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false 0001452477 0001452477 2025-11-10 2025-11-10 0001452477 sevn:CommonSharesOfBeneficialInterestMember 2025-11-10 2025-11-10 0001452477 sevn:RightsToPurchaseCommonSharesOfBeneficialInterestMember 2025-11-10 2025-11-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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, 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 Employer
of incorporation)       Identification No.)

 

Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458
  02458-1634
(Address of principal executive offices)   (Zip Code)

 

(617) 332-9530
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Titles of Each Class

 

Trading Symbol

 

Name of exchange on which
registered

Common Shares of Beneficial Interest   SEVN   The Nasdaq Stock Market LLC
Rights to Purchase Common Shares of Beneficial Interest   SEVNR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 


 

Item 8.01. Other Events.

 

On November 10, 2025, Seven Hills Realty Trust, or the Company, commenced its previously announced offering of transferable subscription rights, or the Rights, and distributed the Rights to shareholders of record as of 5:00 p.m., New York City time, on November 10, 2025, or the Record Shareholders, entitling the holders to subscribe for up to an aggregate of 7,532,861 of the Company’s common shares of beneficial interest, $0.001 par value per share, or the Common Shares.

 

The Rights are expected to be listed for trading on The Nasdaq Stock Market LLC under the symbol “SEVNR” and therefore will be transferable and will allow the holders to purchase additional Common Shares.

 

The offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-290401) that was previously filed with the Securities and Exchange Commission, or the SEC, and was declared effective on September 29, 2025, or the Registration Statement. The offering will only be made by means of the prospectus supplement dated October 30, 2025, and the accompanying base prospectus dated September 29, 2025, copies of which will be mailed to all Record Shareholders, and can be accessed through the SEC’s website at www.sec.gov. Additional information regarding the offering and the exercise of the Rights may be obtained from the Company’s information agent, D.F. King & Co., Inc., toll-free at (866) 342-4881 or by email at SEVN@dfking.com.

 

In connection with the offering, the Company is filing certain ancillary documents as Exhibits 4.1, 99.1, 99.2, 99.3, 99.4, 99.5, and 99.6 to this Current Report on Form 8-K for the purpose of incorporating such items by reference to the Registration Statement.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or any of its subsidiaries, nor shall there be any offer, solicitation or sale of any securities of the Company or any of its subsidiaries in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Exhibit Description
4.1   Form of Subscription Rights Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A filed with the SEC on November 7, 2025).
5.1   Opinion of Duane Morris LLP.
23.1   Consent of Duane Morris LLP (included in Exhibit 5.1).
99.1   Form of Instruction Letter as to Use of Rights Certificate.
99.2   Form of Notice to Shareholders Who Are Record Holders.
99.3   Form of Notice to Shareholders Who Are Acting as Nominees.
99.4   Form of Notice to Clients of Shareholders Who Are Acting as Nominees.
99.5   Form of Beneficial Owner Election Form.
99.6   Form of Notice of Guaranteed Delivery.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SEVEN HILLS REALTY TRUST
   
  By: /s/ Matthew C. Brown
  Name: Matthew C. Brown
  Title: Chief Financial Officer and Treasurer

 

Date: November 10, 2025

 

 

EX-5.1 2 tm2530579d1_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

NEW YORK
LONDON
SINGAPORE
PHILADELPHIA
CHICAGO
WASHINGTON, DC
SAN FRANCISCO
SILICON VALLEY
SAN DIEGO
LOS ANGELES
BOSTON
HOUSTON
DALLAS
FORT WORTH
AUSTIN

FIRM and AFFILIATE OFFICES

 

HANOI
HO CHI MINH CITY
SHANGHAI
ATLANTA
BALTIMORE
WILMINGTON
MIAMI
BOCA RATON
PITTSBURGH
NORTH JERSEY
LAS VEGAS
SOUTH JERSEY
SYDNEY
MYANMAR

 

ALLIANCES IN MEXICO

 

 

 

 

 

 

 

 

 

www.duanemorris.com

 

November 10, 2025

 

Seven Hills Realty Trust
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458-1634

 

Re: Rights Offering

 

Ladies and Gentlemen:

 

We have acted as Maryland counsel to Seven Hills Realty Trust, a Maryland real estate investment trust (the “Company”) in connection with certain matters of Maryland law arising out of the Company's issuance of transferable rights (each a “Right” and collectively, the “Rights”) to the holders of record (the “Holders”) of common shares of beneficial interest, $0.001 par value per share (the “Common Shares”), of the Company. The Holders are the holders of record at 5:00 p.m. (New York City time) on November 10, 2025 or such other date as is established as the record date (the “Record Date”). The Rights entitle Holders to subscribe collectively for up to an aggregate of 7,532,861 Common Shares (each, a “Share” and, collectively, the “Shares”), pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-290401) for the offer and sale of an aggregate amount of up to $500,000,000 of certain of the Company's securities, including the Rights and the Shares (the “Registration Statement”), which Registration Statement was filed under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) and declared effective by the Securities and Exchange Commission (the “Commission”). The Registration Statement contains a form of prospectus, dated September 19, 2025 (the “Base Prospectus”), pertaining to the offer, issuance and sale of the securities registered thereby, including the Rights and the Shares.

 

DUANE MORRIS LLP
1201 WILLS STREET, SUITE 330, BALTIMORE MD 21231  PHONE: +1 410 949 2900 FAX: +1 410 949 2901

 


 

Seven Hills Realty Trust

November 10, 2025

Page 2

 

For purposes of rendering this opinion letter, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

 

1.           the Registration Statement;

 

2.           the Base Prospectus;

 

3.           the prospectus supplement, dated October 30, 2025, to the Base Prospectus (together with the Base Prospectus, the “Prospectus”);

 

4.           the dealer manager agreement, dated as of October 30, 2025 (the “Dealer Manager Agreement”), by and between the Company, Tremont Realty Capital LLC and UBS Securities LLC, as exclusive dealer manager;

 

5.           certified copies of (i) the articles of conversion of the Company filed with the Maryland State Department of Assessments and Taxation (“SDAT”) on December 21, 2021 and (ii) the declaration of trust of the Company filed with SDAT on December 21, 2021 (collectively, the “SEVN Charter”);

 

6.           a certified copy of the second amended and restated bylaws of the Company dated as of May 30, 2024 (the “SEVN Bylaws”; together with the SEVN Charter, the “SEVN Organizational Documents”);

 

7.           a copy of the resolutions adopted by the board of trustees of the Company, or a duly authorized committee of the board of trustees of the Company (the “Board”), relating to, among other things, registration of the Securities (the “Resolutions”);

 

8.           an officer’s certificate of the Company as to, among other things, the authenticity and completeness of the SEVN Organizational Documents, the Resolutions, and other matters that we have deemed necessary and appropriate (together with the SEVN Organizational Documents and Resolutions, the “SEVN Documents”); and

 

9.           a certificate of status of the Company from SDAT dated November 7, 2025 (the “Good Standing Certificate”).

