Statistik Asas
| LEI | 549300ESBDZ3SA3OEX38 |
| CIK | 1452477 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Seven Hills Realty Trust
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Sp |
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| July 28, 2025 |
Financial Results and Supplemental Information SECOND QUARTER 2025 July 28, 2025 Exhibit 99. |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 28, 2025 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| July 28, 2025 |
Seven Hills Realty Trust Announces Second Quarter 2025 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Second Quarter 2025 Results Newton, MA (July 28, 2025): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and six months ended June 30, 2025, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A confer |
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| June 2, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 2, 2025 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| June 2, 2025 |
Exhibit 99.1 June 2025 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “would”, |
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| May 29, 2025 |
Second Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan (Filed herewith) Exhibit 10.1 SECOND AMENDED AND RESTATED SEVEN HILLS REALTY TRUST 2021 EQUITY COMPENSATION PLAN Seven Hills Realty Trust hereby adopts the Second Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan (i) to increase the number of Shares available for issuance pursuant to the Plan; (ii) to make certain administrative changes to the Plan; and (iii) to extend the termination dat |
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| May 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 28, 2025 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| May 28, 2025 |
As filed with the Securities and Exchange Commission on May 28, 2025 As filed with the Securities and Exchange Commission on May 28, 2025 Registration No. |
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| May 28, 2025 |
Calculation of Filing Fee Table. (Filed herewith.) Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) SEVEN HILLS REALTY TRUST (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee Equity Common shares, par value $0. |
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| April 28, 2025 |
Seven Hills Realty Trust Announces First Quarter 2025 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces First Quarter 2025 Results Newton, MA (April 28, 2025): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter ended March 31, 2025, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A conference call to d |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as S |
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| April 28, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 28, 2025 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| April 28, 2025 |
Financial Results and Supplemental Information FIRST QUARTER 2025 April 28, 2025 Exhibit 99. |
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| March 19, 2025 |
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. ) x Filed by the Registrant ¨ 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)) ¨ |
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| March 19, 2025 |
TABLE OF CONTENTS 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. ) ☑ Filed by the Registrant ☐ 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 R |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 9, 2025 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS |
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| February 18, 2025 |
Seven Hills Realty Trust Insider Trading Policies and Procedures. (Filed herewith.) Exhibit 19.1 Seven Hills Realty Trust Insider Trading Policies and Procedures To promote compliance with applicable insider trading laws and to protect our reputation for integrity and ethical conduct, we have adopted these insider trading policies and procedures, which we refer to as our “insider trading policy.” When we refer to the “Company” we are referring to Seven Hills Realty Trust and its |
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| February 18, 2025 |
Seven Hills Realty Trust Announces Fourth Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Fourth Quarter 2024 Results Newton, MA (February 18, 2025): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and year ended December 31, 2024, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A conf |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 18, 2025 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commiss |
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| February 18, 2025 |
Exhibit 10.11 FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT This First Amendment to Amended and Restated Master Repurchase Agreement (this “Amendment”), dated as of September 27, 2024, is between CITIBANK, N.A., a national banking association (in such capacity, together with its successors and assigns, the “Buyer”) and TRMT CB LENDER LLC, a Delaware limited liability company, |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Specif |
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| February 18, 2025 |
Subsidiaries of the Company. (Filed herewith.) Exhibit 21.1 SEVEN HILLS REALTY TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation Floral Vale LLC Delaware RMRM RTP Lender LLC Delaware RMTG Lender LLC Delaware RMTG Lender 2 LLC Delaware Seven Hills BH Lender LLC Delaware Seven Hills WF Finance LLC Delaware Seven Hills WF Lender LLC Delaware TRMT CB Lender LLC Delaware TRMT TCB Lender LLC Delaware TRMT TR |
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| February 18, 2025 |
sevn123124xearningsxpre Seven Hills Realty Trust Fourth Quarter 2024 Financial Results Exhibit 99. |
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| February 18, 2025 |
Exhibit 10.18 AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of October 25, 2024 (this “Amendment”) by and between SEVEN HILLS WF LENDER LLC, a Delaware limited liability company (“Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwi |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 11, 2024 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission file number) ( |
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| October 28, 2024 |
Seven Hills Realty Trust Third Quarter 2024 Financial Results Exhibit 99.2 Q3 2024 2 Seven Hills Realty Trust Announces Third Quarter 2024 Results “We delivered solid third quarter results with distributable earnings of $0.36 per share. Our results continue to reflect our diverse, high-quality portfolio, further demonstrated by the $70.6 million in repayment proceeds we received in the quarter. Wi |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant |
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| October 28, 2024 |
Seven Hills Realty Trust Announces Third Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Third Quarter 2024 Results Newton, MA (October 28, 2024): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and nine months ended September 30, 2024, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. |
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| October 28, 2024 |
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT This First Amendment to Amended and Restated Master Repurchase Agreement (this “Amendment”), dated as of September 27, 2024, is between CITIBANK, N. |
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| October 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 28, 2024 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commissi |
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| September 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 16, 2024 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) |
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| September 16, 2024 |
September 2024 INVESTOR PRESENTATION Exhibit 99.1 September 2024 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward - looking statements within the meaning of the Private Securities Li tigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as “believe”, “expect” , “anticipate”, “intend”, “plan”, “estimate”, “will”, |
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| July 29, 2024 |
Seven Hills Realty Trust Second Quarter 2024 Financial Results Exhibit 99.2 Q2 2024 2 Seven Hills Realty Trust Announces Second Quarter 2024 Results “SEVN reported strong second quarter results with distributable earnings per share exceeding consensus estimates and more than covering our quarterly dividend. Our results once again demonstrate the high quality of our loan portfolio with a weighted a |
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| July 29, 2024 |
Seven Hills Realty Trust Announces Second Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Second Quarter 2024 Results Newton, MA (July 29, 2024): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and six months ended June 30, 2024, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A confer |
