tm252407-4_nonfiling - none

tm252407-4_nonfiling - none - 10.1094218s

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 RULE 14a-6(e)(2))
		☑				Definitive Proxy Statement
		☐				Definitive Additional Materials
		☐				Soliciting Material under §.240.14a-12

Seven Hills Realty Trust

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

		Payment of Filing Fee (Check the appropriate box):
		☑				No fee required.
		☐				Fee paid previously with preliminary materials.
		☐				Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

Notice of 2025 Annual Meeting
of Shareholders and Proxy Statement

Wednesday, May 28, 2025 at 9:30 a.m., Eastern Time

Live Webcast Accessible at
https://www.virtualshareholdermeeting.com/SEVN2025

TABLE OF CONTENTS

[MISSING IMAGE: pg_businatglance-4c.jpg]

TABLE OF CONTENTS

LETTER TO OUR SHAREHOLDERS
FROM YOUR BOARD OF TRUSTEES

Dear Fellow Shareholders:

Please join us for our 2025 Annual Meeting of Shareholders, which will be held virtually at 9:30 a.m. on Wednesday, May 28, 2025. The business to be conducted at the meeting is explained in the attached Notice of Meeting and Proxy Statement. We believe furnishing these materials over the internet expedites your receipt of these important materials while lowering costs and reducing the environmental impact of our annual meeting.

In 2024, SEVN outperformed our benchmark index, the FTSE Nareit Mortgage Commercial Financing Index by more than 20%. This is the second consecutive year that we have outperformed this index, delivering meaningful shareholder returns. We believe our index outperformance is the result of the quality of our underwriting and portfolio asset management. For the full year, we generated net income of $17.8 million or $1.20 per share and distributable earnings of $21.3 million or $1.45 per share.

At the end of the fourth quarter, our diverse portfolio remained completely invested in floating rate loans and consisted of 21 first mortgages with an average loan size of $31 million and commitments of $641 million. Our investments have a weighted average coupon of 8.2% and an all-in yield of 8.6%. In total, at year end, our portfolio had a weighted average maximum maturity of 2.6 years and a favorable overall credit profile with an LTV of 67%.

In 2024, we amended our UBS repo facility to extend the maturity date from February 2025 to February 2026 and increase the maximum facility size by $45 million dollars to $250 million. We also extended the maturity date of our $125 million dollar Wells Fargo repo facility from February 2025 to March 2026 and our $215 million dollar Citi facility from September 2024 until September 2026.

In December, we added Ann Danner to our Board as an Independent Trustee. Ann brings more than 40 years of real estate industry experience and her strong background in residential and multifamily development, investment and operations will be a significant asset to SEVN going forward. With Ann’s addition, we increased our percentage of independent board members to 71%.

We thank you for your investment in our Company and for the trust you place in us to oversee your interests in our business.

March 19, 2025

				Ann M. Danner			Joseph L. Morea
				Barbara D. Gilmore			Adam Portnoy
				Matthew P. Jordan			Jeffrey P. Somers
				William A. Lamkin

TABLE OF CONTENTS

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

	Location: Live Webcast Accessible at https://www.virtualshare holdermeeting.com/ SEVN2025 Date: Wednesday, May 28, 2025 Time: 9:30 a.m., Eastern Time			Agenda: • Elect the Trustee nominees identified in the accompanying Proxy Statement to our Board of Trustees; • Approve the Second Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan; • Ratify the appointment of Deloitte & Touche LLP as our independent auditors to serve for the 2025 fiscal year; and • Transact such other business as may properly come before the meeting and at any postponements or adjournments of the meeting. Record Date: You can vote if you were a shareholder of record as of the close of business on March 12, 2025 (the “Record Date”).
				Attending Our 2025 Annual Meeting: To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be a virtual meeting of shareholders, which will be conducted by webcast. Shareholders will be able to listen, vote and submit questions online during our 2025 Annual Meeting. In order to attend and participate in our 2025 Annual Meeting, shareholders must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time, on May 27, 2025. • Record Owners: If you are a shareholder as of the close of business on the Record Date who holds shares directly, you may participate in our 2025 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2025 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials or proxy card. • Beneficial Owners: If you are a shareholder as of the close of business on the Record Date who holds shares indirectly through a brokerage firm, bank or other nominee, you may participate in our 2025 Annual Meeting by visiting https://www.virtualshareholder meeting.com/SEVN2025 and entering the 16 digit control number located on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Please follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a control number if needed.
				Please see the accompanying Proxy Statement for additional information.
				By Order of our Board of Trustees, Jennifer B. Clark Secretary March 19, 2025

TABLE OF CONTENTS

	PLEASE VOTE			1
	CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			2
	Board Composition, Expansion and Refreshment			2
	Key Responsibilities of Our Board			2
	Our Board’s Role in Oversight of Risk Management			2
	Trustee Independence			4
	Executive Sessions of Independent Trustees			4
	Board Leadership Structure			4
	Lead Independent Trustee			5
	Code of Business Conduct and Ethics and Committee Governance			5
	Environmental, Social and Governance Policies			6
	Insider Trading Policies and Procedures			6
	Prohibition on Hedging			6
	Recommendations for Trustees			6
	Communications with our Board			7
	Shareholder Nominations and Other Proposals			7
	PROPOSAL 1: ELECTION OF TRUSTEES			8
	Trustee Nominees to be Elected at Our 2025 Annual Meeting			9
	Continuing Trustees			11
	Executive Officers			16
	BOARD COMMITTEES			17
	Audit Committee			17
	Compensation Committee			17
	Nominating and Governance Committee			17
	BOARD MEETINGS			18
	TRUSTEE COMPENSATION			18
	Compensation of Trustees			18
	Trustee Share Ownership Guidelines			18
	Fiscal Year 2024 Trustee Compensation			19
	OWNERSHIP OF OUR EQUITY SECURITIES			20
	Trustees and Executive Officers			20
	Principal Shareholders			21
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			22
	EXECUTIVE COMPENSATION			23
	Summary Compensation Table			23
	2024 Outstanding Equity Awards at Fiscal Year End			23
	Potential Payments upon Termination or Change in Control			24
	Equity Plan Information			25
	Pay Versus Performance			25
	PROPOSAL 2: APPROVAL OF THE SECOND AMENDED AND RESTATED SEVEN HILLS REALTY TRUST 2021 EQUITY COMPENSATION PLAN			28
	PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS			31
	Audit Fees and All Other Fees			31
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			32
	Other Information			32
	REPORT OF OUR AUDIT COMMITTEE			33
	FREQUENTLY ASKED QUESTIONS			34
	RELATED PERSON TRANSACTIONS			39
	WARNING CONCERNING FORWARD-LOOKING STATEMENTS			40
	OTHER INFORMATION			41
	ANNEX A—SECOND AMENDED AND RESTATED SEVEN HILLS REALTY TRUST 2021 EQUITY COMPENSATION PLAN			A-1
	ANNEX B—CERTAIN RELATED PERSON TRANSACTIONS			B-1

TABLE OF CONTENTS

PROXY STATEMENT

The Board of Trustees (“Board”) of Seven Hills Realty Trust, a Maryland real estate investment trust (the “Company,” “we,” “us” or “our”), is furnishing this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by our Board for our 2025 annual meeting of shareholders. To provide all of our shareholders an opportunity to participate in our 2025 Annual Meeting, our 2025 Annual Meeting will be held virtually via live webcast on Wednesday, May 28, 2025, at 9:30 a.m., Eastern Time, subject to any postponements or adjournments (the “2025 Annual Meeting”). We are first making these proxy materials available to shareholders on or about March 19, 2025.

Only owners of record of our common shares of beneficial interest (“Common Shares”) as of the close of business on March 12, 2025, the Record Date for our 2025 Annual Meeting, are entitled to notice of, and to vote at, the meeting and at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the Record Date. Our Common Shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”). At the close of business on March 12, 2025, there were approximately 14,902,773 Common Shares issued and outstanding.

The mailing address of our principal executive office is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR 2025 ANNUAL MEETING TO BE HELD ON WEDNESDAY, MAY 28, 2025.
		The Notice of 2025 Annual Meeting, Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2024 are available at www.proxyvote.com.

TABLE OF CONTENTS

PLEASE VOTE

Please vote to participate in our decision making. Nasdaq rules do not allow a broker, bank or other nominee who holds shares on your behalf to vote on nondiscretionary matters without your instructions.

PROPOSALS THAT REQUIRE YOUR VOTE

PROPOSAL	MORE INFORMATION	BOARD RECOMMENDATION	VOTES REQUIRED FOR APPROVAL
1 Election of Trustees	Page 8	✓ FOR ALL	Plurality of all votes cast
2 Approval of the Second Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan	Page 28	✓ FOR	Majority of all votes cast
3 Ratification of independent auditors*	Page 31	✓ FOR	Majority of all votes cast

Non-binding advisory vote.

