Form 8-K - 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 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.)

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. ¨

In this Current Report on Form 8-K, the terms “we”, “us”, and “our” refer to Diversified Healthcare Trust.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2023, our Board of Trustees, or the Board, appointed Christopher J. Bilotto as our President and Chief Executive Officer, effective January 1, 2024.

Mr. Bilotto, age 46, has been an executive vice president of our manager, The RMR Group LLC, or RMR, since October 2023, senior vice president of RMR from October 2020 to September 2023 and a vice president of RMR from 2016 to September 2020. Mr. Bilotto is responsible for overseeing portfolio management for all office, industrial and retail properties managed by RMR and hotel and senior living asset management, as well as development and redevelopment across the United States. Prior to joining RMR in 2011, Mr. Bilotto worked at General Growth Properties in various management roles. Mr. Bilotto currently serves as president and chief executive officer of Office Properties Income Trust, but he has resigned from those positions effective December 31, 2023.

There is no arrangement or understanding between Mr. Bilotto and any other person pursuant to which Mr. Bilotto was appointed as our President and Chief Executive Officer. There are no transactions, relationships or agreements between Mr. Bilotto and us that would require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Bilotto does not have a family relationship with any member of the Board or any of our executive officers.

Mr. Bilotto will replace Jennifer F. Francis, who is retiring from RMR on June 30, 2024, and therefore has resigned as our President and Chief Executive Officer, effective December 31, 2023.

In connection with Mr. Bilotto’s appointment as our President and Chief Executive Offer, we will enter into an indemnification agreement with Mr. Bilotto, which agreement will be on substantially the same terms as the indemnification agreements we have entered with our Trustees and other executive officers. We have previously filed a form of indemnification agreement as Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, which form is incorporated herein by reference.

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

Dated: November 20, 2023

Cover	Nov. 17, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 17, 2023
Entity File Number	001-15319
Entity Registrant Name	DIVERSIFIED HEALTHCARE TRUST
Entity Central Index Key	0001075415
Entity Tax Identification Number	04-3445278
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	Two Newton Place
Entity Address, Address Line Two	255 Washington Street
Entity Address, Address Line Three	Suite 300
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
City Area Code	617
Local Phone Number	796-8350
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest
Trading Symbol	DHC
Security Exchange Name	NASDAQ
Senior Notes Due 2042
Document Information [Line Items]
Title of 12(b) Security	5.625% Senior Notes due 2042
Trading Symbol	DHCNI
Security Exchange Name	NASDAQ
Senior Notes Due 2046
Document Information [Line Items]
Title of 12(b) Security	6.25% Senior Notes due 2046
Trading Symbol	DHCNL
Security Exchange Name	NASDAQ