 

The documents referenced above in items 1 through 4 are referred to herein as the “Transaction Documents”.

 

We have also examined such other certificates of public officials, such other certificates of officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. Other than the foregoing and the documents listed in items 1 through 9 above, we have not reviewed any other documents. We have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects, and we have no reason to believe that the same are not true, complete and accurate in all material respects.

 

 


 

Seven Hills Realty Trust

November 10, 2025

Page 3

 

In such examination, we have assumed: (i) the genuineness of all signatures; (ii) the legal capacity of all natural persons; (iii) the authenticity and completeness of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents; (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects; (vi) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; (vii) that the conduct of the parties has complied with the requirements of good faith, fair dealing and conscionability; (viii) that the representations, warranties, statements and information contained in the Transaction Documents and the Good Standing Certificate or other comparable documents from public officials dated prior to the date hereof are complete and accurate as of the date hereof; (ix) that all persons executing the Transaction Documents on behalf of any party (other than the Company) are duly authorized; (x) that each of the parties (other than the Company) has duly and validly executed and delivered the Transaction Documents and the party’s obligations are valid and legally binding obligations enforceable in accordance with the terms thereof; (xi) that the Transaction Documents accurately reflect the complete understanding of the parties with respect to the transactions contemplated by the Transaction Documents and the rights and obligations of the parties thereunder; and (xii) that the Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VII of the SEVN Charter.

 

As to all questions of fact material to these opinions, we have relied solely upon the above-referenced certificates or comparable documents and upon the representations and warranties contained in the Transaction Documents and other documents delivered pursuant thereto, and the Good Standing Certificate, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof. Except as expressly set forth in this opinion letter, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of facts, searched the books or records of the Company, searched any internal files, court files, public records, or other information, collected or examined or reviewed any communications, instruments, agreements, documents, financial statements or tax filings, minutes, records or liens.

 

Based on the foregoing, and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

 

1.           The Company is a real estate investment trust (as defined in the Maryland REIT Law) that is validly existing and in good standing under the laws of the State of Maryland.

 

 


 

Seven Hills Realty Trust

November 10, 2025

Page 4

 

2.           The issuance of the Shares upon exercise of the Rights to purchase such Shares under the Rights Offering has been duly authorized by all necessary real estate investment trust action on the part of the Company and, when issued and fully paid for pursuant to the terms of the Resolutions and in accordance with the terms and conditions of the Registration Statement, the Prospectus and the Dealer Manager Agreement, the Shares will be validly issued, fully paid and nonassessable.

 

The foregoing opinions are limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other state or jurisdiction. In delivering our opinion in paragraph 1 hereof regarding the valid existence and good standing of the Company, we have relied solely upon the Good Standing Certificate, and such opinion is limited to the date and meaning ascribed to such terms in such Good Standing Certificate by the respective public official that issued such Good Standing Certificate.

 

We express no opinion on the enforceability of the Transaction Documents.

 

We express no opinion as to compliance with, or the applicability of, federal or state securities laws, including the securities laws of the State of Maryland, or federal or state laws regarding fraudulent transfers or any laws, ordinances, zoning restrictions, rules or regulations of any city, county or other municipality or any other local governmental agency, whether in the State of Maryland or any other jurisdiction.

 

The opinions expressed herein are rendered only as of the date hereof and are based on existing law, which is subject to change. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinions should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

 

Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement to be filed by the Company on or about the date hereof, and to the reference to our firm under the caption “Legal Matters” in the Prospectus. By giving such consent, we do not admit that we are “experts” within the meaning of Section 11 of the 1933 Act or within the category of persons whose consent is required under Section 7 of the 1933 Act.

 

  Very truly yours,
   
  /s/ Duane Morris LLP

 

 

 

EX-99.1 3 tm2530579d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

INSTRUCTIONS AS TO USE OF
SEVEN HILLS REALTY TRUST
RIGHTS CERTIFICATES

 

CONSULT THE INFORMATION AGENT, D.F. KING & CO., INC., YOUR BANK OR YOUR BROKER
AS TO ANY QUESTIONS

 

The following instructions relate to a rights offering (the “Rights Offering”) by Seven Hills Realty Trust, a Maryland real estate investment trust (the “Company"), to its shareholders of record (the “Record Holders”) as described in the Company’s prospectus supplement dated October 30, 2025 and accompanying prospectus dated September 29, 2025 (together, the “Prospectus”). Record Holders of the Company’s common shares of beneficial interest, $0.001 par value per share (“Common Shares”), as of 5:00 p.m., New York City Time, on November 10, 2025 (the “Record Date”) are receiving, at no charge, transferable subscription rights (the “Subscription Rights”) to purchase Common Shares. In the Rights Offering, the Company is offering transferable rights to purchase up to an aggregate of 7,532,861 Common Shares.

 

Each Record Holder will receive one Subscription Right for each Common Share owned of record as of 5:00 p.m., New York City Time, on the Record Date (the “Primary Subscription Right”). The Rights will expire, if not exercised prior to 5:00 p.m., New York City Time, on December 4, 2025, unless extended (the “Expiration Date”). Each holder of Subscription Rights (“Holder”) is entitled to subscribe for one Common Share for every two Subscription Rights held at the subscription price of $8.65 per Common Share (the “Subscription Price”). For example, if a Record Holder owned 100 Common Shares as of 5:00 p.m., New York City Time, on the Record Date, the Record Holder would receive 100 Subscription Rights and would be entitled to subscribe for 50 Common Shares at the Subscription Price. The Company will not issue fractional Common Shares upon the exercise of Subscription Rights; accordingly, Subscription Rights may be exercised only in integer multiples of two, except that any Record Holder who owns fewer than two Common Shares as of the Record Date may subscribe, at the Subscription Price, for one full Common Share.

