DIVERSIFIED HEALTHCARE TRUST, DEF 14A filed on 3/19/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Diversified Healthcare Trust
Entity Central Index Key 0001075415
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
​
Pay Versus Performance
​
​
Year
​ ​
Summary
Compensation
Table Total for
Principal
Executive
Officer (“PEO”)
​ ​
Compensation
Actually Paid to
PEO(1)
​ ​
Summary
Compensation
Table Total for
PEO
​ ​
Compensation
Actually Paid to
PEO(1)
​ ​
Average
Summary
Compensation
Table Total for
Non-PEO NEOs
​ ​
Average
Compensation
Actually Paid to
Non-PEOs
NEOs(2)(3)
​ ​
Value of Initial Fixed $100
Investment Based on:
​ ​
Net Income
(Loss)
($000s)
​
​
Total
Shareholder
Return
​ ​
Peer Group
Total
Shareholder
Return**
​
​ ​ ​ ​
   Christopher J. Bilotto
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2025
​ ​ ​ ​ $448,520 ​ ​ ​ ​ ​ $675,508 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ $162,137 ​ ​ ​ ​ ​ $301,051 ​ ​ ​ ​ ​ $129.11 ​ ​ ​ ​ ​ $165.09 ​ ​ ​ ​ ​ $(285,881) ​ ​
​
2024
​ ​ ​ ​ 341,608 ​ ​ ​ ​ ​ 251,245 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 136,358 ​ ​ ​ ​ ​ 74,782 ​ ​ ​ ​ ​ 60.39 ​ ​ ​ ​ ​ 127.94 ​ ​ ​ ​ ​ (370,272) ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
    Jennifer F. Francis
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 178,710 ​ ​ ​ ​ ​ 508,007 ​ ​ ​ ​ ​ 19,090 ​ ​ ​ ​ ​ 139,720 ​ ​ ​ ​ ​ 96.87 ​ ​ ​ ​ ​ 102.75 ​ ​ ​ ​ ​ (293,572) ​ ​
​
2022
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 123,995 ​ ​ ​ ​ ​ (75,701)* ​ ​ ​ ​ ​ 53,845 ​ ​ ​ ​ ​ (61,296)* ​ ​ ​ ​ ​ 16.21 ​ ​ ​ ​ ​ 90.72 ​ ​ ​ ​ ​ (15,774) ​ ​
​
2021
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 280,424 ​ ​ ​ ​ ​ 231,125 ​ ​ ​ ​ ​ 103,489 ​ ​ ​ ​ ​ 71,960 ​ ​ ​ ​ ​ 75.73 ​ ​ ​ ​ ​ 116.06 ​ ​ ​ ​ ​ 179,926 ​ ​
*
Because our Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs.
​
**
Peer group total shareholder return is based on the MSCI U.S. REIT/Health Care REIT Index.
​
(1)
The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.
​
​
PEO Compensation Actually Paid
​
​
Year
​ ​
PEO Name
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock
Grant
Amount
​ ​
Year End
Fair Value
of Equity
Awards
Granted and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value as
of Year End
of Any Prior
Year Awards
that Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in the
Same Year, at
Fair Value as
of the Vesting
Date
​ ​
Change in
Fair Value as
of Year End
of Any Prior
Year Awards
that Vested
During
Applicable
Year
​ ​
Total Equity
Value
Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually Paid to
PEO
​
​
2025
​ ​
Christopher J. Bilotto
​ ​ ​ ​ $448,520 ​ ​ ​ ​ ​ $(444,997) ​ ​ ​ ​ ​ $317,287 ​ ​ ​ ​ ​ $137,126 ​ ​ ​ ​ ​ $164,999 ​ ​ ​ ​ ​ $52,573 ​ ​ ​ ​ ​ $671,985 ​ ​ ​ ​ ​ $675,508 ​ ​
​
(2)
The only non-PEO NEO for 2025 and 2024 is Matthew C. Brown. The only non-PEO NEOs for 2023 were Richard W. Siedel and Matthew C. Brown. The only non-PEO NEO for 2022 and 2021 was Richard W. Siedel.
​
(3)
The following table summarizes the applicable deductions and additions for the non-PEO NEO in the calculation of Compensation Actually Paid to the non-PEO NEO.
​
​
Average Non-PEO NEOs—Compensation Actually Paid
​
​
Year
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock Grant
Amount
​ ​
Year End Fair
Value of
Equity
Awards
Granted and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value as
of Year End of
Any Prior
Year Awards
that Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in the
Same Year, at
Fair Value as
of the Vesting
Date
​ ​
Change in
Fair Value as
of Year End of
Any Prior
Year Awards
that Vested
During
Applicable
Year
​ ​
Total Equity
Value Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually Paid to
Non-PEO NEOs
​
​
2025
​ ​
$162,137
​ ​
$(159,999)
​ ​
$145,044
​ ​
$84,604
​ ​
$32,002
​ ​
$37,263
​ ​
$298,913
​ ​
$301,051
​
       
Named Executive Officers, Footnote
(2)
The only non-PEO NEO for 2025 and 2024 is Matthew C. Brown. The only non-PEO NEOs for 2023 were Richard W. Siedel and Matthew C. Brown. The only non-PEO NEO for 2022 and 2021 was Richard W. Siedel.
       