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| July 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 29, 2024 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Sp |
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| June 3, 2024 |
Exhibit 3.3 SEVEN HILLS REALTY TRUST SECOND AMENDED AND RESTATED BYLAWS As of September 14May 30, 20232024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of AnnualRegular or Special Meetings 1 Section 2. |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 30, 2024 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| June 3, 2024 |
Exhibit 3.2 SEVEN HILLS REALTY TRUST SECOND AMENDED AND RESTATED BYLAWS As of May 30, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meetings 1 Section 2.5 Notice of Adjourned |
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| May 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 17, 2024 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| May 20, 2024 |
May 2024 INVESTOR PRESENTATION Exhibit 99.1 May 2024 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward - looking statements within the meaning of the Private Securities Li tigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as “believe”, “expect” , “anticipate”, “intend”, “plan”, “estimate”, “will”, “would |
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| April 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 29, 2024 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| April 29, 2024 |
Seven Hills Realty Trust First Quarter 2024 Financial Results Exhibit 99.2 Q1 2024 2 Seven Hills Realty Trust Announces First Quarter 2024 Results "SEVN reported strong first quarter results highlighted by distributable earnings per share once again exceeding our guidance and more than covering our quarterly dividend. The credit quality of our loan portfolio remains strong and all loans remained c |
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| April 29, 2024 |
Seven Hills Realty Trust Announces First Quarter 2024 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces First Quarter 2024 Results Newton, MA (April 29, 2024): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter ended March 31, 2024, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A conference call to d |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as S |
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| March 20, 2024 |
TABLE OF CONTENTS 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. ) ☑ Filed by the Registrant ☐ 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 RU |
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| March 20, 2024 |
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. ) x Filed by the Registrant ¨ 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)) ¨ |
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| February 20, 2024 |
Seven Hills Realty Trust Announces Fourth Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Fourth Quarter 2023 Results Newton, MA (February 20, 2024): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and year ended December 31, 2023, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A conf |
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| February 20, 2024 |
Seven Hills Realty Trust Fourth Quarter 2023 Financial Results Exhibit 99.2 Q4 2023 2 Seven Hills Realty Trust Announces Fourth Quarter 2023 Results "We continue to deliver attractive returns for our shareholders as demonstrated by distributable earnings exceeding the high end of our guidance and comfortably covering our quarterly dividend. We received more than $100 million of loan repayments dur |
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| February 20, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 20, 2024 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commiss |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Specif |
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| February 20, 2024 |
even Hills Realty Trust Clawback Policy. (Furnished herewith.) Exhibit 97.1 SEVEN HILLS REALTY TRUST CLAWBACK POLICY We do not currently pay incentive-based compensation. However, as required by the applicable rules of The Nasdaq Stock Market LLC, we are adopting this policy whereby we will recover in accordance with such rules, the amount of erroneously awarded incentive-based compensation received by our current or former executive officers in the event we |
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| February 20, 2024 |
Subsidiaries of the Company. (Filed herewith.) Exhibit 21.1 SEVEN HILLS REALTY TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation Floral Vale LLC Delaware RMRM RTP Lender LLC Delaware RMTG Lender LLC Delaware RMTG Lender 2 LLC Delaware Seven Hills BH Lender LLC Delaware Seven Hills WF Finance LLC Delaware Seven Hills WF Lender LLC Delaware TRMT CB Lender LLC Delaware TRMT TCB Lender LLC Delaware TRMT TR |
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| November 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 9, 2023 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (I |
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| November 9, 2023 |
Exhibit 99.1 November 2023 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “woul |
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| October 31, 2023 |
Exhibit 10.2 FORM OF SEVEN HILLS REALTY TRUST Share Award Agreement This Share Award Agreement (this “Agreement”) is made as of «DATE», 2023, between «NAME» (the “Recipient”) and Seven Hills Realty Trust (the “Company”). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledg |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant |
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| October 31, 2023 |
Seven Hills Realty Trust Third Quarter 2023 Financial Results Exhibit 99.2 Q3 2023 2 Seven Hills Realty Trust Announces Third Quarter 2023 Results "Our third quarter results once again underscore the quality of our loan portfolio in the current lending environment. Distributable earnings increased, more than fully covering our quarterly dividend, and the credit quality of our portfolio remained st |
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| October 31, 2023 |
Exhibit 10.3 SEVEN HILLS REALTY TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Seven Hills Realty Trust, a Maryland real estate investment trust (the “Company”), and [TRUSTEE/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serves as a trust |
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| October 31, 2023 |
Seven Hills Realty Trust Announces Third Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Third Quarter 2023 Results Newton, MA (October 31, 2023): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and nine months ended September 30, 2023, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. |
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| October 31, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 31, 2023 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commissi |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 25, 2023 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) |
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| September 15, 2023 |
Exhibit 3.2 SEVEN HILLS REALTY TRUST AMENDED AND RESTATED BYLAWS As of September 14, 2023 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Annual or Special Meetings 2 Section 2.5 Notice of Adjourned Meeting |
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| September 15, 2023 |
Amended and Restated Bylaws of the Company, as of September 14, 2023 (marked copy) Exhibit 3.3 SEVEN HILLS REALTY TRUST AMENDED AND RESTATED BYLAWS December 22, 2021 As of September 14, 2023 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Annual or Special Meetings 2 Section 2.5 Notice of |
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| September 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 14, 2023 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) |
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| August 16, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 16, 2023 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IR |
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| August 16, 2023 |
Exhibit 99.1 August 2023 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as believe, expect, anticipate, intend, plan, estimate, will, may and negatives or |
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| July 31, 2023 |
sevncertxexx41 COMMON A MARYLAND REAL ESTATE INVESTMENT TRUST CUSIP 81784E 10 1 THIS CERTIFIES THAT is the registered holder of FULLY PAID AND NONASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN SEVEN HILLS REALTY TRUST a Maryland real estate investment trust (the “Trust”) formed pursuant to a Declaration of Trust, effective December 22, 2021 (as further amended or supplemented from time to time, the “Declaration”), transferable on the books of the Trust by the registered holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. |