With respect to Proposal 1, you may vote “FOR ALL” nominees, “WITHHOLD ALL” nominees and “FOR ALL EXCEPT” those nominees noted by you in the appropriate portion of your proxy card. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposals 2 and 3.

You can vote in advance in one of three ways:

	via the internet			Visit www.proxyvote.com and enter your 16 digit control number provided in your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form before 11:59 p.m., Eastern Time, on May 27, 2025 to authorize a proxy VIA THE INTERNET.
	by phone			Call 1-800-690-6903 if you are a shareholder of record and 1-800-454-8683 if you are a beneficial owner before 11:59 p.m., Eastern Time, on May 27, 2025 to authorize a proxy BY TELEPHONE. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form.
	by mail			Sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you are a beneficial owner to authorize a proxy BY MAIL.

If the meeting is postponed or adjourned, these times will be extended to 11:59 p.m., Eastern Time, on the day before the reconvened meeting.

PLEASE VISIT: www.proxyvote.com

•

To review and download easy to read versions of our Proxy Statement and Annual Report.

•

To sign up for future electronic delivery to reduce the impact on the environment.

•

To register in advance to attend our 2025 Annual Meeting.

2025 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Board Composition, Expansion and Refreshment

Ensuring our Board is comprised of Trustees who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long-term interests of shareholders is a top priority of our Board and our Nominating and Governance Committee. Our Board regularly evaluates its composition. In December 2024 we increased the size of our Board to seven Trustees, including five Independent Trustees and two Managing Trustees, and elected Ann M. Danner as an Independent Trustee. As of December 31, 2024, 29% of our Board was comprised of members from underrepresented communities. Our Nominating and Governance Committee and our Board have retained Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist our Nominating and Governance Committee in:

•

identifying and evaluating potential trustee candidates;

•

creating an even playing field among candidates identified regardless of source;

•

using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and

•

assisting in attracting and vetting candidates.

Key Responsibilities of Our Board

Oversight of Strategy

Oversight of Risk

Succession Planning

✓

Our Board oversees and monitors strategic planning.

✓

Business strategy is a key focus of our Board and embedded in the work of Board committees.

✓

Company management is charged with executing our business strategy and provides regular performance updates to our Board.

✓

Our Board oversees risk management.

✓

Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.

✓

Company management is charged with managing risk, through robust internal processes and effective internal controls.

✓

Our Board oversees succession planning and talent development for senior executive positions.

✓

Our Nominating and Governance Committee makes an annual report to our Board on succession planning.

✓

In the event of a succession, our entire Board may work with our Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.

Our Board’s Role in Oversight of Risk Management

Our Board is elected by our shareholders to oversee our business and long term strategy. As part of fulfilling its responsibilities, our Board oversees the maintenance of appropriate financial and other internal controls and our compliance with applicable laws and regulations. Inherent in these responsibilities is our Board’s understanding and oversight of the various risks we face. Our Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of our business strategy.

Our Board oversees risk as part of its general oversight of our Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board

2025 Proxy Statement

TABLE OF CONTENTS

committee meetings. Our day to day business is conducted by Tremont Realty Capital LLC (“Tremont”), and Tremont and our officers are responsible for incorporating risk management in their activities. Our management and members of our internal audit group meet regularly with our Audit Committee and provide us with advice and assistance with our risk management function.

In discharging their oversight responsibilities, our Board and Board committees review regularly a wide range of reports provided to them by Tremont, internal audit and other service providers, including:

•

reports on market and industry conditions;

•

operating and regulatory compliance reports;

•

financial reports;

•

reports on risk management and our Environmental, Social and Governance (“ESG”) activities and initiatives;

•

regulatory and legislative updates that may impact us;

•

reports on the security of our information technology processes and our data; and

•

legal proceeding updates and reports on other business related matters.

Our Board and Board committees discuss these matters among themselves and with representatives of Tremont, The RMR Group LLC (“RMR”), our officers, members of our internal audit group, legal counsel, our independent auditors and other professionals, as appropriate.

Our Audit Committee takes a leading role in helping our Board fulfill its responsibilities for oversight of our financial reporting, internal audit function, risk management, including cybersecurity and the use of artificial intelligence, and our compliance with legal and regulatory requirements. Our Board and Audit Committee review reports annually from our independent auditors regarding potential risks, including risks related to our internal control over financial reporting, and at other times, as may be warranted. Our Audit Committee also annually reviews an internal audit plan developed by members of our internal audit group with the goal of helping us systematically evaluate the effectiveness of our risk management, control and governance processes on an annual basis. Our Audit Committee meets at least quarterly and reports its findings and results of its monitoring activities and oversight on our financial reporting, internal audit function, risk management, including cybersecurity, and our compliance with legal and regulatory requirements, as applicable, to our Board. Our Audit Committee also meets quarterly with members of our internal audit group to review the results of our internal audits and receive reports, and directs or recommends to our Board actions or changes it determines appropriate to enhance or improve the effectiveness of our risk management, including cybersecurity, as it determines appropriate.

Our Audit Committee considers risks related to cybersecurity, and receives annual reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by us, including updates on the internal and external cybersecurity landscape and relevant technical developments, such as advances in the use of artificial intelligence, and more frequent reports as it may direct or as warranted. RMR has conducted an external assessment of its cybersecurity controls using a qualified third party. In addition, RMR’s cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework. RMR conducts annual data security education and testing for its employees, including Tremont employees and RMR employees who provide services to us, in addition to penetration testing and unannounced email phishing exercises.

Our Compensation Committee, whose responsibilities are detailed in its charter, among other responsibilities, evaluates the performance of Tremont, our manager, under our business management agreement. Also, our Compensation Committee and our Board consider that we have a share award program that requires share awards to executive officers to vest over a period of years. We believe that the use of share awards vesting over time rather than stock options mitigates the incentives for our management to undertake undue risks and encourages management to make long term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect us or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for us to bear certain risks to achieve our objectives. As a result of the foregoing and other factors, our ability to manage risk is subject to substantial limitations.

2025 Proxy Statement

TABLE OF CONTENTS

To learn more about the risks we face, you can review the matters discussed in Part I, “Item 1A Risk Factors” and “Warning Concerning Forward Looking Statements” in our Annual Report to Shareholders for the fiscal year ended December 31, 2024 (the “Annual Report”). The risks described in the Annual Report are not the only risks we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Trustee Independence

Under the corporate governance listing standards of the Nasdaq, to be considered independent:

•

a trustee must not have a disqualifying relationship, as defined in the corporate governance section of the Nasdaq rules; and

•

our Board must affirmatively determine that the trustee otherwise has no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a trustee. To facilitate the trustee independence assessment process, our Board has adopted written Governance Guidelines as described below.

In accordance with our Declaration of Trust and Bylaws, our Board is comprised of seven Trustees, including five Independent Trustees and two Managing Trustees.

Our Bylaws also require that a majority of our Board be Independent Trustees. Under our Declaration of Trust, Independent Trustees are Trustees who are not employees of Tremont or RMR, are not involved in our day to day activities and who meet the qualifications of independent directors under the applicable rules of the Nasdaq and the Securities and Exchange Commission (the “SEC”).

Our Board affirmatively determines whether Trustees have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Trustees or trustees or directors of our subsidiaries. In making independence determinations, our Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee’s relationship with us, our Board considers all relevant facts and circumstances, not merely from the Trustee’s standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, our Board has determined that Ann M. Danner, Barbara D. Gilmore, William A. Lamkin, Joseph L. Morea and Jeffrey P. Somers currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In making these independence determinations, our Board reviewed and discussed additional information provided by us and our Trustees with regard to each of our Trustees’ relationships with us, Tremont, RMR or The RMR Group Inc. (“RMR Inc.”) and the other companies to which RMR provides management services (the “RMR Clients”). Our Board has concluded that none of these five Trustees possessed or currently possesses any relationship that could impair his, her or their judgment in connection with his, her or their duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

Executive Sessions of Independent Trustees

Pursuant to our Governance Guidelines, our Independent Trustees meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet with our officers, other representatives of our management, as appropriate, and with our independent auditors. The presiding Trustee for purposes of leading Independent Trustee sessions is the Lead Independent Trustee, unless the Independent Trustees determine otherwise.

Board Leadership Structure

All Trustees play an active role in overseeing our business both at our Board and committee levels. As set forth in our Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing our Company and our strategic direction. Our Trustees are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit organizations and law firms. Our Trustees may be called upon to provide solutions

2025 Proxy Statement

TABLE OF CONTENTS

to various complex issues and are expected to, and do, ask hard questions of our officers and advisors. Our Board is small, which facilitates informal discussions and communication from management to our Board and among Trustees.