 

If a Holder elects to purchase the maximum amount of Common Shares available to the Holder pursuant to the Holder’s Primary Subscription Right, such Holder will also be entitled to exercise an over-subscription privilege (the “Over-Subscription Privilege”) to subscribe, subject to allotment, to purchase additional Common Shares, if any, that are not purchased by other Holders pursuant to their Primary Subscription Right (the “Unsubscribed Shares”) as of the Expiration Date. If sufficient Unsubscribed Shares are available, the Company will honor over-subscription requests in full. Common Shares acquired pursuant to the Over-Subscription Privilege are subject to proration and share ownership limitations set forth in the Company’s declaration of trust. See “The Offering – Over-Subscription Privilege” in the Prospectus. If the number of Unsubscribed Shares is not sufficient to satisfy in full all Over-Subscription Privilege requests, then the Unsubscribed Shares will be allocated pro rata among Holders in proportion to the number of rights exercised by such Holder under such Holder’s Primary Subscription Right; provided, however, that no Holder shall be allocated a greater number of Unsubscribed Shares than such Holder paid for.

 

Each Holder will be required to submit payment in full for all the shares the Holder wishes to buy with the Holder’s Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the Expiration Date, if a Holder wishes to maximize the number of shares the Holder may purchase pursuant to the Holder’s Over-Subscription Privilege, the Holder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of Common Shares available to the Holder, assuming that no person other than the Holder purchases any Common Shares pursuant to their Primary Subscription Right and Over-Subscription Privilege. Any excess subscription payments received by the Subscription Agent will be returned, without interest.

 

The Company will not be required to issue Common Shares to you if the Subscription Agent does not receive your payment prior to the Expiration Date. The Company may extend the Expiration Date by giving oral or written notice to the Subscription Agent on or before the Expiration Date. The Primary Subscription Rights will be evidenced by Transferable Subscription Rights Certificates (the “Rights Certificates”).

 

The number of Subscription Rights to which you are entitled is printed on the face of your Rights Certificate. The number of Subscription Rights printed on the face of the Rights Certificate can be used to help you determine your percentage ownership for the purposes of determining the number of shares you elect to subscribe for pursuant to the Over-Subscription Privilege. You should indicate your wishes with regard to the exercise of your Subscription Rights by completing the appropriate portions of your Rights Certificate and returning the certificate to the Subscription Agent in the envelope provided.

 

YOUR RIGHTS CERTIFICATE, AND SUBSCRIPTION PRICE PAYMENT FOR EACH SUBSCRIPTION RIGHT THAT IS EXERCISED PURSUANT TO THE PRIMARY SUBSCRIPTION RIGHT PLUS THE FULL SUBSCRIPTION PRICE FOR ANY COMMON SHARES SUBSCRIBED FOR PURSUANT TO THE OVER-SUBSCRIPTION PRIVILEGE, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION DATE. ONCE A HOLDER OF SUBSCRIPTION RIGHTS HAS EXERCISED THE PRIMARY SUBSCRIPTION RIGHT OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED, EVEN IF THE RIGHTS OFFERING IS EXTENDED BY THE COMPANY’S BOARD OF TRUSTEES. SUBSCRIPTION RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE OF THE RIGHTS OFFERING WILL EXPIRE WITHOUT VALUE.

 

 


 

1. Method of Subscription—Exercise of Subscription Rights.

 

To exercise Subscription Rights, (i) complete your Rights Certificate and send the properly completed and originally executed Rights Certificate to the Subscription Agent, or (ii) if your Common Shares are held in an account with your broker-dealer, trust company, bank or other nominee that qualifies as an Eligible Guarantor Institution (“Eligible Guarantor Institution”) as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, have your Eligible Guarantor Institution deliver a notice of guaranteed delivery to the Subscription Agent by the Expiration Date. The signature of the Record Holder must be guaranteed only if the Record Holder directs the Rights Certificate to be sent to a location other than the Record Holder's record address. Unless payment is effected by means of a notice of guaranteed delivery, on or prior to the Expiration Date, payment in full of the Subscription Price for each share subscribed for pursuant to the Primary Subscription Right plus the full Subscription Price for any Unsubscribed Shares you elect to subscribe for pursuant to the Over-Subscription Privilege must be received by the Subscription Agent. Payment of the Subscription Price will be held in a segregated account to be maintained by the Subscription Agent. All payments must be made in United States dollars for the full number of Common Shares being subscribed for, by check or bank draft drawn on a bank or branch located in the United States and payable to Equiniti Trust Company, LLC at the address set forth below.

 

By Notice of Guaranteed Delivery:

 

Contact an Eligible Guarantor Institution as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, which may include a commercial bank or trust company, a member firm of a domestic stock exchange or a savings bank or credit union, to notify us of your intent to exercise the Subscription Rights.

 

By mail, courier, or other expedited service:

 

Equiniti Trust Company, LLC

Voluntary Corporate Actions

1110 Centre Pointe Curve

Suite # 101

Mendota Heights, MN 55120

 

Delivery to an address or by a method other than those above will not constitute valid delivery. The Rights Certificate and payment of the Subscription Price must be delivered to the Subscription Agent by one of the methods described above.

 

Any questions or requests for information should be addressed to the Information Agent of the Rights Offering, D.F. King & Co., Inc., at the below address:

 

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, NY 10005

Bankers and Brokers Call: (646) 970-2125

Others Call Toll Free: (866) 342-4881

Email: SEVN@dfking.com

 

When making arrangements with your bank or broker for the delivery of funds on your behalf you may also request such bank or broker to exercise the Rights Certificate on your behalf.