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| July 31, 2023 |
Exhibit 10.1 PROPERTY MANAGEMENT AGREEMENT THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2023, by and between The RMR Group LLC, a Maryland limited liability company (the “Managing Agent”), and Floral Vale LLC, a Maryland limited liability company (“Owner”). W I T N E S S E T H: WHEREAS, Owner owns the property and improvements located at 1000 and 110 |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Sp |
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| July 31, 2023 |
exhibit992 Seven Hills Realty Trust Second Quarter 2023 Financial Results Exhibit 99. |
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| July 31, 2023 |
Seven Hills Realty Trust Announces Second Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Second Quarter 2023 Results Newton, MA (July 31, 2023): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and six months ended June 30, 2023, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A confer |
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| July 31, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 31, 2023 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 23, 2023 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) MARYLAND 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| May 18, 2023 |
Exhibit 99.1 May 2023 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as believe, expect, anticipate, intend, plan, estimate, will, may and negatives or der |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 18, 2023 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| April 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as S |
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| April 24, 2023 |
Seven Hills Realty Trust Announces First Quarter 2023 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces First Quarter 2023 Results Newton, MA (April 24, 2023): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter ended March 31, 2023, which can be found at the Quarterly Results section of SEVN's website at https://sevnreit.com/investors/financial-information/default.aspx. A conference call to d |
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| April 24, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 24, 2023 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| April 24, 2023 |
exhibit992 Seven Hills Realty Trust First Quarter 2023 Financial Results Exhibit 99. |
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| March 21, 2023 |
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. ) x Filed by the Registrant ¨ 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)) ¨ |
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| March 21, 2023 |
TABLE OF CONTENTS 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. ) ☑ Filed by the Registrant ☐ 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 RU |
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| February 28, 2023 |
Exhibit 99.1 Q4 2022 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and n |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 28, 2023 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) ( |
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| February 13, 2023 |
EX-4.2 2 sevn123122xexhibitx42.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Seven Hills Realty Trust (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Common Shares of Beneficial Interest, $ |
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| February 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 13, 2023 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commiss |
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| February 13, 2023 |
Subsidiaries of the Company. (Filed herewith.) Exhibit 21.1 SEVEN HILLS REALTY TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation RMRM RTP Lender LLC Delaware RMTG Lender LLC Delaware RMTG Lender 2 LLC Delaware Seven Hills BH Lender LLC Delaware Seven Hills WF Finance LLC Delaware Seven Hills WF Lender LLC Delaware TRMT CB Lender LLC Delaware TRMT TCB Lender LLC Delaware TRMT TRS Inc. Maryland |
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| February 13, 2023 |
1 FOURTH QUARTER 2022 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Specif |
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| February 13, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Fourth Quarter 2022 Results Net Income Per Share of $0.46, a 31% Sequential Quarter Increase Adjusted Distributable Earnings Per Share of $0.37, a 37% Sequential Quarter Increase Aggregate Loan Commitments of $728 Million Newton, MA (February 13, 2023): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results fo |
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| November 10, 2022 |
Exhibit 99.1 Q3 2022 INVESTOR PRESENTATION 2 SEVEN HILLS REALTY TRUST This presentation contains statements that constitute forward - looking statements within the meaning of the Private Securities Li tigation Reform Act of 1995 and other securities laws. Whenever Seven Hills Realty Trust, or SEVN, uses words such as ?believe?, ?expect? , ?anticipate?, ?intend?, ?plan?, ?estimate?, ?will?, ?may? a |
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| November 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 10, 2022 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) ( |
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| October 26, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Third Quarter 2022 Results Net Income Per Share of $0.35, a 13% Sequential Quarter Increase Adjusted Distributable Earnings Per Share of $0.27, a 13% Sequential Quarter Increase Aggregate Loan Commitments of $763 Million Newton, MA (October 26, 2022): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 26, 2022 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commissi |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant |
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| October 26, 2022 |
exhibit992 1 THIRD QUARTER 2022 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| September 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 15, 2022 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) |
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| July 27, 2022 |
EXHIBIT 10.3 AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT, dated as of March 9, 2022 (this ?Amendment?), between RMTG LENDER LLC, a Delaware limited liability company (?Seller?) and UBS AG, BY AND THROUGH ITS NEW YORK BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, a Delaware corporation (?Buyer?). Capitalized terms used but not ot |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Sp |
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| July 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 27, 2022 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| July 27, 2022 |
1 SECOND QUARTER 2022 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| July 27, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Second Quarter 2022 Results Aggregate Loan Commitments Reach $735 Million Net Income Per Share of $0.31 Adjusted Distributable Earnings Per Share of $0.24 Newton, MA (July 27, 2022): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and six months ended June 30, 2022. Tom Lorenzini, Presid |
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| May 27, 2022 |
Exhibit 10.1 SEVEN HILLS REALTY TRUST Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of Seven Hills Realty Trust (the ?Company?) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the ?Board?) or the Compensation Committee of the Board, as applicable: ? Each Independent Trustee receive |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 26, 2022 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| May 12, 2022 |
SEVN / Seven Hills Realty Trust / Tremont Realty Advisors LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Amendment No. |
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| May 12, 2022 |
SEVN / Seven Hills Realty Trust / Portnoy Diane - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seven Hills Realty Trust (Name of Issuer) Common Shares of Beneficial Interest, $0.001 par value (Title of Class of Securities) 81784E101 (CUSIP Number) May 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| April 27, 2022 |
1 FIRST QUARTER 2022 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| April 27, 2022 |
Exhibit 10.5 First Amendment to Guaranty This First Amendment to Guaranty is dated as of April 25, 2022 (this ?Amendment?) by and among Seven Hills Realty Trust, a Maryland real estate investment trust, as Guarantor, and BMO Harris Bank N.A., a national banking association, as Administrative Agent and Lender. All capitalized terms used but not defined herein shall have the meanings assigned theret |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as S |
