, and develop a workforce that meets the needs of our business, contributes positively to our society and helps reduce our impact on the natural environment.

RMR

RMR employs approximately 860 real estate professionals across the United States. In 2025, RMR was recognized as a 2025 USA Today Top Workplace. In 2024, RMR was recognized by GlobeSt. as one of commercial real estate’s Best Places to Work, by Commercial Property Executive as 11th on its list of Top Commercial Property Management Companies and by the EPA as an “ENERGY STAR Partner of the Year, Sustained Excellence.” In 2023, RMR was recognized by The Boston Globe for the fourth consecutive year as one of The Top Places to Work in Massachusetts in the Large Employers category. In 2021, RMR received the Excellence Award from the Institute of Real Estate Management.

RMR’s recruiting programs, on-boarding, retention programs and its development and ongoing training programs currently include the following:

○

Leading with Impact: Since 2016, RMR hosted Leading with Impact workshops for managers throughout the company to expand their perspectives and increase their confidence as a new manager. Within their first year, managers complete the workshop and learn how to effectively delegate, solve problems and give meaningful performance feedback.

○

Tuition Reimbursement Program: RMR offers tuition assistance up to $20,000 annually for work-related education from accredited colleges and universities in order to deepen employees’ skillsets and support personal enrichment.

○

Internship Program: RMR offers hands-on experience across a wide array of disciplines that are critical to the success of its organization. Interns have the opportunity to contribute to and learn from teams operating within RMR’s accounting, asset management, real estate development, energy and sustainability, information technology, investor relations and human resources departments.

RMR also prioritizes ongoing education and training for all employees across their organization as follows:

○

Engineering Apprenticeship Program: Given the increasing challenges within the real estate industry of attracting a qualified pool of engineers throughout the country, RMR made it a strategic priority to develop the next generation of qualified building engineers. RMR’s Engineering Apprenticeship Program standardizes the recruitment and development of

2026 Proxy Statement

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engineering candidates to prepare them for open positions and to plan for future engineering needs. RMR recruits from various trade schools and job fairs to identify candidates for the two-year program with a curriculum that includes specific onboarding plans for training in electrical, heating, ventilation and air conditioning (“HVAC”), or plumbing trades and covers a range of essential engineering staff development topics.

○

Industry Associations & Credentials: In order to further their professional development, many of RMR’s employees seek out credentials and association memberships, with any membership costs reimbursed by RMR. Examples of credentials and association memberships include: Building Owners and Managers Association Membership and Event Participation, Certified Property Manager, Certified Public Accountant, National Association of Industrial and Office Properties, LEED Accredited Professional, Certified Energy Manager and Fitwel Ambassador.

•

Board and Management Composition: Our Board and its committees reflect an overall balance of professional background, knowledge, experience, perspective, skill and expertise. RMR is an equal opportunity employer that believes workforce excellence starts at the highest levels of its organization and extends to every employee within the organization. Members of our Board and RMR’s leadership teams are comprised of individuals who exhibit ethics and integrity, have business acumen, sound judgment and a strong record of achievements.

•

Inclusive Work Culture: We believe an inclusive workplace positions RMR to achieve extraordinary results for our company. RMR seeks to attract and retain top talent through an inclusive work culture with leadership programs and initiatives like Leading with Impact, the RMR internship programs and other internal investments in broad-based training and development.

To Learn more about RMR’s and our sustainability initiatives, visit www.rmrgroup.com/corporate-sustainability.

SHOP Managers

All SHOP managers strive to provide a high quality workplace experience and competitive total rewards program for their team members.

Sustainability Accounting Metrics. The following disclosures are informed by the guidance of the Sustainability Accounting Standards Board (“SASB”) Industry Standard for Real Estate Version 2023-06. To the extent an accounting metric, as defined by the SASB Standard, is not applicable to our portfolio or data to report on the applicable accounting metric is not available to us, we have not made any disclosure.

For the following disclosures, our properties are reported in two segments, our Office Portfolio and our SHOP and is consistent with how these properties and our operating results are presented in our other SEC filings. The information presented is as of December 31, 2025, unless otherwise noted. Additionally, for all sustainability accounting metrics, Same Property includes properties owned continuously since January 1, 2024 and excludes properties classified as held for sale, closed or out of service undergoing redevelopment, if any, thirty-seven non-segment properties and two unconsolidated joint ventures that own medical office and life science properties with an aggregate of approximately 204,688 rentable square meters in which DHC owns an equity interest.

