Diversified Healthcare Trust 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes¨Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yesx No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T during thepreceding 12months (or for such shorter period that the registrant was required to submit such files).Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filerxNon-Accelerated filer☐Smaller reporting company☐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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐Nox The aggregate market value of the voting common shares of beneficial interest, $.01 par value, or common shares, of the registrant held by non-affiliates was approximately$660.4million based on the $3.05 closing price per common share on The Nasdaq Stock Market LLC on June 28, 2024. For purposes of this calculation, an aggregate of24,091,871 common shares held directly by, or by affiliates of, the trustees and the executive officers of the registrant have been included in the number of common shares held byaffiliates. Number of the registrant's common shares outstanding as of February21, 2025:241,271,703 References in this Annual Report on Form 10-K to the Company, DHC, we, us or our mean Diversified Healthcare Trust and its consolidated subsidiaries unless otherwiseexpressly stated or the context indicates otherwise. DOCUMENTS INCORPORATED BY REFERENCECertain information required by Items10, 11, 12, 13 and 14 of PartIII of this Annual Report on Form10-K is incorporated by reference to our definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120days after the fiscal year ended December31, 2024. Warning Concerning Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation ReformAct of1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe”,“expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: our efforts to manage costs and increase occupancy at our Senior HousingOperating Portfolio, or SHOP, communities; demand for medical office and life science leased space; our future leasing activity; marketdemand and supply for healthcare services for older adults and senior living communities; expected costs related to the transition of certainsenior living communities; our leverage; the sufficiency of our liquidity; our liquidity needs and sources; our ability to complete the debtfinancings we have executed term sheets for or are negotiating, and to obtain additional debt financing; our capital expenditure plans andcommitments; the transition of operations at certain of our senior living communities to new managers; our acquisitions and our pending orpotential property dispositions; our redevelopment, repositioning and construction activities and plans; and the amount and timing of futuredistributions. Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and aresubject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to di