Adam Portnoy has served as Chair of our Board (our “Chair”) since 2021. Our President and our Chief Financial Officer and Treasurer are not members of our Board, but they regularly attend Board and Board committee meetings. Other officers of Tremont and RMR also sometimes attend Board meetings at the invitation of our Board. Special meetings of our Board may be called at any time by any Managing Trustee, the Chief Executive Officer, if any, President or the Secretary pursuant to the request of any two Trustees then in office. Our Managing Trustees, in consultation with our management, set the agenda for Board meetings. Other Trustees may suggest agenda items as well. Discussions at Board meetings are led by the Managing Trustee, the Independent Trustee or member of management who is most knowledgeable on a subject.

Lead Independent Trustee

We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Mr. Morea serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, robust responsibilities that include:

•

assisting the Board in evaluating its effectiveness;

•

presiding at all meetings of our Board at which the Chair or a Managing Trustee is not present;

•

presiding at all meetings and executive sessions of the Independent Trustees;

•

having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;

•

serving as the principal liaison between the Independent Trustees and the senior management team;

•

assisting our Compensation Committee in its annual evaluation of the performance of our management and of our manager, Tremont;

•

considering suggestions for meeting agenda items from other Independent Trustees;

•

with our Nominating and Governance Committee and our Chair, monitoring and coordinating with our management on corporate governance issues and developments;

•

authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and

•

if requested, and in coordination with our Chair and our management, being reasonably available for consultation and direct communication with shareholders.

Code of Business Conduct and Ethics and Committee Governance

Our Board is committed to corporate governance that promotes the long term interests of our shareholders. Our Board has established Governance Guidelines that provide a framework for effective governance. Our Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

We have also adopted the Code of Business Conduct and Ethics (the “Code”) to, among other things, provide guidance to our board members, officers and Tremont employees and ensure compliance with applicable laws and regulations.

Our Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.

Our Audit Committee, Compensation Committee and Nominating and Governance Committee are each comprised entirely of Independent Trustees under applicable Nasdaq rules who also meet the independence

2025 Proxy Statement

TABLE OF CONTENTS

criteria applicable to audit committees and compensation committees under the Sarbanes-Oxley Act of 2002 and the SEC’s implementing rules under that law.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code and information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code and how to communicate with our Trustees, individually or as a group. To access these documents on our website visit www.sevnreit.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Code that apply to the principal executive officer, principal financial officer or controller, or persons performing similar functions, by posting such information on our website.

Environmental, Social and Governance Policies

Our Board has adopted the following policies in connection with our efforts to lead a sustainable business and improve our internal culture and the communities in which we operate: Employee Health and Wellness, Human Rights, Philanthropy and Business Partners’ Code of Conduct. These policies reflect our core culture of integrity and mutual respect as well as our commitment to caring for our borrowers, their tenants and the individuals who provide services to us as well as for the communities in which we operate. Our Employee Health and Wellness policy is designed to protect the health and wellbeing of all individuals in our workplace; our Human Rights policy is designed to promote a culture of mutual respect for people, communities and our planet; our Philanthropy policy sets forth our, Tremont’s and RMR’s commitment to investing in our communities through a variety of philanthropic engagements; and our Business Partners’ Code of Conduct sets forth our expectations for our, Tremont’s and RMR’s business partners to conduct business in an ethical manner that promotes the accomplishment of our goals.

Insider Trading Policies and Procedures

We have adopted Insider Trading Policies and Procedures (our “Insider Trading Policy”) governing the purchase, sale, and other dispositions of our securities by our Trustees and officers, directors, officers and employees of RMR and Tremont and the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. In general, our Insider Trading Policy prohibits us and our Trustees and officers, directors and officers of RMR Inc., officers and employees of RMR and Tremont and related persons from trading in our securities while aware of material, nonpublic information about us. Our Insider Trading Policy also prohibits our Trustees and Executive Officers, the directors of RMR Inc. and Tremont and executive officers of RMR and Tremont from transacting in our securities during certain designated blackout periods. In addition, our Trustees, RMR Inc.’s directors and certain of the Company’s and RMR’s senior officers are required to obtain approval in advance of transactions in our securities. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Prohibition on Hedging

Our Insider Trading Policy expressly prohibits members of our Board and our officers from engaging in hedging transactions involving our securities.

Recommendations for Trustees

Our Nominating and Governance Committee is responsible for identifying and evaluating nominees for Trustee and for recommending to our Board nominees for election at each annual meeting of shareholders. Our Nominating and Governance Committee may consider candidates suggested by our Trustees, officers or shareholders or by others. Shareholders who would like to recommend a Trustee nominee should submit their recommendations in writing by mail to the Chair of our Nominating and Governance Committee, c/o Secretary, Seven Hills Realty Trust, at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@sevnreit.com. Any such recommendation should include a

2025 Proxy Statement

TABLE OF CONTENTS

description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, as well as the addresses and telephone numbers for contacting the shareholder and the candidate for more information. Our Nominating and Governance Committee may request additional information about the shareholder recommended nominee or about the shareholder recommending the nominee. Recommendations by shareholders will be considered by our Nominating and Governance Committee in its discretion using the same criteria as other candidates it considers.

Communications with our Board

Our Board has established a process to facilitate communication by shareholders and other interested parties with our Trustees, individually or as a group. Communications should be addressed to our Trustees or the Trustee for whom the communication is intended, in care of the Secretary, Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or by email to secretary@sevnreit.com.

Shareholder Nominations and Other Proposals

Deadline to Submit Proposals Pursuant to Rule 14a-8 for the 2026 Annual Meeting of Shareholders: Shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received at our principal executive office on or before November 19, 2025 in order to be eligible to be included in the proxy statement for the 2026 annual meeting of shareholders; provided, that, if the date of the 2026 annual meeting of shareholders is more than 30 days before or after May 28, 2026, such a proposal must be submitted within a reasonable time before we begin to print our proxy materials. Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials in certain circumstances or if conditions specified in the rule are not met.

Deadline to Submit Nominations and Other Proposals for the 2026 Annual Meeting of Shareholders under our Bylaws: To be timely, shareholder nominations and proposals intended to be made outside of Rule 14a-8 under the Exchange Act at the 2026 annual meeting of shareholders must be delivered to our Secretary at our principal executive office, in accordance with the requirements of our Bylaws, not later than 5:00 p.m., Eastern Time, on November 19, 2025 and not earlier than October 20, 2025; provided, that, if the date of the 2026 annual meeting of shareholders is more than 30 days earlier or later than May 28, 2026, then a shareholder’s notice must be so delivered not later than 5:00 p.m., Eastern Time, on the tenth day following the earlier of the day on which (i) notice of the date of the 2026 annual meeting of shareholders is mailed or otherwise made available or (ii) public announcement of the date of the 2026 annual meeting of shareholders is first made by us. Shareholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Bylaws, which include, among other things, requirements as to the shareholder’s timely delivery of advance notice, continuous requisite ownership of Common Shares and holding of a share certificate for such shares at the time of the advance notice, the record date for determining shareholders entitled to vote at the annual meeting and at the time of the annual meeting.

The foregoing description of the deadlines and other requirements for shareholders to submit a nomination for election to our Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. Copies of our Declaration of Trust and Bylaws, including the requirements for shareholder nominations and other shareholder proposals, may be obtained by writing to our Secretary at Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC’s website, www.sec.gov. Any shareholder considering making a nomination or proposal should carefully review and comply with those provisions.

2025 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF TRUSTEES

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Ms. Barbara D. Gilmore and Mr. Joseph L. Morea for election as Independent Trustees in Class III. Ms. Gilmore and Mr. Morea currently serve on our Board.

If elected, each nominee would serve until our 2028 annual meeting of shareholders and until his, her or their successor is duly elected and qualifies, subject to the individual’s earlier death, resignation, retirement, disqualification or removal.

We expect that each Trustee nominee will be able to serve if elected. However, if a nominee should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by our Board.

OUR BOARD BELIEVES THAT ITS MEMBERS SHOULD:

•

exhibit high standards of integrity and ethics;

•

have business acumen, practical wisdom, ability to exercise sound judgment in a congenial manner and be able to make independent analytical inquiries;

•

have a strong record of achievements;

•

have knowledge of the commercial real estate (“CRE”) industry, CRE financing and real estate investment trusts (“REITs”);

•

have diverse perspectives, backgrounds and experiences, including professional background and skills; and

•

be committed to serving on our Board over a period of years in order to develop knowledge about our operations and have sufficient time and availability to devote to Board and committee matters.

In addition, our Board has determined that our Board, as a whole, should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. Our Board believes that Trustees with one or more of the following professional skills or experiences can assist in meeting this goal:

•

work experience with a proven record of success in his, her or their field;

•

risk oversight/management expertise;

•

accounting and finance experience, including a high level of financial literacy and understanding of the impact of financial market trends on the real estate industry;

•

operating business and/or transactional experience;

•

management/leadership experience;

•

knowledge of our historical business activities;

•

familiarity with the public capital markets;

•

experience at a strategic or policymaking level in a business, government or non-profit organization of high standing;

•

service on other public company boards and committees;

•

qualifying as a Managing Trustee in accordance with the requirements of our governing documents; and

•

qualifying as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

Our Nominating and Governance Committee and our Board consider the qualifications, characteristics and skills of Trustees and Trustee candidates individually and in the broader context of our Board’s overall composition when evaluating potential nominees for election as Trustee.