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| April 27, 2022 |
Exhibit 10.4 First Amendment to Facility Loan Program Agreement and Security Agreement This First Amendment to Facility Loan Program Agreement and Security Agreement is dated as of April 25, 2022 (this ?Amendment?) by and among Seven Hills BH Lender, LLC, a Delaware limited liability company (the ?Borrower?), and BMO Harris Bank N.A., a national banking association, as Administrative Agent for the |
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| April 27, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces First Quarter 2022 Results Aggregate Loan Commitments Reach $685 Million Net Income Per Share of $0.76 Adjusted Distributable Earnings Per Share of $0.37 Newton, MA (April 27, 2022): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter ended March 31, 2022. Tom Lorenzini, President of SEVN, m |
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| April 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 27, 2022 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 22, 2022 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission file number) (IRS |
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| March 22, 2022 |
TABLE OF CONTENTS 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.????? ) ? ?? ? ? Filed by the Registrant ? ? ?? ? ? Filed by a Party other than the Registrant ? ? ? Check the appropriate box: ? ? ? ? ?? ? ? ? Preliminary Proxy Statement ? ? ? ? ?? ? ? ? CONFIDENTIAL |
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| March 22, 2022 |
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.????? ) ? ?? ? ? Filed by the Registrant ? ? ?? ? ? Filed by a Party other than the Registrant ? ? ? Check the appropriate box: ? ? ? ? ?? ? ? ? Preliminary Proxy Statement ? ? ? ? ?? ? ? ? CONFIDENTIAL, FOR USE OF THE C |
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| March 16, 2022 |
Exhibit 10.3 AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 15, 2022 by and between TRMT CB LENDER LLC, as Seller, and CITIBANK, N.A., as Buyer TABLE OF CONTENTS Page ARTICLE 1 APPLICABILITY 1 ARTICLE 2 DEFINITIONS 1 ARTICLE 3 INITIATION; CONFIRMATION; TERMINATION; FEES 25 ARTICLE 4 MARGIN MAINTENANCE 35 ARTICLE 5 PAYMENTS; COLLECTION ACCOUNT 36 ARTICLE 6 SECURITY INTEREST 40 A |
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| March 16, 2022 |
Exhibit 10.2 EXECUTED VERSION GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of March 11, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, this ?Guarantee?), made by Seven Hills Realty Trust, a Maryland real estate investment trust (?Guarantor?), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (?Buyer?). RECITALS Pursuant to t |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 11, 2022 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission file number) (IRS |
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| March 16, 2022 |
Exhibit 10.1 EXECUTION VERSION MASTER REPURCHASE AND SECURITIES CONTRACT between Seven Hills WF Lender LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION Dated as of March 11, 2022 TABLE OF CONTENTS Page ARTICLE 1 APPLICABILITY 1 Section 1.01 Applicability 1 ARTICLE 2 DEFINITIONS AND INTERPRETATION 1 Section 2.01 Definitions 1 Section 2.02 Rules of Interpretation. 42 Section 2.03 Rates 43 ARTICLE 3 TH |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant as Specif |
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| February 17, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Fourth Quarter 2021 Results Record Loan Originations of $165 Million Net Income Per Share of $1.42 Adjusted Distributable Earnings Per Share of $0.21 Newton, MA (February 17, 2022): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial results for the quarter and year ended December 31, 2021. Tom Lorenzini, President |
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| February 17, 2022 |
1 FOURTH QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| February 17, 2022 |
Exhibit 10.5 to our Annual Report on Form 10-K for the year ended December 31, 2021 Exhibit 10.5 SEVEN HILLS REALTY TRUST FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this ?Agreement?), effective as of [DATE] (the ?Effective Date?), by and between Seven Hills Realty Trust, a Maryland real estate investment trust (the ?Company?), and [TRUSTEE/OFFICER] (?Indemnitee?). WHEREAS, Indemnitee currently serves as a trust |
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| February 17, 2022 |
Subsidiaries of the Company. (Filed herewith.) Exhibit 21.1 SEVEN HILLS REALTY TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation RMRM RTP Lender LLC Delaware RMTG Lender LLC Delaware RMTG Lender 2 LLC Delaware Seven Hills BH Lender LLC Delaware Seven Hills WF Finance LLC Delaware Seven Hills WF Lender LLC Delaware TRMT CB Lender LLC Delaware TRMT TCB Lender LLC Delaware TRMT TRS Inc. Maryland |
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| February 17, 2022 |
Exhibit 10.13 AMENDED AND RESTATED GUARANTY This AMENDED AND RESTATED GUARANTY (this ?Guaranty?) is made and entered into by SEVEN HILLS REALTY TRUST, a Maryland statutory trust, whose address is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 (?Guarantor?), for the benefit of CITIBANK, N.A., a national banking association whose address is 388 Greenwich Street, New |
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| February 17, 2022 |
COMMON A MARYLAND REAL ESTATE INVESTMENT TRUST CUSIP 81784E 10 1 THIS CERTIFIES THAT is the registered holder of FULLY PAID AND NONASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN SEVEN HILLS REALTY TRUST a Maryland real estate investment trust (the ?Trust?) formed pursuant to a Declaration of Trust, effective December 22, 2021 (as further amended or supplemented from time to time, the ?Declaration?), transferable on the books of the Trust by the registered holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. |
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| February 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 17, 2022 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commiss |
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| February 17, 2022 |
Form of Share Award Agreement.(+) (Filed herewith.) Exhibit 10.4 FORM OF SEVEN HILLS REALTY TRUST Share Award Agreement This Share Award Agreement (this ?Agreement?) is made as of ?DATE?, 2021, between ?NAME? (the ?Recipient?) and Seven Hills Realty Trust (the ?Company?). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledg |
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| January 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-34383 SEVEN HILLS REALTY TRUST (Exact name of registrant as specified in |
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| December 23, 2021 |
Exhibit 99.1 AMENDED AND RESTATED SEVEN HILLS REALTY TRUST 2021 EQUITY COMPENSATION PLAN Seven Hills Realty Trust hereby adopts the Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan to reflect (i) the change of the Company?s name from ?RMR Mortgage Trust? to ?Seven Hills Realty Trust?, effective as of September 30, 2021 upon consummation of the merger of Tremont Mortgage |
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| December 23, 2021 |
As filed with the Securities and Exchange Commission on December 22, 2021 As filed with the Securities and Exchange Commission on December 22, 2021 Registration No. |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEVEN HILLS REALTY TRUST (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 20-4649929 (I.R.S. Employ |
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| December 22, 2021 |
EX-99.1 6 tm2135947d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 After giving effect to the conversion on December 22, 2021, from a Maryland statutory trust to a Maryland real estate investment trust, Seven Hills Realty Trust (the “Company,” “we,” “us” or “our”) had one class of securities |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K12B CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) Maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number |
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| December 22, 2021 |
EX-2.1 2 tm2135947d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 PLAN OF CONVERSION of SEVEN HILLS REALTY TRUST, a Maryland statutory trust, into SEVEN HILLS REALTY TRUST, a Maryland real estate investment trust This Plan of Conversion (this “Plan”), pursuant to Section 12-1002 of the Maryland Statutory Trust Act and Section 8-702 of the Maryland REIT Law, sets forth and accounts for the conversion of Seven |
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| December 22, 2021 |
EX-3.1 4 tm2135947d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SEVEN HILLS REALTY TRUST DECLARATION OF TRUST Dated December 21, 2021 This DECLARATION OF TRUST is made as of the date set forth above by the undersigned Trustees (as defined herein) and shall become effective at 4:01 p.m., on December 22, 2021 (the “Effective Time”). Article I FORMATION Section 1.1 Formation. Seven Hills Realty Trust, a Maryla |