CODE

METRIC

VALUE
(Office
Portfolio)

VALUE
(SHOP)

IF-RE-130a.1

Energy Consumption Data Coverage as a Percentage of Floor Area (%)

49.1%

68.7%

IF-RE-130a.2(1)

Total Energy Consumed by Portfolio Area with Data Coverage (GJ)

266,021

931,036

IF-RE-130a.2(2)

Percentage of Total Energy from Grid Electricity (%)

82.7%

70.4%

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CODE

METRIC

VALUE
(Office
Portfolio)

VALUE
(SHOP)

IF-RE-130a.2(3)

Percentage of Total Energy from Renewable Source (%)

0.0%

IF-RE-130a.3

Like-for-Like Percentage Change in Energy Consumption (%)

-7.6%

-3.1%

IF-RE-130a.4(1)

Percentage of Eligible Portfolio that has an Energy Rating (%)

45.5%

43.9%

IF-RE-130a.4(2)

Percentage of Eligible Portfolio that is Certified to ESTAR (%)

28.1%

9.8%

IF-RE-130a.5

Description of how building energy management considerations are integrated into property investment analysis and operational strategy

See description below table.

IF-RE-140a.1(1)

Water Withdrawal Data Coverage as a Percentage of Total Floor Area (%)

48.3%

69.3%

IF-RE-140a.1(2)

Water Withdrawal Data Coverage as a Percentage of Floor Area in Water Stress Regions (%)

62.0%

67.8%

IF-RE-140a.2(1)

Total Water Withdrawn by Portfolio Area with Data Coverage (km3)

343.1

2,177.9

IF-RE-140a.2(2)

Percentage of Water Withdrawn in Regions with High or Extremely High Water Stress (%)

54.8%

41.4%

IF-RE-140a.3

Like-for-Like Percentage Change in Water Withdrawn (%)

-8.8%

-3.1%

IF-RE-140a.4

Description of water management risks and discussion of strategies and practices to mitigate those risks

See description below table.

IF-RE-410a.1(1)

Percentage of New Leases That Contain a Cost Recovery Clause (%)

92.5%

IF-RE-410a.1(2)

Associated leased floor area, by property sector (m2)

33,458

IF-RE-410a.3

Discussion of approach to measuring,
incentivizing and improving sustainability
impacts of tenants

See comments below table.

IF-RE-450a.1

Area in 100-year flood zone (m2)

20,754

206,065

IF-RE-450a.2

Description of climate change risk exposure analysis, degree of systematic portfolio exposure, and strategies for mitigating risks

See description below table.

IF-RE-000.A

Number of Assets

102

232

IF-RE-000.B

Leasable Floor Area (m2)

799,888

2,312,301

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CODE

METRIC

VALUE
(Office
Portfolio)

VALUE
(SHOP)

IF-RE-000.C

Indirectly Managed Assets (%)

39.6%

100%

IF-RE-000.D

Average Occupancy Rate (%)

85.7%

78.1%

SASB Accounting Metric Code: IF-RE-130a.5: Energy management integration discussion.

RMR deploys on our behalf energy management best practices at our Office Portfolio, which include:

○

Centralized utility bill processing and payment system;

○

ENERGY STAR® benchmarking and certifications;

○

Real-time energy monitoring;

○

Daytime and nighttime energy audits;

○

Light Emitting Diodes lighting upgrades;

○

Annual energy engagement competitions;

○

Energy performance training for property operations teams;

○

Utilize green lease language, where possible, to promote mutual commitment to environmentally friendly practices and operational efficiencies with our tenants;

○

Energy performance review for end-of-life HVAC equipment replacements; and

○

Exposure to and compliance with Building Performance Standards (“BPS”) laws.

As a result of these energy management efforts, we have reduced energy and water usage helping to generate both economic and environmental benefits.

Some cities and states in which we own properties require annual whole-building energy and water use disclosure or achieving certain energy or emissions performance standards. In these jurisdictions, RMR engages with tenants to collect and report any direct tenant-paid energy and water consumption and with operators to request compliance documentation. RMR’s programs also aid in complying with BPS by actively seeking out cost effective ways to reduce energy and emissions across properties managed by them and where tenants directly manage energy.