A plurality of all the votes cast is required to elect each Trustee nominee at our 2025 Annual Meeting.

The names, principal occupations and certain other information about each Trustee nominee, as well as a summary of the key experiences, qualifications, attributes and skills that led our Nominating and Governance Committee and our Board to conclude that such person is currently qualified to serve as a Trustee, are set forth on the following pages.

Our Board of Trustees recommends a vote of “FOR ALL” for the election of both Trustee nominees.

2025 Proxy Statement

TABLE OF CONTENTS

Trustee Nominees to be Elected at Our 2025 Annual Meeting

Barbara D. Gilmore, 74, Independent Trustee

[MISSING IMAGE: ph_barbaradgilmore-bw.jpg]

TRUSTEE SINCE 2020
BOARD COMMITTEES
Audit
Compensation (Chair)
Nominating and Governance

Class III with a term expiring at our 2025 Annual Meeting

PROFESSIONAL EXPERIENCE:

•

Professional law clerk at the United States Bankruptcy Court, Eastern Division of the District of Massachusetts, from 2015 until her retirement in 2018.

•

Professional law clerk at the United States Bankruptcy Court, Central Division of the District of Massachusetts, from 2001 to 2015.

•

Partner of the law firm of Sullivan & Worcester LLP from 1993 to 2000, during which time she was appointed and served as trustee or examiner in various cases involving business finance matters.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Office Properties Income Trust (since 2009)

•

AlerisLife Inc. (from 2004 until it was acquired by ABP Trust in March 2023)

•

TravelCenters of America Inc. (from 2007 until it was acquired by BP Products North America Inc. in May 2023) and lead independent director (from 2019 to May 2023)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

BACKGROUND

Ms. Gilmore brings to our Board extensive professional skills and experience in legal and business finance matters. Ms. Gilmore possesses experience in public policy matters as well as insights and understanding of government practices gained through government service and her experience as a lawyer, bankruptcy court clerk, bankruptcy trustee and bankruptcy examiner. Ms. Gilmore has also served on public company boards and board committees. Ms. Gilmore identifies as Caucasian and as female. Ms. Gilmore qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

	Risk Oversight/Management			Government/Public Policy			Financial Literacy			REIT/Real Estate
	Legal/Regulatory			Public Company Board

(1)

In addition to us, RMR currently provides management services to four other public companies that do not have any employees of their own: Diversified Healthcare Trust (Nasdaq: DHC), Industrial Logistics Properties Trust (Nasdaq: ILPT), Office Properties Income Trust (Nasdaq: OPI) and Service Properties Trust (Nasdaq: SVC). For us and the companies with no employees, RMR or its subsidiaries provide all business operations and functions pursuant to the terms of the applicable management agreements with those companies.

2025 Proxy Statement

TABLE OF CONTENTS

Joseph L. Morea, 69, Independent Trustee

TRUSTEE SINCE 2021
LEAD INDEPENDENT
TRUSTEE SINCE 2021
BOARD COMMITTEES
Audit

Class III with a term expiring at our 2025 Annual Meeting

PROFESSIONAL EXPERIENCE:

•

Vice chairman and managing director, serving as head of U.S. Equity Capital Markets, at RBC Capital Markets, an international investment bank, from 2003 until 2012.

•

Head of U.S. Investment Banking for RBC Capital Markets from 2008 to 2009.

•

Prior work as an investment banker, including as a managing director and the co-head of U.S. Equity Capital Markets at UBS, Inc.

•

Former chief operating officer of the Investment Banking Division and head of U.S. Equity Capital Markets at PaineWebber, Inc.

•

Former managing director of Equity Capital Markets at Smith Barney, Inc.

•

Work as a certified public accountant, prior to working as an investment banker.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Industrial Logistics Properties Trust (since 2018)

•

TravelCenters of America Inc. (from 2015 until it was acquired by BP Products North America Inc. in May 2023)

•

Tremont Mortgage Trust (from 2017 until it merged with us in September 2021)

•

RMR Mortgage Trust (from 2016 to May 2020 (known previously as RMR Real Estate Income Fund))

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

Portman Ridge Finance Corporation (since 2020)

•

Garrison Capital Inc. (from 2015 until it was acquired by Portman Ridge Finance Corporation in 2020)

•

First Eagle Senior Loan Fund (from 2013 to 2021)

BACKGROUND

Mr. Morea brings to our Board extensive experience in, and knowledge of, the investment banking industry and public capital markets. Mr. Morea has demonstrated leadership and management abilities as well as experience in capital raising, in strategic business transactions and finance matters. Mr. Morea has experience serving on the boards of public companies as a trustee, director and committee member. Mr. Morea has institutional knowledge earned through prior service on our Board. Mr. Morea identifies as Caucasian and as male. Mr. Morea qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

	Risk Oversight/Management			Human Capital Management			Financial Expertise			Investment Expertise
	REIT/Real Estate			ESG			Public Company Board

2025 Proxy Statement

TABLE OF CONTENTS

Continuing Trustees

Ann M. Danner, 68, Independent Trustee

TRUSTEE SINCE 2024
BOARD COMMITTEES
Audit
Compensation
Nominating and Governance

Class I with a term expiring at our 2026 annual meeting of shareholders

PROFESSIONAL EXPERIENCE:

•

Founder and managing member of RHA Advisors LLC, a construction development and management consultancy firm, since 2018.

•

Co-Founder and chief executive officer of Residential Homes of America, Inc., a vertically integrated apartment and homebuilding development company, from 1986 to 2016.

•

Vice president and director of acquisitions and sales at American United, Inc., a company engaged in development and management of a 9,000-unit apartment portfolio, from 1980 to 1986.

•

Independent advisory director for Sordoni Construction Services Inc., a general contracting business specializing in full-service construction for healthcare, education, industrial and other commercial facilities, since 2022.

•

Founding member and advisory board member of First Women’s Bank since 2021.

•

Director emeritus of ALSAC/St. Jude Children’s Research Hospital and director from 2009 to 2023.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

None

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

BACKGROUND

Ms. Danner brings to our Board extensive experience in, and knowledge of, the real estate industry with a strong background in residential and multifamily sectors. Ms. Danner has demonstrated leadership and management abilities as well as 40 years of experience in real estate development, investment and operations. Ms. Danner has experience serving on private company and nonprofit boards. Ms. Danner identifies as Caucasian and as female. Ms. Danner qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

	Risk Oversight/Management			Human Capital Management			Financial Expertise			Investment Expertise
	REIT/Real Estate			ESG

2025 Proxy Statement

TABLE OF CONTENTS

Matthew P. Jordan, 50, Managing Trustee

TRUSTEE SINCE 2021
BOARD COMMITTEES
None

Class I with a term expiring at our 2026 annual meeting of shareholders

PROFESSIONAL EXPERIENCE:

•

Executive Vice President of RMR Inc. since 2018.

•

Chief Financial Officer and Treasurer of RMR Inc. since 2015.

•

Executive Vice President of RMR since 2017.

•

Chief Financial Officer and Treasurer of RMR since 2012.

•

Former Chief Accounting Officer for RMR.

•

Director, president and chief executive officer of Tremont since January 2021.

•

Executive vice president, chief financial officer and treasurer of Tremont from October 2017 to December 2020, and prior to that, vice president, chief financial officer and treasurer of Tremont since its formation in 2016.

•

Executive vice president, chief financial officer and treasurer of RMR Advisors LLC from October 2017 to January 2021 when it merged with Tremont.

•

Certified public accountant.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Industrial Logistics Properties Trust (since 2022)

•

Tremont Mortgage Trust (from 2020 until it merged with us in September 2021)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

BACKGROUND

Mr. Jordan brings to our Board leadership experience in his positions with RMR and demonstrated management ability. Mr. Jordan has extensive experience in, and knowledge of, the CRE and residential real estate industries and REITs, including primary responsibility for overseeing the RMR Residential business. Mr. Jordan possesses institutional knowledge earned through prior leadership positions with RMR. Mr. Jordan has professional skills and expertise in accounting and finance and experience as a chief executive officer, chief financial officer and chief accounting officer and is responsible for all accounting and finance matters affecting RMR and its managed REIT clients. Mr. Jordan identifies as Caucasian and as male. Mr. Jordan qualifies as a Managing Trustee in accordance with the requirements of our governing documents.