 

2


 

Common Shares will not be issued to a Holder unless and until payment in full for such Common Shares is received by the Company. If a Holder who subscribes for Common Shares pursuant to the Primary Subscription Right or Over-Subscription Privilege does not make payment of any amounts due by the Expiration Date, the date guaranteed payments are due under a notice of guaranteed delivery or within ten business days of the confirmation date, as applicable, the Subscription Agent reserves the right to take any or all of the following actions: (1) reallocate the Common Shares to other participating Holders in accordance with the Over-Subscription Privilege; (2) apply any payment actually received by it from the participating Holder toward the purchase of the greatest whole number of Common Shares which could be acquired by such Holder upon exercise of the Primary Subscription Right and/or the Over-Subscription Privilege; and/or (3) exercise any and all other rights or remedies to which it may be entitled, including the right to set off against payments actually received by it with respect to such subscribed for Common Shares.

 

Brokers, custodian banks and other nominee holders of Subscription Rights who exercise the Primary Subscription Right and the Over-Subscription Privilege on behalf of beneficial owners of Subscription Rights will be required to certify to the Subscription Agent and the Company, in connection with the exercise of the Over-Subscription Privilege, as to the aggregate number of Subscription Rights that have been exercised pursuant to the Primary Subscription Right and the number of Common Shares that are being subscribed for pursuant to the Over-Subscription Privilege, by each beneficial owner of Subscription Rights (including such nominee itself) on whose behalf such nominee holder is acting. The Company can provide no assurances that each Holder will actually be entitled to purchase the number of Common Shares issuable upon the exercise of its Over-Subscription Privilege in full at the expiration of the Rights Offering. The Company will not be able to satisfy a Holder’s exercise of the Over-Subscription Privilege, if all of the Holders exercise their Primary Subscription Rights in full. The Company will only honor an Over-Subscription Privilege to the extent sufficient Common Shares are available following the exercise of subscription rights under the Primary Subscription Rights. To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to a Holder is less than the aggregate Subscription Price the Holder actually paid in connection with the exercise of the Over-Subscription Privilege, the Holder will receive only the number of Unsubscribed Shares allocated to the Holder and, as soon as practicable after the Expiration Date, the Holder’s excess subscription payment received by the Subscription Agent will be returned, without interest. To the extent the amount the Holder actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to the Holder pursuant to the Over-Subscription Privilege, such Holder will be allocated the number of Unsubscribed Shares for which it actually paid in connection with the Over-Subscription Privilege. See “The Offering — Over-Subscription Privilege” in the Prospectus.

 

2. Issuance of Common Shares.

 

The following deliveries and payments will be made to the address shown on the face of your Rights Certificate, unless you provide instructions to the contrary in your Rights Certificate.

 

(a)  Primary Subscription Right. As soon as practicable after the Expiration Date and the valid exercise of Subscription Rights, the Subscription Agent will issue to each Holder exercising his or her Primary Subscription Right the Common Shares (in book-entry, or uncertificated, form) purchased by such Holder pursuant to the Primary Subscription Right.

 

(b)  Over-Subscription Privilege . After all allocations, pro-rations and adjustments contemplated by the terms of the Rights Offering have been effected, the Subscription Agent will issue to each Holder that validly exercises his or her Over-Subscription Privilege the Common Shares (in book-entry, or uncertificated, form), if any, allocated to such Holder pursuant to the Over-Subscription Privilege.

 

(c)  Excess Cash Payments. After all allocations, pro-rations and adjustments contemplated by the terms of the Rights Offering have been effected, any excess subscription payments received in payment of the Subscription Price by the Subscription Agent will be mailed to each Holder, without interest.

 

3. Execution.

 

(a) Execution by Registered Holder. The signature on the Rights Certificate must correspond with the name of the registered holder exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever. Persons who sign the Rights Certificate in a representative or other fiduciary capacity must indicate their capacity when signing and, unless waived by the Subscription Agent in its sole and absolute discretion, must present to the Subscription Agent satisfactory evidence of their authority to so act.

 

(b)  Execution by Person Other than Registered Holder. If the Rights Certificate is executed by a person other than the Holder named on the face of the Rights Certificate, proper evidence of authority of the person executing the Rights Certificate must accompany the same unless, for good cause, the Subscription Agent dispenses with proof of authority.

 

3


 

(c)  Signature Guarantees. If you completed any part of Form 2 or Form 3 of the Rights Certificate to provide that the shares issued pursuant to your exercise of Subscription Rights be (x) issued in a name other than that of the registered holder, or (y) sent to an address other than that shown on the front of the Rights Certificate, your signature in Form 4 must be guaranteed in Form 5 by an Eligible Guarantor Institution.

 

4. Method of Delivery.

 

The method of delivery of Rights Certificates and payment of the Subscription Price to the Subscription Agent will be at the election and risk of the Holder.

 

5. Special Provisions Relating to the Delivery of Rights through the Depository Trust Company.

 

In the case of Rights that are held of record through The Depository Trust Company (“DTC”), exercises of the Primary Subscription Right and of the Over-Subscription Privilege may be effected by instructing DTC to transfer Subscription Rights from the DTC account of such Holder to the DTC account of the Subscription Agent, together with certification as to the aggregate number of Subscription Rights exercised subscribed for pursuant to the Primary Subscription Right and the number of Unsubscribed Shares subscribed for pursuant to the Over-Subscription Privilege by each beneficial owner of Subscription Rights on whose behalf such nominee is acting, and payment of the Subscription Price for each Common Shares subscribed for pursuant to the Primary Subscription Right and the Over-Subscription Privilege.

 

4

 

EX-99.2 4 tm2530579d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

SEVEN HILLS REALTY TRUST

 

LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS

 

Subscription Rights to Shareholders of Seven Hills Realty Trust on November 10, 2025

 

Dear Shareholder:

 

This letter is being distributed by Seven Hills Realty Trust (the “Company”) at no charge to all holders of record of shares of its common shares of beneficial interest, par value $0.001 per share (“Common Shares”), as of November 10, 2025 (the “Record Date”), in connection with a distribution of transferable rights (the “Subscription Rights”) to purchase Common Shares. The Subscription Rights and Common Shares are described in the Company’s prospectus supplement dated October 30, 2025 and accompanying prospectus dated September 29, 2025 (together, the “Prospectus”) (a copy of which accompanies this letter). The Company is offering Subscription Rights to purchase up to an aggregate of 7,532,861 Common Shares. This offering will expire without value, if not exercised prior to 5:00 p.m., New York City Time, on December 4, 2025, unless extended (the “Expiration Date”).