SASB Accounting Metric Code: IF-RE-140a.4: Water management integration discussion.

On our behalf, RMR supports water management practices at our Office Portfolio that reduce operating costs as well as our impact on the consumption of natural resources. Water usage is managed by benchmarking water performance to establish a baseline and to measure performance improvements resulting from conservation measures. Water benchmarking is performed through the EPA’s ENERGY STAR® Portfolio Manager online platform.

Some cities and states in which we own properties require annual whole-building energy and water use disclosure. In these jurisdictions, RMR engages with tenants to collect and report any direct tenant-paid energy and water consumption for our Office Portfolio.

RMR also routinely implements water efficiency and water use reduction projects for our Office Portfolio, which include upgrades to indoor plumbing fixtures, low-flow water closets and urinals, low-flow flush valves, low-flow automatic faucet controls, low-flow faucet aerators and shower heads, water-efficient landscaping, cooling tower water management and leak detection and notification.

SASB Accounting Metric Code: IF-RE-410a.3: Description of approach to measuring, incentivizing, and improving sustainability impacts of tenants.

On our behalf, RMR seeks to provide best-in-class Office Portfolio operations and healthy, efficient environments for our tenants and encourage continual engagement that promotes long lasting relationships and sustainable behaviors.

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RMR has internal policies that govern environmentally responsible property operations. We also utilize green lease language, where possible, to promote mutual commitment to environmentally friendly practices and operational efficiencies with our tenants. These efforts earned us Green Lease Leader Gold recognition in 2021 through 2025.

RMR prioritizes LEED certification and recertification projects by reviewing a variety of sustainability and leasing criteria such as high ENERGY STAR® scores and access to public transportation and near-by amenities. We believe that taking the initiative to submit for and attain LEED certification adds value to our properties and enhances tenant satisfaction, which reflects our commitment to environmental sustainability.

SASB Accounting Metric Code: IF-RE-450a.2: Description of climate change risk exposure analysis, degree of systematic portfolio exposure, and strategies for mitigating risks.

We define climate change resilience as our ability to anticipate, prepare for and recover from adverse physical climate activity such as increased severity of acute weather events and chronic changes to weather patterns as well as identify and plan for climate-related transitional activities such as changes in policy and market-driven expectations.

In preparation for and in response to property-level natural hazards, RMR utilizes dynamic geographic mapping tools which allows them to quickly assess the risk to our Office Portfolio from the rapidly changing natural hazards related to coastal and river flooding and other potential adverse impacts that may occur from named storms.

In advance of a natural hazard event, RMR directs resources to our Office Portfolio identified as potentially impacted through these mapping tools. The resources made available include access to senior management and mobilization of equipment and personnel. Rapid response personnel may also be directed to properties after a weather event has occurred.

Properties susceptible to inundation from flood waters are evaluated routinely. The evaluation may include implementing tenant and local agency coordination protocols, property incident response plan reviews, insurance provider assessments and the implementation of physical protection elements, such as flood and wind protection barriers.

We routinely utilize technology to evaluate our properties for energy and water performance. Such activities support lower operating expenses, improve comfort for our tenants and reduce our exposure to impacts from policies targeting building energy performance and greenhouse gas emissions.

Our portfolio strategy includes the development of hazard and vulnerability assessments of our existing properties and scenario planning and economic risk reviews of property development opportunities over long term ownership periods. In 2021 RMR, in coordination with a third party consultant, began physical climate scenario analyses for substantially all our properties. In 2024 and early 2025, RMR refreshed these analyses. The climate scenario assessments under evaluation include current physical climate risk exposure and assessments of future physical climate risk exposure models that consider a “business as usual” approach, a 2.0°C emissions mitigation approach in line with the Paris Climate Agreement and a “middle” approach, all based on the Intergovernmental Panel on Climate Change (“IPCC”) fifth Assessment Report (“AR”) Representative Concentration Pathways 8.5, 2.6, and 4.5, respectively, mapped to the latest IPCC AR6 Shared Social Economic Pathways (“SSP”) SSP1, SSP2 and SSP5, respectively. The following table summarizes physical and transitional climate change risks and opportunities identified for our portfolio.