	Risk Oversight/Management			Human Capital Management			Financial Literacy			Public Company Board
	REIT/Real Estate			ESG			Investment Expertise			Public Company Executive

2025 Proxy Statement

TABLE OF CONTENTS

William A. Lamkin, 65, Independent Trustee

[MISSING IMAGE: ph_williamlamkin-bw.jpg]

TRUSTEE SINCE 2021
BOARD COMMITTEES
Audit
Compensation
Nominating and Governance (Chair)

Class I with a term expiring at our 2026 annual meeting of shareholders

PROFESSIONAL EXPERIENCE:

•

Partner in Ackrell Capital LLC, a San Francisco based investment bank, from 2003 to 2019.

•

Experience as a financial consultant and as an investment banker, including as a senior vice president in the investment banking division of ABN AMRO, prior to 2003.

•

Practicing attorney prior to working as a financial consultant and investment banker.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Service Properties Trust (since 2007)

•

Office Properties Income Trust (since 2019)

•

Tremont Mortgage Trust (from 2020 until it merged with us in September 2021)

•

Select Income REIT (from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

Ackrell SPAC Partners I Co. (from 2020 to 2022)

BACKGROUND

Mr. Lamkin brings to our Board extensive experience in, and knowledge of, the CRE and investment banking industries. Mr. Lamkin has demonstrated management ability and experience in capital raising and strategic business transactions. Mr. Lamkin has professional training, skills and expertise in, among other things, finance and legal matters. Mr. Lamkin has institutional knowledge earned through prior service on our Board. Mr. Lamkin identifies as Caucasian and as male. Mr. Lamkin qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

Risk Oversight/Management	Human Capital Management	Financial Expertise	Legal/Regulatory
REIT/Real Estate	Investment Expertise	ESG	Public Company Board
Government/Public Policy

2025 Proxy Statement

TABLE OF CONTENTS

Adam Portnoy, 54, Managing Trustee

TRUSTEE SINCE 2009
CHAIR OF OUR BOARD
SINCE 2021
BOARD COMMITTEES
None

Class II with a term
expiring at our 2027
annual meeting
of shareholders

PROFESSIONAL EXPERIENCE:

•

President and Chief Executive Officer of RMR Inc., since shortly after its formation in 2015.

•

President and Chief Executive Officer of RMR since 2005, and Director from 2006 to June 5, 2015 when RMR became a majority owned subsidiary of RMR Inc. and RMR Inc. became RMR’s managing member.

•

Director of Tremont since March 2016.

•

Sole trustee, controlling shareholder and an officer of ABP Trust.

•

Director and controlling shareholder of Sonesta International Hotels Corporation and its parent.

•

Sole director of AlerisLife, Inc. since its acquisition by ABP Trust in March 2023.

•

Director of RMR Advisors LLC from 2007 to 2021 when it merged with Tremont.

•

Honorary Consul General of the Republic of Bulgaria to Massachusetts.

•

Co-Chair of Massachusetts Opportunity Alliance, Inc. Board.

•

Member of Massachusetts High Technology Council, Inc. Board.

•

Chair of the board of directors of the Pioneer Institute.

•

Executive committee member of the board of directors of the Greater Boston Chamber of

Commerce.

•

Member of AJC New England’s Leadership Board.

•

Previously served on the board of governors for the National Association of Real Estate Investment Trusts and the board of trustees of Occidental College.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Service Properties Trust (since 2007)

•

Diversified Healthcare Trust (since 2007)

•

Office Properties Income Trust (since 2009)

•

The RMR Group Inc. (since 2015)

•

Industrial Logistics Properties Trust (since 2017)

•

TravelCenters of America Inc. (from 2018 until it was acquired by BP Products North America Inc. in May 2023) and chair of its board (from 2019 to May 2023)

•

AlerisLife Inc. (from 2018 until it was acquired by ABP Trust in March 2023) and chair of its board (from 2019 to March 2023)

•

Tremont Mortgage Trust (from 2017 until it merged with us in September 2021)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

BACKGROUND

Mr. Portnoy brings to our Board extensive experience in, and knowledge of, the asset management, CRE and residential real estate industries and REITs, gained in part through his key leadership position with RMR and its subsidiaries, his public company board service, and his demonstrated management ability. Mr. Portnoy also possesses experience in investment banking and private equity, as well as institutional knowledge earned through prior service on our Board and deep knowledge of our business. Mr. Portnoy identifies as Caucasian and as male. Mr. Portnoy qualifies as a Managing Trustee in accordance with the requirements of our governing documents.

Our Nominating and Governance Committee and our Board believe that, because Mr. Portnoy is the president and chief executive officer of RMR and the business of all the companies (including our Company) for which he serves as a managing trustee or managing director is integral to his day to day work, service on these additional boards does not impair the amount of attention or time that Mr. Portnoy spends on service on our Board. Our Board believes that Mr. Portnoy’s extensive familiarity with our day to day business provides valuable insight for our Board.

Risk Oversight/Management	Human Capital Management	Financial Literacy	Public Company Board
REIT/Real Estate	Investment Expertise	ESG	Public Company Executive
Government/Public Policy

2025 Proxy Statement

TABLE OF CONTENTS

Jeffrey P. Somers, 82, Independent Trustee

[MISSING IMAGE: ph_jeffreypsomers-bwlr.jpg]

TRUSTEE SINCE 2009
BOARD COMMITTEES
Audit (Chair)

Class II with a term expiring at our 2027 annual meeting of shareholders

PROFESSIONAL EXPERIENCE:

•

Of counsel since 2010, and a member of the law firm of Morse, Barnes-Brown & Pendleton, PC from 1995 to 2009, serving as managing member for six of those years.

•

Partner at the law firm of Gadsby Hannah LLP (now McCarter & English, LLP) for more than 20 years prior to working at Morse, Barnes-Brown & Pendleton, PC, serving as managing partner for eight of those years.

•

Director of Cantella Management Corp., a holding company of Cantella & Co., Inc., an SEC registered broker-dealer, from 2002 until January 2014, when the company was acquired by a third party.

•

Trustee of the Pictet Funds from 1995 to 2001.

•

Former staff attorney at the SEC in Washington, D.C. prior to entering private law practice.

•

Former trustee of Glover Hospital, a private not for profit regional hospital, which is currently part of Beth Israel Deaconess Hospital, among various other civic leadership roles.

OTHER RMR PUBLIC CLIENT BOARDS(1):

•

Diversified Healthcare Trust (since 2009)

•

Office Properties Income Trust (since 2009)

•

Tremont Mortgage Trust (from 2017 until 2020)

•

Select Income REIT (from 2012 until it merged with a wholly owned subsidiary of Office Properties Income Trust in December 2018)

OTHER NON-RMR MANAGED PUBLIC COMPANY BOARDS:

•

None

BACKGROUND

Mr. Somers brings to our Board extensive expertise in legal, corporate governance and regulatory matters, as well as leadership experience gained from his role as a law firm managing partner. Mr. Somers also possesses a sophisticated understanding of finance and accounting matters, obtained through his service as a trustee of public REITs and investment companies, as well as work on board committees. Mr. Somers has extensive experience in public policy matters and complex business transactions gained partly from government service, as well as institutional knowledge earned through prior service on our Board. Mr. Somers identifies as Caucasian and as male. Mr. Somers qualifies as an Independent Trustee in accordance with the requirements of the Nasdaq, the SEC and our governing documents.

	Risk Oversight/Management			Human Capital Management			Financial Literacy			REIT/Real Estate
	ESG			Legal/Regulatory			Government/Public Policy			Public Company Board

2025 Proxy Statement

TABLE OF CONTENTS

Executive Officers

There are no family relationships among any of our Trustees or executive officers. Our executive officers serve at the discretion of our Board.

Thomas J. Lorenzini

Age: 58

President since 2021

Chief Investment Officer since 2023

Mr. Lorenzini has been a Senior Vice President of RMR, and a senior vice president of Tremont since 2021. Mr. Lorenzini previously served as a vice president of Tremont from October 2020 until October 2021, as managing director, capital markets of Tremont from October 2019 until October 2020 and as senior director, capital markets of Tremont from 2016 until October 2019. Mr. Lorenzini served as vice president of RMR Advisors LLC from 2020 until it merged with Tremont in January 2021. He was president of Tremont Mortgage Trust from January 2021 until it merged with us in September 2021. Mr. Lorenzini was a founding member of Tremont’s predecessor business. Prior to joining Tremont’s predecessor business in 2000, Mr. Lorenzini was Midwest regional director for Finova Realty Capital, and prior to that Mr. Lorenzini was a senior director for Belgravia Realty Capital. Mr. Lorenzini identifies as Caucasian and as male.