 

As described in the Prospectus, you will receive one Subscription Right for each Common Share you own at 5:00 p.m., New York City Time, on the Record Date (the “Primary Subscription Right”). Each holder of Subscription Rights (“Holder”) is entitled to subscribe for one Common Share for every two Subscription Rights held at the subscription price of $8.65 per Common Share (the “Subscription Price”). For example, if you owned 100 Common Shares as of 5:00 p.m., New York City Time, on the Record Date, you would receive 100 Subscription Rights and would have the right to purchase 50 Common Shares at the Subscription Price. The Company will not issue fractional Common Shares upon the exercise of Subscription Rights; accordingly, Subscription Rights may be exercised only in integer multiples of two, except that any Record Date shareholder who owns fewer than two Common Shares as of the Record Date may subscribe, at the Subscription Price, for one full Common Share.

 

If you elect to purchase the maximum amount of Common Shares that you are entitled to purchase pursuant to your Primary Subscription Right, you will also be entitled to exercise an over-subscription privilege (the “Over-Subscription Privilege”) to subscribe, subject to allotment, to purchase additional Common Shares, if any, that are not purchased by other holders of Subscription Rights (“Holders”) pursuant to their Primary Subscription Rights (the “Unsubscribed Shares”) as of the Expiration Date. If sufficient Unsubscribed Shares are available, the Company will honor Over-Subscription Privilege requests in full. Common Shares acquired pursuant to the Over-Subscription Privilege are subject to proration and share ownership limitations set forth in the Company’s declaration of trust. See “The Offering – Over-Subscription Privilege” in the Prospectus. If the number of Unsubscribed Shares is not sufficient to satisfy in full all Over-Subscription Privilege requests, then the Unsubscribed Shares will be allocated pro rata among Holders in proportion to the number of rights exercised by such Holder under his or her Primary Subscription Right; provided, however, that no Holder shall be allocated a greater number of Unsubscribed Shares than such Holder paid for.

 

You will be required to submit payment in full for all the shares you wish to buy with your Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the Expiration Date, if you wish to maximize the number of shares you may purchase pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of Common Shares available to you, assuming that no Holder other than you has purchased any Common Shares pursuant to the Primary Subscription Right and Over-Subscription Privilege. Any excess subscription payments received by the Subscription Agent will be returned, without interest.

 

The Company does not provide any assurances that each of you will actually be entitled to purchase the number of Common Shares issuable upon the exercise of your Over-Subscription Privilege in full at the expiration of this offering. The Company will not be able to satisfy your exercise of the Over-Subscription Privilege if all of our shareholders exercise their Primary Subscription Rights in full and we will only honor an Over-Subscription Privilege to the extent sufficient Common Shares are available following the exercise of subscription rights under the Primary Subscription Rights.

 

To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Privilege is less than the aggregate Subscription Price you actually paid in connection with the exercise of the Over-Subscription Privilege, you will be allocated only the number of Unsubscribed Shares available to you as soon as practicable after the Expiration Date, and your excess subscription payment received by the Subscription Agent will be returned, without interest. To the extent the amount you actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Privilege, you will be allocated the number of Unsubscribed Shares for which you actually paid in connection with the Over-Subscription Privilege. See “The Offering — Over-Subscription Privilege” in the Prospectus.

 

 


 

The Subscription Rights will be evidenced by a transferable Subscription Rights certificate (the “Rights Certificate”). The Subscription Rights will be exercisable until the Expiration Date, at which time they will cease to have value.

 

If you are a beneficial owner of Common Shares on the Record Date you will receive your Subscription Rights through a broker, custodian bank or other nominee. We will have asked all record holders who are brokers, custodian banks or other nominees to notify their respective beneficial owners of this offering.

 

Enclosed are copies of the following documents:

 

1.        Prospectus;

 

2.        Rights Certificate;

 

3.        Instructions as to the Use of Seven Hills Realty Trust Rights Certificates; and

 

4.        A return envelope addressed to Equinity Trust Company, LLC, the Subscription Agent.

 

To exercise the Subscription Rights, you should deliver the properly completed and signed Rights Certificate and forward it, with payment of the Subscription Price in full for each Common Share subscribed for pursuant to the Primary Subscription Right and the Over-Subscription Privilege to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price, prior to the Expiration Date. A Subscription Rights holder cannot revoke the exercise of its Subscription Rights, even if this offering is extended by the Company’s board of trustees. Subscription Rights not exercised prior to the Expiration Date will expire without value.

 

Additional copies of the enclosed materials may be obtained from D.F. King & Co., Inc., the Information Agent for this offering. Any questions or requests for assistance concerning this offering should be directed to the Information Agent at the below address:

 

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, NY 10005

Bankers and Brokers Call: (646) 970-2125

Others Call Toll Free: (866) 342-4881

Email: SEVN@dfking.com

 

  Very truly yours,
   
  Seven Hills Realty Trust

 

2

 

EX-99.3 5 tm2530579d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

SEVEN HILLS REALTY TRUST

 

TO NOMINEES WHOSE CLIENTS ARE BENEFICIAL HOLDERS

 

Subscription Rights to Shareholders of Seven Hills Realty Trust on November 10, 2025

 

To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:

 

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Seven Hills Realty Trust (the “Company”) of its common shares of beneficial interest, par value $0.001 per share (“Common Shares”), pursuant to transferable subscription rights (the “Subscription Rights”) distributed to all holders of record (the “Record Holders”) of Common Shares at 5:00 p.m., New York City Time, on November 10, 2025 (the “Record Date”). The Subscription Rights and Common Shares are described in the Company’s prospectus supplement dated October 30, 2025 and accompanying prospectus dated September 29, 2025 (together, the “Prospectus”). The Rights will expire, if not exercised prior to 5:00 p.m., New York City Time, on December 4, 2025, unless extended (the “Expiration Date”).