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	Risks				Opportunities
	• Over time, chronic or acute climate stressors such as extreme heat, increased precipitation, inland flooding or storm surges could lead to the need for capital investments to meet landlord commitments or improve asset resilience. • Increases in regional water stress may lead to water use restrictions and impact our operators’ and tenants’ ability to provide services to their guests and patrons. • Energy or emissions performance standards require capital investments to meet standards and offset regulatory fines. • Maintaining comfort for vulnerable populations may become more costly for SHOP managers. • Maintaining electrical power during climate disasters is critical.				• Energy-efficient, low-carbon footprint and climate change resilient properties may be in high demand, increasing revenue potential. • Onsite solar power generation can drive down utility expenses and provide clean energy and covered parking for tenants. Battery energy storage may further reduce operating expenses and contribute to an increase of localized grid reliability. • Innovative solutions such as smart buildings, healthy buildings and buildings with sought-after amenities such as and electric vehicle (“EV”) charging stations may attract high-quality, investment-grade tenants. • Senior living communities provide safe environments during climate-related emergencies.

Key Responsibilities of Our Board

Oversight of Strategy

Oversight of Risk

Succession Planning

✓

Our Board oversees and monitors strategic planning.

✓

Business strategy is a key focus of our Board and embedded in the work of Board committees.

✓

Company management is charged with executing our business strategy and provides regular performance updates to our Board.

✓

Our Board oversees risk management.

✓

Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.

✓

Company management is charged with managing risk, through robust internal processes and effective internal controls.

✓

Our Board oversees succession planning and talent development for executive officers.

✓

Our Nominating and Governance Committee makes an annual report to our Board on succession planning.

✓

In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.

Our Board’s Role in Oversight of Risk Management

Our Board is elected by our shareholders to, among other things, oversee our business and long term strategy. As part of fulfilling its responsibilities, our Board oversees the maintenance of appropriate financial and other internal controls and our compliance with applicable laws and regulations. Inherent in these responsibilities is our Board’s understanding and oversight of the various risks we face. Our Board considers that risks should not be viewed in isolation and should be a primary consideration in each of our business decisions and as part of our overall business strategy.

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Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. Our day to day business is conducted by our manager, RMR, and RMR and our officers are responsible for incorporating risk management in their activities. Our management and our internal audit provider regularly meet with our Audit Committee and provide us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees regularly review a wide range of reports provided by RMR and other service providers, including:

•

reports on market and industry conditions;

•

operating and regulatory compliance reports;

•

financial reports;

•

reports on risk management and our sustainability activities and initiatives;

•

regulatory and legislative updates that may impact us;

•

reports on the security of our information technology processes and our data and the use of artificial intelligence; and

•

legal proceeding updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with our executive officers, our internal audit provider, legal counsel, our independent auditors and other professionals, as appropriate.

Our Audit Committee leads our Board in fulfilling its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity, the use of artificial intelligence, and our compliance with legal and regulatory requirements. Our Board and Audit Committee review reports annually from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting, and at other times, as may be warranted. In 2025, our Audit Committee engaged PricewaterhouseCoopers LLP to serve as our internal audit provider. Our Audit Committee also annually reviews an internal audit plan developed by our internal audit provider with the goal of helping our Board systematically evaluate the effectiveness of our risk management, control and governance processes. Our Audit Committee meets at least quarterly and reports its findings and results of its monitoring and oversight activities to our Board from time to time as needed. Our Audit Committee also meets quarterly with our internal audit provider to review the results of its audits and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management, as it determines appropriate.

Our Audit Committee receives annual reports from our management regarding cybersecurity risks and countermeasures being undertaken or considered by RMR and by us, including updates on the internal and external cybersecurity landscape and relevant technical developments, such as advances in the use of artificial intelligence, and more frequent reports as it may direct or as needed. RMR has conducted an external assessment of its cybersecurity controls using a qualified third party. In addition, RMR’s cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. RMR conducts annual data security education and testing for its employees, including RMR employees who provide services to us, in addition to penetration testing and unannounced email phishing exercises.

Our Compensation Committee evaluates RMR’s performance under our business and property management agreements, including any perceived risks created by compensation arrangements, including our share award program. Our share award program requires share awards to executive officers and other RMR employees to vest over a period of years, which we believe mitigates any incentives for our management to undertake undue risks and encourages our management to make long term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is limited.