Matthew C. Brown

Age: 43

Chief Financial Officer and Treasurer since 2025

Mr. Brown has been a Senior Vice President of RMR since 2019, chief financial officer and treasurer of Diversified Healthcare Trust since September 2023 and has served in various finance and accounting leadership roles with RMR and its subsidiaries since 2007, including currently being responsible for the day to day oversight of the accounting and finance support functions and the tax and internal audit departments of RMR and various affiliates. Effective April 1, 2025, Mr. Brown will serve as chief financial officer, treasurer and a vice president of Tremont. Mr. Brown served as chief financial officer and treasurer of Office Properties Income Trust from 2019 until September 2023. Mr. Brown is a certified public accountant. Mr. Brown identifies as Caucasian and as male.

2025 Proxy Statement

TABLE OF CONTENTS

BOARD COMMITTEES

Audit Committee

Members

Jeffrey P. Somers (Chair)
Ann M. Danner
Barbara D. Gilmore
William A. Lamkin
Joseph L. Morea

8 meetings during 2024

Our Audit Committee is comprised solely of Independent Trustees. Its primary role is to help our Board fulfill its oversight responsibilities related to the integrity of our financial statements and financial reporting process, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function, risk management, including cybersecurity and the use of artificial intelligence, and our compliance with legal and regulatory requirements. Our Audit Committee is responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of our independent auditors and the resolution of disagreements between management and our independent auditors. Our independent auditors report directly to our Audit Committee. Our Audit Committee reviews the overall audit scope and plans of the audit with our independent auditors. Our Audit Committee also reviews with management and our independent auditors our quarterly reports on Form 10-Q, annual reports on Form 10-K and earnings releases.

Our Board has determined that each member of our Audit Committee is financially literate and that Mr. Morea is our Audit Committee’s “financial expert.”

Compensation Committee

Members

Barbara D. Gilmore (Chair)
Ann M. Danner
William A. Lamkin

4 meetings during 2024

Our Compensation Committee is comprised solely of Independent Trustees. Its primary responsibilities pertain to evaluating the performance and compensation of Tremont and our executive officers. Our Compensation Committee will approve any equity compensation awards in accordance with the Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan (the “2021 Equity Plan”). Our Compensation Committee recommends to our Board the cash compensation payable to our Trustees for Board and committee service and determines the cash compensation payable for service as our Lead Independent Trustee. Our Compensation Committee administers our 2021 Equity Plan and determines all awards granted pursuant to the 2021 Equity Plan. It also reviews amounts payable by us to Tremont under our management agreement and approves any proposed amendments to or termination of that agreement.

Nominating and Governance Committee

Members

William A. Lamkin (Chair)
Ann M. Danner
Barbara D. Gilmore

3 meetings during 2024

Our Nominating and Governance Committee is comprised solely of Independent Trustees. Its primary role is to identify individuals qualified to become Board members, consistent with criteria approved by our Board, and to recommend candidates to our entire Board for nomination or selection as Board members for each annual meeting of shareholders or when vacancies occur; to develop and recommend to our Board governance principles for our Company; and to oversee the evaluation of our Board and, to the extent not overseen by our Compensation Committee or a committee composed entirely of Trustees meeting the independence requirements of the rules of the Nasdaq, our management. Under its charter, our Nominating and Governance Committee is also responsible for considering and reporting on our succession planning to our Board.

2025 Proxy Statement

TABLE OF CONTENTS

BOARD MEETINGS

In 2024, our Board held five meetings. In 2024, each then Trustee attended 75% or more of the aggregate of all meetings of our Board and the committees on which he, she or they served or that were held during the period in which the Trustee served as a Trustee or committee member. All of the then Trustees attended last year’s annual meeting of shareholders. Our policy with respect to Board members’ attendance at meetings of our Board and annual meetings of shareholders can be found in our Governance Guidelines, the full text of which appears at our website, www.sevnreit.com.

TRUSTEE COMPENSATION

Compensation of Trustees

Our Board believes that competitive compensation arrangements are necessary to attract and retain qualified Independent Trustees.

Under the currently effective Trustee compensation arrangements, each Independent Trustee receives an annual fee of $70,000 for services as a Trustee. The annual fee for any new Independent Trustee is prorated for the initial year. Each Independent Trustee who serves as a committee chair of our Board’s Audit, Compensation or Nominating and Governance Committees also receives an additional annual fee for such service of $17,500, $12,500 and $12,500, respectively, and the Lead Independent Trustee receives an additional annual fee of $15,000 for serving in this role. Trustees are reimbursed for travel expenses they incur in connection with their duties as Trustees and for out of pocket costs they incur in connection with their attending certain continuing education programs.

Each Independent Trustee and Managing Trustee also receives an annual award of Common Shares. In 2024, each Trustee other than Ms. Danner (who received a share award in March 2025 in connection with her election to the Board in December 2024) received an award of Common Shares with a value equal to $60,000 based on the closing price of Common Shares on the date of the grant, rounded down to the nearest whole share, which resulted in an award of 4,735 Common Shares to each Trustee. Managing Trustees do not receive cash compensation for their services as Trustees.

Trustee Share Ownership Guidelines

Our Board believes it is important to align the interests of Trustees with those of our Company’s shareholders by holding equity ownership positions in our Company. Accordingly, each Trustee is expected to retain, whether vested or not, at least 30,000 Common Shares (which number shall automatically adjust in respect of stock splits or similar events) (i) for existing Trustees in office as of October 1, 2021, by the date of the 2027 annual meeting of shareholders of our Company and (ii) for future Trustees, within five years following, (a) if elected by shareholders, the annual meeting of shareholders of our Company at which such Trustee was initially elected or, (b) if elected by our Board, the first annual meeting of shareholders of our Company following the initial election of such Trustee to our Board. Compliance with these ownership guidelines will be measured annually. Any Trustee who is prohibited by law or by applicable regulation of his or her employer from owning equity in our Company shall be exempt from this requirement. Our Nominating and Governance Committee may consider whether exceptions should be made for any Trustee on whom this requirement could impose a financial hardship.

As of March 12, 2025, all Trustees have met or, within the applicable period, are expected to meet, these share ownership guidelines.

2025 Proxy Statement

TABLE OF CONTENTS

Fiscal Year 2024 Trustee Compensation

The following table details the total compensation of the Trustees for the fiscal year ended December 31, 2024 for services as a Trustee.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)		Total ($)
Ann M. Danner(3)		32,411		—		—		32,411
Barbara D. Gilmore		82,500		59,992		—		142,492
Matthew P. Jordan(4)		—		59,992		—		59,992
William A Lamkin		82,500		59,992		—		142,492
Joseph L. Morea		85,000		59,992		—		144,992
Adam Portnoy(4)		—		59,992		—		59,992
Jeffrey P. Somers		87,500		59,992		—		147,492

(1)

The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Trustee in 2024 consisting of an annual cash retainer fee of $70,000 to each Independent Trustee, annual cash fees of $17,500, $12,500 and $12,500 to the chairs of our Audit Committee, Compensation Committee and Nominating and Governance Committee, respectively, and an annual cash fee of $15,000 to our Lead Independent Trustee.

(2)

Equals 4,735 Common Shares multiplied by the closing price of such shares on May 30, 2024, the award date. Amounts shown are also the compensation cost for the award recognized by us for financial reporting purposes pursuant to Financial Accounting Standards Board Accounting Standards CodificationTM Topic 718, “Compensation—Stock Compensation” (“ASC 718”) (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. All Common Share awards fully vested on the award date.

(3)

Ms. Danner received a prorated fee of $32,411 for a partial year of service as an Independent Trustee beginning with her election to the Board on December 11, 2024. Ms. Danner received a share award in March 2025 in connection with her election to the Board.

(4)

Managing Trustees do not receive cash compensation for their services as Trustees.

2025 Proxy Statement

TABLE OF CONTENTS

OWNERSHIP OF OUR EQUITY SECURITIES

Trustees and Executive Officers

The following table sets forth information regarding the beneficial ownership of our outstanding Common Shares by each Trustee, each Trustee nominee, each of our named executive officers, and our Trustees, Trustee nominees and executive officers as a group, all as of March 12, 2025. Unless otherwise noted, to our knowledge, voting power and investment power in the Common Shares are exercisable solely by the named person and the principal business address of the named person is c/o Seven Hills Realty Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Name and Address

Aggregate
Number of
Shares
Beneficially
Owned*

Percent of
Outstanding
Shares**

Additional Information

Adam Portnoy

2,018,325

13.5%

Includes 199,836 Common Shares owned
directly by Adam Portnoy, an additional 110,431
Common Shares directly owned by ABP Trust
and 1,708,058 Common Shares directly owned
by Tremont. ABP Trust is the direct record and
beneficial owner of 110,431 Common Shares
and Tremont is the direct record and beneficial
owner of 1,708,058 Common Shares. Adam
Portnoy, in his capacity as the sole trustee and
controlling shareholder of ABP Trust, may also
be deemed to beneficially own (and have
shared voting and dispositive power over) the
Common Shares beneficially owned by ABP
Trust. Tremont is a direct wholly owned
subsidiary of RMR, which is a direct majority
owned subsidiary of RMR Inc., of which
Mr. Portnoy is a managing director and
controlling shareholder through ABP Trust.