 

As described in the Prospectus, each beneficial owner of Common Shares registered in your name or the name of your nominee is entitled to one Subscription Right for each Common Share owned by such beneficial owner at 5:00 p.m., New York City Time, on the Record Date (the “Primary Subscription Right”). Each holder of Subscription Rights (“Holder”) is entitled to subscribe for one Common Share for every two Subscription Rights held at the subscription price of $8.65 per share (the “Subscription Price”). For example, if a Record Holder owned 100 Common Shares as of 5:00 p.m., New York City Time, on the Record Date, it would receive 100 Subscription Rights and would have the right to purchase 50 Common Shares at the Subscription Price. The Company will not issue fractional Common Shares upon the exercise of Subscription Rights; accordingly, Subscription Rights may be exercised only in integer multiples of two, except that any Record Holder who owns fewer than two Common Shares as of the Record Date may subscribe, at the Subscription Price, for one full Common Share.

 

If a Holder elects to purchase the maximum amount of Common Shares that the Holder is entitled to purchase pursuant to the Holder’s Primary Subscription Right, the Holder will also be entitled to exercise an over-subscription privilege (the “Over-Subscription Privilege”) to subscribe, subject to allotment, to purchase additional Common Shares, if any, that are not purchased by other Holders pursuant to their Primary Subscription Rights (the “Unsubscribed Shares”) as of the Expiration Date. Common Shares acquired pursuant to the Over-Subscription Privilege are subject to proration and share ownership limitations set forth in the Company’s declaration of trust. See “The Offering – Over-Subscription Privilege” in the Prospectus. If the number of Unsubscribed Shares is not sufficient to satisfy in full all Over-Subscription Privilege requests, then the Unsubscribed Shares will be allocated pro rata among Holders in proportion to the number of rights exercised by such Holder under such Holder’s Primary Subscription Right; provided, however, that no Holder shall be allocated a greater number of Unsubscribed Shares than such Holder paid for.

 

Each Holder will be required to submit payment in full for all the shares the Holder wishes to buy with the Holder’s Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the expiration of the Rights Offering, if a Holder wishes to maximize the number of shares the Holder may purchase pursuant to the Holder’s Over-Subscription Privilege, the Holder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of Common Shares available to the Holder, assuming that no shareholders other than the Holder purchases any Common Shares pursuant to their Primary Subscription Right and Over-Subscription Privilege. We will not issue fractional shares upon the exercise of a holder’s Primary Subscription Right or Over-Subscription Privilege. Any excess subscription payments received by the Subscription Agent will be returned, without interest.

 

The Company can provide no assurances that each Holder will actually be entitled to purchase the number of Common Shares issuable upon the exercise of its Over-Subscription Privilege in full at the expiration of the Rights Offering. The Company will not be able to satisfy a Holder’s exercise of the Over-Subscription Privilege if all of the Holders exercise their Primary Subscription Rights in full, and we will only honor an Over-Subscription Privilege to the extent sufficient Common Shares are available following the exercise of subscription rights under the Primary Subscription Rights.

 

To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to a Holder pursuant to the Over-Subscription Privilege is less than the aggregate Subscription Price the Holder actually paid in connection with the exercise of the Over-Subscription Privilege, the Holder will be allocated only the number of Unsubscribed Shares available to it as soon as practicable after the Expiration Date, and the Holder’s excess subscription payment received by the Subscription Agent will be returned, without interest. To the extent the amount the Holder actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to the holder pursuant to the Over-Subscription Privilege, such Holder will be allocated the number of Unsubscribed Shares for which it actually paid in connection with the Over-Subscription Privilege. See “The Offering — Over-Subscription Privilege” in the Prospectus.

 

 


 

The Subscription Rights will be evidenced by a transferable Subscription Rights certificate (the “Rights Certificate”) registered in the Record Holder’s name or its nominee. The Subscription Rights will be exercisable until the Expiration Date, at which time they will cease to have value.

 

We are asking the nominees who hold Common Shares beneficially for others and who have received the Subscription Rights distributable with respect to those shares, to notify the beneficial owner of the Rights Offering. Beneficial Owners who hold their shares through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold Common Share certificates directly and prefer to have such institutions effect transactions relating to the Subscription Rights, on their behalf, should contact the appropriate institution or nominee and request it to effect the Subscription Rights transaction for them. In addition, we are asking beneficial owners who wish to obtain a separate Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Rights Certificate be issued.

 

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the Subscription Agent, incurred in connection with the exercise of the Subscription Rights will be for the account of the holder of the Subscription Rights, and none of such commissions, fees or expenses will be paid by the Company or the Subscription Agent.

 

Enclosed are copies of the following documents:

 

1.       Prospectus;

 

2.       Instructions as to the Use of Seven Hills Realty Trust Rights Certificates;

 

3.       A form of letter which may be sent to your clients for whose accounts you hold Common Shares registered in your name or the name of your nominee, with an attached form of instruction;

 

4.       Nominee Holder Certification; and

 

5.       A return envelope addressed to Equiniti Trust Company, LLC, the Subscription Agent.

 

Your prompt action is requested. To exercise the Subscription Rights, you should deliver the properly completed and signed Rights Certificate, with payment of the Subscription Price in full for each Common Share subscribed for pursuant to the Primary Subscription Right and the Over-Subscription Privilege, to the Subscription Agent, as indicated in the Prospectus. The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price prior to the Expiration Date. A Rights holder cannot revoke the exercise of its Subscription Rights, even if the Rights Offering is extended by the Company.

 

Additional copies of the enclosed materials may be obtained from D.F. King & Co., Inc., the Information Agent. Any questions or requests for assistance concerning the Rights Offering should be directed to the Information Agent at the below address:

 

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, NY 10005

Bankers and Brokers Call: (646) 970-2125

Others Call Toll Free: (866) 342-4881

Email: SEVN@dfking.com

 

  Very truly yours,
   
  Seven Hills Realty Trust

 

2

 

EX-99.4 6 tm2530579d1_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

LETTER TO CLIENTS OF NOMINEE HOLDERS

 

Subscription Rights to Shareholders of Seven Hills Realty Trust on November 10, 2025

 

To Our Clients:

 

Seven Hills Realty Trust (the “Company”) is offering common shares of beneficial interest, par value $0.001 per share (“Common Shares”), of the Company pursuant to transferable subscription rights (the “Subscription Rights”) distributed to all holders of record of Common Shares at 5:00 p.m., New York City Time, on November 10, 2025 (the “Record Date”). The Subscription Rights and Common Shares are described in the Company’s prospectus supplement dated October 30, 2025 and accompanying prospectus dated September 29, 2025 (together, the "Prospectus"). The Subscription Rights will permit Record Date shareholders to purchase up to an aggregate of 7,532,861 Common Shares as described in the Prospectus. The Subscription Rights will expire, if not exercised prior to 5:00 p.m., New York City Time, on December 4, 2025, unless extended (the “Expiration Date”).