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| December 22, 2021 |
Exhibit 2.2 ARTICLES OF CONVERSION OF SEVEN HILLS REALTY TRUST (a Maryland Statutory Trust) INTO SEVEN HILLS REALTY TRUST (a Maryland Real Estate Investment Trust) THIS IS TO CERTIFY THAT: FIRST:??????????Seven Hills Realty Trust, a Maryland statutory trust (?Converting Entity?), whose Certificate of Trust was filed with the State Department of Assessments and Taxation of Maryland (the ?SDAT?) on |
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| December 22, 2021 |
Exhibit 3.2 SEVEN HILLS REALTY TRUST BYLAWS December 22, 2021 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Annual or Special Meetings 1 Section 2.5 Notice of Adjourned Meetings 2 Section 2.6 Meeting Busi |
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| November 12, 2021 |
Exhibit 10.2 Guaranty This Guaranty (?Guaranty?) is made as of November 9, 2021, by Seven Hills Realty Trust, a Maryland statutory trust (?Guarantor?), to and for the benefit of BMO Harris Bank N.A., a national banking association, as Administrative Agent (together with its successors and assigns, ?Administrative Agent?) for itself and such other lenders as may exist from time to time (collectivel |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 9, 2021 Seven Hills Realty Trust (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (I |
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| November 12, 2021 |
Exhibit 10.1 Facility Loan Program Agreement and Security Agreement dated as of November 9, 2021 between Seven Hills BH Lender LLC, as Borrower and BMO Harris Bank N.A., as Administrative Agent and Lender Table of Contents Section Heading Page Article I Definitions; Principles of Construction 1 Section 1.1. Definitions 1 Section 1.2. Interpretation 10 Article II The Facility 11 Section 2.1. The Fa |
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| November 2, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 2, 2021 Seven Hills Realty Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commissi |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 Seven Hills Realty Trust (Exact Name of Registrant |
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| November 2, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Seven Hills Realty Trust Announces Third Quarter 2021 Results Completed Merger with Tremont Mortgage Trust on September 30, 2021 Combined Third Quarter Loan Originations of $140 Million Third Quarter Net Income and Distributable Earnings Per Common Share of $0.24 Newton, MA (November 2, 2021): Seven Hills Realty Trust (Nasdaq: SEVN) today announced financial resu |
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| November 2, 2021 |
1 THIRD QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| October 5, 2021 |
RMRM / RMR Mortgage Trust / RMR Group LLC - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| October 5, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13D with respect to the common shares of beneficial interest, $0.001 par value per share, of Seven Hills Realty Trust, dated as of October 1, 2021, is, and any further amendments thereto, signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Ru |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 30, 2021 SEVEN HILLS REALTY TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) |
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| October 4, 2021 |
Exhibit 3.2 RMR MORTGAGE SEVEN HILLS REALTY TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (Dated January 5 September 30, 2021) TABLE OF CONTENTS ARTICLE I NAME AND DEFINITIONS Section 1.1 Name 1 Section 1.2 Definitions 1 ARTICLE II PURPOSE ARTICLE III SHARES Section 3.1 Division of Beneficial Interest 3 Section 3.2 Ownership of Shares 4 Section 3.3 Investments in the Trust 5 Sectio |
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| October 4, 2021 |
Exhibit 3.4 RMR MORTGAGE SEVEN HILLS REALTY TRUST AMENDED AND RESTATED BYLAWS As Amended and Restated January 5 September 30, 2021 , and As Amended March 23, 2021 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notic |
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| October 4, 2021 |
Exhibit 10.6 AMENDED AND RESTATED GUARANTY This AMENDED AND RESTATED GUARANTY (this ?Guaranty?) is made and entered into by SEVEN HILLS REALTY TRUST, a Maryland statutory trust, whose address is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 (?Guarantor?), for the benefit of CITIBANK, N.A., a national banking association whose address is 388 Greenwich Street, New Y |
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| October 4, 2021 |
Summary of Trustee Compensation. (Filed herewith.) Exhibit 10.7 Seven Hills Realty Trust Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of Seven Hills Realty Trust (the ?Company?) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the ?Board?) or the Compensation Committee of the Board, as applicable: ? Each Independent Trustee receive |
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| October 4, 2021 |
Exhibit 10.5 THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIFTH AMENDMENT TO FEE AGREEMENT THIS THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIFTH AMENDMENT TO FEE AGREEMENT (this ?Amendment?), dated as of September 30, 2021 (the ?Effective Date?), is made by and between TRMT CB LENDER LLC, a Delaware limited liability company (?Seller?) and CITIBANK, N.A., a national banking associati |
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| October 4, 2021 |
Exhibit 3.1 SEVEN HILLS REALTY TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (Dated September 30, 2021) TABLE OF CONTENTS ARTICLE I NAME AND DEFINITIONS Section 1.1 Name 1 Section 1.2 Definitions 1 ARTICLE II PURPOSE ARTICLE III SHARES Section 3.1 Division of Beneficial Interest 3 Section 3.2 Ownership of Shares 4 Section 3.3 Investments in the Trust 5 Section 3.4 Share Restriction |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 30, 2021 TREMONT MORTGAGE TRUST (by: Seven Hills Realty Trust, as successor by merger to Tremont Mortgage Trust) (Exact Name of Registrant as Specified in Its Charter) Maryl |
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| October 4, 2021 |
Exhibit 3.3 SEVEN HILLS REALTY TRUST AMENDED AND RESTATED BYLAWS As Amended and Restated September 30, 2021 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Annual or Special Meetings 1 Section 2.5 Notice of A |
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| September 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 17, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| September 20, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 20, 2021 On September 20, 2021, RMR Mortgage Trust, or RMRM, |
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| September 20, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 17, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS E |
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| September 13, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 13, 2021 On September 13, 2021, RMRM Mortgage Trust, or RMRM, |
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| September 13, 2021 |
TIME IS SHORT – PLEASE VOTE YOUR PROXY TODAY Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 13, 2021 On September 13, 2021, RMRM Mortgage Trust, or RMRM, |
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| September 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 7, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Em |
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| September 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 7, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Em |
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| September 3, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: September 3, 2021 On September 3, 2021, RMRM Mortgage Trust, or RMRM, c |
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| August 27, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 26, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 26, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| August 27, 2021 |
Exhibit 99.1 August 26, 2021 RMR Mortgage Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of April 26, 2021, by and between RMR Mortgage Trust (?RMRM?) and Tremont Mortgage Trust (?TRMT?). Capitalized terms used in this letter agreement without |
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| August 26, 2021 |
425 1 tm2125994d4425.htm 425 Filing Info: Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 26, 2021 On August 26, |
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| August 20, 2021 |
YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY Filed by RMR Mortgage Trust Commission File No. 001-34383 Registration Statement on Form S-4: 333-256951 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed as definitive additional materials under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 19, 2021 On August 19, 2021, RMRM Mortgage Trust, or RMRM, comme |
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| August 6, 2021 |
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) File No. 333-256951 This Prospectus Supplement No. 2 (the ?Supplement?) supplements and amends the joint proxy statement/prospectus dated July 26, 2021 (the ?Prospectus?), relating to the proposed merger of Tremont Mortgage Trust with and into RMR Mortgage Trust (?RMRM?), with RMRM continuing as the surviving entity in the merger. This S |
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| August 6, 2021 |
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) File No. 333-256951 This Prospectus Supplement No. 1 (the ?Supplement?) supplements and amends the joint proxy statement/prospectus dated July 26, 2021 (the ?Prospectus?), relating to the proposed merger of Tremont Mortgage Trust (?TRMT?) with and into RMR Mortgage Trust (?RMRM?), with RMRM continuing as the surviving entity in the merge |
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| August 4, 2021 |
RMR Mortgage Trust Q2 2021 Earnings Call Script Wednesday, August 4, 2021 at 10:00 AM Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 4, 2021 The following is the script for an earnings conference call of RMR Mortgage Trust (?RMRM?) hosted by Thomas J. Lor |
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| August 3, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RMR Mortgage Trust Announces Second Quarter 2021 Results Cumulative Loan Originations Since September 2020 of $298 Million Second Quarter Net Income Per Common Share of $0.11 Second Quarter Distributable Earnings Per Common Share of $0.13 Newton, MA (August 3, 2021): RMR Mortgage Trust (Nasdaq: RMRM) today announced financial results for the quarter and six month |
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| August 3, 2021 |
1 SECOND QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 RMR Mortgage Trust (Exact Name of Registrant as Specifie |
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| August 3, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: August 3, 2021 On August 3, 2021, RMR Mortgage Trust issued the following press release. Exhibit 99.1 FOR IMMEDIATE RELEASE RMR M |
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| August 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 3, 2021 RMR Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission File |
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| July 26, 2021 |
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-256951? ? ? ? ? MERGER PROPOSED???YOUR VOTE IS VERY IMPORTANT The boards of trustees of RMR Mortgage Trust, a Maryland statutory trust, or RMRM, and Tremont Mortgage Trust, a Maryland real estate investment trust, or TRMT, have approved an Agreement and Plan of Merger, dated as of April 26, 2021, as it may be amended from ti |
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| July 22, 2021 |
Power of Attorney of Mr. John L. Harrington.** Exhibit 24.2 POWER OF ATTORNEY The undersigned, John L. Harrington, hereby constitutes and appoints Matthew P. Jordan and G. Douglas Lanois, and each of them, with full power to act without the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any and all |
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| July 22, 2021 |
As filed with the Securities and Exchange Commission on July 22, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 22, 2021 Registration No. |
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| July 22, 2021 |
Consent of UBS Securities LLC.** Exhibit 99.3 CONSENT OF UBS SECURITIES LLC We hereby consent to the use of our opinion letter dated April 26, 2021 to the Board of Directors (the "Board") of RMR Mortgage Trust (the ?Company?) and the Special Committee of the Board included as Annex D to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 relating to the proposed merger with Tremont Mo |
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| July 22, 2021 |
Form of Proxy Card of Tremont Mortgage Trust.** Exhibit 99.2 TREMONT MORTGAGE TRUST C/O BROADRIDGE FINANCIAL SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, on September 16, 2021. Have your proxy card in hand when you access the website and follow the instructi |
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| July 22, 2021 |
Consent of William A. Lamkin to be named as a Trustee.** EX-99.6 14 tm2118433d5ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF JOSEPH L. MOREA TO BE NAMED AS A TRUSTEE CONSENT The undersigned hereby consents to being named in the Registration Statement on Form S-4 (Registration No. 333-256951) of RMR Mortgage Trust, a Maryland statutory trust (the "Company") and in all subsequent amendments and post-effective amendments or supplements thereto (the "Regi |
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| July 22, 2021 |
Exhibit 8.3 July 22, 2021 Tremont Mortgage Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 Ladies and Gentlemen: The following opinions are furnished to Tremont Mortgage Trust, a Maryland real estate investment trust (the ?Company?), and this letter is to be filed as Exhibit 8.3 to the Registration Statement of RMR Mortgage Trust, a Maryland real estate investme |
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| July 22, 2021 |
Consent of Joseph L. Morea to be named as a Trustee.** Exhibit 99.5 CONSENT OF WILLIAM A. LAMKIN TO BE NAMED AS A TRUSTEE CONSENT The undersigned hereby consents to being named in the Registration Statement on Form S-4 (Registration No. 333-256951) of RMR Mortgage Trust, a Maryland statutory trust (the "Company") and in all subsequent amendments and post-effective amendments or supplements thereto (the "Registration Statement"), as an individual to be |
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| July 22, 2021 |
RMR MORTGAGE TRUST Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts 02458 RMR MORTGAGE TRUST Two Newton Place, 255 Washington Street, Suite 300 Newton, Massachusetts 02458 VIA EDGAR July 22, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 22, 2021 |
Form of Proxy Card of RMR Mortgage Trust.** Exhibit 99.1 RMR MORTGAGE TRUST C/O BROADRIDGE FINANCIAL SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 AUTHORIZE YOUR PROXY BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, on September 16, 2021. Have your proxy card in hand when you access the website and follow the instructions |
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| June 9, 2021 |
Consent of UBS Securities LLC.** Exhibit 99.3 CONSENT OF UBS SECURITIES LLC We hereby consent to the use of our opinion letter dated April 26, 2021 to the Board of Directors (the ?Board?) of RMR Mortgage Trust (the ?Company?) and the Special Committee of the Board included as Annex D to the Joint Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 relating to the proposed merger with Tremont Mo |
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| June 9, 2021 |
Registration Statement on Form S-4, as amended (File No. 333-259951) TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 9, 2021 Registration No. |
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| June 9, 2021 |
Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears immediately below hereby constitutes and appoints Matthew P. Jordan and G. Douglas Lanois, and each of them, with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all |
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| June 9, 2021 |
Consent of Citigroup Global Markets Inc.** EX-99.4 7 tm2118433d2ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent of Citigroup Global Markets Inc. The Special Committee of the Board of Trustees Tremont Mortgage Trust Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 The Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 26, 2021, to the Special Committee of the Board of Trustees |
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| May 28, 2021 |
Exhibit 10.2 RMR Mortgage Trust Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of RMR Mortgage Trust (the ?Company?) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the ?Board?) or the Compensation Committee of the Board, as applicable: ? Each Independent Trustee receives an annual |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 27, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Employe |
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| May 28, 2021 |
Exhibit 10.1 RMR MORTGAGE TRUST 2021 EQUITY COMPENSATION PLAN RMR Mortgage Trust hereby adopts the RMR Mortgage Trust 2021 Equity Compensation Plan, effective as of the Effective Date, subject to the approval of the Company?s shareholders. I. PURPOSE The Plan is intended to advance the interests of the Company and its subsidiaries, if any, by providing a means of rewarding selected officers and Tr |