Peer Group Issuers, Footnote
**
Peer group total shareholder return is based on the MSCI U.S. REIT/Health Care REIT Index.
       
Adjustment To PEO Compensation, Footnote
(1)
The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.
​
​
PEO Compensation Actually Paid
​
​
Year
​ ​
PEO Name
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock
Grant
Amount
​ ​
Year End
Fair Value
of Equity
Awards
Granted and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value as
of Year End
of Any Prior
Year Awards
that Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in the
Same Year, at
Fair Value as
of the Vesting
Date
​ ​
Change in
Fair Value as
of Year End
of Any Prior
Year Awards
that Vested
During
Applicable
Year
​ ​
Total Equity
Value
Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually Paid to
PEO
​
​
2025
​ ​
Christopher J. Bilotto
​ ​ ​ ​ $448,520 ​ ​ ​ ​ ​ $(444,997) ​ ​ ​ ​ ​ $317,287 ​ ​ ​ ​ ​ $137,126 ​ ​ ​ ​ ​ $164,999 ​ ​ ​ ​ ​ $52,573 ​ ​ ​ ​ ​ $671,985 ​ ​ ​ ​ ​ $675,508 ​ ​
       
Non-PEO NEO Average Total Compensation Amount $ 162,137 $ 136,358 $ 19,090 $ 53,845 $ 103,489
Non-PEO NEO Average Compensation Actually Paid Amount $ 301,051 74,782 139,720 (61,296) 71,960
Adjustment to Non-PEO NEO Compensation Footnote
(3)
The following table summarizes the applicable deductions and additions for the non-PEO NEO in the calculation of Compensation Actually Paid to the non-PEO NEO.
​
​
Average Non-PEO NEOs—Compensation Actually Paid
​
​
Year
​ ​
Total
Compensation
Per Summary
Compensation
Table
​ ​
Stock Grant
Amount
​ ​
Year End Fair
Value of
Equity
Awards
Granted and
Unvested
During
Applicable
Year
​ ​
Change in
Fair Value as
of Year End of
Any Prior
Year Awards
that Remain
Unvested as
of Year End
​ ​
Awards
Granted and
Vested in the
Same Year, at
Fair Value as
of the Vesting
Date
​ ​
Change in
Fair Value as
of Year End of
Any Prior
Year Awards
that Vested
During
Applicable
Year
​ ​
Total Equity
Value Reflected in
Compensation
Actually Paid
​ ​
Compensation
Actually Paid to
Non-PEO NEOs
​
​
2025
​ ​
$162,137
​ ​
$(159,999)
​ ​
$145,044
​ ​
$84,604
​ ​
$32,002
​ ​
$37,263
​ ​
$298,913
​ ​
$301,051
​
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_tsr-4c.jpg]
*
Because our Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs.
       
Compensation Actually Paid vs. Net Income [MISSING IMAGE: bc_netincome-4c.jpg]
*
Because our Company does not pay cash compensation to its NEOs, the total compensation from the summary compensation table does not include cash compensation received by our NEOs. The negative values for Compensation Actually Paid in 2022 reflect the decline in value of the share awards granted by us to our NEOs.
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: lc_peergroup-4c.jpg]        
Total Shareholder Return Amount $ 129.11 60.39 96.87 16.21 75.73
Peer Group Total Shareholder Return Amount 165.09 127.94 102.75 90.72 116.06
Net Income (Loss) $ (285,881,000) (370,272,000) (293,572,000) (15,774,000) 179,926,000
PEO Name Christopher J. Bilotto        
Christopher J. Bilotto [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 448,520 341,608
PEO Actually Paid Compensation Amount 675,508 251,245
Jennifer F. Francis [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 178,710 123,995 280,424
PEO Actually Paid Compensation Amount $ 508,007 $ (75,701) $ 231,125
PEO | Christopher J. Bilotto [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (444,997)        
PEO | Christopher J. Bilotto [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 671,985        
PEO | Christopher J. Bilotto [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 317,287        
PEO | Christopher J. Bilotto [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 137,126        
PEO | Christopher J. Bilotto [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 164,999        
PEO | Christopher J. Bilotto [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 52,573        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (159,999)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 298,913        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 145,044        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 84,604        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 32,002        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 37,263        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We award our Common Shares annually to our officers and to other employees of RMR who provide services to us. We do not take into account material non-public information when determining the timing or terms of our annual awards of Common Shares, nor do we time disclosure of material non-public information for the purpose of affecting the value of such awards. Because the consideration of our annual share awards by our Compensation Committee and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR and at the first meeting of our Board after the annual meeting of shareholders for our Trustees), any proximity of any awards to earnings announcements or other market events is coincidental. We do not currently grant options as part of our equity compensation for our named executive officers.
Award Timing Method the consideration of our annual share awards by our Compensation Committee and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR and at the first meeting of our Board after the annual meeting of shareholders for our Trustees), any proximity of any awards to earnings announcements or other market events is coincidental.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not take into account material non-public information when determining the timing or terms of our annual awards of Common Shares, nor do we time disclosure of material non-public information for the purpose of affecting the value of such awards.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true