 

Enclosed for your consideration are:

 

1. the Prospectus regarding the rights offering (the “Rights Offering”); and

 

2. a Beneficial Owners Election Form, to be used to instruct us whether or not to exercise Subscription Rights on your behalf.

 

As described in the Prospectus, you will receive one Subscription Right for each Common Share owned at 5:00 p.m., New York City Time, on the Record Date (the “Primary Subscription Right”). Each holder of Subscription Rights is entitled to subscribe for one Common Share for every two Subscription Rights held at the subscription price of $8.65 per Common Share (the “Subscription Price”). For example, if you owned 100 Common Shares as of 5:00 p.m., New York City Time, on the Record Date, you would receive 100 Subscription Rights and would have the right to purchase 50 Common Shares at the Subscription Price. The Company will not issue fractional Common Shares upon the exercise of Subscription Rights; accordingly, Subscription Rights may be exercised only in integer multiples of two, except that any Record Date shareholder who owns fewer than two Common Shares as of the Record Date may subscribe, at the Subscription Price, for one full Common Share.

 

If you elect to purchase the maximum amount of Common Shares that you are entitled to purchase pursuant to your Primary Subscription Right, you will also be entitled to exercise an over-subscription privilege (the “Over-Subscription Privilege”) to subscribe, subject to allotment, to purchase additional Common Shares, if any, that are not purchased by other holders pursuant to their Primary Subscription Rights (the “Unsubscribed Shares”) as of the Expiration Date. If sufficient Unsubscribed Shares are available, the Company will honor over-subscription requests in full. Common Shares acquired pursuant to the Over-Subscription Privilege are subject to proration and share ownership limitations set forth in the Company’s declaration of trust. See “The Offering – Over-Subscription Privilege” in the Prospectus. If the number of Unsubscribed Shares is not sufficient to satisfy in full all Over-Subscription Privilege requests, then the Unsubscribed Shares will be allocated pro rata among Holders in proportion to the number of rights exercised by such Holder under his or her Primary Subscription Right; provided, however, that no Holder shall be allocated a greater number of Unsubscribed Shares than such Holder paid for.

 

You will be required to submit payment in full for all the shares you wish to buy with your Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Shares prior to the Expiration Date, if you wish to maximize the number of shares you may purchase pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of Common Shares available to you, assuming that no stockholder other than you has purchased any Common Shares pursuant to the Primary Subscription Right and Over-Subscription Privilege. Any excess subscription payments received by the Subscription Agent will be returned, without interest.

 

The Company will not be able to satisfy a holder’s exercise of the Over-Subscription Privilege if all of the holders exercise their Primary Subscription Rights in full, and the Company will only honor an Over-Subscription Privilege to the extent sufficient Common Shares are available following the exercise of Subscription Rights under the Primary Subscription Rights.

 

To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Privilege is less than the aggregate Subscription Price you actually paid in connection with the exercise of the Over-Subscription Privilege, you will be allocated only the number of Unsubscribed Shares available to you as soon as practicable after the Expiration Date, and your excess subscription payment received by the Subscription Agent will be returned, without interest. To the extent the amount you actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Privilege, you will be allocated the number of Unsubscribed Shares for which you actually paid in connection with the Over-Subscription Privilege. See “The Offering — Over-Subscription Privilege” in the Prospectus.

 

 


 

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON SHARES CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES AND SALES OF SUBSCRIPTION RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS.

 

Accordingly, we request instructions as to whether you wish us to elect to subscribe for any Common Shares to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the document carefully before instructing us to exercise your Subscription Rights.

 

If you wish to have us, on your behalf, exercise the Subscription Rights for any Common Shares to which you are entitled, please so instruct us by completing, executing and returning to us the “Beneficial Owner Election” form enclosed with this letter.

 

Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise Subscription Rights on your behalf in accordance with the provisions of this Rights Offering. This Rights Offering will expire at 5:00 p.m., New York City Time, at the Expiration Date. Once you have exercised the Primary Subscription Right or the Over-Subscription Privilege such exercise may not be revoked, even if this Rights Offering is extended by the Company.

 

Additional copies of the enclosed materials may be obtained from D.F. King & Co., Inc., the Information Agent for this Rights Offering. Any questions or requests for assistance concerning this Rights Offering should be directed to the Information Agent at the below address:

 

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor 

New York, NY 10005

Bankers and Brokers Call: (646) 970-2125

Others Call Toll Free: (866) 342-4881

Email: SEVN@dfking.com

 

  Very truly yours,
   
  Seven Hills Realty Trust

 

2

 

EX-99.5 7 tm2530579d1_ex99-5.htm EXHIBIT 99.5

 

Exhibit 99.5

 

 

BENEFICIAL OWNER ELECTION

 

The undersigned acknowledge receipt of your letter and the enclosed materials referred to therein relating to the offering of transferable subscription rights (“Subscription Rights”) to purchase common shares of beneficial interest, par value $0.001 per share (“Common Shares”), of Seven Hills Realty Trust (the “Company”).

 

With respect to any instructions to exercise (or not to exercise) Subscription Rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m., New York City Time, on December 3, 2025, the last business day prior to the scheduled expiration date of the Rights Offering, December 4, 2025 (the “Expiration Date”). The Expiration Date may be extended by the Board of Trustees of the Company.

 

This will instruct you whether to exercise Subscription Rights to purchase Common Shares held by you for the account of the undersigned, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Instructions as to Use of Seven Hills Realty Trust Rights Certificates.”

 

PRIMARY SUBSCRIPTION RIGHT

 

Box 1. [ ] Please DO NOT EXERCISE PRIMARY SUBSCRIPTION RIGHT for Common Shares.

 

Box 2. [ ] Please EXERCISE PRIMARY SUBSCRIPTION RIGHT for Common Shares as set forth below.