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To learn more about the risks we face, you can review the matters discussed in Part I, Item 1A. “Risk Factors” and “Warning Concerning Forward-Looking Statements” in our Annual Report to Shareholders for the fiscal year ended December 31, 2025 (the “Annual Report”). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Trustee Independence

Under the corporate governance listing standards of the Nasdaq and our governing documents, our Board must consist of a majority of Independent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR, are not involved in our day to day activities and who meet the qualifications for independence under the applicable rules of the Nasdaq and the SEC.

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the applicable Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee’s relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee’s standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, our Board has determined that Alan Felder, Lisa Harris Jones, Phyllis M. Hollis, Dawn K. Neher and Jeffrey P. Somers currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In making these independence determinations, our Board reviewed and discussed additional information provided by us and the Trustees with regard to each of the Trustees’ relationships with us, RMR or The RMR Group Inc. (“RMR Inc.”), the managing member of RMR, and the other companies to which RMR provides management services (the “RMR Clients”). Our Board has concluded that none of these five Trustees possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Executive Sessions of Independent Trustees

Pursuant to our Governance Guidelines, our Independent Trustees meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet with our executive officers, other representatives of RMR, as necessary or appropriate, and with our independent auditors. Our lead Independent Trustee presides over such meetings, unless the Independent Trustees determine otherwise.

Board Leadership Structure

All Trustees play an active role in overseeing our business both at our Board and Board committee levels. As set forth in our Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing our Company and our business strategy. Our Trustees are skilled and experienced leaders and currently serve or have served in governmental roles, as members of senior management in public and private for profit and nonprofit organizations and law firms, and have also served in academic roles. Our Trustees may be called upon to provide solutions to various complex issues and ask hard questions of our management and other advisors. Our Board is small, which facilitates open and informal discussions and communication among Trustees and with our executive officers and other advisors.

Adam Portnoy serves as Chair of our Board. Our Board believes that Mr. Portnoy’s leadership of RMR and extensive familiarity with our day to day business provide valuable insight for our Board.

Five of our Trustees are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of our Audit Committee, Nominating and Governance Committee and Compensation Committee are independent under the applicable rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our

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Trustees are Managing Trustees, persons who have been employees, officers or directors of RMR or RMR Inc., or who have been involved in our day to day activities for at least one year prior to his or her election as Trustees.

Lead Independent Trustee

We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Ms. Harris Jones serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, robust responsibilities that include:

•

assisting our Board in evaluating its effectiveness;

•

presiding at all meetings of our Board at which the Chair of our Board or a Managing Trustee is not present;

•

presiding at all meetings and executive sessions of the Independent Trustees;

•

having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;

•

serving as the principal liaison between the Independent Trustees and our senior management team;

•

assisting our Compensation Committee in its annual evaluation of the performance of our management and of our manager, RMR;

•

considering suggestions for meeting agenda items from other Independent Trustees;

•

with our Nominating and Governance Committee and Chair of our Board, monitoring and coordinating with our management on corporate governance issues and developments;

•

authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and

•

if requested, and in coordination with the Chair of our Board and our management, being reasonably available for consultation and direct communication with shareholders.

Code of Business Conduct and Ethics and Committee Governance

Our Board is committed to corporate governance that promotes the long term interests of our shareholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted a Code of Business Conduct and Ethics (the “Code”) to, among other things, provide guidance to our board members, officers and RMR employees and ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code, information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code, and how to communicate with our Trustees individually or as a group. To access these documents on our website visit www.dhcreit.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of the Code that apply to the principal executive officer, principal financial officer or controller, or persons performing similar functions, by posting such information on our website.

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Sustainability Policies

Our Board has adopted the following policies in connection with our efforts to lead a sustainable business and to continue to improve our internal culture and the communities in which we operate: Employee Health and Wellness, Human Rights, Philanthropy and Business Partners’ Code of Conduct. These policies reflect our core culture of integrity and mutual respect as well as our commitment to caring for our tenants, residents, guests and the individuals who provide services to us as well as for the communities in which we operate. Our Employee Health and Wellness policy is designed to protect the health and wellbeing of all individuals in our workplace; our Human Rights policy is designed to promote a culture of mutual respect for people, communities and our planet; our Philanthropy policy sets forth our and RMR’s commitment to investing in our communities through a variety of philanthropic engagements; and our Business Partners’ Code of Conduct sets forth our expectations for our and RMR’s business partners to conduct business in an ethical manner that promotes the accomplishment of our goals. For additional information regarding our sustainability policies, see the “Sustainability” section beginning on page 6 of this Proxy Statement.

