DIVERSIFIED HEALTHCARE TRUST 8-K

What Happened

• On January 14, 2026, Diversified Healthcare Trust (DHC) announced it incurred an incentive management fee of $17.9 million for the 2025 calendar year under its Business Management Agreement with The RMR Group LLC. The fee is payable in cash by January 30, 2026 and will be recognized as an expense in DHC’s financial statements for the year ended December 31, 2025. The fee was measured by DHC’s total shareholder return (TSR) exceeding the TSR of the MSCI U.S. REIT/Health Care REIT Index for the three‑year period ended December 31, 2025.
• Separately, on January 9, 2026, DHC received a $27.2 million cash dividend from AlerisLife Inc. related to AlerisLife’s sale of all assets and wind‑down of its business. DHC expects an additional cash dividend of approximately $3.0 million to $7.0 million upon completion of the wind‑down, subject to change.

Key Details

• Incentive management fee: $17.9 million for 2025, payable in cash by January 30, 2026; expense recognized in 2025 financials.
• Measurement basis: DHC’s TSR exceeded the MSCI U.S. REIT/Health Care REIT Index TSR for the three‑year period ended December 31, 2025.
• Dividend received: $27.2 million on January 9, 2026 from AlerisLife; additional expected $3.0M–$7.0M when wind‑down completes.
• Filing: Reported in Form 8‑K dated January 14, 2026 (Items 2.02 and 8.01); includes forward‑looking statement caution about the timing/amount of any future dividends.

Why It Matters

• The $17.9M incentive fee will be recorded as a 2025 expense and paid in cash by January 30, 2026, which will reduce reported 2025 earnings and cash available in early 2026.
• The $27.2M dividend receipt boosts DHC’s cash position and partially offsets near‑term cash outflows; the additional $3M–$7M is potential and not guaranteed.
• Investors should note the incentive fee reflects DHC’s multi‑year relative outperformance versus the MSCI REIT/Health Care index, and the AlerisLife dividend affects liquidity but may not be recurring.