Matthew P. Jordan

67,553

Less than 1%

Joseph L. Morea

32,614

Less than 1%

Jeffrey P. Somers

28,046

Less than 1%

Barbara D. Gilmore

26,735

Less than 1%

Includes 2,000 Common Shares held by her spouse.

William A. Lamkin

22,831

Less than 1%

Includes 22,831 Common Shares held by U/T/D
9-28-18, of which William A. Lamkin is a trustee
and beneficiary.

Thomas J. Lorenzini

17,954

Less than 1%

Fernando Diaz

8,786

Less than 1%

Ann M. Danner

—

Less than 1%

All Trustees, the Trustee nominees and executive officers as a group (nine persons)

2,222,147

14.9%

Amounts exclude fractional shares.

The percentages indicated are based on approximately 14,902,773 Common Shares outstanding as of March 12, 2025.

2025 Proxy Statement

TABLE OF CONTENTS

Principal Shareholders

Set forth in the table below is information about the number of shares held by persons that are known to be the beneficial owners of more than 5% of the Common Shares based on statements filed with the SEC under Sections 13(d) and 13(g) of the Exchange Act.

Name and Address	Aggregate Number of Shares Beneficially Owned		Percent of Outstanding Shares*		Additional Information
Tremont Realty Capital LLC, The RMR Group Inc., The RMR Group LLC, ABP Trust and Adam Portnoy Two Newton Place 255 Washington Street, Suite 300 Newton, Massachusetts 02458		2,018,325		13.5%	Based on a Schedule 13D/A filed with the SEC on May 12, 2022, Mr. Portnoy’s Form 4 filed with the SEC on September 19, 2024 and additional information provided by Mr. Portnoy. Tremont directly owns and has shared voting and dispositive power over 1,708,058 Common Shares. Voting and investment power with respect to Common Shares owned by Tremont may be deemed to be shared by RMR, RMR Inc., ABP Trust and Adam Portnoy as controlling shareholder of RMR Inc. Tremont is a direct wholly owned subsidiary of RMR, which is a direct majority owned operating subsidiary of RMR Inc. Neither RMR nor RMR Inc. directly owns any Common Shares. Adam Portnoy directly owns and has sole voting and dispositive power over 199,836 Common Shares and beneficially owns and has shared voting and dispositive power over 1,818,489 Common Shares. ABP Trust directly owns 110,431 Common Shares.
BlackRock, Inc. (“BlackRock”) 50 Hudson Yards New York, NY 10001		1,024,658		6.9%	Based on a Schedule 13G filed with the SEC on November 8, 2024 by BlackRock reporting that, at September 30, 2024 BlackRock beneficially owned 1,024,658 Common Shares and had sole voting power over 1,010,746 Common Shares and sole dispositive power over 1,024,658 Common Shares.
The Vanguard Group, Inc. (“Vanguard”) 100 Vanguard Blvd. Malvern, PA 19355		764,698		5.1%	Based on a Schedule 13G/A filed with the SEC on November 12, 2024 by Vanguard reporting that, at September 30, 2024 Vanguard beneficially owned 764,698 Common Shares and had shared voting power over 5,794 Common Shares, sole dispositive power over 754,151 Common Shares and shared dispositive power over 10,547 Common Shares.
Morgan Stanley 1585 Broadway New York, NY 10036		749,818		5.0%	Based on a Schedule 13G filed with the SEC on November 8, 2024 by Morgan Stanley reporting that, at September 30, 2024 Morgan Stanley beneficially owned 749,818 Common Shares and had shared voting power over 33,950 Common Shares and shared dispositive power over 749,818 Common Shares.

Our Declaration of Trust places restrictions on the ability of any person or group to acquire beneficial ownership of more than 9.8% of any class of our Common Shares. Tremont, RMR Inc. and affiliates, however, are Excepted Holders as defined in our Declaration of Trust, and therefore are not subject to this ownership limit, subject to certain limitations.

The percentages indicated are based on approximately 14,902,773 Common Shares outstanding as of March 12, 2025.

2025 Proxy Statement

TABLE OF CONTENTS

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is comprised entirely of three Independent Trustees. No member of our Compensation Committee is a current, or during 2024 was a former, officer or employee of our Company. In 2024, none of our executive officers served (i) on the compensation committee of any entity that had one or more of its executive officers serving on our Board or our Compensation Committee, or (ii) on the board of directors or board of trustees of any entity that had one or more of its executive officers serving on our Compensation Committee. Two of our Compensation Committee members serve as independent trustees and one serves as a compensation committee member of other public companies to which RMR or its subsidiaries provide management services. Ms. Gilmore serves as an independent trustee and a member of the compensation committee of Office Properties Income Trust (“OPI”), and Mr. Lamkin serves as an independent trustee of OPI and Service Properties Trust. The disclosures regarding our relationships with these foregoing entities and certain transactions with or involving them under the section entitled “Certain Related Person Transactions” are incorporated by reference herein.

2025 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

None of our named executive officers is employed by us. The following tables and footnotes summarize the total compensation we paid to our President and Chief Investment Officer and our former Chief Financial Officer and Treasurer. Fernando Diaz resigned as our Chief Financial Officer and Treasurer, effective March 9, 2025, and Matthew C. Brown was appointed as our Chief Financial Officer and Treasurer, effective March 10, 2025. Our named executive officers were our only executive officers during 2024. Tremont, a subsidiary of RMR, provides, or arranges with RMR to provide, services that otherwise would be provided by employees and either RMR or Tremont employs and pays cash compensation to our named executive officers directly and in their sole discretion in connection with their services rendered to Tremont, RMR, our Company and other companies to which Tremont or RMR provide management services. For information regarding the compensation paid by us to Tremont and RMR, please see the below “Certain Related Person Transactions” section. For information regarding the compensation paid by RMR and RMR Inc. to the named executive officers of RMR Inc., please see the documents filed by RMR Inc. with the SEC, including its Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and its Proxy Statement on Schedule 14A for its 2025 Annual Meeting of Shareholders. RMR Inc.’s filings with the SEC are not incorporated by reference into this Proxy Statement. We do not pay our named executive officers salaries or bonuses or provide other cash compensation or employee benefits. We provide equity incentive compensation to our named executive officers pursuant to the terms of our 2021 Equity Plan.

Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		All Other Compensation ($)(2)		Total ($)
Thomas J. Lorenzini(3)		2024		—		—		54,999		9,275		64,274
President and Chief Investment Officer		2023		—		—		38,325		7,531		45,856
Fernando Diaz(3)(4)		2024		—		—		39,988		3,170		43,158
Former Chief Financial Officer and Treasurer		2023		—		—		10,950		2,209		13,159

(1)

Represents the grant date fair value of Common Share awards in 2024 and 2023 as applicable, calculated in accordance with ASC 718 (which equals the closing price of the shares on the award date, multiplied by the number of shares subject to the award). No assumptions were used in this calculation. The values listed in this column for 2023 include the value of the Common Shares we awarded to Mr. Diaz in his capacity as an officer of RMR prior to his becoming our Chief Financial Officer and Treasurer, effective October 1, 2023.

(2)

Consists of cash distributions in 2024 on unvested Common Shares received in connection with cash distributions we paid to all of our shareholders.

(3)

In 2024, our named executive officers received aggregate base salary payments of $713,685 and aggregate cash bonuses of $764,500 from Tremont or RMR for services those officers provided to Tremont, RMR, our Company and other companies to which Tremont or RMR provide management services.

(4)

Mr. Diaz resigned as our Chief Financial Officer and Treasurer, effective March 9, 2025, and Matthew C. Brown was appointed as our Chief Financial Officer and Treasurer, effective March 10, 2025.

2024 Outstanding Equity Awards at Fiscal Year End

The agreements governing the Common Shares we awarded to our named executive officers in 2024 and prior years provide that one fifth of each award vested on the date of the award and an additional one fifth vests on each of the next four anniversaries of the award date, subject to the applicable named executive officer continuing to render significant services, whether as an employee or otherwise, to us, RMR, Tremont or any RMR Client or their respective affiliates and to accelerated vesting under certain circumstances. Holders of vested and unvested Common Shares awarded under the 2021 Equity Plan receive distributions that we make, if any, on our shares on the same terms as other holders of the Common Shares.

2025 Proxy Statement

TABLE OF CONTENTS

The following table shows the total Common Shares awarded by us in 2024 and prior years to our named executive officers that were unvested as of December 31, 2024.

			Stock Awards
Name	Year Granted		Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Thomas J. Lorenzini		2024		3,244		42,432
		2023		2,100		27,468
		2022		1,400		18,312
		2021		726		9,156
Fernando Diaz(3)		2024		2,359		30,856
		2023		600		7,848
		2022		400		5,232
		2021		215		2,629

(1)

The number of Common Shares includes shares awarded on September 11, 2024, September 13, 2023, September 14, 2022 and October 1, 2021, respectively.