 

The number of Subscription Rights for which the undersigned gives instructions for exercise under the Primary Subscription Right should not exceed the number of Subscription Rights that the undersigned is entitled to exercise.

 

OVER-SUBSCRIPTION PRIVILEGE

 

Box 1. [ ] Please DO NOT EXERCISE OVER-SUBSCRIPTION PRIVILEGE for Common Shares.

 

Box 2. [ ] Please EXERCISE OVER-SUBSCRIPTION PRIVILEGE for Common Shares.

 

Type of Privilege  Number of Shares Per Share Price Purchase Price
(Box 1) (Box 2) (Box 3) (Box 4)
Primary Subscription Right   X $8.65 per share

 

$________________

Box 2 Number of shares times Box 3 price per share

Over-Subscription Privilege   X $8.65 per share

 

$_________________

Box 2 Number of shares times Box 3 price per share

TOTAL PAYMENT    

 

$__________________

Total of Box 4 amounts


 

[ ] Payment in the amount of $___________ as set forth in Box 4, is enclosed.

 

[ ] Please deduct payment in the amount of $___________ as set forth in Box 4 from the following account maintained by you as follows:

 

         
  Type of Account    Account Number  
         
         
  Signature of Account Holder      

 

Print or type name below

 

   
     
     

 

 

 

EX-99.6 8 tm2530579d1_ex99-6.htm EXHIBIT 99.6

 

Exhibit 99.6

 

NOTICE OF GUARANTEED DELIVERY

 

For Common Shares of
Seven Hills Realty Trust
Subscribed for under the Primary Subscription
and Pursuant to the Over-Subscription Privilege

 

As set forth in the Prospectus Supplement, dated October 30, 2025, and the accompanying Prospectus, dated September 29, 2025 (collectively, the “Prospectus”) of Seven Hills Realty Trust (the “Trust”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of the Trust’s common shares of beneficial interest, par value $0.001 per share (“Common Shares”), subscribed for under the primary subscription and pursuant to the over-subscription privilege. Such form may be delivered by email, overnight courier, express mail or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., New York City time, on December 4, 2025, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the offering set forth in the Prospectus are incorporated by reference herein.

 

The Subscription Agent is:

 

Equiniti Trust Company, LLC

 

By First Class Mail, Express Mail or Overnight
Courier

Equiniti Trust Company, LLC

1110 Centre Pointe Curve

Suite # 101

Mendota Heights, MN 55120

Attn: Corporate Actions Department

 

If you have any questions regarding the materials,
please contact the Information Agent, D.F. King
 & Co., Inc., by email at SEVN@dfking.com or
by phone at (646) 970-2125 (for bankers and
brokers) or (866) 342-4881 (for others toll free).

 

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

 

The domestic stock exchange member firm or bank or trust company which completes this form must communicate this guarantee and the number of Common Shares subscribed for in connection with this guarantee (separately disclosed as to the primary subscription and the over-subscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., New York City time, on the Expiration Date, guaranteeing delivery of (a) a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the first business day after the Expiration Date). Failure to do so will result in a forfeiture of the rights (the “Rights”) set forth in the Prospectus.

 

 


 

GUARANTEE

 

The undersigned, a domestic stock exchange member firm or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., New York City time, on the first Business Day after the Expiration Date (which is December 5, 2025, unless the Expiration Date shall have been extended as described in the Prospectus) of a properly completed and executed Subscription Certificate, as subscription for such Common Shares is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).

 

SEVEN HILLS REALTY TRUST  Broker Assigned Control #_______

 

1. Primary Subscription Number of Rights to be exercised Number of Common Shares under the Primary subscription requested for which you are guaranteeing delivery of Rights Payment to be made in connection with the Common Shares Subscribed for under the primary subscription
  __________ Rights __________ Common shares (Rights ÷ by 2) $________________
2. Over-Subscription Privilege   Number of Common Shares Requested Pursuant to the Over-Subscription Privilege Payment to be made in connection with the Common Shares Requested Pursuant to the Over-Subscription Privilege
    __________ Common Shares: $________________
3. Totals Total Number of Rights to be Delivered Total Number of Common Shares Subscribed for and/or Requested  
  __________ Rights

Common Shares:

__________

$________________
Total Payment

 

Method of delivery of the Notice of Guaranteed Delivery (circle one)

 

A. Through DTC
B. Direct to Equiniti Trust Company, LLC, as Subscription Agent.

 

 


 

Please reference below the registration of the Rights to be delivered.

 

PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.

 

Name of Firm

 

DTC Participant Number________________________________________

 

Address_____________________________________________________

 

Zip Code____________________________________________________

 

Contact Name________________________________________________

 

 

Authorized Signature

 

Title_________________________________________________________

 

Name (Please Type or Print)______________________________________

 

Phone Number________________________________________________

 

Date________________________________________________________

 

 


 

BENEFICIAL OWNER LISTING CERTIFICATION
Seven Hills Realty Trust

 

The undersigned, a bank, broker or other nominee holder of rights (“Rights”) to purchase common shares of beneficial interest, $0.001 par value per share (“Common Shares”), of Seven Hills Realty Trust (the “Company”) pursuant to the rights offering (the “Offer”) described and provided for in the Company’s Prospectus Supplement, dated October 30, 2025, and the accompanying Prospectus, dated September 29, 2025 (collectively the “Prospectus”), hereby certifies to the Company and to Equiniti Trust Company, LLC, as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line pursuant to the primary subscription (as specified in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional Common Shares pursuant to the over-subscription privilege (as defined in the Prospectus, in the amount set forth in the third column of such line.

 

Number of Record Date
Common Shares Owned
NUMBER OF RIGHTS
exercised pursuant to the
Primary Subscription
NUMBER OF
COMMON SHARES
requested pursuant to the
Over-Subscription
Privilege
1.          
2.          
3.          
4.          
5.          
6.          
7.          
8.          
9.          
10.          
 

 

   
Name of Nominee Holder  
   
By:    
Name:    
Title:    
Dated: _________________________________________________ , 2025  

 

Provide the following information, if applicable:  
   
Depository Trust Corporation (“DTC”) Participant Number  

 

    Name of Broker
     
     
DTC Primary Subscription Confirmation Number(s)   Address