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| May 27, 2021 |
As filed with the Securities and Exchange Commission on May 27, 2021 As filed with the Securities and Exchange Commission on May 27, 2021 Registration No. |
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| May 24, 2021 |
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. ) Filed by the Registrant 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 Prox |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34383 RMR Mortgage Trust (Exact Name of Registrant as Specifi |
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| May 7, 2021 | ||
| May 7, 2021 |
EX-3.2 2 rmrm033121exhibit32.htm EX-3.2 RMR MORTGAGE TRUST AMENDED AND RESTATED BYLAWS As Amended and Restated January 5, 2021, and As Amended March 23, 2021 i TABLE OF CONTENTS ARTICLE I OFFICES .....................................................................................................................1 Section 1.1 Principal Office ........................................................ |
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| May 5, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: May 5, 2021 The following is the script for an earnings conference call of RMR Mortgage Trust (?RMRM?) hosted by Thomas J. Lorenz |
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| May 4, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RMR Mortgage Trust Announces First Quarter 2021 Results First Quarter Net Income and Distributable Earnings Per Common Share of $0.03 Cumulative Loan Originations of $250 Million Quarterly Distribution Declared of $0.15 per Common Share Announced Agreement to Merge with Tremont Mortgage Trust Newton, MA (May 4, 2021): RMR Mortgage Trust (Nasdaq: RMRM) today annou |
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| May 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 4, 2021 RMR Mortgage Trust (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other Jurisdiction of Incorporation) 001-34383 20-4649929 (Commission File Num |
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| May 4, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: May 4, 2021 On May 4, 2021, RMR Mortgage Trust issued the following press release. 2 Exhibit 99.1 FOR IMMEDIATE RELEASE RMR Mortg |
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| May 4, 2021 |
FIRST QUARTER 2021 Supplemental Operating and Financial Data ALL AMOUNTS IN THIS REPORT ARE UNAUDITED. |
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| April 29, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: April 28, 2021 The following is the transcript of the questions and answers portion of the earnings conference call of Tremont Mo |
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| April 28, 2021 |
Filed by RMR Mortgage Trust Commission File No. 001-34383 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Tremont Mortgage Trust Commission File No. 001-38199 Date: April 28, 2021 The following is the script for an earnings conference call of Tremont Mortgage Trust (?TRMT?) hosted by Thomas J. |
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| April 27, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RMR MORTGAGE TRUST AND TREMONT MORTGAGE TRUST DATED AS OF APRIL 26, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 14 ARTICLE 2 THE MERGER 14 Section 2.1 The Merger; Effects of the Merger 14 Section 2.2 Closing 15 Section 2.3 Merger Effective Time 15 Section 2 |
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| April 27, 2021 |
Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?) is made as of April 26, 2021, by and between RMR Mortgage Trust, a Maryland statutory trust (?RMRM?), and Tremont Realty Advisors LLC, a Maryland limited liability company (the ?Shareholder?). RECITALS: 1.????????????The Shareholder is the beneficial and record owner of 1,600,100 common shares of beneficial interest, $0.01 par |
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| April 27, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN RMR MORTGAGE TRUST AND TREMONT MORTGAGE TRUST DATED AS OF APRIL 26, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 14 ARTICLE 2 THE MERGER 14 Section 2.1 The Merger; Effects of the Merger 14 Section 2.2 Closing 15 Section 2.3 Merger Effective Time 15 Section 2 |
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| April 27, 2021 |
Exhibit 10.1 April 26, 2021 Tremont Realty Advisors LLC Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 RE: Management Agreements with Tremont Realty Advisors LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the ?Merger Agreement?), dated as of even date herewith, by and between RMR Mortgage Trust (?RMRM?) and Tremont Mortgage Trust |
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| April 27, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RMR Mortgage Trust and Tremont Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increases Financial Strength with Improved Access to Capital Markets and Expanded Shareholder Liquidity Conference Call Sch |
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| April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 26, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| April 27, 2021 |
Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?) is made as of April 26, 2021, by and between RMR Mortgage Trust, a Maryland statutory trust (?RMRM?), and Tremont Realty Advisors LLC, a Maryland limited liability company (the ?Shareholder?). RECITALS: 1.????????????The Shareholder is the beneficial and record owner of 1,600,100 common shares of beneficial interest, $0.01 par |
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| April 27, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RMR Mortgage Trust and Tremont Mortgage Trust Announce Agreement to Merge Creates a Diversified Commercial Mortgage REIT with Fully Invested Total Assets Expected to Approach $1 Billion Expected to be Accretive to 2022 Distributable Earnings Increases Financial Strength with Improved Access to Capital Markets and Expanded Shareholder Liquidity Conference Call Sch |
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| April 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 26, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| April 27, 2021 |
Exhibit 99.2 RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal sources. No representation is made as to the reasonableness |
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| April 27, 2021 |
Exhibit 10.1 April 26, 2021 Tremont Realty Advisors LLC Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 RE: Management Agreements with Tremont Realty Advisors LLC Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger (the ?Merger Agreement?), dated as of even date herewith, by and between RMR Mortgage Trust (?RMRM?) and Tremont Mortgage Trust |
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| April 27, 2021 |
Exhibit 99.2 RMR Mortgage Trust to merge with Tremont Mortgage Trust April 26, 2021 2 Confidential DISCLAIMERS DISCLAIMER This investor presentation is for informational purposes only and is subject to change. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal sources. No representation is made as to the reasonableness |
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| March 24, 2021 |
Exhibit 99.1 Summary of Risk Factors The summary below provides an overview of many of the risks we face, and a more detailed discussion of risks is set forth below. Additional risks, beyond those summarized below or discussed under the caption “Principal Risk Factors” may also materially and adversely impact our business, operations or financial results. Consistent with the foregoing, the risks w |
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| March 24, 2021 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 22, 2021, RMR Mortgage Trust (the ?Company,? ?we,? ?us? or ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), Common Shares of Beneficial Interest, $0.001 par value per share |
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| March 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 23, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) MARYLAND 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Emplo |
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| March 24, 2021 |
Amendment to the Amended and Restated Bylaws of RMR Mortgage Trust, dated March 23, 2021 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF RMR MORTGAGE TRUST March 23, 2021 Article II of the Amended and Restated Bylaws of RMR Mortgage Trust, dated as of January 5, 2021, is hereby amended by the addition of Section 2.17: Section 2.17. Voting Power. (a) Except as otherwise provided in the notice of the meeting forwarded to the shareholders by the Trustees, the Declaration of Trust |
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| March 24, 2021 |