(2)

Equals the number of Common Shares not vested multiplied by the closing price of the Common Shares on December 31, 2024.

(3)

Mr. Diaz was elected as Chief Financial Officer and Treasurer effective October 1, 2023. The Common Shares awarded to Mr. Diaz in 2023 and prior years were awarded to him in his capacity as an officer and employee of RMR before becoming an executive officer of our Company.

Potential Payments upon Termination or Change in Control

The 2021 Equity Plan and the form of share award agreement for awards made to our named executive officers provides for acceleration of vesting of all share awards upon the occurrence of certain change in control or termination events (each, a “Termination Event”). The following table describes the potential payments to our named executive officers upon a Termination Event, if such event had occurred, as of December 31, 2024.

Name	Number of Shares Vested Upon Termination Event (#)		Value Realized on Termination Event as of December 31, 2024 ($)(1)
Thomas J. Lorenzini		7,444		97,368
Fernando Diaz(2)		3,560		46,565

(1)

Equals the number of unvested Common Shares multiplied by the closing price of the Common Shares on December 31, 2024.

(2)

Mr. Diaz was elected as Chief Financial Officer and Treasurer effective October 1, 2023. The Common Shares awarded to Mr. Diaz in 2023 and prior years were awarded to him in his capacity as an officer and employee of RMR prior to becoming an executive officer of our Company.

Although we have no formal policy, plan or arrangement for payments to employees of Tremont or RMR in connection with the termination of their employment with Tremont or RMR, we may in the future provide on a discretionary basis for the acceleration of vesting of Common Shares previously awarded to them under the 2021 Equity Plan depending on various factors we then consider relevant and if we believe it is in our best interests to do so.

For a discussion of the consequences of a Change in Control or Termination Event under our business management agreement with Tremont and RMR, see the “Certain Related Person Transactions” section.

2025 Proxy Statement

TABLE OF CONTENTS

Equity Plan Information

We may grant Common Shares under the 2021 Equity Plan to our Trustees and officers, employees of Tremont and of RMR and other individuals who provide services to us or to our subsidiaries. In fiscal year 2024, we issued 119,528 Common Shares to our Trustees and officers, employees of Tremont and of RMR and others who provided services to us or to our subsidiaries. The following table is as of December 31, 2024.

Plan Category

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

None

57,466

Equity compensation plans not approved by
security holders

None

Total

None

57,466

We award Common Shares annually to our officers and to other employees of RMR who provide services to us. We do not take into account material non-public information when determining the timing or terms of our annual awards of Common Shares, nor do we time disclosure of material non-public information for the purpose of affecting the value of such awards. Because the consideration of our annual share awards by our Compensation Committee and our Board is determined on a regular schedule (i.e., in September for our officers and employees of RMR and at the first meeting of our Board after the annual meeting of shareholders for the Trustees), any proximity of any awards to earnings announcements or other market events is coincidental. We do not currently grant stock options as part of our equity compensation for our named executive officers.

Pay Versus Performance

The following table and footnotes summarize the total compensation we paid to our named executive officers (our “NEOs”), compensation “actually paid” to our NEOs (calculated in accordance with SEC rules), the cumulative total shareholder return of the Company and our net income for the past three fiscal years. None of our NEOs is employed by us. Tremont, a subsidiary of RMR, provides, or arranges with RMR to provide, services that otherwise would be provided by employees and either RMR or Tremont employs and compensates our NEOs directly and in their sole discretion in connection with their services rendered to Tremont, RMR, to us and other companies to which RMR or Tremont provide management services. For information regarding the compensation paid by us to Tremont and RMR, please see the below “Certain Related Person Transactions” section. We do not pay our NEOs salaries or bonuses or provide other cash compensation or employee benefits. We provide equity incentive compensation to our NEOs pursuant to the terms of our 2021 Equity Plan.

Pay Versus Performance

Year	Summary Compensation Table Total for Principal Executive Officer (“PEO”)		Compensation Actually Paid to PEO(1)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs(2)(3)		Value of initial fixed $100 Investment Based on Total Shareholder Return		Net Income ($000s)
2024		$64,274		$65,134		$43,158		$42,731		$175.14		$17,820
2023		45,856		67,918		27,142		35,441		156.09		25,965
2022		38,907		32,294		8,192		4,453		96.27		27,640

2025 Proxy Statement

TABLE OF CONTENTS

(1)

The following table summarizes the applicable deductions and additions for the PEO in the calculation of Compensation Actually Paid to the PEO.

PEO Compensation Actually Paid

	Year			PEO Name			Total Compensation Per Summary Compensation Table						Stock Grant Amount						Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year						Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End						Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date						Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year						Total Equity Value Reflected in Compensation Actually Paid						Compensation Actually Paid to PEO
	2024			Thomas Lorenzini					$64,274						$(54,999)						$42,432						$588						$11,011						$1,828						$55,859						$65,134

(2)

The only non-PEO NEO for 2024 is Fernando Diaz.

(3)

The following table summarizes the applicable deductions and additions for the Non-PEO NEO in the calculation of Compensation Actually Paid to each Non-PEO NEO.

Average Non-PEO NEOs—Compensation Actually Paid

	Year			Total Compensation Per Summary Compensation Table						Stock Grant Amount						Year End Fair Value of Equity Awards Granted and Unvested During Applicable Year						Change in Fair Value as of Year End of Any Prior Year Awards that Remain Unvested as of Year End						Awards Granted and Vested in the Same Year, at Fair Value as of the Vesting Date						Change in Fair Value as of Year End of Any Prior Year Awards that Vested During Applicable Year						Total Equity Value Reflected in Compensation Actually Paid						Compensation Actually Paid to Non-PEO NEOs
	2024				$	43,158						$(39,988)						$30,856						$168						$8,000						$537						$39,561						$42,731

Relationship Description

2025 Proxy Statement

TABLE OF CONTENTS

2025 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 2:

APPROVAL OF THE SECOND AMENDED AND RESTATED SEVEN HILLS REALTY TRUST 2021 EQUITY COMPENSATION PLAN

We ask you to approve the Second Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan (the “Second Amended and Restated Equity Plan”). The Second Amended and Restated Equity Plan amends and restates our current equity incentive plan (the “2021 Equity Plan”) to increase by 550,000 the total number of Common Shares available for award under the plan pursuant to grants of Common Shares or Common Shares subject to restrictions (“Restricted Shares”) and to extend the termination date. The Second Amended and Restated Plan provides that an aggregate of 1,050,000 Common Shares are available for award under the plan pursuant to grants of Common Shares or Common Shares subject to restrictions (“Restricted Shares”). As of March 12, 2025, there were 14,755,711 shares of Common Shares outstanding (not including unvested Restricted Shares), 57,466 Common Shares were available for grants of future awards pursuant to the 2021 Equity Plan, and there were 147,062 unvested Restricted Shares outstanding, which remain subject to possible forfeiture to, or repurchase for nominal consideration by, us as provided in applicable share award agreements. Our Board believes that equity compensation recognizes our executives’ and other service providers’ performance and leadership, motivates future performance and aligns interests with those of our Company and other shareholders. Our Board also believes that vesting of granted shares over time encourages executives and other service providers to remain in the service of our Company, Tremont and RMR and to continue to provide services to us through the term of the awards. The 2021 Equity Plan is the only plan we have to provide equity compensation to eligible individuals.

Material Terms of the Second Amended and Restated Equity Plan

A copy of the Second Amended and Restated Equity Plan is set forth as Annex A to this Proxy Statement. The material features of the Second Amended and Restated Equity Plan are described below. The following description is intended to be a summary, and does not purport to be a complete statement of the terms of the Second Amended and Restated Equity Plan. Accordingly, this summary is qualified in its entirety by reference to Annex A.

We believe that the number of Common Shares available for issuance under the Second Amended and Restated Equity Plan is necessary to allow us to continue our equity compensation program for approximately the next three years based on current expectations (although the Second Amended and Restated Equity Plan will have a term that runs until the tenth anniversary of our 2025 Annual Meeting).

In connection with the drafting of the proposed Second Amended and Restated Equity Plan, the Compensation Committee received input on plan design and sizing from Ferguson Partners, an independent compensation consultant retained by the Company.

For purposes of evaluating our equity compensation program, shareholders may wish to consider two key metrics: “historical burn rate” and “overhang.”

Historical Burn Rate. Our historical burn rate is equal to the number of Common Shares subject to equity awards granted during a period, in proportion to our weighted average outstanding Common Shares. Our burn rate for the fiscal year ended December 31, 2024 was 0.81%, and our average annual burn rate for the three years ended December 31, 2024 was 0.84%.

Year	Time-Based Full-Value Awards Granted		Weighted Average Common Shares Outstanding		Burn Rate
2024		119,528		14,711,513		0.81%
2023