Trustee Resignation Policy

Our Governance Guidelines provide that if an incumbent Trustee does not receive a majority of the votes cast in an uncontested election, the Trustee will offer to resign from our Board. In such circumstance, our Nominating and Governance Committee will make a recommendation to our Board on whether to accept or reject the resignation offer, or whether other action should be taken. Our Board will act on the resignation offer taking into account the recommendation of our Nominating and Governance Committee and make its decision within 90 days following the certification of the election results.

Insider Trading Policies and Procedures

We have adopted Insider Trading Policies and Procedures (our “Insider Trading Policy”) governing the purchase, sale, and other dispositions of our securities by our Trustees and officers, directors, officers and employees of RMR and our Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. In general, our Insider Trading Policy prohibits us and our Trustees and officers, directors and officers of RMR Inc., officers and employees of RMR and related persons from trading in our securities while aware of material, nonpublic information about us. Our Insider Trading Policy also prohibits our Trustees and Executive Officers, directors of RMR Inc. and executive officers of RMR from transacting in our securities during certain designated blackout periods. In addition, our Trustees, RMR Inc.’s directors and certain of our Company’s and RMR’s senior officers are required to obtain approval in advance of transactions in our securities. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Prohibition on Hedging

Our Insider Trading Policy expressly prohibits members of our Board and our officers from engaging in hedging transactions involving our securities.

Recommendations for Trustees

Shareholders who would like to recommend a Trustee nominee should submit their recommendations in writing by mail to the Chair of our Nominating and Governance Committee, c/o Secretary, Diversified Healthcare Trust, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@dhcreit.com. Any such recommendation should include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. Our Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the

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nominee. Recommendations by shareholders will be considered by our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Communications with Our Board

Our Board has established a process to facilitate communication by shareholders and other interested parties with our Trustees, individually or as a group. Communications should be addressed to our Trustees or the Trustee for whom the communication is intended, in care of our Secretary, Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@dhcreit.com.

Shareholder Nominations and Other Proposals

Deadline to Submit Proposals Pursuant to Rule 14a-8 for the 2027 Annual Meeting of Shareholders: Shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at our principal executive office on or before November 19, 2026 in order to be eligible to be included in the proxy statement for the 2027 annual meeting of shareholders; provided, that, if the date of the 2027 annual meeting of shareholders is more than 30 days before or after June 10, 2027, such a proposal must be submitted within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.

Deadline to Submit Trustee Proxy Access Nominations for the 2027 Annual Meeting of Shareholders: Under our proxy access bylaw, a shareholder or a group of up to 20 shareholders owning at least three percent of our outstanding Common Shares continuously for at least three years may nominate and include in our proxy materials for the 2027 annual meeting of shareholders Trustee nominees constituting up to the greater of two nominees or 20% of the number of Trustees serving on our Board. In addition, the shareholder(s) and nominee(s) must satisfy the informational, documentation and other requirements specified by Section 2.18 of our bylaws (our “Bylaws”). Notice of a proxy access nomination for consideration at our 2027 annual meeting of shareholders must be delivered to or mailed and received at our principal executive office not later than November 19, 2026 and not earlier than October 20, 2026.

Deadline to Submit Other Nominations and Proposals for the 2027 Annual Meeting of Shareholders under our Bylaws: To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act and outside of the proxy access bylaw at the 2027 annual meeting of shareholders must be delivered to our Secretary at our principal executive office, in accordance with the requirements of our Bylaws, not later than 5:00 p.m., Eastern Time, on November 19, 2026 and not earlier than October 20, 2026; provided, that, if the date of the 2027 annual meeting of shareholders is more than 30 days earlier or later than June 10, 2027, then a shareholder’s notice must be so delivered not later than 5:00 p.m., Eastern Time, on the tenth day following the earlier of the day on which (i) notice of the date of the 2027 annual meeting of shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 2027 annual meeting of shareholders is first made by us. Shareholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Bylaws, which include, among other things, requirements as to the shareholder’s timely delivery of advance notice, continuous requisite ownership of our Common Shares and holding of a share certificate for such shares at the time of the advance notice, the record date for determining shareholders entitled to vote at the annual meeting and at the time of the annual meeting.