Summary of Trustee Compensation Exhibit 10.1 RMR Mortgage Trust Summary of Trustee Compensation The following is a summary of the currently effective compensation of the Trustees of RMR Mortgage Trust (the ?Company?) for services as Trustees, which is subject to modification at any time by the Board of Trustees (the ?Board?) or the Compensation Committee of the Board, as applicable: ? Each Independent Trustee receives an annual |
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| March 24, 2021 |
Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 24, 2021 |
Exhibit 21.1 RMR MORTGAGE TRUST SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation RMRM RTP Lender LLC Delaware RMTG Lender LLC Delaware |
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| March 24, 2021 |
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. ) ? Filed by the Registrant ? 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)) ? Defin |
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| February 22, 2021 |
Exhibit 10.2 LIMITED GUARANTY LIMITED GUARANTY, dated as of February 18, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, this ?Guaranty?), made by RMR Mortgage Trust, a Maryland statutory trust (the ?Guarantor?), in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the ?Buyer?). RECITALS Pursuant to the Master R |
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| February 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 18, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Em |
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| February 22, 2021 |
EX-10.1 2 tm217344d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION MASTER REPURCHASE AGREEMENT Between: UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK, as Buyer and RMTG LENDER LLC, as Seller Dated as of February 18, 2021 TABLE OF CONTENTS Page SECTION 1. Applicability 1 SECTION 2. Definitions 1 SECTION 3. Initiation; Termination 18 SECTION 4. Margin Am |
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| January 6, 2021 |
Form of Indemnification Agreement Exhibit 10.2 RMR MORTGAGE TRUST FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between RMR Mortgage Trust, a Maryland statutory trust (the “Company”), and [INDEMNITEE] (“Indemnitee”). WHEREAS, the Company and the Indemnitee are parties to an Indemnification Agreemen |
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| January 6, 2021 |
Exhibit 3.1 RMR MORTGAGE TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (Dated January 5, 2021) TABLE OF CONTENTS ARTICLE I NAME AND DEFINITIONS Section 1.1 Name 1 Section 1.2 Definitions 1 ARTICLE II PURPOSE ARTICLE III SHARES Section 3.1 Division of Beneficial Interest 3 Section 3.2 Ownership of Shares 4 Section 3.3 Investments in the Trust 5 Section 3.4 Share Restrictions 5 Secti |
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| January 6, 2021 |
Amended and Restated Bylaws of RMR Mortgage Trust, effective January 5, 2021 Exhibit 3.2 RMR MORTGAGE TRUST AMENDED AND RESTATED BYLAWS As Amended and Restated January 5, 2021 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Annual or Special Meetings 1 Section 2.5 Notice of Adjourne |
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| January 6, 2021 |
Exhibit 10.1 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this “Agreement”) is entered into effective as of January 5, 2021 (the “Effective Date”), by and between RMR Mortgage Trust, a Maryland statutory trust (the “Company”), and Tremont Realty Advisors LLC, a Maryland limited liability company (the “Manager”). Capitalized terms used but not defined in this Agreement shall have the meanings gi |
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| January 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 5, 2021 RMR MORTGAGE TRUST (Exact name of registrant as specified in its charter) maryland 001-34383 20-4649929 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| January 6, 2021 |
Letter of RSM US LLP, dated January 5, 2021, to the Securities and Exchange Commission Exhibit 16.1 January 5, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements made by RMR Mortgage Trust under Section 4.01 of its Form 8-K to be filed on January 5, 2021, and we agree with the statements concerning our Firm. Very truly yours, /s/ RSM US LLP |
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| December 10, 2020 |
RIF / RMR Asia Pacific Real Estate Fund / ROYAL BANK OF CANADA - AMENDMENT NO. 36 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 36)* RMR Mortgage Trust (Name of Issuer) Auction Preferred Shares (Series Tu) Auction Preferred Shares (Series Th) Auction Preferred Shares (Series F) (Title of Class of Securities) 74965J403 74965J601 74965J205 (CUSIP Number) November 30, 2020 (Date of Ev |
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| December 1, 2020 |
As filed with the Securities and Exchange Commission on December 1, 2020 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of RMR Mortgage Trust (formerly known as RMR Real Estate Income Fund) Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 File No. 811-22260 AMENDMENT NO. 3 Application Pursuant to Section 8(f) of The Investment Company Act |
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| November 27, 2020 |
RMR Mortgage Trust Portfolio of Investments September 30, 2020 (unaudited) Company Shares/ Par Value Value Common Stocks – 111. |
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| November 18, 2020 |
As filed with the Securities and Exchange Commission on November 18, 2020 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of RMR Mortgage Trust (formerly known as RMR Real Estate Income Fund) Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 File No. 811-22260 AMENDMENT NO. 2 Application Pursuant to Section 8(f) of The Investment Company Act |
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| October 9, 2020 |
RIF / RMR Asia Pacific Real Estate Fund / ROYAL BANK OF CANADA - AMENDMENT NO. 35 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 35)* RMR REAL ESTATE INCOME FUND (Name of Issuer) Auction Preferred Shares (Series M) (Title of Class of Securities) 74965J304 (CUSIP Number) September 30, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| August 18, 2020 |
As filed with the Securities and Exchange Commission on August 17, 2020 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of RMR Mortgage Trust (formerly known as RMR Real Estate Income Fund) Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458 File No. 811-22260 AMENDMENT NO. 1 Application Pursuant to Section 8(f) of The Investment Company Act o |
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| August 10, 2020 |
RIF / RMR Asia Pacific Real Estate Fund / ROYAL BANK OF CANADA - AMENDMENT NO. 34 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 34)* RMR REAL ESTATE INCOME FUND (Name of Issuer) Auction Preferred Shares (Series M) Auction Preferred Shares (Series W) Auction Preferred Shares (Series Th) Auction Preferred Shares (Series F) (Title of Class of Securities) 74965J304 74965J502 74965J601 |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RMR Real Estate Income Fund (Exact name of registrant as specified in its charter) Maryland 20-4649929 (State of incorporation or organization) (I.R.S. Employer Identification No.) Two Newton Place |
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| July 30, 2020 |
FORM 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34383 Issuer: RMR Real Estate Income Fund Exchange: NYSE American LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) Two |
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| July 9, 2020 |
RIF / RMR Asia Pacific Real Estate Fund / ROYAL BANK OF CANADA - AMENDMENT NO. 33 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 33)* RMR REAL ESTATE INCOME FUND (Name of Issuer) Auction Preferred Shares (Series W) (Title of Class of Securities) 74965J502 (CUSIP Number) June 30, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r |
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| June 26, 2020 |
RMR Real Estate Income Fund Portfolio of Investments - March 31, 2020 (unaudited) Company Shares Value COMMON STOCKS - 145. |
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| May 28, 2020 |
RMR Real Estate Income Fund Portfolio of Investments - March 31, 2020 (unaudited) Company Shares Value COMMON STOCKS - 145. |
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| May 27, 2020 |
As filed with the Securities and Exchange Commission on May 27, 2020 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 In the Matter of RMR Real Estate Income Fund Two Newton Place 255 Washington Street, Suite 30 Newton, Massachusetts 02458 File No. 811-22260 AMENDMENT NO. Application Pursuant to Section 8(f) of The Investment Company Act of 1940 for an Order Declaring That Applicant |
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| May 11, 2020 |
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. ) Filed by the Registrant 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 Prox |