The foregoing description of the deadlines and other requirements for shareholders to submit a nomination for election to our Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. Copies of our Declaration of Trust and Bylaws, including the requirements for proxy access or other shareholder nominations and other shareholder proposals, may be obtained by writing to our Secretary at Diversified Healthcare Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC’s website, www.sec.gov. Any shareholder considering making a nomination or proposal should carefully review and comply with those provisions.

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PROPOSAL 1: ELECTION OF TRUSTEES

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Alan Felder, Lisa Harris Jones, Phyllis M. Hollis, Dawn K. Neher and Jeffrey P. Somers as Independent Trustees and Christopher J. Bilotto and Adam Portnoy as Managing Trustees. Each Trustee nominee currently serves on our Board.

If elected, each nominee would serve until our 2027 annual meeting of shareholders and until his or her successor is duly elected and qualifies, subject to the individual’s earlier death, resignation, retirement, disqualification or removal.

We expect that each Trustee nominee will be able to serve if elected. However, if a Trustee nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by our Board.

Board of Trustees’ Qualifications and Experience

Our Trustees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications, viewpoints and backgrounds that strengthen their ability to carry out their oversight role on behalf of our shareholders.

	SKILLS AND EXPERIENCES
	Risk oversight/management expertise			Familiarity with the public capital markets
	Accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry			Knowledge of the asset management industry, commercial real estate (“CRE”) industry and real estate investment trusts (“REITs”), including medical office, life sciences and senior living markets
	Corporate Governance			Understanding of healthcare policy, trends and regulations, and medical office, life science and healthcare business trends
	Sustainability			Service on other public company boards and committees
	Experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing

	CORE QUALIFICATIONS AND EXPERIENCES
	High standards of integrity and ethics			Wide ranging perspectives, backgrounds and experiences, including professional background and skills
	Business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and ability to make independent analytical inquiries			Commitment to serve on our Board over a period of years in order to develop knowledge about our operations and have sufficient time and availability to devote to Board and committee matters
	Strong record of achievements, including work experience with a proven record of success

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Snapshot of 2026 Board Nominees

Presented below is a snapshot of the expected composition of our Board immediately following our 2026 Annual Meeting, assuming the election of our Trustee nominees. Our Board of Trustees believes that, collectively, our Trustees exhibit an effective mix of qualifications and experience.

A plurality of all the votes cast is required to elect a Trustee at our 2026 Annual Meeting.

The names, principal occupations and certain other information regarding our Trustee nominees that led our Nominating and Governance Committee and our Board to conclude that such persons are qualified to serve as Trustees are set forth on the following pages.

Our Board of Trustees recommends a vote of “FOR ALL” for the election of all Trustee nominees.

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Trustee Nominees to be Elected at Our 2026 Annual Meeting

Christopher J. Bilotto, 48, Managing Trustee

[MISSING IMAGE: ph_christopherjbilotto-bwlr.jpg]

TRUSTEE SINCE 2024
PRESIDENT AND CHIEF
EXECUTIVE OFFICER SINCE 2024
BOARD COMMITTEES
None

PROFESSIONAL EXPERIENCE:

• Our President and Chief Executive Officer since 2024.

• Executive Vice President of RMR Inc. since January 2026 and Executive Vice President of RMR since 2023, where he is responsible for acquisitions, asset management for all hotel and senior living properties, as well as development and redevelopment across the United States. Prior to that, Mr. Bilotto served as Senior Vice President of RMR from 2020 to 2023 and Vice President from 2016 to 2020 after joining RMR in 2011. Mr. Bilotto’s prior responsibilities at RMR included serving as Senior Area Director of RMR LLC’s West Region.

• President and chief executive officer of Service Properties Trust since 2025.

• Former chief executive officer of Office Properties Income Trust from October 2023 to December 2023, president from 2021 to December 2023, chief operating officer from 2020 to 2023 and vice president from 2019 to 2020.

• Previously held various management roles for shopping malls and mixed-use assets in New Mexico, Arizona and California at General Growth Properties.

• Member of the National Association of Office and Industrial Properties.

OTHER RMR PUBLIC CLIENT BOARDS(1):

• Service Properties Trust (since 2025)

OTHER NON-RMR MANAG

SEC Form DEF 14A filed by Diversified Healthcare Trust